Positively Content Submission Agreement Form

Submission Agreement

 YOU MUST CAREFULLY READ AND ACCEPT THE TERMS OF THIS SUBMISSION AGREEMENT (“AGREEMENT”) BEFORE VICTORIA STILWELL ENTERPRISES, LLC WILL ACCEPT YOUR SUBMISSION. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, CLICK THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, WHICH SHALL INDICATE YOUR FULL AND COMPLETE UNDERSTANDING AND ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY THEM.

This Agreement is between you ("Engaged Party") and Victoria Stilwell Enterprises, LLC (“Commissioning Party”) (collectively, the “Parties”), with reference to the following facts:

That Engaged Party, an independent contractor, will at the instruction and under the direction of Commissioning Party, provide written material, photographs, audiovisual works, illustrations and/or furnish other materials and/or services in connection with Commissioning Party’s “Positively” brand ("the Work"). In consideration of the mutual promises, covenants and conditions set forth herein, and other good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the Parties agree as follows:

1. COPYRIGHT: The Work, including every embodiment thereof, was specifically prepared for Commissioning Party and constitutes a work-for-hire, as defined in Title 17, Section 101, et seq., United States Code, the Copyright Law of the United States. Engaged Party acknowledges and agrees that Commissioning Party is and will be considered the sole author of the Work for purposes of copyright and shall be the sole and exclusive owner of all rights of copyright in and to the Work and that Commissioning Party will have the exclusive right to exercise all rights specified in Title 17, Section 101, et seq., for the full term of copyright throughout the world and will be entitled to register the copyright in and to the Work in Commissioning Party's name, and furthermore shall exclusively own all rights in and to the Work, including but not limited to trademarks, service marks, and any other ancillary rights associated with the Work. Engaged Party hereby understands and agrees that, except as provided herein, he/she shall have no right, title or interest whatsoever in the Work and/or in any works created during the process of creating the Work.  Should a court of competent jurisdiction determine that the Work or any such work is not a “work for hire,” Engaged Party hereby irrevocably grants and assigns in perpetuity to Commissioning Party all rights and interest in the Work and/or works, including all rights to the copyright and any renewals or extensions thereof. Engaged Party acknowledges and understands Commissioning Party is under no obligation to use the Work. Engaged Party deems Commissioning Party as attorney in fact to execute any such necessary documents including but not limited to any copyright assignments or copyright registrations in Commissioning Party’s name to effectuate this provision. Engaged Party further acknowledges that he/she is not entitled to any royalties, revenue, profits, sums, payments, fees, compensation or other monies derived from the sale, distribution, reproduction, license, public performance, display and/or exploitation of the Work or for the services provided by Engaged Party in connection with the Work. Engaged Party hereby irrevocably and unconditionally waives any and all droit moral and like rights (including but not limited to any rights of privacy and/or publicity) that he/she may have in the Work and/or any other derivative reproductions or other audiovisual works and hereby agrees not to make any claim against Commissioning Party or any party authorized by Commissioning Party to exploit the Work based on such moral or like rights. Notwithstanding anything to the contrary contained herein, Engaged Party shall have the right to reproduce the Work for non-commercial purposes in connection with his/her personal professional portfolio. Engaged Party warrants and represents that the Work and/or any portion of the Work shall be Engaged Party’s original material, and shall not violate the rights of any third party, including but not limited to any copyright, trademark, service mark, trade secret and/or privacy and publicity rights. Engaged Party agrees to indemnify and hold Commissioning Party harmless in connection with any breach of Engaged Party’s representations, warranties and/or obligations hereunder.

2. NAME AND LIKENESS: Engaged Party hereby grants to Commissioning Party the right to use his/her name, voice, likenesses, and biographical data in connection with the distribution, exhibition, advertising, and exploitation of the Work in any medium now known or hereafter developed. Commissioning Party shall provide credit to Engaged Party in connection with the Work in Commissioning Party’s sole discretion. Notwithstanding anything to the contrary contained herein, a failure by Commissioning Party and/or any other party to afford such credit shall not be deemed a breach of this Agreement.

3. INDEPENDENT CONTRACTOR: This Agreement shall not render Engaged Party an employee, partner, agent of, or joint venturer with Commissioning Party for any purpose. Engaged Party shall have no claim against Commissioning Party hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

4. MISCELLANEOUS: The provisions of this Agreement may be amended or waived only by a written agreement executed by Commissioning Party and Engaged Party.  No other course of dealing between the Parties to this Agreement or any delay in exercising any rights hereunder will operate as a waiver of any rights of any such Parties.  A waiver of any breach or any provision of this Agreement is not a continuing waiver or breach of the same or other provisions. This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. The Parties to this Agreement agree and consent to the jurisdiction of and venue in the state or federal courts in Fulton County, Georgia in all disputes arising out of or relating to this Agreement and waive any and all defenses such as that of forum non conveniens. This Agreement shall inure to the benefit of and bind the Parties and their respective heirs, representatives, successors, and assigns.

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    I ACCEPT