This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your Submit account (“you” or “Licensor”) and Massive-Apps LLC (Discount-comics.com) As used herein, “Discount-comics” “Company,” “Licensee,” “we,” or “us” means, Massive-Apps LLC.
This Agreement provides the terms and conditions of your participation in the Submit digital comic self-publication and distribution program (the “Program”). You are not eligible to enter into this Agreement unless you are old enough to have the legal capacity to enter into contracts.
- Agreement Acceptance
You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by submitting content to us or otherwise using any part of the Program. If you don’t accept the terms, you are not entitled to use the Program. If the Licensor is an entity, the individual person who accepts this Agreement for the Licensor represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Licensor and to bind Licensor to the terms of this Agreement.
“Content” refers to any material that you submit to the Company, and includes Art Work (defined below), metadata, logos, and trademarks. The terms “include,” “includes,” and “including” mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” respectively. “Agreement” includes the License Agreement set forth in Exhibit 1 (the “License Agreement”), as it may be amended from time to time pursuant to section 11.
- Respect for Intellectual Property Rights
You may only submit Content that you have the full legal right to submit and license to the Company pursuant to this Agreement. The section below titled “Representations and Warranties” contains legally binding representations and promises that you are making to the Company regarding intellectual property rights and other matters. You will be liable to the Company if those representations and promises are not accurate either now or in the future.
Age Appropriate Content
You agree that the company will not be held liable for any disputed content in your submitted Content.
- Your Representations and Warranties
By submitting Content, you are representing to the Company and promising that you have intellectual property and any other applicable rights in and to the Content sufficient for you to submit the Content and to grant the License described in Exhibit 1 free of any third party claim of infringement or other violation of rights. If the Company accepts your Content for distribution, you will be making significant additional representations and promises, which are described under the title “Representations and Warranties” in Exhibit 1.
- Your Indemnification Obligations
You will indemnify and defend the Company, its affiliates, and their directors, officers, employees, agents, successors, and assigns against any losses, liabilities, claims, causes of action, and expenses (including reasonable attorneys fees and costs of investigation, whether before or after assertion of a formal claim, and reasonable litigation expenses) arising out of or related to your representations, warranties, and obligations set forth in this Agreement, including any matters arising out of or relating to any assertion that the Content (a) infringes the intellectual property rights of any third party, (b) is defamatory, (c) violates the rights of privacy or of publicity of any third party, (d) otherwise violates the rights of any third party, (e) requires the payment of royalties or fees of any type to any third party, (f) violates any applicable laws or regulations, or (g) violates age-appropriate content agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
- Limitation on Company’s Obligations and Liability to You
THE PROGRAM PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED AS IS WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOUR USE OF THIS SERVICE IS AT YOUR OWN RISK.
THE COMPANY IS NOT RESPONSIBLE FOR LOST OR DAMAGED CONTENT. THE COMPANY IS NOT RESPONSIBLE FOR, AND WILL HAVE NO LIABILITY FOR, ANY DAMAGE TO YOUR COMPUTER, DEVICE, OTHER HARDWARE OR SOFTWARE, OR FOR LOSS OF OR DAMAGE TO DATA RESULTING FROM YOUR USE OF THIS SERVICE.
THE COMPANY WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF, KNOWS OF, OR COULD FORESEE THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER.
- Company’s Discretion
Whether and to what extent the Company evaluates Content submitted by you, and whether to accept such Content for distribution, shall be in the Company’s sole discretion.
- License Agreement
You agree that if the Company accepts your Content for distribution, you will, without further action on your part, be legally bound by the terms of the License Agreement set forth as Exhibit 1 to this Agreement. Such License Agreement is an integral part of this Agreement. Before submitting Content, you must read, understand, and be willing to accept the obligations, liabilities, and rights that you will have under the License Agreement. If your Content is accepted by the Company for distribution, you subsequently may be able submit Content through a publisher portal that may be made available to you by the Company in its sole discretion.
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms on this page with a revision date indicated at the top or by sending an email to the email address then registered for your Program account. Here are the rules for when changes will be effective and binding on you:
- Term and Termination
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your Licensed Work within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion.
All rights to Licensed Work acquired by customers prior to termination will survive termination, including that subscribers to our digital comic subscription program may, in our discretion, continue to access any Licensed Work enrolled in that program until such subscriber returns the Licensed Work. All rights and obligations that by their nature or as stated to continue beyond termination will survive any termination of this Agreement, including confidentiality obligations and indemnification. We may retain, store, reproduce, and publicly display copies of the Licensed Work after termination or after a Licensed Work is no longer available in the Program to provide access to or re-downloads of your Licensed Works or otherwise support customers who have purchased a Licensed Work prior to termination or the Licensed Work’s removal from the Program.
- LICENSE AGREEMENT
This License Agreement is effective when we notify you by email that the specific Content identified in such email (the “Licensed Work”) has been accepted for distribution through the Program. With respect to such Licensed Work, this License Agreement and the above Agreement shall supersede and replace any other agreements between the Parties that might otherwise apply to the Licensed Work.
- 12. GRANT OF LICENSE, RIGHTS AND OBLIGATIONS
Licensor hereby grants to Licensee the worldwide, non-exclusive, and irrevocable license and right to distribute the Licensed Work in all digital formats (the “License”). This right includes the right to use, store, reproduce, market, transmit, display, reformat, sell or otherwise digitally make available (collectively, “Use”) the Licensed Work through Discount-Comics, in each case as they exist now or in the future, through any device, operating system, and media, existing now or in the future.
The License shall also include Licensee’s right to Use all artwork and other content developed by or on behalf of Licensor (or excerpts therefrom) that is related to the Licensed Work (for example, comic book covers or titles, character likenesses, curated content, advertising material, Licensor name, icon, trademarks) (collectively, the “Art Work”) in connection with Licensee’s sales and marketing of the Comics Store.
- REPRESENTATIONS AND WARRANTIES.
Licensor’s Representations and Warranties. Licensor represents and warrants, that (i) if Licensor is not a natural person, it is duly organized and validly existing under the laws of the relevant jurisdiction, with full organizational authority to enter into and perform this License Agreement, (ii) Licensor has the legal capacity to enter into, be bound by, and perform this License Agreement, and, if Licensor is not a natural person, the execution, delivery, and performance of this License Agreement by Licensor is duly authorized, (iii) entry into and performance of this License Agreement will not (and would not, after the giving of any required notices and the expiration of any required time periods) violate or constitute a default or event of default under any statute, regulation, judgment, order, contract or other legal authority to which Licensor is subject, (iv) Licensor has and will maintain throughout the Term intellectual property rights in and to the Licensed Work and the Art Work sufficient for it to grant the License herein free of any third party claim of infringement or other violation of rights, (v) Use of the Licensed Work and Art Work as contemplated herein will not violate, by way of infringement or otherwise, the rights of any third party or require the payment of royalties or fees of any sort by Licensee to any third party, and (vi) the content of the Licensed Work and Art Work will not violate the laws of the United States, any State thereof, or any country within the European Economic Area, and, to the best of Licensor’s knowledge, will not violate the laws of any other jurisdiction.
Licensee’s Representations and Warranties. Licensee represents and warrants that (i) Licensee is duly organized and validly existing under the laws of the State of Delaware, with full organizational authority to enter into and perform this License Agreement, and (ii) the execution, delivery, and performance of this License Agreement by Licensee is duly authorized.
- 14. FORCE MAJEURE.
Notwithstanding any provision of this License Agreement to the contrary, if Licensor or Licensee is delayed, hindered in or prevented from, in whole or in part, performing any of their respective obligations under this License Agreement by reason of any fire, strike, civil commotion, lock-out, labor dispute, law, rule, proclamation or governmental regulation, insurrection, war, public disaster, flood, unavoidable casualty, act of God or the elements, earthquake, vandalism, sabotage or failure of power (a “Force Majeure Event”), then the Party so affected shall be excused from its performance hereunder solely for the duration of such Force Majeure Event until the completion of the remedial activity in response to the Force Majeure Event and the time for performance shall be extended for a period equal to the duration of the Force Majeure Event and such remedial period; provided, that if a Force Majeure Event shall extend for more than ninety (90) days, the License Agreement may be terminated immediately on notice given by either Party, without liability incurred to the other Party as a result of such termination. In order to avail themselves of the foregoing provisions, each Party shall promptly notify the other of the occurrence of any such Force Majeure Event.
15. No Partnership or Joint Venture
In making and performing this License Agreement, Licensor and Licensee act and shall act at all times as independent contractors and nothing contained in this License Agreement shall be construed or implied to create an agency, joint venture or partnership relationship between the Parties. At no time shall either Party make commitments or incur any charges or expenses for or in the name of the other except as expressly provided for herein.
16. PAYMENTS AND FEES
- Payment. If you are not in breach of your obligations under this Agreement, we will make the following payments.
- Sales. For a la carte sales, we will pay you, net of any refunds or bad debt, Seventy Five percent (75%) of Net Sales , after a $0.30 Paypal service charge per transaction.
- When We Pay You. For any calendar quarter in 2018, we will pay you any payments due approximately 45 days following the end of each calendar quarter for the then-ended calendar quarter. Payments are only sent during quarters when net sales are above $10.00.
- Payment Policies. We may require you to provide certain information or to register a valid bank account in your Submit account in order to receive payments, in which case we will not be obligated to make payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods.
- Method of Payment. The payment shall be made in U.S. Dollars via electronic fund transfer (“EFT“), or, if such wire transfer is not feasible, such other method as may reasonably substitute therefor. The paying Party shall be responsible for any costs charged by its bank for initiating an EFT and the payee Party shall be responsible for any costs deducted by its bank, financial institution or payment receipts provider for receipt of an EFT. Each Party shall provide all tax documentation reasonably requested by the other or as required by law.
- Minimum Balance. If a minimum payment threshold applies to the payment method you select, payment will be made when the accrued amounts meet the minimum payment threshold.