KSL.com Contributor Registration

Thank you for your interest in being a contributor for KSL.com. Please read through the following terms and conditions.

Contributor's Agreement

This letter will set forth our agreement ("Agreement”) with You (“Contributor” or “You”) as a regular contributor to websites, applications or social media channels owned, operated or published by Deseret Digital Media, Inc., including but not limited to KSL.com, (collectively, “DDM”, “We” or “Us”). The terms of this Agreement are as follows:

• Engagement of Services. Subject to the terms of this Agreement, the Contributor will have the opportunity to prepare and deliver written or multimedia content to DDM. Additional terms and conditions, including deadlines, scope descriptions, length, all approved and documented expenses to be reimbursed, and quality and delivery requirements that will apply to any specific assignment or project that we offer or make available to You (each a “Project”) will be agreed to in writing by You and DDM. We will communicate those additional terms and conditions to You in connection with the assignment or project, but under no circumstances will those additional terms and conditions modify, negate, or replace the terms of this Agreement. DDM does not guarantee any minimum number of Projects pursuant to this Agreement, nor that any Project will be published. We may ultimately choose in our unbridled discretion to assign no Projects under this Agreement, choose to request any number of Projects, choose to publish no Projects or publish all Projects. This Agreement is not exclusive.
• Compensation. DDM will pay pursuant to the most current DDM Compensation Schedule, upon publication of a Project.
• Project Delivery. During the term of this Agreement, You may undertake Projects for Us in any of the following ways:
  • We will occasionally email or post to our community of contributors requests for particular forms of content (e.g., articles, multimedia pieces, etc.), and You may submit proposed projects, and respond to requests for projects You are interested in doing; or
  • We may contact You to request that You undertake a particular project for us.
  • You may contact us with suggestions for proposed Projects, for which we will communicate acceptance to you in writing.
• In either event, You will not be considered “contracted” for a Project until both You and DDM have specifically agreed in writing (which may occur via email, by claiming tasks or projects online, or other electronic form of agreement) on the scope and other details of the Project.
• Project Representations. Unless otherwise specifically agreed in writing, You hereby agree and represent that (a) each Project You deliver to DDM will be original, solely created by You and deemed a “work made for hire” ordered by DDM; (b) the Project has not been previously published, sold or agreed to be sold; (c) the Project does not violate or infringe any copyright, right to privacy, proprietary or any other right of any third party; (d) the Project does not violate any laws, rules or regulations; and (e) the Project is not libelous, obscene nor defamatory.
• Quality Standards. Any Project You submit to us must comply with the quality, style, legal, and other standards set by DDM, including, but not limited to, (a) Your agreement that You not give any person interviewed for a Project any editorial approval or control over the Project; (b) any necessary permissions have been, or will be, obtained, (c) You will cooperate in the editorial review process, including but not limited to providing copies of necessary permissions and pertinent source materials; and (d) You will cooperate with DDM in the event of any legal action arising from the Project’s publication. You agree to complete the Project in a professional manner and within the level of care customarily observed by skilled professionals performing similar services. We reserve the right to modify any or all of those standards from time to time in our sole discretion.
• Ownership/Intellectual Property Rights. In consideration of the monies to be paid to You for each assignment, You grant the DDM the following rights with respect to the Project:
  • DDM will be deemed the sole author and owner of the Project. You further agree that all content, intellectual property rights, or other rights associated with any Project that You deliver to us will be vested exclusively in us, with the right to make use of the Project anywhere in the world and to make changes and edits, in any manner, to the Project. To the extent that any Project is found not to be a “work made for hire” or any intellectual property or other rights are deemed not to have effectively passed to DDM by virtue of this section, You hereby assign all such rights to DDM.
  • Exclusive worldwide, periodical publication and syndication rights to the Project in all languages and in all mediums (including, without limitation, the right to publish, display or transmit any electronic or optical version of the Project or any portion thereof by means now existing or created hereafter). You agree not to permit anyone else to publish or use the Project or any portion thereof (including, any background information, research or other materials developed by You in connection with the Project) for any purpose.
  • The right to use Your name, likeness and the Project or any portion thereof in connection with the promotion of DDM or any affiliated publications including, but not limited to, promotions for publications, advertisements for DDM and year-end reviews and anthologies of DDM.
  • The right to edit the Project and to accompany the Project with photographs or other illustrations of our choice in connection with the exercise of any of the foregoing rights. All decisions as to the timing of publication of the Project and placement of the Project in any publication will be made exclusively by DDM
• Limited License. DDM grants You a royalty free, nonexclusive, worldwide, non-transferable license to use and display the Project (“Licensed Content”) on one (1) website, app, blog, social media channel or other internet site owned and operated exclusively by You, under the following terms:
  • Except for the license rights granted in this Section, (a) DDM retains all rights in the Licensed Content, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Nothing in this Section will restrict DDM from making any use whatsoever of the Licensed Content or of other intellectual property owned or licensed by DDM, in any manner that it deems desirable or appropriate.
  • Contributor shall cause each embodiment or depiction of the Licensed Content that it reproduces, uses, disseminates, displays or distributes to contain a notice comprised of the following elements: (a) the word “Copyright,” or the abbreviation “Copr.,” or the symbol ©, (b) the year of the first publication of such embodiment or depiction as specified by Licensor, and (c) the name: DDM.
  • Contributor may not (a) sublicense or resell the Licensed Content without DDM’s prior written consent; (b) edit, alter, rewrite or modify the Licensed Content without DDM’s prior written consent, other than to make minor changes necessary to import the Licensed Content into any electronic product in which DDM has authorized Contributor to use the Licensed Content; (c) advertise within the Project; or (d) engage commenters to the Licensed Content in an adversarial, derogatory or negative manner. Additionally, Contributor must comply with Google’s rules, as amended from time to time, including but not limited to placing all necessary tags, to affirm the Licensed Content on Your website is not the canonical version of the Licensed Content.
• Assignment. Contributor hereby assigns, grants and delivers to DDM, and agrees to further assign, grant and deliver exclusively to DDM, throughout the world, all of Contributor’s rights, title and interests of every kind and nature whatsoever in and to the Project (and all copies, versions, translations thereof), including all copyrights and other proprietary rights therein and all renewals and extensions thereof. Contributor represents that no person or entity worked on or contributed to the creation of the Project other than Contributor. Contributor shall indemnify and hold DDM harmless from any failure to comply with this section, including Contributor’s failure to provide clear title to the Project.
• Necessary Documents. Contributor further hereby agrees to execute and deliver to DDM, its successors and assigns, such other and further assignments, instruments and documents as DDM reasonably may request from time to time for the purpose of establishing, registering, evidencing, enforcing or defending DDM’s complete, exclusive, and worldwide ownership of all rights, titles and interest of every kind and nature whatsoever, including all copyrights, in and to the Project, and Contributor hereby constitutes and appoints DDM as Contributor’s agent and attorney-in-fact, with full power of substitution, to execute and deliver such assignments, documents and instruments as Contributor may fail or refuse to execute and deliver, this power and agency being coupled with an interest and being irrevocable.
• Independent Contributor.
  • You shall be an independent contributor, and may be referred to from time to time, including but not limited to in this Agreement, as a freelancer, correspondent, or contributor. Nothing in this Agreement shall render You an employee, partner, agent of, or joint venturer with DDM for any purpose. You are not authorized to make any representation, contract or commitment on behalf of DDM. You shall not be entitled to any of the benefits that DDM may make available to its employees, such as insurance, profit sharing or retirement benefits. You shall be solely responsible for all taxes and payments required to be filed with or made to any federal, state or local tax authority with respect to Your performance of services and receipt of fees under this Agreement. DDM shall regularly report amounts paid to You as required by law. Because You are an independent contributor, DDM shall not (i) withhold or make payments for social security, (ii) make unemployment insurance or disability insurance contributions, or (iii) obtain or pay for worker’s compensation insurance on Your behalf. You hereby agree to indemnify and defend DDM against any and all such taxes or contributions, including penalties and interest.
  • If You are a resident of the State of California, You may submit no more than 30 Projects per year.
• Term/Termination. Either party may terminate this Agreement for any or no reason by providing fifteen calendar days’ advance written notice to the other party. DDM may terminate this Agreement immediately, and without notice, for Your failure to comply with the terms of this Agreement, including, but not limited to, Your failure to deliver the Project within the agreed upon time frame or quality parameters. Sections __ and any other term that should reasonably be construed as surviving the termination of this Agreement will survive termination.
• Limitation of Liability. DDM WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS), WHETHER OR NOT WE WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY FOR DDM, IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, SHALL BE THE AMOUNT PAYABLE BY US TO YOU UNDER THIS AGREEMENT.
• Indemnification. Contributor hereby agrees to defend, indemnify and hold harmless DDM, and its successors and assigns, any seller of the Project, and any licensee of the Project, from and against any and all costs, damages, whether such damages are direct or consequential, and expenses and fees, including reasonable attorneys’ fees, incurred as a result of any claim, action, proceeding, or demand arising from (a) an actual or alleged breach of any of the warranties made by Contributor herein; or (b) DDM’s use, publication or dissemination of the Project.
• Confidentiality. You understand that You may receive access to DDM’s, confidential or proprietary information (“Confidential Information”). During the term of this Agreement, and for seven (7) years after termination, You will not disclose or use our Confidential Information for any purpose other than as necessary to perform a Project.
• Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. This Agreement applies to all Projects submitted to us by You. Both parties must agree to any modifications to this Agreement in writing.
• Miscellaneous. This Agreement applies to all Projects submitted to us by You. Both parties must agree to any modifications to this Agreement in writing. The laws of the State of Utah shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. The sole and exclusive venue for any dispute between You and Us arising from this Agreement shall be the federal and/or state courts located in Salt Lake City, Utah. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. This Agreement, and Your obligations and rights under it, are specific to You, and You may not assign any of Your rights under this Agreement, or delegate the performance of any of Your duties hereunder, without our prior written consent.

If the foregoing correctly sets forth our Agreement, please electronically sign below.

Very truly Yours,

Deseret Digital Media, Inc.