SUBSCRIPTION AGREEMENT

  1. INTRODUCTION.
    1. As a subscriber (“Licensee”) to The Writer’s Notebook column, you are entering into an “Agreement” with March Hare, Inc., a New Hampshire Corporation (the “Licensor”) based on the terms provided below.
    2. Licensor, as Publisher of The Writer’s Notebook, grants Licensee a non-exclusive license to reproduce the Work for limited use, subject to the following terms and conditions.
    3. This is a license agreement between you and Licensor that sets forth the terms for Licensee’s use of the Work. By downloading content from The Writer’s Notebook, you agree to the terms of this Agreement.
  2. RIGHTS GRANTED.
    1. Licensor has the rights in and to the copyrightable and/or copyrighted essays as set forth in Appendix A, incorporated herein by reference, and additional essays, as added to Appendix A from time to time (hereinafter collectively known as the “Work”), and has the exclusive right to license to others the right to publish the Work on the terms set forth herein.
    2. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
    3. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the Work in the course of its business, and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of the Licensor. Except as specifically set forth herein, Licensee shall not sell or distribute the Work in any way.
    4. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work in the same or similar manner.
    5. The License is for one-time, non-exclusive, limited use in one newspaper (print, online, and digital editions) during a defined two week time period commencing upon the date of each essay’s first release by Licensor. Licensee may copy and use each essay upon release by Licensor in accordance with the terms of this Agreement.  Any other use made by Licensee shall only occur upon the receipt of prior written approval from Licensor.
    6. Licensee acknowledges and agrees that, between Licensor and Licensee, Licensor owns all rights, title and interest granted to Licensee by Licensor pursuant to this Agreement. Nothing in this Agreement shall confer to Licensee any right of ownership in the Works.  Licensee shall not now or in the future contest the validity of the Licensor Logos. No rights are granted by Licensor except as expressly set forth in this Agreement.
    7. Licensee agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related rights in the Work. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with the terms of this Agreement. Licensee agrees not to make similar derivatives of the Work. Licensee will not contest the validity of any copyright for the Work and all associated intellectual property registrations that might be acquired
    8. Licensee may not sell, transfer, assign, relicense, or sub-license the Work, or authorize or purport to authorize any third party to use the Work in any manner or form.
    9. Licensee will take all actions necessary to provide security required to prevent third parties from removing and/or republishing the Work from Licensee’s website or print edition.
    10. Licensor shall have the right to substitute one or more Authors and/or an Author’s essay, and to add one or more Authors and/or an Author’s essay from time to time during the Subscription Period. Licensor retains right to cancel the column at any time and refund Licensee according to the number of columns remaining in the subscription cycle.
    11. Licensee may not cancel the Subscription for any reason, including Licensee’s objection to printing any particular essay based upon content.
  3. TERM AND TERMINATION.
    1. This Agreement shall commence as of the date of execution of this Agreement and payment of the Subscription Fee and shall continue in full force and effect until the end of the present subscription period (the “Subscription Period”).
    2. The present Subscription Period expires March, 2019.
    3. Upon termination or expiration of the License granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist.
  4. FEES.
    1. Licensee agrees to pay Licensor the Subscription Fee upon execution of this Agreement.
    2. Payment of the Subscription Fee, as set forth on the Writer’s Notebook website, must be made in full at the time the Order is placed. All sales are prepaid and final. No refunds or credits will be issued or due for any full or partial cancellation or non-use by Licensee.
  5. USE OF THE WORK.
    1. Licensor shall have control over the quality of each essay comprising the Work and the quality of any goods and/or services sold under or related to the Work.
    2. Rewriting, summarizing, revising, changing, editing, updating and/or excerpting any part of any essay and/or in the Work are prohibited in any and all media now known for hereafter invented. All uses of the Work must accurately incorporate the entire original published essay.
    3. Essays may not be posted on Social Media.
    4. Full credit and acknowledgement of the author of each essay and the author tagline will be published by Licensee with the Work in all editions.
    5. Licensee may not use content in a defamatory or other unlawful manner.
    6. Licensee content that is offensive, discriminatory, or harassing may not be displayed near the Work.
    7. Licensee’s column heading must be presented with “The Writer’s Notebook” logo and any other information provided by Licensor in all editions. In the event Licensor cannot include the logo with the column for publication, Licensor will typeset “The Writer’s Notebook” as the column heading in the Licensee’s standard headline typeface and treatment.
    8. No titles or subheadings may be added by Licensee.
    9. Licensee shall not alter the column heading logo provided by Licensor.
  6. INDEMNIFICATION.
    1. Licensee hereby indemnifies, defends, and holds harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including reasonable attorney’s fees, arising out of or relating to Licensee’s use of the Work, except as set forth in this Agreement.
    2. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Work, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Work, Licensee shall cooperate fully with Licensor. In any legal action arising from use, or ownership rights of the Work, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations
  7. NOTICES.
    1. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party:Licensor:
      Name: Tina O’Rourke
      Company: March Hare, Inc.
      Address: PO Box 145, Peterborough, NH 03458
      Telephone: (603) 562-9782
      Email: tina@thewritersnotebook.netLicensee:
      As set forth on Subscriber Page.
  8. MISCELLANEOUS.
    1. This Agreement represents the entire understanding of the parties and may not be modified in any way without the written consent of both parties in a signed amendment. This Agreement will be governed by and interpreted under the laws of the State of New Hampshire, without regard to its conflicts of law rules and any dispute regarding this Agreement will be heard in the courts, federal or state, located in the County of Hillsborough in the State of New Hampshire.
  9. TAXES.
    1. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Work.
  10. CERTIFICATE OF COMPLIANCE.
    1. Upon reasonable notice, Licensee agrees to provide Licensor with sample copies of newspaper pages, including providing Licensor with free of charge access to any pay-walled or otherwise restricted access website or platform where the Work is reproduced.
  11. ACCEPTANCE.
    1. By checking the box below, you have agreed to the terms of this Agreement.