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Guest Post Agreement

This Guest Post Agreement (the “Agreement”) is made and entered between the undersigned independent author, hereafter referred to as “Author”, and 15109639 CANADA INC., operating under the trade name Gorcel Agency, hereafter referred to as “Company”. The Company operates the website at www.gorcel.com (the “Site”).

In consideration of the covenants and conditions hereinafter set forth, Company and Author agree as follows:

  1. POSTS

Author is submitting various writings for the Company to consider posting to the Site from time to time (the “Work”), which may include articles, blogs, and other content. Company hereby agrees to consider posting Author’s Work on the Site or on other sites affiliated with the Company, in exchange for the rights granted to the Company hereunder by Author. It is within the sole and absolute discretion of Company as to whether or not it uses or continues to post to a website any of the Work, and Company may remove the Author-posted Work from its website or other sites affiliated with the Company at any time for any reason without notice.

  1. RIGHTS TO COMPANY

Author hereby irrevocably grants and assigns to the Company, its successors, and assigns, all right, title, and interest to the Work and any revised editions and derivative works, including but not limited to the full and exclusive copyright to the Work, and the full and exclusive rights, by itself or with others, throughout the world, to print, publish, republish, distribute, post on websites, and transmit the Work and to prepare, publish, distribute, post on websites, and transmit derivative Works based thereon, in English and in all other languages, in all media of expression now known or later developed, and to license or permit others to do so. The Company’s rights shall include but not be limited to:

(1) The right to publish and sell the Work in all languages throughout;

(2) Periodical or newspaper rights prior to or following any book publication, including any syndication rights throughout the world;

(3) Any and all moral rights associated with the Work;

(4) Commercial and merchandising rights throughout the world;

(5) Any and all electronic rights, including but not limited to the rights to post all or any of the Work and derivative work thereof on websites, electronic newsletters, and online services; and

(6) The right to be the “canonical” source for web publication of the Work.

(c) To the extent any of the materials and writings prepared by Author hereunder do not qualify as “work for hire” under applicable law, or are not assignable for any reason, Author hereby irrevocably and unequivocally waives enforcement of all such rights.

  1. DELIVERY OF WORK

The final text for the Work shall be submitted via the Company’s guest posting platform or other electronic format specified by the Company.

  1. RIGHTS OF THE AUTHOR

Author shall have the following rights, and only the following rights, with respect to the Work:

(a) If the Company posts the Work on a website, then Author’s byline will be included as part of the post, together with a short biography of Author and a link to the Author’s website if provided .

(b) Author shall have the right to post the Work on Author’s own website; provided, however, that Author shall wait at least 21 days after the Company has posted the Work on its site.

(c) Author has the right to include the Work in books or e-books.

  1. ATTRIBUTION

Author agrees that Company may use, at Company’s sole discretion, Author’s name, likeness, image, and voice in connection with maintaining the posting of or otherwise using the Work, and Author shall provide Company with a picture that is suitable for display next to the Work. Notwithstanding the foregoing, if the Company uses the Work on sites other than www.gorcel.com, the attribution may at the discretion of the Company also include a reference link to www.gorcel.com or other sites.

  1. CHANGES, EDITS, AND COPYRIGHTS

(a) Company shall have the right to edit and delete portions of the Work as it determines in its sole discretion, without any approval from or notice to Author.

(b) Company has the right to add to the pages containing the Work hyperlinks, boxes linking to other articles, products, or services, advertisements, and any other matter determined appropriate by the Company.

  1. OWNERSHIP OF INFORMATION

Any and all data and information concerning usage and readers of the Work shall be deemed solely owned by the Company. Any use of Company’s name or trademark(s) by Author shall require prior and written authorization from the Company.

  1. POLICIES

Author agrees to comply with all editorial policies of the Company established from time to time by the Company and made available to Author.

  1. PAYMENT

Author will not be entitled to any monetary or other compensation. Author will not be entitled to any portion of revenue if revenues are generated by Author’s Work, or any rights or equity in the Company.

  1. WARRANTIES

Author represents and warrants that the Work is original; the Work has not previously been published and is not in the public domain; Author has the right to enter into this Agreement and owns and can convey the rights granted to the Company; the Work contains no libelous or unlawful material or instructions that may cause harm, damage, or injury; the Work will not infringe upon or violate any copyright, trademark, trade secret, or other right or the privacy of others; and the Work does not contain any affiliate links or link to link farms; and statements in the Work asserted as fact are true or based upon generally accepted professional research practices. Author represents that the Work as provided by Author is professional of a high-grade nature and quality.

  1. INDEMNITY

Author agrees to indemnify, defend, and hold the Company and its successors, officers, directors, agents, shareholders, and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses, and damages arising out of, or in connection with any breach of this Agreement by Author.

  1. RELATIONSHIP OF PARTIES

Author is independent of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company’s sole discretion to cease using Author’s services or posting Author’s Work. Author shall provide the Company with satisfactory proof of independent status if requested.

  1. MISCELLANEOUS

(a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

(b) Entire Agreement: This Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations, and warranties between them respecting the subject matter hereof.

(c) Amendment: This Agreement may be amended only by a writing signed by Author and by a duly authorized representative of the Company.

             Severability: If any term, provision, covenant, or condition of this Agreement, or the application thereof to.

           If you have any questions or concerns regarding this Agreement, please contact Gorcel at contact@gorcel.com.

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