The terms and conditions (the “Terms”) of the Story Submission Agreement (the “Agreement”) contained herein shall govern the submission of your story (the “Work”) to the Texas Medical Association (“TMA”). These Terms apply in full force, and by submitting your Work to TMA, you expressly accept all Terms contained herein in full. You must not submit your Work to TMA if you have any objections to the Terms of this Agreement. The following Terms apply to the submission of your Work to TMA:
Copyright Ownership. Effective upon the date of submission of your Work to TMA, and in exchange for TMA reviewing, editing, and/or publishing the Work, on an exclusive basis and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby transfer to TMA full ownership throughout the world of all rights, titles, and interests, in and to the Work, including but not limited to the right to edit, modify, publish, republish, transmit, sell, distribute, or otherwise use the work, in whole or in part, in all media of expression now known or later developed, and to license and permit others to do so. TMA shall have the right to register copyright to the Work in its name as claimant, whether separately or as a part of another medium in which the Work is included. You agree that all copies of the Work made in accordance with this Agreement shall prominently include a copyright notice that states the copyright year and copyright ownership by TMA:
© XXXX [year] Texas Medical Association.
Sole Discretion. You acknowledge that TMA has sole discretion to use the Work, including but not limited to, substantially editing, modifying, or selling, or distributing the Work. Further, in TMA’s sole discretion, TMA may choose not to publish the Work.
Use of Author’s Information. You also agree that TMA may use your name, photo, biological information and likeness in connection with promoting or advertising the Work and any adaptation thereof, in any medium in which the Work is included. You hereby release TMA, its directors, officers, employees, affiliates, and agents from any claim based on a right of publicity or privacy for use of your information in accordance with this Agreement.
Author’s Representations and Warranties. You represent and warrant to the best of your knowledge, belief, and expertise that: (1) you are the sole author and sole holder of all rights in the Work; (2) you have not previously assigned, pledged, or otherwise encumbered the Work; (3) the Work is original to you; (4) the Work has not been previously submitted for publication (unless the prior submission has been rejected unconditionally); (5) the Work has not been published elsewhere, accepted for publication elsewhere, and is not pending acceptance or being considered for publication elsewhere; (6) the Work does not violate or infringe on any copyright or other personal or property rights of any third parties, (7) the Work contains nothing libelous or contrary to law; (8) any scientific knowledge contained in the Work is true and accurate; (9) you have obtained written consent as required for the use of any third-party copyrighted or unpublished material contained in the Work and will deliver such consent to TMA; (10) you have the full power to enter into this Agreement and to make the grants contained herein; and (11) your Work complies with state and federal laws, including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) privacy rule.
HIPAA’s safe harbor list of de-identification requirements, in accordance with 45 C.F.R. § 164.514, is available here.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TMA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (including TMA, each a “TMA Indemnified Party”) FROM AND AGAINST ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE LEGAL COSTS, EXPENSES, AND ATTORNEYS’ FEES) AND LIABILITIES INCIDENT TO CLAIMS, DEMANDS, OR CAUSES OF ACTION BROUGHT BY OR ON BEHALF OF ANY PERSON OR ENTITY, WHICH CLAIMS, DEMANDS, OR CAUSES OF ACTION IN ANY WAY ARISE OUT OF, ARE INCIDENT TO, OR RESULT FROM THE AGREEMENT, INCLUDING ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION THAT IN ANY WAY ARISE OUT OF, ARE INCIDENT TO, OR RESULT FROM, WHETHER IN WHOLE OR IN PART, THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT) OF A TMA INDEMNIFIED PARTY.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
Choice of Law. This Agreement and any dispute arising from or in any way relating to this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law rules or principles.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The number of arbitrators shall be one. The parties shall agree on the arbitrator, or if an agreement cannot be reached, the AAA shall have discretion to choose an arbitrator. The place of arbitration shall be in Travis County, Austin, Texas. Texas law shall apply. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Attorneys’ Fees. In the event any party to the Agreement institutes any action or proceeding against the other party with regard to this Agreement, the prevailing party of such action shall be entitled to recover from the non-prevailing party (in addition to all other remedies provided by law) the prevailing party’s attorney’s fees and costs incurred in such action or proceeding.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason on this Agreement.
Severability. If any part of this Agreement is declared or held invalid for any reason, the invalidity of that part will not affect the validity of the remainder of this Agreement, which will continue in force and effect and be construed as if the Agreement had been executed without the invalid part.
Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration.
Waiver. The failure or any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege. Further, the waiver of any right, remedy, power or privilege with respect to any occurrence shall not be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.