The following Terms and Conditions are entered into by and between You (“Submitter” or “You”) and Coyote Midwifery LLC (“Company”, “we”, or “us”). 

WHEREAS, the Company creates and produces online courses, including a course called GOOD SOIL (the “Course”) and desires to include content provided by Submitter in the Course; and

WHEREAS, the Submitter is qualified to provide and desires to provide content to be included by the Company in the Course; 

NOW, THEREFORE, in consideration of mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Submitter agree as follows: 

INCLUSION OF SUBMITTED  WORK. Submitter hereby agrees to allow the Company to include submitted material in the Course. Submitter grants the Company, its affiliates, successors, and assigns (“Authorized Persons”) a non-exclusive, perpetual, irrevocable, unrestricted, royalty-free license to include the Submitted Material in the Course. As a condition of receiving this license, the Company agrees not to sell the Submitted Material individually or include the Submitted Material in any program other than the Course, whether paid or free. Further, the Company agrees not to make any derivative works based on the Submitted Material. The Submitter retains all right, title, and interest in and to the Submitted Material without limitation. This agreement does not convey to the Company any right, title, or interest in the Submitted Material, nor a portion thereof, but only constitutes a license to use the Pre-Existing material as specified herein.

PUBLICITY RIGHTS RELEASE. The Submitter irrevocably permits Company to use Submitter’s name, image, likeness, appearance, voice, professional and personal biographical information, and all materials created by or on behalf of Company that incorporate any of the foregoing in perpetuity for any legal purpose, including but not limited to advertising, public relations, publicity, packaging, and promotion of Company and its businesses, products, and services, without further consent from or royalty, payment, or other compensation to Submitter.

COMPENSATION. The Submitter shall not receive any monetary compensation but shall instead receive the intangible value of exposure by appearing as a guest in the Course, which Submitter specifically recognizes as valuable consideration.

RELATIONSHIP OF THE PARTIES. This Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company and you shall not make any agreements or representations on the Company's behalf without the Company's prior written consent.

REPRESENTATIONS AND WARRANTIES REGARDING DELIVERABLES. The Submitter represents and warrants to the Company that the Company will receive good and valid title to the Content, free and clear of all encumbrances and liens of any kind and that the Submitted Content is and shall be your original work (except for material in the public domain or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity. Submitter represents and warrants to the Company that the Company will receive good and valid right to use the Submitted Material, free and clear of all encumbrances and liens of any kind and that the Submitted Material are and shall be your original work (except for material in the public domain or provided by the Company) and do not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity. 

INDEMNIFICATION. You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from any breach of any representations and warranties regarding Deliverables. 

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, regarding such subject matter.

AMENDMENTS. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

SEVERABILITY. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

WAIVER. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

CHOICE OF LAW AND FORUM. Each Party irrevocably and unconditionally agree that any dispute arising under or related to this Agreement shall be resolved exclusively through arbitration to be held in Portland, OR under the rules of the American Arbitration Association. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such arbitration and agrees to bring any such dispute only in such forum. Each Party agrees that a final judgment by such arbitration is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties agree that this Agreement shall be construed under the laws of Oregon regardless of any choice of law rules.

Effective Date

This Agreement shall commence and be enforceable the date that the Submitter submits their material to Coyote Midwifery.