edCircuit Publishing Agreement

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This sets forth the terms of your agreement with EdCircuit Media LLC (together with its affiliates (“EDCIRCUIT”).

1. Content: EDCIRCUIT will provide you with an online forum to publish content, whether in written, video, or other formats that you agree to provide as described on Schedule A, as amended from time to time, attached hereto and incorporated herein (the “Work”) for posting on EDCIRCUIT.com;

2. Grant of Rights/License: In consideration of EDCIRCUIT providing an online platform for you to publish your content, you grant EDCIRCUIT the following rights/license in the Work: Worldwide rights to publish in any or all editions/versions of the Publications (defined as EDCIRCUIT.com and other EDCIRCUIT branded/affiliated media) including domestic and foreign, whether in the English language or translated into a foreign language, including any successor, similar or replacement versions thereof
   • The right to use the Work as it appears in the Publications in advertising and promoting EDCIRCUIT, its publications and/or its products, as well as the right to excerpt and create teasers and summaries of the Work;
   • Non-exclusive rights to republish, store, syndicate, distribute and/or sell reprints of all or any portion of the Work in any language and in any country;
   • 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.
   • 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. 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.
4. Representations and Warranties; Indemnification; Conflict of Interest:
   • 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 infringe upon any statutory or common law copyright 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 EDCIRCUIT arising from the publication of your Work. You also agree to retain all notes, drafts, and copies relating to the Work for three (3) years from acceptance.
   • You agree and represent that you will disclose to EDCIRCUIT 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.
   • You agree and represent that you will not use your association with EDCIRCUIT to advertise or otherwise promote or identify yourself in any speaking engagements or public appearances without the prior written consent of EDCIRCUIT. In addition, you will not use your association with EDCIRCUIT to solicit or accept free or discounted gifts or services.
   • 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.
   • You shall indemnify EDCIRCUIT and hold EDCIRCUIT harmless against any liability, cost, or expense, including reasonable attorneys’ fees incurred as a result of any breach of your representations or warranties.

5. Liability of Content Contributors: EDCIRCUIT, in its sole discretion, may publish, withdraw, postpone, or alter in an immaterial fashion any content you provide. You understand that you are responsible for any legal claims arising from the Work you provide and that EDCIRCUIT intends to treat such Work as covered by Section 230 of the Communications Decency Act’s safe harbor.

6. 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 check the guidelines for any amendments periodically.

Note: Your failure to follow the Guidelines/Conditions, particularly those pertaining to copyright infringement, will result in the termination of this agreement.

7. Relationship of the Parties: Nothing herein shall be construed to create an employer-employee relationship between EDCIRCUIT and you. You are an independent contractor, not an employee or agent of EDCIRCUIT 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.

8. 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.

9. Modification/Assignment: This agreement contains our understanding and may not be modified, waived, assigned, or discharged orally. Any modifications, waivers, assignments, or discharge must be in writing and signed by you and us.

10. Governing Law/Jurisdiction/Severability/Superseding Agreement: This agreement shall be governed by the laws of the State of New York, and the parties agree to the exclusive jurisdiction of the courts located in the Southern District of NY. 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 EDCIRCUIT pertaining to the subject matter hereof. This document may be executed in counterparts and via facsimile and other electronic transmissions with the same effect as if executed on one document and as if all signatures were originals. If the foregoing correctly sets forth the agreement between you and EDCIRCUIT, please indicate your approval by signing below.