The Toronto Review of Books – Content & Article Submission Agreement / Release
This agreement (the “Agreement”) governs your submission of content and articles to The Toronto Review of Books (“TRB”). TRB may modify these terms at any time. Before submitting an article please review this Agreement carefully.
The following shall constitute a release by You to TRB, its subsidiary, affiliate, parent or other company and/or other company under common ownership or control (“Related Entities”), their directors, officers, agents, employees, consultants, lessees, licensees, successors and assigns, with regard to the submission of literary material for review by TRB. You understand and agree that the execution of this Release is a pre-requisite to TRB’s review of any material submitted by You.
In consideration of TRB’s review of the Material, You hereby agree as follows:
1. You understand and agree that TRB does not undertake to consider the Material in confidence. You acknowledge that TRB must disclose the Material to various employees of TRB, and possibly even to those outside of TRB’s employ, to determine the Material’s suitability for TRB. It is understood that no confidential relationship is created by reason of TRB’s consideration of Material or by reason of discussions at any time between TRB and You with respect thereto.
2. The Material has not been previously disclosed to TRB, and TRB has not made any prior inducements, promises or representations to You regarding the Material. Any submission to TRB is made with the understanding that TRB shall give the Material such consideration as it merits in TRB’s sole and final judgment, and TRB is under no obligation to You whatsoever if it does not evaluate the Material or does not desire to use the Material. TRB is under no obligation to release to You either TRB’s actions in connection with the Material or any information regarding its activities in the field towards which the Material pertains.
3. Consideration of the Material is not an admission by TRB of the novelty, propriety or originality of the Material. TRB shall not be obliged to further consider Your Material or to negotiate with or enter into any agreement with You.
4. You will retain the copyright in the Material, notwithstanding the rights granted to TRB as described below. You must grant, and you actually grant by submitting the Material, a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty free right to TRB to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, the Material, without any further consent, notice and/or compensation to you or to any third parties.
5. You acknowledge that compensation is in the form of self-promotion. You will not be compensated for the Material submitted to TRB at its sole discretion.
6. TRB may be advertiser and/or sponsor supported. You acknowledge that TRB is entitled, at its sole discretion, to place advertisements with the Material.
7. TRB shall be entitled to all rights of exploitation in any and all media whether now known or hereafter devised, in any ideas, concepts or materials that are created independently by TRB, even if similar or identical to the Material protected by copyright, without any compensation to You. You hereby waive and discharge any claims against TRB pertaining to the Material. You shall not be entitled to any compensation by TRB for TRB’s review or use (in any manner) of any portion of the Material, which is not protected material. Nothing stated in this Release or admitted herefrom should be deemed to constitute an admission of any fact or waiver of any right, remedy or defence available to TRB or its related entities and TRB and its related entities hereby reserve such rights, remedies and defences to the full extent of law, in equity and by agreement.
8. You hereby represent and warrant that:
a) You are the sole originator of the Material, that the Material is solely owned by You and that no other person, from a corporation, has any right, title or interest therein;
b) neither the Material nor TRB’s review or use thereof, shall violate any personal or property rights of any third party, including but not limited to, copyright, privacy, droit moral or other intellectual property rights, nor shall the Material or TRB’s review thereof constitute defamation, liable or slander against any third party;
c) You have the full right and authorization to submit the Material to TRB upon all of the terms and conditions herein stated;
d) no persons other than those signing below have collaborated with You and created the Material nor do any persons other than those signing below have any rights in such material inconsistent with Your agreement hereunder.
9. You acknowledge that in the event of a claim of wrongful appropriation or other claim of wrongful appropriation or other claim, he shall be limited to an action at law for damages, and You hereby waive all right to injunctive or equitable relief.
10. You hereby agree to indemnify, defend and hold harmless TRB and its Related Entities from and against any claim, loss, obligation, liability or expense including reasonable attorney’s fees that may be asserted against or incurred by TRB or its Related Entities in connection with the Material submitted hereunder, any uses of such Material by TRB or any breach of any representation or warranty made by You.
11. This Release constitutes the entire understanding between You and TRB. No other agreement, written or oral, expressed or implied, exists between You and TRB with respect to the Material. Any modification or waiver hereunder of termination must be in writing and signed by both You and TRB. The invalidity of any provision herein shall not affect the remaining provisions. The representations, warranties and indemnities shall survive the termination, execution, completion or expiration of this Release.
12. You have retained a copy of the Material and agree that TRB shall not have any obligation to return the Material to the You and that TRB shall be under no obligation for any loss or damage to such copy.