Professional Publications, Inc. ProSub Service
Terms and Conditions Agreement
This is an Agreement (hereinafter called "Agreement") between Contributor (hereinafter called "Contributor") and Professional Publications, Inc., 1250 Fifth Avenue, Belmont, CA 94002 (hereinafter called "Publisher"). Contributor has willingly and intentionally registered for individual access to Publisher’s Problem Submission web portal (hereinafter called "ProSub Service") with the intent of submitting original content and/or technically reviewing third-party contributor's problems (hereinafter called "Work"). This Agreement defines the terms under which Publisher will accept and pay for Work, and the conditions of Contributor's continued access to the ProSub Service.
- Independent Contractor Status. Contributor is an independent contractor and is not an employee of Publisher. Contributor will retain independent professional status throughout this Agreement and may work whenever and wherever Contributor desires. Contributor is not eligible for Publisher's medical, retirement, workers compensation insurance, or other employment benefits, such as unemployment from any state or federal agency on account of doing Work for Publisher. Contributor will be responsible for reporting to the appropriate government agencies all compensation received pursuant to this Agreement and for paying all applicable self-employment taxes.
- Work for Hire Acknowledgement. Contributor confirms that the Work and/or his contributions to the Work are specially ordered or commissioned works for use (i) as contributions to a collective work, (ii) as part of an audiovisual work, (iii) as a compilation, (iv) as an instructional text, (v) as a test, and/or (vi) as answer material for a test, and that all such contributions to the Work are and at all times shall be regarded as "work made for hire" (as that term is used in the United States Copyright Act, 17 U.S.C. § 101) by Contributor for Publisher.
- Assignment. Without curtailing or limiting the aforesaid acknowledgement, Contributor hereby assigns, grants and delivers (and hereby further agrees to assign, grant and deliver) exclusively unto Publisher all rights, titles and interests of every kind and nature whatsoever, now known or hereafter recognized, in and to his contributions to the Work and all copies and versions thereof, including all copyrights therein and thereto and all renewals thereof. Contributor further agrees to execute and deliver to Publisher, its successors and assigns, such other and further instruments and documents as Publisher reasonably may request for the purpose of establishing, evidencing and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests of every kind and nature whatsoever, now known or hereafter recognized, including all copyrights, in and to the Work.
- Representations and Warranties. Contributor represents and warrants (a) that Work as submitted is original; (b) that Contributor is the sole author and proprietor thereof and has full power to enter into this Agreement; (c) that Work is not in the public domain and has not heretofore been published, in whole or in part, in book, electronic, magnetic, optical, or other form; (d) that Work is unencumbered, and that Contributor has not entered into or become subject to any contract, agreement, or understanding with respect thereto other than this Agreement; (e) that Work is innocent and contains no matter that, if published, will be libelous, lewd, obscene, scandalous, unlawful, in violation of any right of privacy, or otherwise injurious, or that will infringe upon any proprietary right at common law or any statutory copyright or penal law; (f) that the advice, recipes, formulas, and instructions in Work are safe and not injurious to the user or other third parties; and (g) that statements of fact in Work are true.
- Indemnification.Contributor agrees to indemnify and hold Publisher harmless against any action, suit, claim, demand, proceeding, expense, or recovery by reason of any violation of any of the foregoing representations and warranties, actual or claimed, including but not limited to, all expenses or amounts paid in settlement before or after suit is begun, court costs, and attorneys’ fees. Publisher shall be entitled to select, control, and direct Publisher's counsel and to direct all cases, actions, and settlement offers. Contributor may select independent counsel at Contributor’s expense. The provisions of these indemnifications apply equally to actions brought by third parties and Contributor.
- Technical Reviewer Role. Contributor acknowledges that, if designated by Publisher to act as a technical reviewer, Publisher will allow Contributor to access content (hereinafter called "Third-Party Content") other than that developed and submitted by Contributor. Third-Party Content is provided for review purposes only. Publisher grants Contributor the non-exclusive right to access, view, revise and comment on Third-Party Content as determined by Publisher. Third-Party Content is NOT to be stored on Contributor’s personal computer or other personal devices. All applicable copyrights and laws apply.
By viewing Third-Party Content through the ProSub Service, Contributor agrees to and understands that this Third-Party Content is not to be used for commercial purposes and is protected by Publisher's copyright..
- Acceptance of Work. When Contributor's Work is unsolicited, Work will be accepted by Publisher when submitted. When Contributor's Work is pursuant to a contract, Publisher retains right to review Work and accept or reject Work according to established guidelines, technical accuracy, general writing style, and presentation. Contributor will be notified of acceptance or rejection of work within sixty (60) days of submission.
- Payment Terms. The value of Work will be established prior to performing or submitting Work, either posted for Contributor viewing within the ProSub Service interface, or through a separate written agreement between Contributor and Publisher and established prior to submission of Work. Payment constitutes complete satisfaction of Publisher’s obligation to Contributor. When Contributor is to be paid, Contributor agrees to provide a completed W-9 form, and understands Publisher will not process payment until the form is received. Publisher shall pay Contributor within sixty (60) days of Publisher's Acceptance of Work or receipt of form, whichever is later
- Restrictions.Unless specifically indicated otherwise, Contributor may not copy, record, capture, scan, print, repurpose, reuse, or otherwise output Third-Party Content or any portion of it in any format or media. Contributor may not sell, rent, lease, distribute, broadcast, sublicense, or otherwise assign any rights to Third-Party Content or any portion of it to any third party, and Contributor may not remove any proprietary notices or labels on the Third-Party Content. In addition, Contributor may not, and Contributor will not encourage, assist, or authorize any other person to, bypass, modify, defeat, or circumvent security features that protect Third-Party Content.
- No Reverse Engineering, Decompilation, Disassembly, or Circumvention. Third-Party Content may be viewed, used, and displayed only through the ProSub Service mechanisms provided by Publisher. Contributor may not, and Contributor will not encourage, assist, or authorize any other person to modify, reverse engineer, decompile, or disassemble the ProSub Service, whether in whole or in part, create any derivative works from or of the Third-Party Content or ProSub Service, or bypass, modify, defeat, tamper with, or circumvent any of the functions or protections of the ProSub Service or any mechanisms operatively linked to the ProSub Service, including, but not limited to, augmenting or substituting any digital rights management functionality of the ProSub Service.
- Export Regulations. Contributor agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities, and not to transfer, or encourage, assist, or authorize the transfer of the ProSub Service to a prohibited country or other entity in violation of any such restrictions or regulations.
- Government End Users. The ProSub Service is a "Commercial Item" as that term is defined at 48 C.F.R. $ 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 C.F.R. $12.212 or 48 C.F.R. $ 227.7202, as applicable. Consistent with these provisions, the ProSub Service is being licensed to U.S. Government end users (a) only as a Commercial Item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
- No Illegal Use and Reservation of Rights. Contributor may not use Publisher’s Third-Party Content or ProSub Service for any illegal purpose. Contributor acknowledges that the access to ProSub Service and Third-Party Content does not transfer to Contributor title to or ownership of any intellectual property rights of Publisher or its suppliers. All Third-Party Content and ProSub Service are licensed, not sold, not to be used for commercial purposes, and such license is non-exclusive.
- Changes to ProSub Service. Publisher reserves the right to update, modify, suspend, or discontinue the ProSub Service at any time, and Publisher will not be liable to Contributor should it exercise such right.
- Termination. Contributor's rights under this Agreement will automatically terminate without notice from Publisher if Contributor fails to comply with any term of this Agreement. In case of such termination, Contributor must cease all use of the ProSub Service and Publisher may immediately revoke Contributor's access to the Third-Party Content and/or ProSub Service without notice to Contributor. Publisher failure to insist upon or enforce Contributor's strict compliance with this Agreement will not constitute a waiver of any of its rights.
- Disclaimer of Warranties. CONTRIBUTOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PROSUB SERVICE AND THIRD-PARTY CONTENT, IS AT CONTRIBUTOR’S SOLE RISK. THIRD-PARTY CONTENT AND PROSUB SERVICE ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PUBLISHER AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PUBLISHER OR A CONTRIBUTORIZED REPRESENTATIVE OF PUBLISHER SHALL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO CONTRIBUTOR, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CONTRIBUTOR, AND CONTRIBUTOR MAY HAVE ADDITIONAL RIGHTS.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, NEITHER PUBLISHER OR ITS SUPPLIERS OR LICENSORS SHALL BE LIABLE TO CONTRIBUTOR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY RELATED TO THE PROSUB SERVICE OR THIRD-PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, REVENUE, DATA, OR USE OF THE PROSUB SERVICE OR ANY ASSOCIATED PRODUCT, EVEN IF PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PUBLISHER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE PROSUB SERVICE AND/OR THIRD-PARTY CONTENT. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO CONTRIBUTOR, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO CONTRIBUTOR, AND CONTRIBUTOR MAY HAVE ADDITIONAL RIGHTS.
- California Law Applies. The laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between Contributor and Publisher.
- Disputes. ANY DISPUTE ARISING OUT OF OR RELATING IN ANYWAY TO THIS AGREEMENT SHALL BE SUBMITTED TO CONFIDENTIAL ARBITRATION IN SAN MATEO COUNTY, CALIFORNIA, EXCEPT THAT, TO THE EXTENT CONTRIBUTOR HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE PUBLISHER’S INTELLECTUAL PROPERTY RIGHTS, PUBLISHER MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA AND CONTRIBUTOR CONSENTS TO EXCLUSIVE JURISDICTION AND VENUE IN SUCH COURTS. The arbitrator’s award shall be binding and may be entered as a judgement in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
- Severability. If any term or condition of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.
- Amendment. . Publisher reserves the right to amend any of the terms of this Agreement at its sole discretion by posting the revised terms on the ProSub Service's website. Contributor's continued use of the ProSub Service after the effective date of any such amendment shall be deemed Contributor's agreement to be bound by such amendment.
- Contact Information. For communications concerning this Agreement, Contributor may contact Publisher by writing
Professional Publications, Inc.,
1250 Fifth Avenue,
attention Legal Department
By clicking "I Accept" below, Contributor accepts the terms of this Agreement.
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