Important - Read carefully
This license statement constitutes a legal agreement ("License Agreement") between you (either as an individual or an entity hereinafter referred to as the "Licensor") and myreplyis.com (hereinafter referred to as the "Licensee"), for the content you upload to our website including any accompanying on-line or printed documentation, audios and videos.
In addition to the general terms, conditions and disclaimer which all users (including questions /answers, articles ) are subject to, user submitting content for the purpose of publication by clicking "accept" agree to be bound by all of the terms and conditions of this License Agreement in the submission of the content.
1. License of copyright
1.1 Licensor hereby grants to the Licensee a royalty-free, irrevocable worldwide exclusive license
- To publish, reproduce, display, distribute, and use the content in any form, either separately or as part of a collective work, including but not limited to an exclusive license to publish the content in an issue of a Journal or in electronic form in the Licensee Website;
- To permit users of the Licensee Website to download and print the content for personal use only and not for reproduction, redistribution, publication or display
- To copy and distribute individual reprints of the content, authorize reproduction of the entire content in another publication or website; and
- To authorize reproduction and distribution of the content or an abstract thereof in electronic media and by means of computerized retrieval systems and similar forms.
1.2 Licensor retains all right, title and interest in and to the Content and modified or abbreviated content, and all rights not expressly granted in this Agreement.
1.3 Licensor grants to Licensee the power to assign sublicense or otherwise transfer any and all licenses expressly granted to the Licensee under this Agreement.
1.4 Licensee may modify or abbreviate any Content provided obtaining the prior written consent of Licensor.
2. Licensee's responsibility
2.1 Licensee in its sole discretion shall choose the location for placement of the content within the Licensee Website.
2.2 Licensee shall maintain and operate the Licensee Website twenty-four (24) hours a day, every day of the year; provided, however, that Licensee makes no representation to Licensor that the operation of the Licensee Website will be uninterrupted or error free, and Licensee shall not be liable for the consequences of any interruptions or errors.
2.3 Licensee shall remove and decline posting materials on the Licensee Website that: (a) are defamatory, libelous, slanderous or criminal or that violate any person's right of publicity, privacy or personality, or that have otherwise caused or resulted in any tort, injury, demise or harm to any person; (b) will result in civil damages against either party to this Agreement; or (c) violate any statute, regulation or ordinance.
3.1 Licensor represents and warrants that to the best of his knowledge the Content does not defame any person, does not invade the privacy of any person, and does not in any other manner infringe upon the rights of any person.
3.2 Licensor warrants and represents that the Content is fully original to the Licensor. Any discovery of plagiarized material in the Content will be grounds for the Licensee's refusal to publish the Content.
3.3 Licensor represents and warrants that Licensor has full power and authority to grant the licenses granted in this Agreement.
3.4 Licensor represents and warrants that the Content furnished to Licensor has not been published previously. For purposes of this paragraph, making a copy of the Content accessible over the Internet, including, but not limited to, posting the Content to a database accessible over the Internet, does not constitute prior publication so long as the as such copy indicates that the Content is not in final form, such as by designating such copy to be a "draft," a "working paper," or "work-in-progress."
4.1 Licensor, at its own expense, will indemnify, defend and hold harmless Licensee, its officers, directors, employees, representatives and agents, against any claim, suit, action, or other proceeding brought against Licensee based on, relating to or arising from a claim that the content as delivered to Licensee and used in accordance with this Agreement or any Licensor Trademark as used in accordance with this Agreement infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or that has otherwise caused or resulted in any tort, injury, damage or harm to any person and from any claim arising from breach of any warranty enumerated in this Agreement.
4.2 The obligations of the party providing the indemnification (the "Indemnifying Party") under Section (4) shall be contingent upon the following: (a) the other party (the "Indemnified Party") providing the Indemnifying Party with prompt notice of any such claim; (b) the Indemnified Party permitting the Indemnifying Party to assume and control the defense of such action, with counsel chosen by the Indemnifying Party; and (c) the Indemnifying Party not entering into any settlement or compromise of any such claim without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld. Without limiting the foregoing, the Indemnifying Party will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action or proceeding.
5. Independent contractor
It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.