This agreement (this “Agreement”) is between you, (as the “submitter” on the account profile set forth on one or more website(s) (the “Site(s)”) owned or operated by “Company” as herein defined) (“Contributor”) and Eagle Products, LLC and its affiliates (“Company”) regarding one or more works that may be submitted by you to Company from time to time.
1. Work(s). Contributor has created and delivered to Company one or more articles regarding investing that are generally between 500 and 1,000 words in length (the “Work”). Company has the sole discretion to decide whether and when to publish the Work or to edit it for publication on the Site(s).
2. Contributor Responsibilities. For each Work submitted, Contributor will: (a) deliver the Work to Company in the formats and on or via the media, and to the address, specified by Company on the Site(s), and (b) obtain from all persons who are, or whose 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 and privacy, as are or reasonably may be expected to be necessary for Company to exercise its rights in the Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person.
3. Grant of Rights. Company is and will be the sole and exclusive owner of all right, title, and interest in and to each Work, including all copyrights and other intellectual property rights therein. By submitting the Work, you agree that the Work is a “work made for hire” as defined in Section 101 of the Copyright Act of 1976. To the extent the Work does not qualify as, or otherwise fails to be, work made for hire, you will, and hereby do assign, transfer, and otherwise convey to Company, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Work, including all copyrights and other intellectual property rights therein.
4. Ownership. If Company agrees to publish the Work on the Site(s), you agree that Company will own and retain all right, title, and interest in and to the Work.
5. Use of Contributor's Name, Likeness and Information. You grant to Company and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical and professional information (including information you provide to Company and any other information about you that is publicly available) in connection with the Work, including to advertise and promote the same or any product or service that features or includes the Work, in whole or in part.
6. No Payment; Acknowledgement of Publicity. If Company publishes a Work submitted by you, Company’s publication of the Work is acknowledged by you to be fair, complete and valuable consideration for your agreement to contribute the Work. Aside from this publicity, Company will not pay you for any right to use or possess the Work as provided herein.
7. Attribution. Company has the right, but not the obligation, to provide you with the attribution for any Work that is published on the Site(s); provided, however, that Company has no obligation to provide such attribution where, in its reasonable discretion, space does not reasonably permit. If attribution is provided it will include your name as the author and be located in a space on the Site designated by Company.
8. Representations and Warranties. By providing any Work to Company for consideration, you represent and warrant that the Work: (a) is your sole and original creation; (b) has not been, and prior to Company's publication thereof will not be, published or otherwise made publicly available, in whole or in part (or, in the event the Work has been previously published, all necessary permissions have been obtained by you for the Work to be published on the Site(s) and Company’s publication of the Work will not infringe upon any parties exclusivity rights or be subject to a claim for damages; (c) is not libelous or otherwise defamatory; (d) does not, and Company’s use thereof will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy; and (d) complies will all rules, regulations and laws pertaining to investing and investments.
9. Indemnification. You will indemnify, defend, and hold harmless Company, and its and their respective officers, directors, employees, agents, affiliates, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements arising from or relating to any breach by Contributor of its representations, warranties, or other obligations hereunder.
10. Relationship of the Parties. You are an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and Company for any purpose. You have no authority to bind Company and will not make any agreements or representations on the Company's behalf without Company's prior written consent. Company is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes or contributions, including penalties and interest.
11. Miscellaneous. This Agreement is personal to you. You will not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this paragraph is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement shall be governed by and construed in accordance with the internal laws of the District of Columbia without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the courts located in the District of Columbia in any legal suit, action, or proceeding arising out of or related to this Agreement or any Work. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.