Terms & Conditions
This Contributor’s Agreement (“Agreement”) is between Society of Spoken Words (“SOSA”) and You, a contributor of written, spoken, or visual media (individually a “party,” together the “parties”) granting SOSA the right to use, display, post, and/or create derivative works thereof and to otherwise distribute copies of Your Works solely for the purposes of supporting SOSA.
1. GRANT OF LICENSE
1.1 License to Use and Display and Distribute. You hereby grant SOSA a terminable, non-exclusive, worldwide license to use, post, reproduce, display, market, and otherwise distribute certain works, including such rights to reproduce, amend, and/or create derivative works as may be desirable by SOSA for the purposes of promoting Your Work and SOSA, individually and/or jointly. You agree that SOSA may use Your Works in any manner SOSA elects, including displaying Your Work together with the works of others. Such license shall include the right, but not an obligation, to use your name and likeness together with Your Work, if so elected by SOSA.
1.2 Ownership Retained. You retain all ownership rights and the copyrights in your Work. SOSA expressly agrees not to sell, use, or exploit your work on a for-profit basis. However, as noted above SOSA You agree that SOSA may use your Work to promote SOSA.
1.3 Review and Correction. SOSA shall be entitled to review Your Works for originality and/or suitability. SOSA retains the exclusive right to accept or reject any submission.
1.4 No Obligation to Display or Use. SOSA reserves the exclusive right to amend, modify, and cease to display, use, make available, or otherwise distribute Your Works.
1.5 No Payments. SOSA shall have no obligation to report the distributions or other uses of Your Works. No royalties for the use of Your Work or derivative versions thereof shall be owed or due to you.
1.6 Term and Termination. This Agreement shall be worldwide and perpetual in nature.
1.7 Originality. You represent and warrant that the Works transmitted and/or delivered to SOSA, irrespective of delivery method, are original and Your exclusive work product. For the purposes of this Agreement, the copying, re-use, sampling, or other digitized copying without permission and license from the owner thereof will be interpreted as a breach of this Agreement.
1.8 Termination. SOSA shall have, in its absolute discretion, the right to terminate this Agreement for any reason whatsoever without the obligation of notice.
1.9 No Duty to Defend. SOSA shall have no obligation to defend any claim or action arising out of an allegation of copying or infringement of the rights of any third party. SOSA shall have no obligation to assist, participate, join in, or otherwise defend You from any such allegation and no term or condition herein shall be construed as creating such an obligation.
1.10 Indemnity. You hereby indemnify and hold SOSA, its officers, directors, employees, volunteers, contributors, and supporters harmless from and against any and all claims, demands, costs, and liabilities (including all reasonable attorneys’ fees) of any kind whatsoever relating to any demand, allegation, action, or case related to SOSA’s display, sale, use, or distribution of Your Works or the use of the Works by third parties who receive copies of Your Works from SOSA.
1.11 Confidential Information. During the term of this Agreement the parties may learn or become aware of information that may be sensitive in nature, including, but not limited to, marketing information, client lists, marketing plans and pricing structures. Each party hereby expressly agrees to retain all confidential information of the other in confidence and shall not publish or disclose such confidential information at any time during the term of this Agreement. The parties further agree that the terms and provisions of this Agreement shall remain confidential.
2. REVOCATION OF WARRANTIES AND DISCLAIMER
2.1 No Warranties. SOSA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR WARRANTY OR REPRESENTATION OF FACT ARE MADE HEREIN, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, QUALITY, SUITABILITY FOR USE, OR PERFORMANCE OF SOSA’S SERVICES.
2.2 Disclaimer of Liability. UNDER NO CIRCUMSTANCES SHALL SOSA BE LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF YOUR WORKS EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
3.1 Amendment. This Agreement may be amended, modified, or changed in writing in a document signed by an officer of both parties.
3.2 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid provision shall be replaced with a provision that most closely effects the intent of the unenforceable provision.
3.3 Relationship of Parties. SOSA and You are independent contractors, and neither party shall be, nor represent itself to be, the joint venturer, franchiser, franchisee, partner, broker, employee, servant, agent, or representative of the other party for any purpose. The parties expressly agree that neither party shall be responsible for the acts or omissions of the other, and neither party shall bear authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein or in a document executed by both parties.
3.4 Notices. All notices given under this Agreement shall be effective upon receipt by addressee. Notice may be transmitted in writing, by electronic mail, with a confirmation copy sent by registered or certified mail, return receipt requested, postage prepaid. Notices shall be sent to the addresses noted herein and as may be changed from time to time by the parties.
3.5 Governing Law. This Agreement, all exhibits, and all amendments hereto shall be governed by the laws of The State of Illinois as they apply to contracts entered into and wholly performed therein and without giving effect to its conflict of law rules or the conflict of law rules of any other jurisdiction. The parties hereby expressly consent to the personal jurisdiction of the local, state, and federal courts located in Cook County, Illinois and expressly waive any jurisdictional or venue defense and consent to service of process by mail.
3.6 Joint Preparation. You represent and warrant that You have had the benefit of counsel in the review and/or amendment of this Agreement and that this Agreement shall be deemed to have been drafted jointly by the parties. Any uncertainty or ambiguity shall not be construed for or against any party based upon any attribution of drafting to any party.
3.7 Counterparts. This Agreement may be executed in counterparts, which may be transmitted by facsimile or electronic mail, with confirmation by first class mail, each of which shall be deemed to be an original and all of which together shall comprise the same instrument.
3.8 Waiver. No waiver by SOSA, whether express or implied, of any provision of this Agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement. No waiver by SOSA, whether express or implied, of any breach or default by the Foundry, shall constitute a waiver of any other breach or default of the same or any other provision of this Agreement.
3.9 Captions. The captions of the various sections of this Agreement are for convenience only and shall not control or affect the meaning or construction of this Agreement.
3.10 Entire Agreement. This Agreement and its exhibits constitute the complete and exclusive statement of the agreement between the parties and supersede all prior oral and written agreements, communications, representations, statements, negotiations, and undertakings relating to the subject matter herein.