KNOW PUBLISHING AGREEMENT FOR KNOW BOOK FEATUREES
This KNOW Publishing Agreement (“Agreement”) is between you (“Featuree”) and KNOW Women, LLC, including all subsidiaries and KNOW Brand companies and affiliates, including the KNOW Women, KNOW Book, KNOW Publications, and KNOW Collaborative (collectively, “KNOW”).
The following terms and conditions apply to this Agreement and the KNOW Book Feature (“Feature”).
Featuree has assented to this Agreement by expressly indicating her agreement with the terms and conditions of the Agreement via electronic means on the KNOW Website after having an opportunity to read, download, and print the Agreement.
Content for Feature: Content for the KNOW Book Feature must be submitted within 10 days of Featuree’s acceptance into the Book and assent to this Addendum. Content includes: bio, company name, and up to three means of contact with Featuree, such as physical address, email, telephone, social media, or website address. Featuree’s Bio should be no more than 150 words. KNOW reserves the right to edit Featuree’s bio, without prior notice or consent, if it does not meet space or word guidelines.
Featuree Proofs, Approval, and Copy: Featuree agrees to assume responsibility for all errors in copy that is proofread and approved by Featuree. Featuree further agrees that, if any feature changes are not submitted by the deadline provided, KNOW reserves the right to run the last proof.
Not Exclusive: Featuree understands and agrees that the number of Featurees in each volume is not limited and that the representation of similar businesses in any given area may occur.
No Guarantee of Results: Featuree acknowledges and agrees that KNOW cannot guarantee feature results and that no promises of guaranteed results have been made. Featuree also understands that results or extent of results will in no way affect Featuree’s liability to KNOW.
Payment Terms Specific to KNOW Book Features: Featuree will be provided an invoice for the amount owed for her KNOW Book Feature to be paid in no more than two equal payments. The first 1/2 payment is due upon acceptance in the KNOW Book, and the second 1/2 payment is due no later than 30 days prior to the Book release. Fees for the KNOW Book Feature shall be paid in the manner set forth in the invoice provided. Nothing in this paragraph changes and is not intended to change any of the payment terms or requirements related to Feature that are contained in the Agreement. If Featuree wants to pay the amount owed for her KNOW Book Feature by a recurring charge to her credit card, Featuree agrees that she will select the two-payment feature option at checkout and agrees to the recurring charge.
Termination by Featuree: If Featuree cancels her KNOW Book Feature or terminates the Agreement (thus also cancelling the KNOW Book Feature) after acceptance into the KNOW Book, Featuree agrees to forfeit all monies actually paid to KNOW for the KNOW Book Feature or, at Featuree’s request, KNOW will credit the amount of monies actually paid to be used for a KNOW Book Feature in the next calendar year.
Termination by KNOW: KNOW may immediately terminate Featuree’s KNOW Book Feature, the Agreement, and/or Feature without prior notice for any of the reasons identified in the Agreement’s Termination by KNOW provision, which is incorporated by reference herein. All consequences of termination set forth in the Agreement apply equally to Termination of a Featuree (including cancellation of her KNOW Book Feature) after acceptance into the KNOW Book, including Featuree’s forfeiture of amounts paid to KNOW.
Photographic Materials: All photographic materials, including, but not limited to, negatives, transparencies, proofs, and previews, shall be the exclusive property of the Photographer.
Copyright and Reproductions: The Photographer shall retain exclusive copyright ownership of all works created in the course of this Agreement, including, but not limited to, all images in their original and processed formats. Featuree understands and agrees that any duplication or alteration of original images is strictly prohibited by law, including The Copyright Act, and this Agreement without the Photographer’s written permission. Alterations include, but are not limited to, application of filters, cropping, or modifications of any kind.
Featuree Usage: The Featuree shall only use the photographic prints, including digital files, in accordance with the permissions within this Agreement or as otherwise provided by the Photographer. The Featuree shall not make, or provide authorization to a third party to make reproductions of works resulting from this Agreement without the express permission of the Photographer. Additional prints and/or digital files may be purchased between third parties and the Photographer with the permission of the Featuree. Accordingly, if the Photographer provides a digital file print release, the Featuree must comply with the Photographer’s release.
No Warranty: KNOW makes no warranties, express or implied (including no warranties for merchantability or fitness for any particular purpose), regarding the services and products supplied by way of Publishing or this Agreement.
Representations and Warranties; Indemnification: Featuree represents and warrants to KNOW, including each of its subsidiaries, affiliates, and employees (the “Indemnitees“), that (i) the distribution and content of Member’s advertisements or information about Member’s business under this Agreement, (ii) alleged or actual use or misuse of Member’s products or services, including any alleged or actual effects therefrom or incident thereto, and (iii) Member’s conduct or actions (whether intentional, reckless, negligent, or otherwise), including any alleged or actual effects therefrom or incident thereto, do not and will not violate any State, Federal, or local law, rule, or regulation applicable to Member’s business, products, or services offered, including, but not limited to, postal requirements, disclosure requirements, fraud, misrepresentation, libel, trade libel, slander, unfair competition, deceptive or abusive trade or business practices, warnings, fulfillment, copyrights, trademarks, patents, infringement, invasion of privacy or publicity, misbranding, labeling, safety, negligence, product liability, or any other cause. Featuree agrees to defend, indemnify, and hold harmless Indemnitees against any and all claims, losses, suits, damages, judgments, costs, and expenses, including reasonable attorneys’ fees and expert witness costs, of any kind whatsoever, incurred by the Indemnitees as a result of Member’s breach of the representations and warranties contained in this paragraph or otherwise incurred by the Indemnitees in connection with the Feature. Notwithstanding, and in addition to all of the foregoing, Featuree shall insure the Indemnitees against any product liability, negligence, or other claims arising out of the actual or alleged use or misuse of Member’s products or services, which is expressly included in Member’s indemnification obligation as set forth above.
Limitation of Liability: Featuree agrees that KNOW’s liability under this Agreement shall not exceed an amount equal to the total monies actually paid by Featuree to KNOW pursuant to this Agreement. Featuree further agrees that KNOW shall not, under any circumstances, be liable for any consequential, indirect, indirect, punitive or exemplary damages (including, without limitation, lost profits), even if informed of the possibility of such damages, incurred in connection with the Agreement.
Amendment: KNOW may amend this Agreement at any time and for any reason and will give reasonable notice of any amendments to Member, including by email or posting notice of amendments on the KNOW Website. After receiving notice of any amendments (except for those relating to the amount and date of payment for Feature s, which changes Featuree must consent to), Member’s continued use and enjoyment of her Feature shall constitute her agreement to the amendments.
Entire Agreement: This Agreement, including all payment authorizations and Addendums or amendments approved by the parties pursuant to the Agreement, constitutes the entire understanding between the parties with respect to the subject matter of the Agreement. The parties agree that there are not and shall not be any agreements or understandings whatsoever between them with respect to the subject matter of the Agreement other than those expressed in writing herein.
No Waiver: No breach of this Agreement or of any provision herein can be waived except by an express written waiver executed by the Party waiving such breach. Waiver of any one breach shall not be deemed a waiver of any other breach of the same or other provisions of this Agreement.
Severability: Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable.
Jurisdiction, Venue and Governing Law; Wavier of Jury Trial: This Agreement and all claims arising under or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to the principles of the conflicts of laws thereof. Any suit to enforce this Agreement or to assert any right or remedy under this Agreement shall be brought only in a court of competent jurisdiction located in Maricopa County, Arizona, which shall be the exclusive venue for, and which Court shall have exclusive jurisdiction relating to any such suit. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THE AGREEMENT.
Attorneys’ Fees: If KNOW engages an attorney or collections agency to collect any amounts owed by Featuree under this Agreement, Featuree agrees to pay reasonable collection costs, including, without limitation, reasonable attorneys’ fees and collection agent fees. Also, in the event of litigation or other proceedings brought by any party under this Agreement or in connection with this Agreement in any way, the prevailing Party, in addition to any and all other rights and remedies, shall be entitled to recover all of its expenses and costs of litigation, including, without limitation, expert fees, reasonable attorneys’ fees, and costs.