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Blogger Submission Agreement Summary
Thank you for your interest in becoming one of our fantastic Pointofsalemagazine Bloggers.In order to ensure that our relationship going forward is as clear-cut as possible, we have drafted this Blogger Submission Agreement for us to sign. The Agreement itself is full of legal language which, while necessary, can seem a bit alien and overwhelming. So, to briefly summarize the important points:
- If you are getting paid to make any statements directly or indirectly, you MUST disclose that fact.
- Any Blogger material you submit belongs to Pointofsalemagazine, and you can only
use it otherwise with Pointofsalemagazine’s permission (permission required for use on your own blog or anyone else’s).
- Pointofsalemagazine reserves the right to edit, shorten, or reject any content you submit.
- Any secret, protected, or confidential information you may come across must not be disclosed.
- You promise that there is nothing that prevents you from submitting your material.
- If there is a legal problem based on your Blogger material, you will pay Pointofsalemagazine’s costs in resolving the problem.
- This is the whole agreement between you and Pointofsalemagazine and if there is
any legal problem between you and Pointofsalemagazine, it will be resolved in the
state/federal courts of Cook County.
That very basically sums it up but please read the entire document. We look forward to your participation.
Blogger Submission Agreement
This Blogger Submission Agreement (“Agreement”) is entered into this 4 October, 2013
by and between Pointofsalemagazine, who owns and operates www.pointofsalemagazine.com(“Website”), and ____________, who resides at _____________ (“Blogger”). This Agreement states the terms and conditions under which Blogger may provide content, in the form of “blog” forum-style postings, to the Website.
- Blogger Submissions. Pursuant to the terms of this Agreement, Blogger shall provide original content to the Website in the form of articles, quotes, anecdotes, and commentary, in any format, related to the services related to and provided by the Website (“Submissions”). Prior to posting any Submission to the Website, or to, on, or through any other media outlet, you shall obtain prior-approval of each Submission from Pointofsalemagazine. Unless
otherwise agreed to in writing, Blogger shall receive no monetary compensation for providing Submissions.
- FTC Compliance. The Federal Trade Commission (“FTC”) has promulgated rules which govern what online marketers can and cannot say in the course of marketing or endorsing a product, or writing a blog post to those efects. You also hereby agree to disclose within your Submission whether, if any, remuneration or compensation you have received, in any form, from a thirdparty whose products or services form the basis of or are referenced in your
- Intellectual Property Ownership.
- Ownership.Blogger agrees that Pointofsalemagazine shall retain all title and ownership rights in the Submissions. Blogger shall not at any time do or sufer to be done any act which would impair materially Pointofsalemagazine’s rights in or to the Submissions granted under this Section. Blogger acknowledges that it has no right to or interest in the
Submissions, that the Submissions have been specially commissioned or ordered by Pointofsalemagazine as a “work made-for-hire” as that term is used in the Copyright Law of the United States, and that Pointofsalemagazine is therefore to be deemed the author of and is the owner of all interest, copyright or otherwise, in the Submissions. Moreover, Pointofsalemagazine is the sole author and owner of the results and proceeds of Blogger’s submissions pursuant to this Agreement for all purposes, with all right, title, and interest into the results of the proceeds of the services and the right to use and/or exploit the results and proceeds of such services an unlimited number of times, in perpetuity, throughout the universe, in any and all media, whether now known or hereafter devised, for any purpose without restriction, and without further required permission, approval, or payment. In the event that the Submissions, or any portion thereof, are deemed to not be a work made-for-hire, Blogger hereby assigns to Pointofsalemagazine Blogger’s entire right, title, and interest, including all patent, copyright, trade secret, trademark, and other proprietary rights, in the Submissions.
- License.Only to the extent approved by Pointofsalemagazine in advance and in writing, Pointofsalemagazine hereby grants to Blogger a limited, revocable,
non-exclusive, non-transferable, non-sublicenseable royalty-free right and license only during the Term of this Agreement and only as directed by Pointofsalemagazine to use the Submissions. The right to “Use” shall be as expressly directed by Pointofsalemagazine and may include the right to reproduce, modify, and create derivative works of the Submissions, but in all cases only as necessary with respect to and in furtherance of the service described herein. Nothing in this
Agreement shall convey to Blogger any further rights, title, or interest in and to the Submissions or any other Pointofsalemagazine interests, licenses, or rights and nothing herein shall be construed as granting to Blogger any exclusive rights or in limiting in any manner any of
Pointofsalemagazine’s rights or activities. Blogger agrees that the Submissions shall remain at all times the property of Pointofsalemagazine and/or its suppliers. Any use by Blogger of Pointofsalemagazine’s trademarks, trade names, service marks, domain names, or logos shall only be with Pointofsalemagazine’s prior written permission and only be in accordance with Pointofsalemagazine’s then current trademark usage practices and any quality control measures, which Pointofsalemagazine may communicate to Blogger from time to time. The use of Pointofsalemagazine’s trademarks by Blogger and all goodwill attendant thereto shall inure exclusively to the benefit of Pointofsalemagazine.
- Definition.The term “Confidential Information” shall mean any and all knowledge, information, or data of Pointofsalemagazine, whether written or oral, and if written or on electronic media, however produced or reproduced, that is marked as “Confidential” and/or “Proprietary” or which is reasonably understood to be a valuable, special, or unique asset of Pointofsalemagazine, the disclosure of which is or may be damaging or harmful to Pointofsalemagazine or its business or interests, including, without limitation, the terms of any agreement between Pointofsalemagazine and Blogger, including this Agreement and any reports, prototypes, methods, techniques, processes, procedures, codes, software, research, know-how, drawings, charts, production plans, descriptions, programming plans, marketing plans, distribution plans, transmission plans, budgets, business opportunities, salary information, contractual arrangements and negotiations, and any information about or related to Customers (as defined below) used or developed by Pointofsalemagazine at any time prior to or during the period of Blogger’s engagement by Pointofsalemagazine and disclosed to or learned by Blogger during such period. Confidential Information does not include information which: (i) is or becomes available to the public through no wrongful act of Blogger; (ii) is independently received by Blogger from
a third party with no restrictions on disclosure; or (iii) is in Blogger’s possession with the full right to disclose prior to its receipt from Pointofsalemagazine.
- Non-Disclosure.Blogger agrees that it will not, at any time during Blogger’s engagement with Pointofsalemagazine and in perpetuity, copy or reproduce, publish, sell, use, make any commercial use of, exploit, disclose or divulge any Confidential Information of Pointofsalemagazine, directly or indirectly, to any other person or entity except: (i) at the written direction of Pointofsalemagazine; (ii) to the extent necessary to comply with law or the valid order of a court or governmental agency of competent jurisdiction, in which event Blogger will promptly notify Pointofsalemagazine (where permissible under law) and will seek or assist Pointofsalemagazine with seeking confidential treatment of such information; and (iii) to Blogger’s accountants, financial advisors and/or attorneys as part of its normal reporting or review procedures or to enforce its rights pursuant to this Agreement. Blogger further agrees that such Confidential Information will at all times remain the property of Pointofsalemagazine (or its licensors, customers, or suppliers) and agrees to take all necessary and appropriate procedures to avoid unauthorized disclosure of Confidential Information.
- Return.In the event that Blogger’s engagement with Pointofsalemagazine
terminates or expires for any reason or upon the prior request of Pointofsalemagazine, Blogger will destroy or return to Pointofsalemagazine all Confidential Information of Pointofsalemagazine in Blogger’s possession or under its direct or indirect control. Blogger will confirm to Pointofsalemagazine in writing of all confidential information Blogger destroys.
- Representations and Warranties. Blogger hereby represents and warrants that: (i) it has the legal right and authority to enter into this agreement; (ii) Blogger’s performance and the rights granted to Pointofsalemagazine hereunder shall not conflict with or violate any commitment or agreement Blogger has to any other person or entity hereunder or the full enjoyment by Pointofsalemagazine of the rights herein granted; (iii) Blogger shall perform its duties fully and to the best of its abilities; and (iv) the materials provided by Blogger shall not violate any law nor infringe upon nor violate any rights of any person, firm, corporation or entity including, but not limited to, the right of privacy, right of publicity, or the right against libel or slander.
- Indemnification.Blogger agrees, at its sole expense, to indemnify, defend, and hold harmless Pointofsalemagazine and Pointofsalemagazine’s respective afliates, ofcers, directors, shareholders, representatives, successors, assigns, employees, agents, distributors, and licensees from and against any judgment, action, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, suit, action or proceeding brought
against Pointofsalemagazine and/or Pointofsalemagazine’s respective afliates, ofcers, directors, shareholders, representatives, successors, assigns, employees, agents, distributors, or licensees out of or relating to: (i) a breach by Blogger of any representation or warranty contained in this Agreement; or (ii) any damage or injury to any person or property arising out of or relating in any way, directly or indirectly, to Blogger’s breach of this Agreement.
- General Provisions.
- No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
- Headings.The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
- Severability.If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and efect.
- Separability.This Agreement does not and shall not be construed to create a partnership or joint venture between the parties hereto.
- Governing Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, excluding that body of law relating to choice of law. Each party hereby agrees that any dispute or action arising out of or relating to this Agreement shall be commenced only in the state or federal courts located in Cook County, Illinois. Each party hereby consents and irrevocably submits to the exclusive jurisdiction of such courts for any such dispute or action, and waives any objections to such courts based on venue or the
doctrine of forum non conveniens.
- Assignment.Blogger may not assign its rights or obligations under this Agreement without Pointofsalemagazine’s prior written consent. Pointofsalemagazine may freely assign its rights and obligations under this Agreement.
- Merger.This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations,or agreements between the parties, whether oral, electronic, or written, pertaining to the managerial relationship outlined herein. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement. During the term of this Agreement, it is understood and agreed that there shall be no change or modification of this
Agreement unless reduced to writing and signed by all parties hereto.