This Content Submission Agreement (the “Agreement”) between DesiMoms™, Inc. (“DesiMoms”) and you (“You”) sets forth the terms pursuant to which You may submit certain content (the “Content”) for publication on the website operated by DesiMoms currently located at the URL http://www.desimoms.org (the “Site”).
By using the Site and submitting Content, you agree to be bound by the terms set forth in this Agreement. Before you may submit any Content, you must read this Agreement and indicate your acceptance of its terms by following the instructions in the “[Submit Content]” page, and checking the box labeled “I agree to DesiMom’s Content Submission Agreement.”
This Agreement, together with the Writing Tips & Formatting Guidelines [Insert Link] posted on the Site (the “Guidelines”) set out the legally binding terms of your use of the Site and submission of Content, as well as the ownership of any Content You submit that is approved for publication on the Site by DesiMoms. This Agreement may be modified by DesiMoms at any time without prior notice. All such modifications will be effective upon posting on the Site, and the submission of any Content by You after the posting of any such modification will constitute your agreement to that modification.
1. Submission of Content. You may submit Content to DesiMoms, and DesiMoms may consider the Content, for potential publication on the Site. All Content submitted by You must be: (a) your original work of authorship; (b) appropriate for viewing by a general audience; (c) written and submitted in compliance with the Guidelines; and (d) consistent with the general quality standards of the Site.
2. Published Content. Content accepted by DesiMoms pursuant to the Guidelines is referred to in this Agreement as “Published Content.” DesiMoms may edit, revise, or adapt the Published Content (or cause others to make such changes) in its sole discretion, and may use Published Content, whether on the Site or otherwise, in any manner or form that it sees fit. DesiMoms may remove the Published Content from the Site or discontinue any other use thereof at any time and for any reason without notice to You.
3. Assignment of Published Content. You hereby irrevocably assign, transfer, and quitclaim to DesiMoms (or such third party/ies as DesiMoms may elect) all right, title, and interest You may have or hereafter acquire in and to all Published Content, either directly or indirectly, along with all intellectual property rights and other proprietary rights relating to all Published Content, including any and all registrations with respect thereto, whether foreign or domestic, and all renewals and extensions thereof, as well as related rights of priority under international conventions, and all rights to sue and recover damages for past infringements.
4. Waiver. You acknowledge and agree that the assignment set forth in Section 3 includes all of your moral and similar rights, if any, in and to the Work, and, to the extent such rights are not assignable, You hereby expressly waive such rights and agree not to assert any such rights against DesiMoms. Such moral and similar rights may include rights of paternity, integrity, disclosure and withdrawal, as applicable.
5. Biographical Information and Likeness. To the extent submitted with any Content pursuant to the Guidelines, You authorize DesiMoms and its successors and assigns to use one or more of the following: (a) your name; (b) pertinent biographical information relating to You; and (c) your likeness in connection with the publication of any Published Content, as well as any derivative works based upon any Published Content, without further compensation or consideration to You, and without your further review or consent.
6. Other Rights. If any Published Content contains any material in which any third party owns any proprietary rights or intellectual property rights of any kind, including copyrights, You will secure, at your sole expense, the appropriate written permission for DesiMoms and its licensees, successors, and assigns in and to such material, to the same extent which DesiMoms could otherwise have in and to such Published Content, assuming no such third party materials were incorporated into the Published Content.
7. Further Assurances. If DesiMoms requests that You sign any documents or take any other actions to confirm the rights granted under this Agreement, You agree to do so. You hereby irrevocably appoint DesiMoms as your attorney-in-fact (which appointment is coupled with an interest) for the purpose of executing such documents on your behalf. If You do not, for any reason, sign such documents within a reasonable time of DesiMoms’s request, then DesiMoms will be permitted to exercise such appointment. Without limiting the foregoing, You agree that You will perform the above acts, and DesiMoms may exercise any of the above rights without compensation to You.
8. Termination; Survival. Either DesiMoms or You may terminate this Agreement for any reason immediately upon written notice to the other party. The provisions of Sections 3 through 16 of this Agreement, including without limitation the assignment of all Published Content by You to DesiMoms, shall survive the termination of this Agreement for any reason.
9. Representations and Warranties. You represent and warrant to DesiMoms that (a) You have the full power and authority to enter into and perform this Agreement and to make the grants and assignments set forth herein, and that You have not previously granted, assigned, or encumbered any of the rights granted and assigned hereunder; (b) all materials contained in all Content submitted to DesiMoms and all ancillary materials furnished by You, if any (except material for which permissions are obtained as required by Section 6 above) are owned by You and are original, unpublished, and not previously the subject of an application for copyright registration, except as disclosed in writing to DesiMoms pursuant to the Guidelines; (c) all Content submitted to DesiMoms and all ancillary materials furnished by You, if any, will contain no matter that is libelous or otherwise unlawful, and will not infringe, violate, or invade any copyright, right of privacy, or other proprietary or personal right of any third party, whether statutory or non-statutory; and (d) all Content submitted to DesiMoms will comply with the Guidelines.
10. To the extent the assignment set forth in Section 3 of this Agreement is ineffective for any reason, You hereby grant to DesiMoms the exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide right and license (including the right to sublicense through multiple tiers of sublicensees) to use, reproduce, publish in any form, whether tangible or electronic, and sell all Published Content. Also, to the extent the foregoing license is ineffective for any reason, You hereby irrevocably and perpetually waive all proprietary rights You may have in or to all Published Content to the sole benefit of DesiMoms, and hereby covenant not to bring or participate in any action against DesiMoms for infringement of such proprietary rights.
11. Indemnification. You agree to indemnify and hold DesiMoms, its directors, officers, agents, employees and affiliates harmless from and against any and all claims, demands, actions, suits, prosecutions and other proceedings brought by or on behalf of a third party in any jurisdiction, and all related damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including reasonable attorneys’ fees and costs), arising from or related to (a) the Published Content; (b) your negligent or intentional tortious acts or omissions; or (c) your breach of any representation, warranty, covenant or other obligation set forth in this Agreement.
12. Limitations on Liability. IN NO EVENT SHALL EITHER YOU OR DesiMoms, OR DesiMoms’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO THE OTHER PARTY OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN SECTION 11 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS OR SUITS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OUTSTANDING FEES DUE AND OWING TO YOU (IN THE CASE OF DesiMoms) OR ALL FEES PREVIOUSLY PAID (IN THE CASE OF YOU) UNDER THIS AGREEMENT.
13. No Agency. There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and us or between us and any other user of the Website.
14. Assignments. You may not assign, delegate, or transfer any of your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without DesiMoms’s prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void from the beginning and without further effect. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, successors, and permitted assigns.
15. Governing Law; Dispute Resolution. This Agreement will be construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed therein, without regard to that body of law pertaining to conflicts of laws. Either You or DesiMoms may obtain equitable relief hereunder in the state and federal courts, as appropriate, located in San Mateo County, California, and each of You and DesiMoms hereby waives all forum and venue objections thereto. All other controversies between You and DesiMoms arising hereunder will be resolved by binding arbitration in accordance with the rules and procedures of the American Arbitration Association; provided that: (a) arbitration will be conducted in San Mateo County, California; (b) the arbitrator will be an expert in the subject matter of the dispute; and (c) the prevailing party in the arbitration will be entitled to recover from the other party such prevailing party’s costs (including without limitation reasonable attorney’s fees) incurred in connection with such action.
16. Miscellaneous. This Agreement, together with the Guidelines, which are incorporated into and made a part of this Agreement, each as in effect and posted on the Site from time to time, constitute the entire agreement between You and DesiMoms and supersede all prior understandings, whether written or oral with regard to the subject matter of this Agreement. In the event of any conflict or inconsistency between this Agreement and the Guidelines, the terms of this Agreement will prevail. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties, and the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby. No modification of or amendment to this Agreement will be effective unless in writing and signed by You and a duly authorized representative of DesiMoms. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
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