This Rights Policy governs the manner in which Out of Place, Inc. (the "Publisher") collects, uses, and maintains submissions from contributors (each, a "Contributor") to the www.wherevermag.com website (the "Site"). This Rights Policy applies to the Site and all products and services offered by Out of Place, Inc.

WHEREAS

(A) The Publisher is a publisher of www.wherevermag.com ("Site").

(B)  The Publisher and the Contributor wish to enter into this Agreement for the provision of the Work Product (as defined below) by the Contributor subject to and in accordance with the terms of this Agreement.

IT IS AGREED THAT

1.            Interpretation
1.1          In this Agreement, unless the context otherwise requires:
(a)            words introduced by the word “other” shall not be given a restrictive meaning because they are preceded by words referring to a particular class of acts, matters or things; and
(b)            general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters, or things covered by the general words and the words “includes” and “including” shall be construed without limitation.
1.2          The headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement.
1.3          References to this Agreement include this Agreement as amended or varied in accordance with its terms.

2.             Work Product 
2.1          The Contributor shall create and deliver to the Publisher an original article that has not previously been published by any media outlet in any jurisdiction, including online blogs (“Work Product”).
2.2          Within thirty (30) days of receipt of the Work Product, the Publisher shall notify the Contributor in writing as to whether it accepts or rejects the Work Product for publication on the Site. 

3.             Rights Granted
3.1          In the event that the Work Product is accepted by the Publisher in accordance with Clause 2.2 above, the Contributor shall grant to the Publisher any and all rights vesting in the Work Product, including:

(a)            The exclusive right to first publication of the Work Product on the Site which shall expire after twelve (12) months from the date of acceptance in accordance with Clause 2.2;
(b)            The non-exclusive right to publication of the Work Product on the Site in perpetuity;
(c)            The non-exclusive worldwide right to display the Work Product on the Publisher’s website and to sell the Work in any jurisdiction, and all languages, by means of any format including by way of print, digital, electronic download, or any other format now known or hereafter developed in perpetuity;
(d)            The non-exclusive worldwide right to publish, and republish, the Work Product, in all languages, in any multimedia outlet now known or hereafter developed, including printed anthologies, re-print editions and adaptations of collections of articles in perpetuity;
(e)            The non-exclusive worldwide right to license the rights granted hereunder to third parties, including the right to license the Work Product for publication or distribution in any form or media, whether now known or hereafter developed in perpetuity;
(f)            The non-exclusive right to use any part or all of the Work Product in connection with any of the Publisher’s advertising or promotional material, including but not limited to publication on the Publisher’s website in perpetuity; and
(g)            The right to use Contributor's name, likeness, photograph, and biographical material in connection with the advertising, publicity, or promotion of the Work Product in perpetuity.
3.2          Any intellectual property rights other than those in Clause 3.1 above shall vest in the Contributor, including, for the avoidance of doubt, copyright.
3.3          The Publisher shall have the right to edit, amend, or otherwise alter the Work Product as well as to code the same in HTML. In the event that the Publisher wishes to effect any substantive changes to the text, title, or graphic content of the Work Product, the Publisher shall obtain the prior written consent of the Contributor, and such consent is not to be unreasonably withheld.

4.             Warranties
4.1          The Contributor hereby warrants that, to the best of his knowledge and belief, the Work Product does not violate or infringe on any copyright, trademark, contract, or proprietary rights in any jurisdiction whatsoever, or contain anything libellous or defamatory.
4.2          The Contributor hereby undertakes to indemnify and hold harmless the Publisher from and against any final judgment, including any costs, fees, or expenses incurred in connection with the same, resulting from any falsity in relation to the foregoing warranties set out in Clause 4.1.

5.             Miscellaneous
5.1          This Agreement is made for the benefit of the Publisher and the Contributor (the "Parties") and their permitted successors and assigns, and is not intended to benefit or be enforceable by any other person. The rights of each Party to terminate, rescind, or agree upon any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a Party. 
5.2          If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.
5.3          Each Party confirms that this Agreement sets out the entire agreement and understanding between the Parties in relation to its subject matter. Each of the Parties acknowledges that, in entering into this Agreement, they have not relied on any oral or written representation and/or warranty, and/or any pre-contractual promise and/or pre-contractual assurance, and hereby irrevocably waives all rights and remedies which might otherwise be available to it in respect of any such other oral or written representation and/or warranty, and/or pre-contractual promise and/or pre-contractual assurance, provided always that nothing in this Clause shall limit or exclude any liability for fraud.
5.4          Relationship of Parties: nothing herein shall be construed to create an employer-employee relationship between the Contributor and the Publisher. The Contributor is an independent contractor and not an employee or agent of the Publisher or any of its subsidiaries or affiliates.
5.5          This Agreement shall be governed as to the validity, interpretations, enforcement and effect by the laws of the State of New York.
 

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