Agreement - BrainFood To Go

Materials (CONTENT) offered on the BrainFoodToGo.com web portal are intended for the personal use and edification of entrepreneurs, business owners, managers, students and the professionals and educators who serve them (USERS).

You (PROVIDER) acknowledge by virtue of your submission of CONTENT that your materials may be reproduced, unedited, by students (STUDENTS), teachers, faculty members, and distance learning instructors (EDUCATORS) who provide educational and informational services to the academic communities, provided that: the STUDENTS and EDUCATORS nominally provide attribution to you, include your URL or e-mail link, and display your copyright notice, if applicable. However, except as may be provided for elsewhere in this Agreement as it pertains to Electromedia Technologies LLC, Center for Business Ownership Inc., Brass Tacks Publishing Inc., and BrainFoodToGo.com, (PUBLISHERS), the Terms of Use of this site preclude these USERS from reselling, directly or indirectly, the materials you provide. The Terms of Use also require USERS to nominally provide attribution to you, with such attribution including your URL or e-mail link, and your copyright notice, if applicable.

By virtue of forwarding your written and/or recorded audio and/or video material (CONTENT) to BrainFoodToGo.com, you agree to abide by all of the explicit and implied terms and conditions of this AGREEMENT.

Further, by virtue of forwarding your CONTENT to BrainFoodToGo.com, you are specifically granting and assigning to its PUBLISHERS, jointly and severally, the non-exclusive and cancelable right and license to:

Market, give away, or distribute in any manner or under any terms, conditions or price, the CONTENT you provide, in exchange for the consideration described in this AGREEMENT.

Combine your CONTENT, in compendia form, with similar materials submitted by others for presentation on the Internet and in books, articles, and electronic recordings which can be marketed, given away, or distributed by the PUBLISHERS in any manner or under any terms, conditions or price in exchange for the consideration described in this AGREEMENT.

Further, by virtue of forwarding your CONTENT to BrainFoodToGo.com, you agree to accept the following consideration as complete and satisfactory compensation for your grant of the rights and privileges to the PUBLISHERS that are stipulated in various paragraphs in this AGREEMENT:

The PUBLISHERS’ commitment to include with any of the CONTENT you provide that is re-published or re-produced substantially or in its entirety by the PUBLISHERS, your name, your URL or e-mail link, if available, and your copyright notice, if applicable. The physical placement of such notice in the re-published or re-produced materials will be determined by the PUBLISHERS.

The PUBLISHERS’ commitment that, during the term of this AGREEMENT, they will offer your CONTENT for at least sixty days cumulative, but not necessarily consecutive, on their BrainFoodToGo.com web portal (PORTAL) in a manner consistent with the PORTAL'S structure, design and functionality, and allow said CONTENT to be accessed or downloaded free of charge during that time subject to the portal’s prevailing TERMS OF USE.

The PUBLISHERS will provide notice via the PORTAL, if you wish and upon your request, that your CONTENT, as it might be displayed and promoted through their auspices, is available for a fee to parties other than those described in the foregoing paragraphs and the EDUCATORS described in this AGREEMENT. These third party users may include but will not be limited to periodical publishers, newspapers, book publishers, consultants, commercial trainers, web masters, etc. Requests received by the PUBLISHERS for such fee-based usage by third-parties will be directed to you when the necessary contact information had been provided, and no referral fee, commission, or other similar payment is due to the PUBLISHERS for such service.

The PUBLISHERS will, at least once at their option, communicate, by means of their proprietary e-mail marketing program or other media, the availability of your fee-based CONTENT to opt-in potential third-party, fee-paying users.

Any revenues generated by the PUBLISHERS from the sale of CONTENT submitted to them by you under the terms of this AGREEMENT will be dedicated exclusively to the development and expansion of the PORTAL.

The PUBLISHERS agree to include notice of any copyrights, trademarks or other claim of intellectual property rights that you have obtained with respect to your submitted CONTENT. If you perceive a violation of legal use or other misuse of your CONTENT, such oversight will be rectified as soon as possible after notification and verification.

Further, you acknowledge by virtue of your submission of CONTENT that the right and license herein granted shall continue in perpetuity or until such time as either party terminates this AGREEMENT in writing. Either party may terminate, at any time, this entire AGREEMENT by executing confirmed notice to the other party via the US Postal Service or e-mail. The PUBLISHERS will enjoy a reasonable time to effect such discontinuance but are not obligated to remove the content affected by termination from already published and/or distributed materials.

In addition to the rights and privileges you conveyed above, you acknowledge by virtue of your submission of CONTENT that, in all circumstances, the PUBLISHERS reserve the right to re-format and re-fit submissions to accommodate the standards expected by their audiences and to ensure that the resulting printed material or audio / video production is user-friendly to a reader/listener/viewer. In cases where your original submitted CONTENT exceeds recommended lengths, the PUBLISHERS reserve the right to reasonably abridge, without intentionally altering its purpose, point-of-view, theme, illustrations, or conclusions in order to accommodate the proclivities of readers, listeners, or viewers.

Further, by virtue of your submission of CONTENT, you are representing that you are the sole owner of the rights to it and that the submitted CONTENT does not infringe on any existing copyrights that are not your property. You are also representing that, to the best of your knowledge, the CONTENT you are submitting contains no libelous or other unlawful matter. You are also agreeing to indemnify the PUBLISHERS against any claim, demand, or recovery finally sustained in any proceedings brought against the PUBLISHERS by reason of any violation of proprietary right, copyright and any unlawful or slanderous matter contained in the CONTENT you have submitted.

This AGREEMENT shall be binding on and inure to the benefit of your successors and assignees and those of the PUBLISHERS.

Any controversy or claim arising out of this AGREEMENT or any mutually executed amendment to it, or any breach thereof, shall be settled by arbitration in accordance with the rules then in force of the American Arbitration Association, and Arbitration shall be held in the City of Naples, Florida, unless otherwise agreed by the parties to this AGREEMENT.