By clicking on the submit button, you agree to the terms of our Contributor Agreement.
1. Services; License Grant.
(a) CONTRIBUTOR hereby agrees to provide at-will contributions to WSA, all as further detailed and set forth in this Agreement. “Contributions” are defined as, including, without limitation: interviews, blogs, comments, ideas, articles, interviews, commentaries, columns, strategies, etc. delivered on-line, in person, in writing, an audiotape, videotape or otherwise. The Contributions may appear on WSA’s website and be distributed in such other fashion as WSA determines in its discretion.
(b) CONTRIBUTOR further agrees that WSA may use CONTRIBUTOR’S name and likeness in promotional and advertising material promoting WSA in such ways as WSA may determine in its discretion. CONTRIBUTOR further grants WSA a non-exclusive license to use the CONTRIBUTOR’S name and likeness (in the form of a picture to be provided by CONTRIBUTOR) as well as approved biographical information for use by WSA in connection with the promotion of WSA’s business activities.
(c) WSA and CONTRIBUTOR acknowledge that WSA has the right but not the obligation to use and display the Contributions produced pursuant to this Agreement and that WSA may cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever
2. Term and Termination.
(a) The Term of this Agreement shall be perpetual unless terminated in accordance with the provisions set forth below.
(b) Notwithstanding the termination of this Agreement, WSA may continue to feature and use, on a nonexclusive basis, previously delivered Contributions from CONTRIBUTOR including the continued use of CONTRIBUTOR’S name and likeness, provided that WSA’s use of such Contributions includes a written statement, in language mutually acceptable to the parties, that the material is archived content based on a limited engagement of CONTRIBUTOR by WSA.
(c) This Agreement may be terminated by WSA immediately upon notice if CONTRIBUTOR: (i) engages in any act constituting a felony under state or federal law or involving moral turpitude (whether or not directly relating to the business and affairs of WSA); (ii) engages in any act (either by action or omission) which WSA reasonably believes could be injurious to the WSA brand, or could subject WSA to criminal or civil liability; or (iii) breaches any of its obligations under this Agreement in any material respect; and /or (iv) receives notice from WSA that WSA, at WSA’s sole discretion, elects to discontinue use of any, or all, Contributions from CONTRIBUTOR, for any reason.
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3. Representations and Warranties. CONTRIBUTOR warrants and represents that: (i) CONTRIBUTOR has the right to grant the rights set forth herein; (ii) CONTRIBUTOR has no contractual commitment of any kind which may prevent or interfere with the performance of CONTRIBUTOR’S obligations hereunder; (iii) CONTRIBUTOR’S Contributions are independently created by CONTRIBUTOR, and CONTRIBUTOR is the sole author thereof; (iv) CONTRIBUTOR has not and shall not knowingly include in any materials contributed hereunder any unlawful, untruthful inaccurate, libelous or defamatory matter; and (v) CONTRIBUTOR’S work does not and shall not knowingly infringe upon the rights, including copyright, of any other person or entity.
4. Indemnification: CONTRIBUTOR will at all times defend, indemnify and hold harmless WSA its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to breach by CONTRIBUTOR of any warranty, representation or covenant in this Agreement.. WSA will at all times defend, indemnify and hold harmless CONTRIBUTOR, its affiliates, their successors, transferees, assignees and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to breach by WSA of any warranty, representation or covenant in this Agreement.
5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both CONTRIBUTOR and WSA and their respective assigns, successors, heirs, and legal representatives; provided, however, that neither this Agreement nor any rights hereunder may be assigned by CONTRIBUTOR, his or her successors, heirs or legal representatives without the prior written consent of WSA. Notwithstanding the foregoing, all rights and obligations under this Agreement may be freely assigned by WSA to any affiliated entity or any of its wholly owned subsidiaries.
6. Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflict of laws principles of such State. The parties agree that the courts of the State of California, shall be the proper venue for any causes of action arising under this Agreement.
9. Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior agreements and communications (both written and oral) between CONTRIBUTOR and WSA relating generally to the same subject matter. This Agreement may be modified, or any rights under it waived, only in a writing signed by the party against whom enforcement of such modification or waiver is sought.