Guest Article Agreement
This Guest Post Agreement (the “Agreement”) is made and entered between the undersigned independent author, hereafter referred to as “Author”, and SMC Full Circle Doula Birth Companion Training, LLC, hereafter referred to as “Company”. The Company operates the SMC Doula Network at smcdoulas.com (the “Platform”).
In consideration of the covenants and conditions hereinafter set forth, Company and Author agree as follows:
Author is submitting various writings for the Company to consider posting to the Platform from time to time (the “Work”), which may include articles, blogs and other content. Company hereby agrees to consider posting Author’s Work on the Platform or on other sites affiliated with the Company as well as within the Company’s eNewsletter, in exchange for the rights granted to the Company hereunder by Author. It is within the sole and absolute discretion of Company as to whether or not it uses or continues to post to a Web site any of the Work, and Company may remove the Author-posted Work from its Web site or other sites affiliated with the Company at any time for any reason without notice.
- RIGHTS TO COMPANY
(a) The Work is being commissioned by the Company on a “work for hire” basis as such term is defined under U.S. copyright law.
(b) Subject to Section 4, Author hereby irrevocably grants and assigns to the Company, its successors and assigns, all right, title, and interest to the Work and any revised editions and derivative works, including but not limited to the full and exclusive copyright to the Work, and the full and exclusive rights, by itself or with others, throughout the world, to print, publish, republish, distribute, post on web sites, and transmit the Work and to prepare, publish, distribute, post on Web sites, and transmit derivative Works based thereon, in English and in all other languages, in all media of expression now known or later developed, and to license or permit others to do so. The Company’s rights shall include but not be limited to:
(1) The right to publish and sell the Work in all languages throughout;
(2) Periodical or newspaper rights prior to or following any book publication, including any syndication rights throughout the world;
(3) Any and all moral rights associated with the Work;
(4) Commercial and merchandising rights throughout the world;
(5) Any and all electronic rights, including but not limited to the rights to post all or any of the Work and derivative work thereof on Web sites, electronic newsletters, and online services; and
(6) The right to be the “canonical” source for Web publication of the Work.
(c) To the extent any of the materials and writings prepared by Author hereunder do not qualify as “work for hire” under applicable law, or are not assignable for any reason, Author hereby irrevocably and unequivocally waives enforcement of all such rights.
- DELIVERY OF WORK
The final text for the Work shall be submitted via the Company’s guest posting platform or other electronic format specified by the Company.
- RIGHTS OF THE AUTHOR
Author shall have the following rights, and only the following rights, with respect to the Work:
(a) If the Company posts the Work on a Web site, then Author’s byline will be included as part of the post, together with a short biography of Author and a link to the Author’s Platform.
(b) Author shall have the right to post the Work on Author’s own Web site; provided, however, that Author shall wait at least 30 days after Company has posted the Work on its site.
(c) Author has the right to include the Work in books or e-books.
Author agrees that Company may use, at Company’s sole discretion, Author’s name, likeness, image and voice in connection with maintaining the posting of or otherwise using the Work and Author shall provide Company with a picture that is suitable for display next to the Work. Notwithstanding the foregoing, if the Company uses the Work on sites other than the Platform, the attribution may at the discretion of the Company also include a reference link to smcdoulas.com or other sites.
- CHANGES, EDITS AND COPYRIGHTS
(a) Company shall have the right to edit and delete portions of the Work as it determines in its sole discretion, without any approval from or notice to Author.
(b) Company has the right to add to the pages containing the Work hyperlinks, boxes linking to other articles, products, or services, advertisements, and any other matter determined appropriate by the Company.
- OWNERSHIP OF INFORMATION
Any and all data and information concerning usage and readers of the Work shall be deemed solely owned by the Company. Any use of Company’s name or trademark(s) by Author shall require prior and written authorization from Company.
Author agrees to comply with all editorial policies of the Company established from time to time by the Company and made available to Author.
Author will not be entitled to any monetary or other compensation. Author will not be entitled to any portion of revenue if revenues are generated by Author’s Work, or any rights or equity in the Company.
Author represents and warrants that the Work is original; the Work has not previously been published and is not in the public domain; Author has the right to enter into this Agreement and owns and can convey the rights granted to the Company; the Work contains no libelous or unlawful material or instructions that may cause harm, damage, or injury; the Work will not infringe upon or violate any copyright, trademark, trade secret or other right or the privacy of others; and the Work does not contain any affiliate links or link to link farms; and statements in the Work asserted as fact are true or based upon generally accepted professional research practices. Author represents that the Work as provided by Author is professional of a high-grade nature and quality.
Author agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents, shareholders, and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages arising out of, or in connection with any breach of this Agreement by Author.
- RELATIONSHIP OF PARTIES
Author is independent of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company’ sole discretion to cease using Author’s services or posting Author’s Work. Author shall provide the Company with satisfactory proof of independent status if requested.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to conflict of law principles.
(b) Entire Agreement. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
(c) Amendment. This Agreement may be amended only by a writing signed by Author and by a duly authorized representative of the Company.
(d) Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
(e) Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Agreement.
(f) Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
(g) Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company.
(h) Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Author, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Author in the event of any breach or threatened breach of any of such provisions by Author, in addition to any other relief (including damages) available to the Company under this Agreement or under law.
(i) Notices. Any notice, request, consent, or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid or by email, to Author’s residence, or business address or email address, or to the Company’s principal office, as the case may be.
(j) Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship of the parties, either during the existence of the relationship or afterwards, between the parties hereto, their permitted assignees, their affiliates, their attorneys, or agents, shall be resolved solely and exclusively by confidential binding arbitration in Portland, Oregon under the commercial arbitration rules of JAMS in effect at the time of the commencement of the arbitration, before one arbitrator. Each party shall bear its own attorney fees and costs and 50% of the arbitrator’s fees and costs. Any claim or dispute arising out of or relating to this Agreement, or the relationship of the parties may only be brought on an individual basis and not by a class action or multiple party action.
(k) Assignment. The engagement of Author is personal, and Author may not assign or subcontract any of his rights or obligations hereunder. The rights of the Company hereunder are freely assignable, transferable, and licensable.