This SUBMISSION AGREEMENT (“Agreement”) is made by and between Modern Sanctuary, LLC (“Owner”) and persons submitting content (“Submitter”).
THIS AGREEMENT DETAILS THE MUTUAL PROVISIONS AND AGREEMENTS BETWEEN OWNER, WHO OWNS AND OPERATES A WEBSITE TITLED MODERN SANCTUARY (“WEBSITE”), AND SUBMITTER WHO WISHES TO PROVIDE CONTENT AND/OR IMAGES TO THE WEBSITE. FULLY CONSIDERING ALL PROVISIONS IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
ACCEPTED BLOG POST SUBMISSIONS. Owner agrees to publish Submitter content and/or images that Owner accepts for reproduction and/or publication. Owner agrees to provide credit for all content and images in good faith as provided by the Submitter. Owner reserves the right, and sole discretion, to determine whether Submitter content will be accepted for publication.
FORM OF SUBMISSIONS. It shall be the sole responsibility of Submitter to provide content and images to Owner in the form required by Owner and contained in the Submissions Form.
ACCEPTANCE. Owner reserves the right to review and approve the suitability of the content and/or images submitted. Owner may select or omit any image provided, and edit or omit any copy provided for any reason or not reason at all, in Owner’s sole discretion. Owner reserves the right, and sole discretion, to determine whether submissions are appropriate and comply with this Agreement for reasons other than those described solely in this provision.
COMMENTS. Within the submitted content, Owner reserves the right to comment on its reasons for publishing the content and make positive comments about said content. When a given post is published, Submitter will be notified by email.
EXCLUSIVITY. Owner will accept submissions of previously published content. It is Submitter’s sole responsibility to ensure the submission of its content for the Website is in accordance with any and all agreements entered into with other publications, websites, service providers and other third parties. It is Submitter’s responsibility to conform to this Exclusivity covenant.
LICENSE & SOCIAL MEDIA. Submitter grants Owner a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit Submitter’s images and story information (including any trade names, trademarks and service marks shown). Owner has the right to publish photos and provide content on the Website and all social media outlets for any purpose determined by Owner to include but not limited to Website branding, blog content, on-line media kits.
PROPRIETARY RIGHTS. Submitter acknowledges the contents of the Website, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, are proprietary to or licensed by Owner, and may be protected under copyright, trademark and other intellectual property laws, and such contents may not be reproduced for any reason without the written consent of Owner.
Submitter retains all rights, title and interest in its submitted content including copyright, trade names, trademarks, service marks, and other proprietary or intellectual property rights that exist and are owned by Submitter; provided, however, that Submitter grants Owner a non-exclusive, royalty free, perpetual, irrevocable right to the content provided by Submitter (including all related intellectual property rights). Additionally, Submitter agrees that Owner has the right to reformat, modify and/or excerpt any content provided by Submitter.
LIABILITY. Submitter shall be fully responsible and liable for the content provided by Submitter. Notwithstanding the Owner agreement in clause 1, Owner is not responsible for, and in no way warrants or guarantees the representations made or implied in any and all content provided by Submitter. Submitter agrees to hold harmless and defend Owner against any claims, suits, charges, actions, expense, costs and investigations arising out of any and all content and/or images provided by Submitter. By submitting content and/or images, Submitter agrees that Submitter has the lawful right to re-produce and publish said content and images in full.
INDEMINIFICATION. Submitter agrees to, at its own expense, indemnify, hold harmless and defend Owner and each of its officers, directors, owners, employees, agents, and representatives from and against all actions, suits, losses, liabilities, claims, investigations, charges, fines, expenses, damages, and costs of every kind including attorney’s fees, arising out this Agreement, including but not limited to Submitter’s breach of copyright laws, intellectual property laws of any jurisdiction, representations, warranties or provisions herein, violation of any state or federal law or regulation, any injury, death or property damage resulting from the provision of services or goods by Owner, or any claim resulting from Owner’s negligence or omission(s). Submitter’s duty to defend shall include the provision of competent counsel to Owner, as chosen by Owner.
ADDITIONAL LIMITATION OF OWNER LIABILITY. In no event shall Owner be liable for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits arising out of this agreement.
Owner’s services and its Website are provided “as is” without warranty of any kind from the Owner, express or implied, including any warranties of fitness for a particular purpose, and any use of the Website are at Submitter’s sole risk. Owner does not warrant that the Website will be uninterrupted or error free, nor does Owner make any warranty as to the performance or any results that may be obtained by use of the services or Website.
WAIVER. The waiver by Owner of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of Owner to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
GOVERNING LAW. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Maine, USA without giving effect to any choice of law statues.
DISPUTE RESOLUTION. Any dispute arising from or relating to this Agreement shall be settled by binding arbitration in Cumberland County, Maine before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Prior to commencing any action for Arbitration, the parties must first submit any and all issues in dispute to the other party and make a reasoned, good faith attempt to settle said issues in dispute. Upon failing to resolve or otherwise settle issues in dispute within a thirty (30) day period upon submission of the issues in dispute, the complaining party may then submit the dispute to arbitration by giving written notice to the other party that the dispute is being referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal. Each of the parties shall pay for the costs of arbitrator and arbitration services equally, but shall be responsible for the costs of their own attorney’s and consultants fees.
SEVERABILITY. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
ENTIRE AGREEMENT. This Agreement is the final, complete and exclusive agreement of Submitter and Owner with respect to the provisions of this Agreement and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the provisions of this Agreement. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each the Owner and Submitter.
THE PARTIES HAVE CONSENTED TO THIS AGREEMENT AS OF THE DATE RECORDED.