The Company's rights shall include but not be limited to: Credit, Attribution and Linking. Website Operator shall give Contributor credit in connection with the use of the Materials by identifying Contributor in conjunction with the Materials as displayed on the Website. The term of this Agreement the "Term" shall commence upon acceptance of this Agreement by the Contributor and will continue until such time as Website Operator determines, in its sole discretion, to remove the Materials from the Website.
Website Operator will provide Contributor written notice to Contributor of its intent to terminate the Agreement. Acceptance Of The Materials. If Contributor delivers the completed Materials by the date agreed upon with the Website Operator, the Website Operator shall, within five 5 business days of delivery, notify Contributor whether the Materials are, in the Website Operator's reasonable judgment, complete and satisfactory, and if not, reasonably request changes that would make the Materials acceptable and satisfactory.
During the Term of this Agreement, Website Operator shall have use of the Materials on a royalty-free basis. Website Operator shall be the sole owner of all intellectual property rights in the Site and all materials relating to the Site other than the Materials.
Contributor shall retain all rights with respect to the Materials which are not expressly granted to Website Operator herein and Contributor may exercise, sell, license, or otherwise dispose of such rights at any time. Contributor represents and warrants the Materials are Contributor's original works, and do not now and will not violate any existing intellectual property rights, including without limitation, copyright or trade secret or any contractual rights, and that they contain no matter which, if published, will be fraudulent, harassing, libelous, obscene, or a violation of any rights of publicity or privacy, or any law or regulation.
Contributor will fully cooperate with Website Operator in responding to and defending against any third party claim related to the Materials. Each party hereto shall indemnify, defend, and hold harmless the other party, its editors, officers, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that, if true, would constitute a breach of any of the indemnifying party's representations, warranties, or agreements hereunder.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of laws provisions. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a federal or state court having subject matter jurisdiction located in New York County, New York.
Contributor is an independent contractor of the Website Operator. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral understandings or agreements. If any term, provision, covenant or condition of this Agreement shall be held to be invalid, unenforceable or void, the remainder of this Agreement shall remain in full force and effect.
The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto shall not preclude or waive its right to exercise any or all other rights and remedies. No failure or neglect of either party hereto in any instance to exercise any right hereunder or under law shall be a waiver of any other right in any other instance.
Any notice, request or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when provided either by hand delivery; by electronic mail; by facsimile transmission; or certified or registered mail, with postage prepaid, to Contributor or Website Operator in person or to its respective address or any applicable electronic mail address or facsimile number as provided by such party.
By submitting the Materials to the Website Operator, Contributor hereby agrees to the terms and conditions of this Agreement.