So, does anyone out there (“out there” defined as someone on the big, wide expanse that is the internet) want to give a poor writer some legal advice?
Here’s the situation: I want to submit a piece of writing to a certain website. However, I want to be certain that I am not unknowingly signing away my first-born child or something like that by agreeing to this certain website’s submissions agreement. Like many agreements, it’s written in legalese and I’m not sure I am properly making sense of it.
This is where you come in, dear reader who is educated in legal matters. What does this agreement really say? Specifically, could you explain the bit in section 1 to me? Under this agreement, could my writing theoretically be published in an ebook written by this website’s editors (i.e. not me) in the future?
The agreement is below the fold. Thanks in advance to anyone who helps me out with this.
Thank you for your interest in having your voice heard on http://www.thoughtcatalog.com (the “site”), a digital magazine owned by The Thought & Expression Company LLC (“we” or “us”). We reserve the right, in our sole discretion, to publish or not publish any articles, content, or other materials that you submit to us (“Content”). Before we can accept any Content from you now or in the future, please confirm that you have read and agree to this Submissions Agreement (“Agreement”), which will govern any Content that you provide to us that is accepted for publication on the site:
1.In exchange for our providing you with this platform for expression and with potential exposure to users of the site, all of which you agree is valuable consideration, you grant us a non-exclusive, perpetual, worldwide, royalty-free license to use, publish, reproduce, modify, adapt, license, sublicense, distribute, sell, perform, translate, and display the Content (including any drawings, images, sounds, video recordings, or other data embedded in the Content and including adaptations or derivative works based on the Content) for any purpose and in any manner or medium (now existing or hereafter developed) (the “Rights”). All Rights granted to us pursuant to this Agreement are irrevocable and vest immediately upon publication of your Content at http://www.thoughtcatalog.com. You will retain ownership of the copyright in the Content, subject to the rights granted to TEC in this Agreement. However, if you decide to republish the Content elsewhere, you agree to include the following disclosure: “Originally published by Thought Catalog at http://www.thoughtcatalog.com.”
2.If your Content is accepted for publication on the site, you can work through our author profile page to promote yourself and broadcast your voice to our audience. Please understand, however, that we make no representations, warranties, or promises whatsoever regarding the nature or level of exposure that you or your Content will receive through our site, and you agree that we have no obligation to you under this Agreement, or under any law, or in equity, in connection with any of your Content that we may Use.
3.IF YOU THINK YOU SHOULD BE PAID OR OTHERWISE COMPENSATED FOR YOUR CONTENT, PLEASE DO NOT SUBMIT IT TO US THROUGH THIS FORUM. THIS FORUM IS INTENDED ONLY FOR PERSONS WHO BELIEVE THEY WILL BENEFIT PERSONALLY OR PROFESSIONALLY FROM OUR PUBLICATION OF THEIR CONTENT WITHOUT COMPENSATION. YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO COMPENSATION OR REIMBURSEMENT OF ANY KIND FOR YOUR CONTENT OR ANY OF YOUR ACTIVITIES RELATED TO YOUR CONTENT AND THAT WE MAY BENEFIT COMMERCIALLY FROM YOUR CONTENT, INCLUDING BY ATTRACTING ADVERTISING TO THE SITE, BY INCREASING THE VALUE OF THE SITE, AND IN OTHER WAYS. YOU FURTHER ACKNOWLEDGE THAT WE HAVE NO OBLIGATION TO PROVIDE YOU WITH ANY DATA OR ANALYTICS OR OTHER INFORMATION THAT WE MAY OBTAIN OR CREATE (INCLUDING, BUT NOT LIMITED TO, PAGE VIEW DATA) CONCERNING YOUR CONTENT OR THE SITE.
4.We reserve the right, in our sole discretion, to (a) edit the Content, (b) supplement or co-mingle the Content with our trade names, trademarks, and service marks and with content provided by us or by third parties, (c) remove the Content from http://www.thoughtcatalog.com; and (d) benefit commercially from the Content.
5.You understand that our site receives significant traffic and is accessible to anyone on the Internet. You should not provide us with any Content that is private. Anything posted on our site will be available to anyone on the Internet. You are solely responsible for any legal or other repercussions that occur as a result of your Content posted at our site. We assume no responsibility or liability which may arise from your Content. We are under no obligation to modify or delete your Content once it is posted on our site.
6.You represent and warrant to us that (a) you are 18 years of age or older, (b) the Content will be an original work created by you that has not been published elsewhere; (c) you own the copyright in the Content; (d) the Content will not contain any express or implied statements of fact that are untrue, false, or misleading; (e) the Content will not infringe the copyrights, trademarks or other rights of any third party; (f) the Content will not contain any viruses, worms, malware or other harmful or destructive material; and (g) the Content will not contain any defamatory, libelous, obscene, pornographic, threatening, abusive, harassing, or similarly unlawful material. You will indemnify and hold us harmless against any damages sustained or expenses incurred (including reasonable attorneys’ fees) in connection with any claim, action or proceeding based on an actual or alleged violation of these representations and warranties.
7.You acknowledge that there is no partnership, joint venture, employment, consulting or other such relationship between you or us (each a “Party” and together the “Parties”).
8.The terms of this Agreement are binding upon, and will inure to the benefit of the Parties, including their respective licensees, successors, and assigns. We may assign, license or transfer any or all of the Rights you have granted to us to any other person or entity. Except as expressly provided in this Agreement, there are no third-party beneficiaries to the Agreement.
9.If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions will not be affected or impaired, unless continued enforcement of the provisions frustrates the intent of the Parties.
10.No delay or failure by either Party in exercising any right under this Agreement, and no partial or single exercise of that right, will constitute a waiver of that or any other right. Failure to enforce any right under this Agreement will not be deemed a waiver of future enforcement of that or any other right.
11.This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York without regard to conflict/choice of law principles. Each Party hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within the County of Kings, New York in connection with any matter arising out of this Agreement, agrees that process may be served upon them in any manner authorized by the laws of the State of New York, and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue, or process.
12.This is the entire agreement between the Parties, and any changes must be agreed to in writing by the Parties.