Content Provider Agreement

Content Provider Agreement for www.JDMessinger.com
 
All Content Providers to must agree to these terms before publishing their Content.
 
This Content Provider Agreement ("Agreement") is made and becomes effective on the date the Content Provider accepts the on line Agreement and is made by and between Essence Enterprises Ltd, a limited partnership existing under the laws of the State of Texas, United States of America, and having an address at 26 Crestone Place, The Woodlands, Texas, USA 77381 (hereinafter called “Essence”) and the party contributing Content (hereinafter called " Content Provider ") collectively referred to as the “Parties”.
 
WHEREAS Essence distributes and markets Content through multiple communication mediums and provides the creation, production and marketing, advertising and selling of educational and learning program Services included but not limited to radio shows, webinars, DVDs, CDs, seminars, books, profiles; and
 
WHEREAS the Content Provider has Content that Essence desires to share, promote, sell or distribute; and
 
WHEREAS the Content Provider desires to use some or all of the Essence Communication Mediums and marketing or sales and promotional services;
 
NOW, THEREFORE, the Parties hereby mutually agree as follows:
 
1.     Content. “Content” is defined as informational, educational or entertaining data or information and knowledge, contained and distributed through information dissemination mediums that includes but is not limited to an audio and or video recordings, including a podcast or on air radio show, commercial advertising “Spots”, learning and development programs, webinars, seminars, speeches, on-line offerings, articles or blogs.
 
2.     Services. “Services” is defined as the sales and marketing activities, which includes but is not limited to the development, creation, production, sharing and distribution of Content, through the Internet, radio stations, or physical events.
 
3.     Privacy. To abide by the Essence privacy policy as provided on Essence web sites.
 
4.     Content Provider Content Preparation.  Content Providershall be solely responsible for all costs associated with creating and producing Content Provider Content, including, without limitation, the costs of scripting, talent, production facilities and production media, and for ensuring that all Content requiring the approval or pre-approval of any body or organization governing Content Provider business or profession or meet any criteria, guidelines or requirements imposed or promulgated by any such body or organization, or both ("Approvals).
 
5.     Essence Service. Essence and any affiliates or subsidiaries (collectively referred to as “Essence”) are providing a platform for promoting or distributing Content Provider Content through the Communication Mediums (the “Services”). Specifically, the Essence will promote Content Provider Content and will design, create, host and maintain web marketing materials, develop a marketing pitch, mail blast pitch, create web postings of Content and promote participants to register for Content Provider Content.
 
6.      Content Provider Responsibilities. The Content Provider will develop, conduct and deliver the Content including all outlines, scheduling, presentations, moderation, and provide all necessary Content. All costs associated with the Content design, development, or delivery, included but not limited to production or hosting, are the sole responsibility of the Content Provider.
 
7.     Essence Tracking. The Essence will refer registrants to the Essence websites and applications. Essence will capture email names and addresses of those referred and provide access to our database for Content Provider marketing. Content Provider agrees that any personal information abides by the Essence Privacy and anti-spam policies.
 
8.     Content Provider Payments. As full consideration for the Content Provider, Essence shall collect all fees, if applicable, and pay Content Provider a commission on sales for all Content based upon individually agreed upon rates and terms. Essence will further provide Content Provider a percentage of sponsorship funding, if any, the Content Provider obtains and brings to Essence, upon separately agreed upon terms and conditions.
 
9.     Endorsements. Neither Essence necessarily endorses, supports, represents or guarantees the accuracy, or reliability of any Content provided via the Services nor does Essence necessarily endorse opinions expressed via the Services provided by the Content Provider.  Content Provider acknowledges that any reliance on material provided via the Services will be at Content Provider own risk.
 
10.   Content responsibility. Essence takes no responsibility for Content Provider or third-party Content, nor does Essence have any obligation to monitor such third-party Content. Essence reserves the right, at any and at all times, to remove or refuse to distribute any Content through the Services, such as Content which violates the terms of this Agreement or Essence values and philosophy.
 
11.   Content Provider Intellectual Property Rights. Essence claims no ownership or control over any Content submitted, posted, distributed or displayed by Content Provider on or through the Essence Services. Essence acknowledges that Content Provider owns all right, title and interest in and to the Services, including all intellectual property rights associated with brands, logos, trademarks, copyrights, or URLs. Accordingly, Essence agrees that Essence will not copy, reproduce, alter, modify, or create derivative works from the Services. The Essence agrees not to use or apply for registration or use in any domain, any part of Content Provider intellectual property rights. This clause survives the terms of this Agreement.
 
12.   Essence Intellectual Property Rights.  Content Provider acknowledges that Essence owns all right, title and interest in and to the Services, including all intellectual property rights associated with brands, logos, trademarks, copyrights, or URLs. Accordingly, Content Provider agrees that Content Provider will not copy, reproduce, alter, modify, or create derivative works from the Services. The Content Provider agrees not to use or apply for registration or use in any domain, any part of Essence intellectual property rights. This clause survives the terms of this Agreement.
 
13.   Publicity. Content Providerand Essence agree to the joint use of trade names, trademarks, service marks, logos, URLs, domain names, and other distinctive brand features ("Brand Features") for the purposes of joint marketing and publicity for the duration of this Agreement.
 
14.   Representations and Warranties.  Content Provider represents and warrants that (a) all of the information provided by Content Provider to Essence to participate in the Services is correct and current; and (b) that Content Provider has all the intellectual property rights, power and authority necessary to grant the rights granted herein to any Content provided by the Content Provider. The Content Provider warrants that it is the proprietor of the Content and that it is not aware that any Intellectual Property Rights or the use of Content Provider Content on or in relation to the Services provided infringes the rights of any third party.  Content Provider further warrants that its title to and property in the Content is free and unencumbered. This clause survives the terms of this Agreement.
 
15.   Indemnification.  Content Provider agrees to hold harmless and indemnify Essence, and its subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to Content Provider use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Essence will provide Content Provider with written notice of such claim, suit or action. This clause survives the terms of this Agreement.
 
16.   Term of Agreement. The term of this Agreement shall commence upon the date this agreement is executed and will terminate with either party provides written notice of termination and all Content Provider Content is removed from Essence domains.
 
17.   Waiver and Severability of Terms. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any Party as a result of any breach or default by any other Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.
 
18.   Jurisdiction. This Agreement shall in all respects be governed by and construed in accordance with the internal laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas.  Venue for any legal proceeding concerning or in respect to this Agreement shall be Harris County, Texas.

 

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