Inside Track Terms of Use

Terms of Use

Effective as of September 11, 2017

The following summarizes terms of use ("Terms of Use") governing your submission of content to Inside Track. It is vitally important that you read the Terms of Use carefully as your submission of content constitutes your agreement to be legally bound by the terms and conditions set forth in these Terms of Use.

This Rights Agreement (the “Agreement”), effective as of September 11, 2017 is by and between Uptime Institute, LLC, a Delaware limited liability company with an office located at 20 West 37th Street, 3rd Floor, New York, NY 10018 (together with any entity controlling, controlled by, or under common control with Uptime Institute, LLC, collectively “Uptime Institute”) and contributors of materials submitted that are accepted by Uptime Institute for publication by Uptime Institute (“Contributor”). Uptime Institute and Contributor are collectively referred to as the “Parties.” This Agreement governs Contributor’s works submitted to Uptime Institute (including, but not limited to, articles, reports, presentations, graphics, photographs, or other items) that are accepted for publication by Uptime Institute, with attribution to Contributor, from time to time (collectively, “Submissions”).

  1. Contributor’s Grant of Rights

    1. Contributor hereby grants to Uptime Institute, and to Uptime Institute’s successors and assigns, a perpetual, irrevocable, royalty-free, worldwide license and right to publish, reproduce, use, modify, make editorial changes, display, sell copies and distribute Contributor’s Submissions; provided, however, that Uptime Institute may exercise the foregoing license and rights only in or on Uptime Institute digital or print publications or other media, whether branded or custom, including, but not limited to, Inside Track, the Uptime Institute Journal or any Internet or Intranet site over which Uptime Institute exercises control.

    2. Contributor grants the foregoing license and rights without claim of royalty or other compensation to Contributor.

  2. Contributor's Representations and Warranties

    1. Each Submission is or will be the original creation of Contributor and of no other person and does not and will not infringe upon any copyright, patent, or other third party proprietary right or violate any applicable law;

    2. Contributor has the full right and authority to enter into this Agreement and to grant the license and rights granted hereunder. This Agreement does not and will not violate or conflict with, or result in a breach of, any obligation of Contributor;

    3. Contributor has not previously assigned, transferred, encumbered, or conveyed the rights granted under this Agreement; and

    4. The Submissions are not and will not be defamatory, nor will they invade any right to privacy or publicity.

  3. Indemnity. Contributor shall indemnify, defend and hold harmless Uptime Institute from and against any loss, liability or expense (including attorneys’ fees) resulting from any breach of any representation and warranty of Contributor in this Agreement.

  4. Relationship between the Parties. Uptime Institute and Contributor are independent contractors. Nothing in this Agreement shall be deemed to constitute or create a partnership, joint venture or employment relationship between the Parties, and neither Party is or shall be deemed to be an agent or representative of the other.

  5. Assignability. This Agreement and the rights granted to either Party hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either Party without the prior written consent of the other Party, except to a successor to substantially all of the business or assets of Uptime Institute by merger or acquisition. Where consent is required, it shall not be unreasonably withheld.

  6. Applicable Law. This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of New York, without reference to its conflict of law principles.

  7. Severability. If any term hereunder is determined by a court of competent jurisdiction to be invalid, all remaining terms will remain in full force and effect.

  8. Waiver. The failure of either Party at any time to require performance of any provision of this Agreement shall not affect the Party’s right to require performance at any time thereafter, nor shall either Party’s waiver of a breach of any provision of this Agreement be taken or held to be a waiver of any further breach, or of the provision itself.

  9. Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the Parties or their duly authorized representatives. This Agreement supersedes any previous agreements between the Parties with respect to the subject matter hereof and shall not be effective until signed by both Parties. This Agreement is confidential and not for distribution.