TERMS GOVERNING SUBMISSIONS
Our policies and practices are intended to avoid misunderstandings and to provide reasonable protection for us, and we urge you to carefully consider these policies and practices before you decide to accept them for your Submission. If you submit your ideas to the Company, the following terms shall apply to your Submissions, regardless of what your communication states. You agree that:
- All idea submissions must be submitted, in writing through the Company’s website.
- We will not consider any idea where the submitter requires the Company to compensate the submitter for use of the Submission or article.
- We will consider the Submissions to be non-confidential and non-proprietary.
- We may use, copy, redistribute, and disclose the Submissions for any purpose in any manner, without compensation to you or any other person or party.
- We shall have no obligations concerning the Submissions, including no obligation to review the Submissions, return any materials, or acknowledge receipt of the Submissions.
If you do not agree to these terms, please do not send us any Submissions.
WHEREAS, Licensor solely and exclusively owns or controls the Work (as defined below) and wishes to grant to Licensee a license to the Work, and Licensee wishes to obtain a license to the Work for the uses and purposes described herein, each subject to the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Author/Licensor’s Representations and Warranties.
Licensor represents and warrants that:
(a) it solely and exclusively owns/controls the right, title, and interest in and to the Work in connection with Licensee’s uses permitted hereunder in the Territory;
(b) it has not granted any licenses, liens, security interests, or other encumbrances in, to, or under the Work;
(c) to its knowledge, the exercise by Licensee of the rights and license granted under this Agreement will not infringe or otherwise conflict with the rights of any other person or entity;
(d) there is no settled, pending, or, to its knowledge, threatened litigation, opposition, or other claim or proceeding challenging the validity, enforceability, ownership, registration, or use of the Work in connection with Licensee’s uses permitted hereunder in the Territory; and
(e) it has not brought or threatened any claim against any third party alleging infringement of the Work, nor, to its knowledge, is any third party infringing or threatening to infringe the Work.
Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee and its affiliates during the Term (as defined below) a non-exclusive, right and license in the United States and throughout the world (the “Territory”), to reproduce, publicly perform, display, transmit, and distribute the Work, including translate, alter, modify, and create derivative works of the Work, in any and all media whether now or hereafter known or devised and by any and all technologies and means of delivery whether now or hereafter known or devised. The “Work” is defined as any copyrighted or copyrightable work submitted by Licensor to Licensee (“FedSmith.com”).
Waiver of Moral Rights. Licensor irrevocably waives, to the extent permitted by applicable law, all rights of paternity, integrity, attribution, disclosure, withdrawal, and any other rights that may be known as “moral rights” (“Moral Rights”) with respect to the use of the Work pursuant to this Agreement. To the extent this waiver is not permitted by applicable law, Licensor hereby agrees not to enforce such Moral Rights against Licensee and its permitted successors, licensees, and assigns.
Permissions. Licensor has obtained from all persons and entities who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in the Work, such written and signed licenses, permissions, waivers, and consents (collectively, “Permissions,” and each, individually, a “Permission”), including those relating to publicity, privacy, and any intellectual property rights, as are or reasonably may be expected to be necessary for Licensee to exercise its rights in the Work as permitted under this Agreement, without incurring any payment or other obligation to, or otherwise violating any right of, any such person or entity.
Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Licensee Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including attorneys’ fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of [or in connection with] any third-party claim, suit, action, or proceeding (“Third-Party Claim”) relating to any actual or alleged: (a) breach by Licensor of any representation, warranty, covenant, or obligation under this Agreement; or (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity resulting from the use of the Work by Licensee or any of its affiliates in accordance with this Agreement.