This sets forth the terms of your agreement with Healthy Living Media Group, Inc. (together with its affiliates "HealthyLivinG").
1. Content: HealthyLivinG will provide you with a forum to publish content, whether in written, video or other format that you submitted, as amended from time-to time, attached hereto and incorporated herein (the "Work") for publication by HealthyLivinG;
2. Grant of Rights/License: In consideration of HealthyLivinG publishing your content, you grant HealthyLivinG the following rights/license in the Work:
a) Worldwide rights to publish in any or all print and electronic editions/versions of HealthyLivinG's publications, which include but is not limited to The Doctors' Prescription To Healthy Living, All You Need For Healthy Living (the "Publications") including domestic and foreign, whether in the English language or translated into a foreign language, including any successor, similar or replacement versions thereof;
b) The right to use the Work as it appears in the Publications in advertising and promoting HealthyLivinG, its publications and/or its products as well as the right to excerpt and create teasers and summaries of the Work;
c) The right to use the Work in whole or in part on HealthyLivinG's website(s);
d) The right to republish, store, syndicate, distribute and/or sell reprints in print or electronic media of all or any portion of the Work in any language and in any country;
e) The right to publish the Work in whole or in part in a print or electronic edition of an anthology and in an electronic database;
f) The right to use your name and likeness in a fair and dignified manner and to publish information about you in connection with the advertising and promotion of the Publications;
g) You agree for a period of two (2) years from the Due Date that is set forth in Schedule A not, without the permission of HealthyLivinG, to publish or permit others to publish any work that consists of the Work in its entirety or is substantially similar to the Work.
h) All rights granted by this agreement are granted in perpetuity and applicable in all media including, but not limited to, all electronic media, internet, wireless or mobile platforms whether now known or hereafter created.
3. Delivery of the Work: You agree to deliver to HealthyLivinG the manuscript of the Work and related materials, in content, form and style satisfactory to HealthyLivinG in an electronic format compatible with HealthyLivinG's operating systems. You shall deliver to HealthyLivinG the complete manuscript of the Work, related materials, and written permissions for incorporation in the Work of any copyrighted materials, interviews and model releases no later than the Due Date.
4. Editing and Publication of the Work: HealthyLivinG has the right to edit or otherwise change the Work. You also agree to promptly make such changes in the Work as HealthyLivinG may request. HealthyLivinG retains the right to accept or reject the Work outright or after changes have been made by you and delivered to HealthyLivinG.
5. If the Work is not delivered to HealthyLivinG in satisfactory form, content and style by the Due Date, HealthyLivinG, at its sole discretion, may terminate this Agreement without payment of the Fee to you. HealthyLivinG may choose not to publish the Work after it has been accepted by the HealthyLivinG as satisfactory for publication. You shall be responsible for all expenses incurred while performing services under this Agreement.
6. Copyright/Coverage: Except for the rights granted us hereunder, you retain all rights, including copyright, in the Work. We intend that this agreement shall cover Works published in any of the Publications after the date of this agreement.
7. Representations and Warranties; Indemnification; Conflict of Interest: a) You represent and warrant that you will be the sole author of the Work; that the Work will be original and not previously published in any form; that the Work will not knowingly contain any untrue statements or material that is deceptive, fraudulent or intentionally misleading, that it will not knowingly invade any right of privacy or violate any right of publicity or infringe upon any statutory or common law copyright or trademark or otherwise violate the rights of any third party or any applicable law or regulation and that all statements in the Work which are asserted as facts are true and/or based upon reasonable research for accuracy. You agree to cooperate in the defense of any legal action brought against HealthyLivinG arising from the publication of your Work and you agree to retain all notes, drafts and copies relating to the Work for three (3) years from acceptance.
b) You agree and represent that you will disclose to HealthyLivinG in writing any actual or potential conflict of interest, including but not limited to any financial interest in any product, firm, or commercial venture relating to the subject of the Work.
c) You agree and represent that you will not use your association with HealthyLivinG to advertise or otherwise promote or identify yourself in any speaking engagements or public appearances without the prior written consent of HealthyLivinG. In addition, you will not use your association with HealthyLivinG to solicit or accept free or discounted gifts or services.
d) You agree and represent that you will clear, at your expense, the rights set forth in
Section 2 for any third party content you include in the Work. If you do not, you shall not include such content in the Work.
e) You shall indemnify HealthyLivinG and hold HealthyLivinG harmless against any liability, cost or expense including reasonable attorneys’ fees incurred as a result of any breach of your representations or warranties.
8. Liability of Content Contributors: HealthyLivinG, in its sole discretion, may publish, withdraw, postpone or alter any content you provide. You understand that you are responsible for any legal claims arising from the Work you provide and that HealthyLivinG intends to treat such Work as covered by Section 230 of the Communications Decency Act’s safe harbor.
9. Contributor Guidelines/Conditions: You agree to abide by the terms of the Contributor
Guidelines provided to you, as amended from time to time, which are incorporated herein by this reference. You also agree to periodically check the guidelines for any amendments.
Note: Your failure to follow the Guidelines/Conditions, particularly those pertaining to copyright infringement, will result in termination of this agreement.
10. Relationship of the Parties: Nothing herein shall be construed to create an employer-employee relationship between HealthyLivinG and you. You are an independent contractor and not an employee or agent of HealthyLivinG or any of its subsidiaries or affiliates. You have the right to control the means, manner and method by which you create the Work and you assume responsibility for the quality, scope and accuracy of the Work.
11. Term and Termination: This agreement shall remain in effect until terminated by either party upon written notice. All provisions that, by their nature should survive termination, shall survive, including any grant of rights/license.
12. Modification/Assignment: This agreement contains our entire understanding and may not be modified, waived or discharged orally. Any modifications, waiver or discharge must be in writing and signed by you and HealthyLivinG. HealthyLivinG may assign this agreement in whole or in part and agreement shall be binding upon and benefit successors and assigns of HealthyLivinG. You may assign monies due you under the terms of this Agreement.
13. Governing Law/Jurisdiction/Severability/Superseding Agreement: This agreement shall be governed by the laws of the State of California and the parties agree to the exclusive jurisdiction of the courts located in the Northern District of California. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision This Agreement supersedes any prior agreement between you and HealthyLivinG pertaining to the subject matter hereof.