This Agreement shall be effective immediately upon the acknowledgment and execution of the User/Seller (hereinafter the “Author”).
The term of this Agreement shall be for a period of five (5) years and shall be renewable for one (1) additional five (5) year term by Corestand, Inc., (hereinafter “Publisher”) upon written notice to Author not less than sixty (60) days prior to the expiration of the original five (5) year term.
Author hereby expressly acknowledges the right to enter into agreements electronically. Author further acknowledges that this electronic submission constitutes an Agreement and Author intends to be bound by such agreement. This acknowledgment applies and extends to all submissions and works relating to Corestand, Inc. and its website corestand.com, including all records, transactions, cancellations, notices, policies and applications associated therewith.
This Agreement relates solely to the original, individual work (the “Work”) created by Author and included in its related submission to Publisher as more specifically described in Section 10 below.
A. Representations and Warranties of Publisher –
i. Publisher is a validly existing corporation in good standing that was incorporated under and in accordance with the laws of the State of Illinois;
ii. Publisher is a wholly owned subsidiary of Brain Feed, Inc., a validly existing corporation in good standing that was incorporated under and in accordance with the laws of the State of Illinois;
iii. The execution, delivery and performance of this Agreement and all documents executed or to be executed in connection herewith have been duly authorized by all necessary corporate action on behalf of Publisher. This Agreement constitutes and all documents executed or to be executed in connection herewith shall constitute the legal, valid and binding obligation of Publisher enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, divorce and other similar laws and by general principles of equity, whether considered in a proceeding at law or in equity.
B. Representations and Warranties of Author – i. Author represents that the Work is his or her original work and that he or she has the exclusive ownership of it and power to grant all rights to it.
ii. The execution, delivery and performance of this Agreement and all documents executed or to be executed in connection herewith have been duly authorized by all necessary action on behalf of Author. This Agreement constitutes and all documents executed or to be executed in connection herewith shall constitute the legal, valid and binding obligation of Author enforceable against him or her in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, divorce and other similar laws and by general principles of equity, whether considered in a proceeding at law or in equity.
C. Conditions to Obligations of the Parties –
i. The obligations of the Publisher to publish the Work under this Agreement are subject to the veracity and correctness of each and every Representation and Warranty made by Author under this Section 5. Further, Author holds Publisher harmless from litigation arising out of a breach of the Representations and Warranties of Author.
ii. The obligations of the Author to grant the rights to Publisher as provided in this Agreement are subject to the veracity and correctness of each and every Representation and Warranty made by Publisher under this Section 5. Further, Publisher holds Author harmless from litigation arising out of a breach of the Representations and Warranties of Publisher.
The Author hereby grants to the Publisher the exclusive rights to reproduce and/or publish or adapt and sell, and/or license third parties to publish or adapt and sell the Work in the English language and all other translations into any other languages, in the United States of America and the world without exception. This grant of subsidiary rights to the Publisher to license other parties to publish and/or adapt said Work is exclusive and without exception and includes the rights to license:
(a) The Work in book form, and distinct editions of the Work in newspaper or magazine serial, periodical, anthology, collected works, book clubs, digest, abridgement or in condensation or partial extract form, serialization, syndication and translation; and
(b) The Work, or parts of the Work, in all other forms and media, including but not limited to adaptation to sound recording, radio, recorded readings, film, film strip, animation, video tape, compact disc, DVD, audio book, Braille and large type, as well as photographic reprints, visual projections, or supplemental products of the book such as charts, forms, and art that are reproduced for sale, software, electronic media, e-books, Internet, interactive or multimedia versions, other screen-display technologies, as well as verbatim text-only electronic editions, all other mechanical reproduction and transcription (including print-on-demand versions), all version in any and all media and all technologies now existing or which may in the future come into existence, as well as to use the title and content of the Work as the basis for trademarks or trade names for other products or in connection with merchandise in all forms, (collectively, the “Medium”).
The Author shall in no way infringe upon this exclusive right of the Publisher by authorizing other parties to utilize any portion of the Work in any form.
In consideration and compensation for the exclusive grant of license and rights pursuant to Section 6 above, Publisher hereby agrees to pay the Author a royalty equal to seventy (70%) of the net sales price (after deductions for refunds or credits for the return of merchandise and all applicable transaction processing fees charged to Publisher and excluding all applicable taxes and surcharges) on all copies of the Work sold by Publisher or any duly designated third party.
The Parties hereby expressly acknowledge that Publisher may, from time to time, via written notice to Author pursuant to the requirements of Section 22 below, change the royalty percentage due to Author from sales of the Work. However, at no time shall the percentage royalty due to Author fall below fifty percent (50%) of the net sales price.
The Parties also expressly acknowledge that Publisher may contract with a third party for the purpose of processing sales transactions and that all royalties due from Publisher to Author are subject to the receipt of the net sales price, as defined herein, by Publisher from said third party processor.
The Parties hereby agree that, in order for the Author to receive a higher royalty rate and receive royalty payments sooner, Publisher is under no obligation to pay the Author a cash advance in exchange for the grant of license and rights set forth in Section 6.
The Author shall be entitled to an accurate accounting of receipts from the net sales price received from the Work by Publisher on a quarterly basis. Publisher shall email statements of account to Author and pay the royalties described in Section 6 on or before April 30, July 31, October 31 and January 31 for the quarterly fiscal periods closing on the preceding March 31, June 30, September 30 and December 31. Publisher will pay all royalties due to Author at the times set forth herein, less a reserve of not more than ten percent (10%) of royalties earned in the most recent quarterly fiscal period to take credit for overpayment resulting from the return of the Work and for other amounts due to the Publisher or chargeable against the royalties of the Author.
Author shall have the right to audit its account with Publisher for the purpose of verifying the accuracy of royalty accounting. Author shall give Publisher written notice of its request to audit the account not less than fourteen (14) days prior to any proposed audit and shall not conduct more than one audit in any two (2) year period after the publication of the Work. All audits conducted shall be at Author’s sole cost and expense. In the event that any audit reveals a deficiency in the royalties paid to Author, Publisher shall adjust the account and pay all royalties to Author as part of the next quarterly payment due to Author.
In the event that additional works by the same Author are currently being marketed by the Publisher, royalty accounts from all such titles shall not be combined with the account for this title for the purpose of calculating reserves against returns, amounts due the Author, etc. Further, each subsequent work will be treated as a separate work under a separate account.
Author shall deliver the Work to Publisher via an electronic upload to Publisher using a compatible word processing program or in some other format as determined by Publisher, no later than fourteen (14) days from the effective date of this Agreement. The Work shall cover the subject matter previously agreed upon by the Parties, and shall include all illustrations, tables, photographs, drawings, maps and charts, as well as such other material as the Publisher shall reasonably specify for the Work. Any cost required to put the Work in a finished format suitable for sale by Publisher shall be charged against Author’s royalties.
Author shall be responsible for obtaining any and all necessary written permissions from the owners for use of all copyrighted materials included in the Work and shall furnish copies of said permissions to the Publisher at the time of delivery of the Work. Author is responsible for fees, royalties and other charges incurred for the use of copyrighted materials. In the event that Publisher has to obtain said permissions after the Work has been delivered to Publisher, the cost for such permissions shall be deducted from Author’s royalties.
In the event that Author does not provide the Work in accordance with the terms set forth herein, or the Work is not acceptable to the Publisher, as described in Section 10, the Publisher may exercise the option of terminating this Agreement. Publisher shall publish the Work for sale within four (4) months following acceptance of the Work, as described in Section 10. If the Publisher fails to publish, the Work shall be returned to Author and the rights described in Section 6 shall immediately revert back to the Author.
Upon acceptance of the Work, Publisher shall have the right to develop, alter, edit, and proof the content, usage, format, capitalization, punctuation and spelling of the Work to conform to the Publisher’s desired style, the subject matter and the intended audience.
Publisher shall provide the Author with a set of proposed changes to the Work prior to publication to read and correct. Author shall submit and return any corrections within fourteen (14) days after receipt. Costs incurred as a result of any changes or additions made by the Author to Publisher’s proposed changes, other than to correct factual and typographical errors, shall be deducted from Author’s royalties.
Author shall effect the copyright of the Work in his or her name as proprietor and shall effect any renewal, continuation or extension of the copyright in accordance with the controlling law at the time. This Agreement shall be binding on the Author and Publisher, and upon their respective heirs, administrators, successors and assigns, for as long as a registered copyright of the Work remains in force, unless terminated by mutual written agreement of the Parties, or by specific provision elsewhere in this Agreement.
Author shall be responsible for any infringement upon the rights of authors, organizations, institutions, copyright holders or any other rights holders, as a result of plagiarism, libel, slander, or any other misuse of material included in the original Work or any revised work as defined in Section 18. Author shall indemnify and hold Publisher harmless for all claims, damages, costs and expenses, including any and all attorneys’ fees, incurred by Publisher as a result of said infringement or alleged infringement.
Publisher retains the right, in its sole discretion to remove the Work from its marketing and sales product line upon the receipt of any complaint or allegation of copyright infringement, plagiarism, libel, slander, or any other misuse of material included in the original Work or any revised work as defined in Section 18. Each complaint or allegation of copyright infringement shall be investigated by Publisher and Author shall respond to any request made by Publisher to provide information as part of the investigative process. Upon completion of its investigation, Publisher shall, in its sole discretion, determine whether or not to return the Work to the marketing and sales product line. In the event that the Work is not returned to the product line, Publisher shall provide Author with formal notice of its determination and all rights transferred to Publisher under this Agreement shall revert back to Author.
While this Agreement is in effect, Author shall not, without prior written consent from Publisher, write, edit, print, or publish any material that competes, either directly or indirectly with the Work.
While this Agreement is in effect, Publisher shall apply its best efforts to promote the sale of the Work and Author shall make a reasonable effort to comply with any request by Publisher to promote the sale of the Work whenever appropriate and in coordination with Publisher’s promotional efforts.
Publisher may request in writing that the Author revise the Work to maintain or expand the market for the Work. If Author provides the requested revision to the satisfaction of Publisher, all terms of this Agreement shall apply to the specific revision except that any royalty amounts due to Publisher by the Author thereunder shall be carried forward against the royalty of the revised edition. To maintain the accounting procedure for computing royalties, the revised edition shall be treated as a new Work. If Author fails to respond to Publisher’s requested revision of the Work within fourteen (14) days or declines to provide such revision, Author shall forego and Publisher shall have the right to retain fifteen percent (15%) of the royalties from the revised edition for purposes of compensating another author, selected by Publisher, to accomplish said revisions.
Publisher may, in its sole discretion, consider the Work to be out-of-print if the Work has sold fewer than twenty-five (25) copies during any twenty-four (24) month period. The calculation of copies sold for purposed of this Section 16 shall include digitally stored and electronic versions of the Work.
If Publisher determines that the Work is out-of-print it may discontinue publication of Work no less than thirty (30) days after written notification of said determination is delivered to the Author. In the event of discontinuation of publication, all rights transferred to the Publisher under this Agreement shall revert back to Author.
If Author wishes to discontinue publication for any reason, he or she shall notify Publisher of theirdesire not less than sixty (60) days in advance of a proposed discontinuation date. Publisher shall have the right to retain ten percent (10%) of any royalties due to Author at the conclusion of the quarter following any discontinuation of publication at Author’s request in order to cover any costs or damages associated with said discontinuation. In such event, all rights transferred to Publisher under this Agreement shall revert back to the Author.
Notwithstanding the foregoing, the Parties acknowledge that following a discontinuation of the Work at the election of either Publisher or Author, Publisher will retain the right to use the existence of the Work and its contents for purposes of marketing and advertising its existing product line.
In the event that Publisher’s parent company, Brain Feed, Inc., goes bankrupt, and in accordance with prevailing bankruptcy law, all rights transferred to the Publisher by this Agreement shall immediately revert back to the Author.
Any notice or other communication in connection with this Agreement shall be in writing and thereunder deemed effective when delivered by email to the Publisher’s and Author’s email addresses contained as part of the registration process through corestand.com.
This Agreement represents the entire Agreement between the Parties with respect to the subject matter contained herein and shall supersede all prior understandings, agreements or arrangements, whether oral or written, between the Parties.
This Agreement shall not be modified, amended, extended, renewed or cancelled except by written instrument acknowledged by the Parties.
In the event that one or more of the provisions of this Agreement is deemed to be invalid, illegal or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions hereof shall not be impaired in any way and shall survive any such determination.
This Agreement shall be governed by and construed in accordance with the laws, without regard to conflict of law provisions, of the State of Illinois.
The Parties hereby agree to make a reasonable attempt to settle any dispute, controversy or difference (collectively the “Dispute”), which arise out of or concerning this Agreement or any alleged breach thereof through discussions and communications. If and when a Dispute cannot be settled by such means, then the Dispute shall be settled by: (a) an alternative dispute resolution mechanism as agreed to by the Parties; or (b) arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Parties agree to be bound by any decision issued as a result of arbitration and that any award issued pursuant to such decision may be enforced by any court of competent jurisdiction. The Parties agree that the place for arbitration shall be Chicago, Illinois.