This GUEST AUTHOR AGREEMENT (the “Agreement”) is made and entered into with the submission of this content on this day (the “Effective Date”) between POSITIVE IMPACT LIFE, LLC, a Florida limited liability company (“LLC”) dba Positive Impact Empire (hereinafter called the “Company”), and the writer/author and/or independent contractor (hereinafter called the “Author”), collectively, (the “Parties”).

WHEREAS, Company is engaged in the business of positive focused, online, digital and print publications and related content, which are designed for a world-wide, global audience; and

WHEREAS, Company desires to retain Author as an independent contractor to write articles/blog posts and/or produce video and audio information from time to time on the terms and conditions set forth herein for posting on the website at positiveimpactempire.com (the “Website”); and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, understood and accepted by each party, it is hereby agreed by and between the Parties as follows:

1. RELATIONSHIP OF PARTIES.  The Author is independent of the Company and is an independent contractor.  Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of any future employment or engagement, or as a limitation upon the Company’s sole discretion to cease using Author’s services or posting Author’s Works at any time for any reason. The Author shall provide the Company with satisfactory proof of independent contractor status if requested.

2. CONSIDERATION FOR WORKS.  The Author is submitting various writings for the Company to post to the Website from time to time (the “Works”), which may include articles, blogs, podcasts, photos, artwork, graphics, music, and other audio content and/or video content. Company hereby agrees to consider posting Author’s Works on the Website or on other sites affiliated with the Company, in exchange and with the consideration of the rights granted to the Company hereunder by Author and by the Company to the Author.  The Author understands, acknowledges and accepts the sufficiency of this consideration for the Company posting the Author’s Works to the Company’s Website including a global audience for the Author to potentially achieve global exposure for the Author’s Works via the global audience, that directly benefits the Author.  It is within the sole and absolute discretion of Company as to whether or not it uses or continues to post to the Website any of the Works, and Company may remove the Author-posted Works from its Website or other sites affiliated with the Company, at its sole discretion, at any time for any reason without notice.

3. NO PAYMENTS.  The Author will not be entitled to any monetary payments or other financial compensation for the Works at any time. The Author will not be entitled to any portion of any revenue if any revenues are ever generated by Author’s Works on the Website or any rights or equity in the Company based on the Author’s Works.

4. DELIVERY OF WORKS.  The final text for the Works shall be submitted via the Company’s guest posting platform, its Website, or other electronic format specified by the Company, comply with the Company’s editorial and legal policies and is a professional work of a high quality and Author has checked spelling and grammar in the Works.

5. RIGHTS OF THE COMPANY.  (a) The Works is being commissioned by the Company on a “Work for hire” basis as such term is defined under U.S. copyright law and contract law.

(b) Author hereby irrevocably grants and assigns to the Company, its successors and assigns, all right, title, and interest to the Works and any revised editions and derivative Works, including but not limited to the full and exclusive copyright to the Works, and the full and exclusive rights, by itself or with others, throughout the world, to print, publish, republish, distribute, post on web sites, and transmit the Works and to prepare, publish, distribute, post on the Website, and transmit derivative Works based thereon, in English and in all other languages, in all media of expression now known or later developed, and to license or permit others to do so. 

(c) Author waives all “moral rights” and equivalent worldwide rights regarding the form or extent of any alteration to the Works (including, without limitation, removal or destruction) or the making of any type of derivative works based on the Works, including, without limitation, photographs, pictures, drawings, artwork, graphics or other visual reproductions or the Works, in any medium, in any format, for any purpose.

The Company’s rights shall include, but not be limited to:

(1) The right to publish and sell the Works posted on the Website by the Author in all languages throughout the world including in digital or print book format;

(2) Periodical or newspaper rights to the Works prior to or following any book publication, including any syndication rights throughout the world;

(3) Any and all moral rights and equivalent associated with the Works;

(4) Any and all electronic rights, including but not limited, to the rights to post all or any of the

       Works and derivative Works thereof on web sites, electronic newsletters, subscription services, and online services; and

(5) The right to be the “canonical” source for Web publication of the Works.

(d) To the extent any of the materials and writings in the Works prepared by Author hereunder do not qualify as a “WORK FOR HIRE” under applicable law or are not assignable for any reason, the Author hereby irrevocably and unequivocally waives enforcement of all such rights by the Author against the Company.

6. RIGHTS OF THE AUTHOR.  The author shall have the following rights, and only the following rights, with respect to the Works:

(a) Company grants back to the Author a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license, for the Works.  Author shall have the right to use and publish the Works in other formats, post the Works on Author’s own web site and republish the Works on other web-sites, provided, however, that Author shall wait at least seven (7) days after the Author has posted the Works on the Company’s Website and the Author shall indicate the Works were originally posted on the Company Website including the date of posting on the Company Website.  For example, “This article/post/podcast/audio/video was originally posted on positiveimpactempire.com on DD-MM-YEAR.”

(b) If the Company posts the Works on the Company’s Website, then Author’s byline will be included as part of the post, together with a link to a short biography and photo Author and/or a link to the Author’s web site.  The link to the Author’s web site will be provided at the Company’s sole discretion.

7. AUTHOR ATTRIBUTION.  Author grants to Company, a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, image, and likeness license and agrees that Company may use, at Company’s sole discretion, Author’s name, likeness, images, moving and still, and voice recordings in connection with maintaining the posting of the Author’s Works, or otherwise using and/or advertising the Works and Author shall provide Company with a personal picture that is suitable for display next to the Works. Notwithstanding the foregoing, if the Company uses the Works on sites other than on the Website, the attribution may at the sole discretion of the Company also include a reference link to the Website or other sites.

8. CHANGES, EDITS, AND COPYRIGHTS.  (a) Company shall have the right to edit and delete portions of the Works as it determines in its sole discretion, without any approval from or notice to Author.

(b) The Company has the sole right to add to the pages containing the Works, hyperlinks, boxes linking to other articles, products, or services, advertisements, and any other matter determined appropriate by the Company.

9. NO OWNERSHIP OR LICENSES OF COMPANY INFORMATION.  (a) Any and all data and information concerning usage and readers of the Works on the Company’s Website shall be deemed solely owned by the Company.

(b) Nothing herein shall be construed as establishing, either expressly or by implication, any grant of any rights, including any patent, trademark, copyright, trade secret or other ownership or property rights whatsoever, or any other licenses whatsoever, to any Company information, any information on the Company’s Website or any usage information of the Company’s Website.

(c) Any use of the Company’s name, trade names, or trademark(s) or any other intellectual property of the Company by Author shall require prior written authorization and consent from Company and is strictly prohibited without such written permission.

10. POLICIES.  The Author agrees to comply with all editorial, ethical and legal policies of the Company established from time to time by the Company and made available to Author. For reference, the The Authors Code of Ethics is contained herein as per Addendum 1.

11. WARRANTIES.  (a) Author represents and warrants that the Works are original and except for any third party material identified by Author, the Works have not have been copied from any other source; the Works have not previously been published and is not in the public domain; Author has the right to enter into this Agreement and owns and can convey the rights granted to the Company; the Works contains no libelous, slanderous, defamatory, derogatory, pornographic, sexual or unlawful material or any instructions, suggestions or techniques that may cause harm, damage, injury or death if used by any third-party; the Works will not infringe upon or violate any patent, copyright, trademark, trade secret, other intellectual property rights, privacy rights, publicity rights, or other property rights of any third-party; and the Works does not include any affiliate links or link to any link farms; and statements in the Works asserted as fact are true or based upon generally accepted professional research practices; Author represents that the Works as provided by Author is professional, of a high quality and the Author has checked spelling and grammar in the Works. 

(b) The Author represents and warrants Author is the original copyright holder for all text, pictures, photographs, graphics, clipart, music, audios, podcasts and/or videos in the Works and the 100% owner of such copyrights in the Works.

(c) If the Author uses any text, pictures, graphics, music, audios and/or videos in the Works for which the Author does not own the copyrights, the Author MUST immediately notify the Company such materials are included in the Works.  Failure to notify the Company is a material breach of this Agreement.  The Company at its sole discretion may permit, may not permit, or require removal of such materials from the Works and/or may require the Author obtain written permission or a purchased license from the copyright owner before such materials may be included in the Works and posted on the Website.

12. INDEMNITY. Author shall indemnify and hold harmless Company and its members, shareholders, directors, officers, employees, attorneys and agents from any claim, suit, damage, judgment, cost or expense (including attorneys’ fees) arising out of the breach of any of the Author representations and warranties for the Works included in Section 11; and Author also shall indemnify and hold harmless, Company, its members, officers, directors, employees, other independent contractors, attorneys, agents, successors and assigns, from any and all claims with respect to any death, injury, harm, loss or damages of any kind including, but not limited to, actual, punitive, liquidated, special, or consequential damages, however, caused by the Author’s Works, use of the Author’s Works by any third party, or Author’s behavior or Author’s actions on others, or on Company, at any time that have been contributed to or occasioned by Author, for any intentional acts, any illegal acts, or any other acts, errors, omissions, representations, negligence, or faults of, by the Author, on any third-party or by the Author on the Company, or by the Author on herself/himself.

13. TERM AND TERMINATION.   (a) The “Term” of Agreement will begin on the Effective Date identified above and shall continue for one (1) year and renewed automatically for successive one (1) year terms until terminated by either party either with or without cause.

(b) “Termination” by either party can be with or without cause and is effective on the date that Notice under Section 14(j) is given and received, with confirmation of receipt in writing.

14. MISCELLANEOUS.

• Governing Law, Jurisdiction, Forum, Venue. This Agreement shall be construed and regulated under and by the laws of the United States and the State of Florida, excluding Florida’s conflict of laws principles. The Parties expressly consent to the exclusive forum, personal jurisdiction, and venue of the Courts of the State of Florida, County of Pinellas and the United States District Court for the Middle District of Florida, Tampa Division, in any and all actions, disputes, or controversies relating to this Agreement.

(b) Injunctive and Equitable Relief. The Author agrees the Company may suffer irreparable harm if this Agreement is breached by the Author.  Consequently, Author hereby agrees that in such a breach event, the Company shall be entitled, in addition to such monetary relief,  fees and expenses (including without limitation, attorneys’ fees, expert fees, and other professional fees and costs) as may be recoverable by law, but also be entitled to equitable relief including temporary, preliminary and/or permanent injunctive relief and/or ordering of specific performance, as may be necessary to restrain any threatened, actual continuing, or further breach, or require specific performance by the Author, without showing or proving any actual damages sustained by Company, and without any requirement the Company post a bond or surety.

(c)Attorneys’ Fees. In the event that Company is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the Author, the Company shall be entitled to reasonable attorneys’ fees and costs, which shall also include any fees or costs incurred to settle a dispute without trial, at trial or in any appellate or administrative law proceeding.

(d) Entire Agreement.  This Agreement contains the entire agreement and understanding between the Parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.

(e) Amendment.  This Agreement may be amended only by a writing signed by the Author and by a duly authorized representative of the Company.

(f) Severability.  If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

(g) Construction.  The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement.  The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to interpreting this Agreement.

(h) Rights Cumulative.  The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

(i) Non-waiver.  No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance and all such rights are reserved.  All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company or other person duly authorized by the Company.

(j) Notices.  Any and all notices or other communication provided for herein shall be given by registered or certified mail, return receipt required, express package delivery service, signature required, or messenger service, signature required, in the case of Company to its principal office and in the case of Author, the Author’s home address or to such other address as may be designated by Author.

(k) Assignment.  The engagement of the Author is personal, and the Author may not assign or subcontract, export outside the US, any of his/her rights or obligations hereunder.  The rights of the Company hereunder are freely assignable, transferable, and licensable and inures to the benefit of the successors, assigns, executors, and administrators of the Company.

(l) Sophisticated Parties.  The Author acknowledges that prior to executing this Agreement he/she fully understands and agrees to all of their rights and obligations under this Agreement and that this Agreement is the result of informed negotiations between sophisticated Parties.  The Parties further acknowledge and agree that they have not relied on any written or oral representation, inducement, or anything else in executing this Agreement that is not set forth expressly in writing herein.

(m) Survival.  This Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, personal representatives, successors and assigns, but may not be assigned by Author.  The terms of Sections 1-14 will survive all terminations of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement and agree to be legally bound by its terms on this day, with this form submission.

Addendum 1: CODE OF ETHICS

The Company values the diversity of the ages, background, education, ethnicity, expertise, life experiences, professional experiences, opinions, and views of our Guest Authors.

The Company reserves the right to update the Code of Ethics from time to time as required. The most current version thereof will be available on the Website.

All Positive Impact® Guest Authors agree to:

1. Provide only original content that is positive and constructive.
2. Provide only original positive content that strikes a balance for the public’s need for the information against any negative reaction, discomfort or harm it may potentially cause.
3. Treat the Principals and staff of Positive Impact Empire and other Guest Authors with dignity and respect.
4. Treat anyone who posts comments about the Guest Author’s content with dignity and respect, even if the Guest Author disagrees with the poster’s opinions.

Guest Author Ethics violations include but are not limited to:

1. Providing content that is negative, factually incorrect, hostile, inflammatory, libelous, slanderous, derogatory, sexual or pornographic in nature or includes any political based commentary.
2. Copying any part of the work of another.  Plagiarism is “the practice of taking someone else’s work or ideas and passing them off as one’s own.”  Plagiarism is strictly prohibited on any level for any type of content.
3. Using copyrighted materials without written permission of the copyright owner or a purchased copyright license (e.g., for a photograph, music, etc.).  This includes, using copyrighted materials including, but is not limited to, text, photographs, pictures, graphical images, clip art, artwork, audio recordings, music, podcasts, and/or video recordings of another, without written permission or a purchased license.
4. Using any photographs, pictures, diagrams, figures, pictures, tables, or illustrations that belong to third parties without written permission or a license from the copyright owners and without cited credit to the copyright owner.
5. Making false statements, proposing or posting a conspiracy theory of any kind in any posted content.
6. Being disrespectful in discussing and debating ideas associated with the Guest Author’s posted content with anyone who leaves comments about the Guest Author’s posted content.

Consequences of any Guest Author Ethics Violations:

The Principals of Positive Impact Empire, at their sole discretion, may take any action deemed necessary and appropriate, including, but not limited to, immediate removal of the Guest Author’s posted content and temporarily and/or permanently removing the Guest Author’s login privileges and account on the Positive Impact Empire website.