Content Submission Agreement
This agreement between Submitting Party (the "Submitting Party") and UnCovered (the "Evaluating Party") is effective on this date of submission, as recorded electronically. The parties agree as follows.
1. The Submission
Submitting Party wishes to have Evaluating Party examine and evaluate a submission tentatively known as "submission" and described below (the "Submission") with an eye toward the hope of publication of said submission through UnCovered media outlets.
2. Review and Evaluation
Evaluating Party wishes to review the Submission and consider whether, in its opinion, the Submission can be marketed to the parties' mutual benefit. The materials furnished by Submitting Party shall be used by Evaluating Party solely to review or evaluate the Submission. After evaluating the Submission, Evaluating Party will either offer to enter into an agreement with Submitting Party for publication or notify Submitting Party and agree not to publish the Submission.
This agreement is nonexclusive and Submitting Party retains the right to submit the Submission to third parties while it is being evaluated by Evaluating Party. Upon notification that Submitting Party enters into an agreement with a third-party regarding the Submission, Evaluating Party agrees not to market or participate in the marketing or use of content from the Submission.
Submitting Party grants to Evaluating Party the exclusive option to enter into an agreement to use the Submission. Evaluating Party shall have three (3) months from the date of execution of this Agreement (the "Option Period") to exercise its option for the Submission by signing an agreement incorporating the terms described below.
The materials submitted by Submitting Party describing the Submission constitute valuable confidential information of Submitting Party. The loss or outside disclosure of these materials or the information contained within them will harm Submitting Party economically. Evaluating Party agrees to hold the Submission confidential and will not disclose it to any person other than its evaluators and other members of its staff who have reason to view the Submission.
Evaluating Party shall exercise a high degree of care to safeguard these materials and the information they contain from access or disclosure to all unauthorized persons. All applicable rights to the Submission remain vested in Submitting Party. The foregoing provisions apply with equal force to any additional or supplemental submissions and other materials submitted or to be submitted by Submitting Party to Evaluating Party with respect to the same subject matter of the Submission.
Evaluating Party will not:
• disclose the Submission to any third party;
• make or permit to be made copies or other reproductions of the Submission; or
• make any commercial use of the Submission.
Evaluating Party will carefully restrict access to Confidential Information to those of its officers, directors, and employees who are subject to nondisclosure restrictions and who clearly need such access to participate on Evaluating Party's behalf in the analysis and negotiation of a business relationship or any contract or agreement with Submitting Party.
5. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.
This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
8. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of California, County of Orange.
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceable will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
10. Attached Documents
Any attached content or document shall be regarded as fully contained in this Agreement.
All notices must be in writing. A notice may be delivered to a party at the email address that follows a party's signature or to a new email address that a party designates in writing. A notice may be delivered electronic email.
12. Electronic Signature
By selecting the "I Agree" button, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement. By selecting "I Agree" you consent to be legally bound by this Agreement's terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide UnCovered Magazine or in accessing or making any transaction regarding any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (hereafter referred to as "E-Signature"), acceptance and agreement as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting contract between you and UnCovered Magazine. You also represent that you are authorized to enter into this Agreement for all persons who own or are authorized to access any of your accounts and that such persons will be bound by the terms of this Agreement.
By selecting “I Agree” below, you hereby agree to the Content Submission Agreement. You also acknowledge and state that you have read and understood this agreement you are entering.
Upon acceptance and publication, all submitted images that are published will not be removed after publication. If you do not agree to any of the terms of submission, please do not click submit. Submitting is acceptance of all terms.