License and Release Agreement
Alpha Literary and Philosophical Society
This Agreement is made between _________________________________________________ ("Author"), of _________________________, _______________, and the Alpha Literary and Philosophical Society ("ALPS"), an unincorporated association located in Fairfax, Virginia, (Author and ALPS together constituting the "Parties" either of whom is a "Party"). The Parties hereby agree as folows:
PURPOSE: ALPS operates an internet website on which Author wishes to post: _____________________________________________________________________________("Paper") a work previously written by Author, which ALPS may be willing to post in order to add to its content. This Agreement sets forth the terms regarding the relationship of the Parties, the Paper and posting on the ALPS website.
PROCEDURE: Author has submitted or will submit the Paper in computer-readable form by electronic mail or by diskette to the following address: S. DeVan, 10114 Eastlake Drive, Fairfax, VA 22032, and such submittal shal constitute an irrevocable offer for sixty days of a non-exclusive continuing no-cost irrevocable license to ALPS to post the Paper on the ALPS website. ALPS, in its sole discretion, may accept the license by posting the Paper, without editorial change, to its website, but ALPS reserves the right to deny to post the same or to remove the same temporarily (for up to and including sixty consecutive days) or permanently at any time. ALPS may terminate the License by providing written notice to Author of termination or by removing the Paper from the website without reposting for more than sixty consecutive days. If the Author's offer is not accepted within sixty days, the same shall expire and this Agreement shall then be void.
BIO: Author may provide biographical information (not to exceed 150 words in length) and a digital photo as part of the offer. ALPS may elect to post one, none or both thereof in conjunction with the Paper, if accepted by ALPS. If so submitted and accepted, ALPS shall further have the right to utilize the same in any promotion or advertising of the website, though ALPS makes no warranty or guarantee to perform any promotion or advertising.
AUTHOR'S WARRANTIES: By making sumittal to ALPS, Author warrants to have the right and full authority to offer the license, to sign this Agreement and to permit posting on the ALPS website. Author further warrants that the Paper is wholly original material not published elsewhere (except for material in the public domain, or used in accord with fair use standards and proper attribution, or used with the permission of the owner), will not infringe any copyright, and will not constitute a defamation, or invasion of the right of privacy or publicity, or infringement of any other kind, of any third party. Further, Author warrants the same is not intentionally offensive or derogatory of any person or group, does not disclose any secrets or proprietary information of any person or entity entitled to prevent disclosure therof, does not violate any law or contract, and does not contain prurient or pornographic material substantially lacking in redeeming social value. Author save harmless, defend and indemnify ALPS and all its members, officers, agents and directors and representatives in and from any and every claim of every kind and character arising out of or on account of the Paper and/or the license and/or any breach of any of these Author's Warranties and/or other matter related to this Agreement.
COPYRIGHT: Except as licensed hereunder or as may otherwise be amended in writing signed by both Parties, all copyrights remain the property of the Author. It shall be Author's responsibility to identify the Paper (and, if desired, the Bio and/or digital photo) as copyrighted property of the Author as part of the electronic transmittal or diskette submitted to ALPS.
RELEASE: Author acknowledges third parties may download posted materials from the ALPS website, which will include a notice to visitors that any downloading is strictly for personal and not commercial use and is subject to all copyright and other applicable laws. Nevertheless, Author agrees ALPS shall have not liability or responsibility for any infringement, copying, unlwful use, or misuse by third parties of any or all of the materials licensed to ALPS, and hereby releases ALPS from any and all claims which may arise with regard thereto.
COMPENSATION: No payment, compensation or other consideration is owed or payable by Author or ALPS to the other or to any third party on account of this Agreement. There are no third party beneficiaries, brokers or other parties to this Agreement and no compensation is due on account hereof to anyone. Nevertheless, if either Party should learn of an opportunity to earn compensation as a result of this Agreement, the Parties each agree to prompty endeavor to inform the other thereof and to negotiate in good faith a fair division of any such compensation.
RELATIONSHIP: Nothing herein shall be construed to create any other relationship between ALPS and Author than that of the website owner to content provider. No partnership, joint venture, employment, agency, subcontractor or other relationship is intended to hereby formed.
ADDITIONAL TERMS:
A. No waiver of a right shall constitute waiver of any other right. Temporary waiver or forbearance shall not constitute a permanent waiver or guarantee of future waiver. No waiver shall be effective unless in signed writing.
B. This Agreement is the entire agreement between the Parties and may not be modified except in writing signed by both Parties.
C. If any portion hereof is declared invlaid by rule of court or operation of law, the same shall not invalidate the entire Agreement which shall continue in effect as if the invalid portion had not been a part hereof.
D. All warranties, covenants and terms hereof survive closing.
E. This Agreement is and shall be binding upon and inure to the benefit of each and every successor-in-interest of every kind and character of each of the respective Parties.
F. This Agreement is not assignable by any Party without the written consent of all Parties.
G. This Agreement shall be governed by and construed under Virginia law.
AUTHOR:
ALPHA LITERARY & PHILOSOPHIC SOCIETY:
Print Name: ________________________________________________
by: ____________________________________________________
Signature: ________________________________________________
(Authorized Signature)
Date: ________________________________________________
Date: ________________________________________________
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