Image Contributor Agreement

This Image Contributor Agreement (this “Agreement”) is entered into as of the date of the last party to sign this Agreement by and between Contributor and Inman Group, LLC, d.b.a. Inman News, a California limited liability company whose principal place of business is 15205 Back of the Moon Austin, TX  78734
(“Publisher").
WHEREAS, Contributor represents herself/himself to be a competent independent professional capable of performing such services. 
WHEREAS, Publisher owns, operates and distributes media properties via electronic and other media and wishes to publish and syndicate Work from Contributor from time to time through its various outlets, including but not limited to www.inman.com.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

  1. Services. 

    2. (a)   CONTRIBUTOR will provide to Publisher original WORK (defined as all manuscript, pictures, images, drawings, video and other materials submitted by CONTRIBUTOR), and that is the CONTRIBUTOR’s own original content and work.
    (b)   CONTRIBUTOR shall not include in any of her/his WORK any material that is defamatory, libelous or obscene, infringes upon or violates the rights of others or is otherwise unlawful. 
    (c)   CONTRIBUTOR hereby grants to Publisher, its successors and or assigns, a perpetual, non-revocable, fully paid, non-exclusive, worldwide license to publish and use in any and all media the WORK. Except for this license, CONTRIBUTOR shall retain all rights in copyright in the WORK.

  2. Consideration.  As consideration for the WORK, Publisher agrees that any WORK used by Publisher will display the CONTRIBUTOR name as an image credit, in a size, style and placement as may be determined by Publisher in its sole discretion. The inadvertent failure to post such credit shall not be a breach of this agreement.

  3. Term.  The term of this Agreement (the “Term”) shall be continue until terminated by either party.  Either party may terminate this Agreement at any time upon written notice to the other party, provided that such termination shall in no way affect the rights previously conveyed.

  4. Use of Name.  CONTRIBUTOR shall not use Publisher’s name nor Publisher’s logo nor any adaptation or variation of such name in any way whatsoever including, but not limited to, advertising, promotion or sales literature, in connection with CONTRIBUTOR’s activities without Publisher’s prior written consent which Publisher may withhold in its sole discretion.

  5. PUBLICATION. While it is generally expected that Publisher will publish or distribute the WORK, Publisher shall have no legal obligation whatsoever to make any use whatsoever of the WORK and may remove the WORK at any time from use. If Publisher rejects the WORK, CONTRIBUTOR is free to submit or use the work elsewhere without permission of Publisher.

  6. INDEMNIFICATION.  Each party shall and does hereby indemnify, defend and hold the other party harmless from any loss, claim or damage, including reasonable attorneys’ fees and costs, arising out of or in connection with any breach or default by the indemnifying party hereunder or any claim by a third party which is inconsistent with any of the warranties, representations and covenants or agreements made by such party in this Agreement.  If there is an assertion of any claim by a third party which is inconsistent with any of the warranties, representations, covenants or agreements made by any party in this Agreement, the other party shall serve notice of the claim upon such party, provided that Publisher shall have the right to control the defense thereof. The warrantees and indemnities hereunder shall survive the termination of this Agreement.

  7. Miscellaneous.

    8. (a)   This Agreement contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes any prior or contemporaneous written or oral representations, discussions, proposals, understandings and the like respecting the subject matter hereof.
    (b)   This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law principles.  The exclusive venue for any action, suit or proceeding arising from or based upon this Agreement shall be the appropriate state and federal courts of the State of California, County of Alameda.
    (c)   Except as set forth herein, neither party is an agent, representative, or partner of the other party.  CONTRIBUTOR is not an employee of Publisher and shall be working for Publisher as an Independent Contractor. Nothing contained within this Agreement shall be construed as creating a joint venture, partnership or any business relationship between the parties other than that of Independent Contractor.  CONTRIBUTOR shall be obligated and solely responsible for payment of CONTRIBUTOR payroll and income taxes, and Social Security taxes. CONTRIBUTOR shall not be entitled to receive worker’s compensation, unemployment or any other benefits from Publisher.