Terms of Service
1. Subject to the terms and conditions of this work for hire Agreement, SPACEMOB grants to Publisher all rights and the exclusive ownership of the Publisher Content to distribute at Publisher’s sole discretion. SPACEMOB retains the right to use the Publisher Content for any or all promotional purposes.
2. The service provided shall be a work for hire, and Publisher shall own the Publisher Content, and shall be the sole and exclusive owner of the copyright in the Publisher Content, including all rights of copyright registration, renewal and extension. Publisher shall also be considered to be the author of the Publisher Content for the purposes of U.S. copyright law, and for the purposes of any other applicable state or federal laws. SPACEMOB shall make no claim to ownership of the copyright in the Publisher Content, nor shall SPACEMOB attempt to exercise any rights, privileges or protections afforded to a copyright holder. SPACEMOB waives all moral rights in Publisher Content. SPACEMOB shall receive no credit or right to credit for work performed or included in the Publisher Content.
3. The parties agree that all communications between them and the business and financial information provided by one to the other in the course of performing their respective duties hereunder shall be deemed confidential (“Confidential Information”) and shall not be disclosed to third parties, without the express consent of the other party. The foregoing shall not apply to any information that (a) is at the time of disclosure, or thereafter becomes, part of the public domain other than through breach of this Agreement, (b) is subsequently learned from a third party that does not impose an obligation of confidentiality on the receiving party, (c) was known to the receiving party at the time of disclosure, (d) is generated independently by the receiving party, or (e) is required to be disclosed by law, subpoena or other process. Neither party will issue a press release nor make any public announcement pertaining to this Agreement unless both parties expressly agree to the form and substance of such press release or announcement or if such press release is required by applicable law. SPACEMOB may list the Publisher as a Partner on and/or their parent company site www.answermedia.com.
4. Publisher acknowledges that it shall be responsible for providing materials including but not limited to scripts, outlines, text, headlines, notes, bullet points, images and the like (“Source Materials”) in a form suitable for reproduction or incorporation into the Publisher Content in a timely manner.
5. SPACEMOB is an independent contractor, not an employee of Publisher or any company affiliated with Publisher. SPACEMOB shall provide the Services under the direction of Publisher. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. The Publisher Content prepared by the SPACEMOB shall be deemed a work for hire as that term is defined under Copyright Law. All rights granted to Publisher are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
6. During the term of this Agreement, and for a period of one (1) year after expiration or termination of this Agreement, Publisher agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any employee or Agent of the SPACEMOB, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire even occurs, Publisher agrees that SPACEMOB shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Publisher, or (b) 25 percent of fees paid to said person if engaged by Publisher as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Publisher. SPACEMOB, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
7. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Publisher is free to engage others to perform services of the same or similar nature to those provided by SPACEMOB, and SPACEMOB shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by SPACEMOB.
8. Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and perform its obligations hereunder and SPACEMOB represents and warrants that there are no pending legal proceedings against it relating to the Publisher Site that would have a material adverse effect on the performance of the Publisher’s obligations hereunder. In addition, if SPACEMOB delivers any video containing any music, SPACEMOB shall deliver documentation evidencing that the necessary rights were obtained, if so requested by Publisher. SPACEMOB also agrees to furnish Publisher, upon request, with a script or other written materials utilized in the production of each of the video. SPACEMOB agrees to cooperate with Publisher and its employees, editors, researchers, agents, and legal counsel in connection with any project review of each project prior to its public release. Publisher represents, warrants and covenants to the SPACEMOB that (a) Publisher owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the all Source Materials, (b) to the best of Publisher’s knowledge, the Source Materials do not infringe the rights of any third party, and use of the Source Materials as well as any Trademarks in connection with the Publisher Content does not and will not violate the rights of any third parties, (c) Publisher shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Publisher shall comply with all laws and regulations as they relate to the Services and Publisher Content. Publisher’s public release of the Publisher Content indicates Publisher’s approval and responsibility for all content contain therein.
9. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter, and may be amended or modified
only by a written instrument signed by a duly authorized agent of each party. The parties hereto acknowledge the value of the mutual covenants and the sufficiency of the consideration exchanged, and intend to be bound by this Agreement. If any provision of this Agreement is held to be invalid, such invalidity will not affect the remaining provisions. Publisher shall have the right to assign, subcontract, or sublicense any or all of its rights and obligations hereunder. Notwithstanding anything to the contrary expressed or implied hereunder, in no event will either party be liable to the other (or any other person or entity) for extraordinary, circumstantial, indirect or punitive damages, including lost profits. At no time shall any failure or delay by either party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas without regard to its conflict of laws principles. All disputes arising under or relating to this Agreement shall be submitted to a single arbitrator under the Commercial Arbitration Rules and Procedures of the American Arbitration Association, such arbitration to take place in the County of Johnson in the State of Kansas. Such arbitrator shall not be empowered to award extraordinary, consequential damages or lost profits. The parties acknowledge and agree that neither will seek to litigate any claims against the other on a class action or representative party basis and that each shall pursue such claims solely on an individual basis. Capitalized terms used in these “Standard Terms and Conditions” and not defined herein shall have the meanings ascribed to such terms on the first page of this Agreement to which these “Standard Terms and Conditions” are attached.