THIS AGREEMENT is made
Easeread Enterprises, a business enterprise with its office at 35, Lawanson Road, Surulere, Lagos (which expression shall hereinafter referred to as ‘E-Publisher or Easeread’ which expression shall where the context so admits include its agents, assigns, and successors-in-title) of the one part.
You (hereinafter referred to as ‘Author or Copyright Owner’), which expression shall where the context so admits include his agents, assigns, privies, personal representatives, Administrators, Executors and successors-in-title) of the other part.
You (hereinafter referred to as ‘Author or Copyright Owner’), private limited liability company registered under the laws of the Federal Republic of Nigeria (which expression shall hereinafter referred to as ‘Copyright Owner’ which expression shall where the context so admits include its agents, assigns, and successors-in-title) of the other part.
Easeread and Copyright Owner are hereinafter referred to herein individually as “Party” and collectively referred to as “Parties”.
1.1 The Copyright Owner is the rightful and legal owner of the literary work of which it desires to publish electronically.
1.2 Easeread is a business enterprise engaged in electronic publishing, marketing and sales of all forms of literary work on the swowbi.com web and mobile applications.
1.3 The Copyright Owner is desirous of engaging Easeread to electronically publish the Copyright Owner’s work on swowbi
1.4 Easeread has agreed to publish electronically the literary work of the Copyright Owner sought to be published on Swowbi.com subject to the terms contained in this agreement.
1.5 Easeread is to market and sell electronic copies of literary works belonging to the Copyright owner sought to be published on Swowbi.comfor the duration of this Agreement.
1.6 Where the author requires and subject to the terms contained in this agreement, Easeread shall electronically publish the literary work(s) of the author sought to be published on Swowbi.comand shall sell and market same for the duration of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
2.0 DEFINITIONS AND INTERPRETATION
Unless the context requires otherwise, the following terms shall have the following meanings for all purposes of this Agreement and such meanings shall be equally applicable to both the singular and the plural forms of the terms defined, and shall include the male, feminine and neuter forms of the terms defined:
‘COMMENCEMENT’ means date from which Content is provided by the Copyright Owner
“COPYRIGHT OWNER” means You (rights owner of literary works of which Easeread wishes to publish electronically) and its officers, employees, agents, privies, and subsidiaries duly authorized to act on its behalf.
“BASE FEE” means the amount to be deducted by the E-Publisher from the Revenue on each copy of the
“DIGITAL FORMAT” Literary work sold to cover for Operating Costs, Expenses and stamp duties (where applicable). means all forms of electronic presentations including but not limited to soft copies read on devices such as phones, tablets and computers, audio versions,or any other digital format known or unknown at this time.
“E-PUBLISHER” means EASEREAD and its officers, employees, agents, privies, affiliates, subsidiaries duly authorized to act on behalf of EASEREAD ENTERPRISES.
‘CONFIDENTIAL INFORMATION’means all information disclosed by Easeread to the Copyright Owner and vice versa or obtained from Easread whether in tangible or intangible form and whether written, drawn, printed, kept on computer or in any other form which relates to trade secrets, Easeread or Copyright Owner’s past, present and future financial data or business activities.
‘DAY’ means working days unless otherwise specified.
‘END USER’ means users of the services provided by Easeread.
‘GROSS NEGLIGENCE’ means such wanton and reckless conduct, carelessness or omission as constitutes in effect an utter disregard for harmful, foreseeable and avoidable consequences.
‘LITERARY WORK’ means all forms of intellectual work expressed in words, numbers or symbols and includes all forms of books, research works, statistics, laws, journals, articles, prose, poems, drama, etc.
‘OPERATING COSTS/EXPENSES” means digital transmission cost, costs incurred in electronically publishing, marketing costs and including all other costs incurred in the electronic publication.
‘RATES’ means rates as specified in Clause 5, payable by Easeread. These rates are exclusive of applicable taxes payable by Easeread; and Withholding tax and are less operating expenses.
‘REPORT’ means the monthly statement, produced by Easeread showing the purchase of the Applicable Literary Work of the copyright owner.
‘TERRITORIES’ means The Federal Republic of Nigeria and the entire world at large
‘THE PLATFORM’ means the swowbi web application platform and swowbi mobile application owned by Easeread for the purpose of electronic publication.
“ REVENUES” means monies actually received by the E-Publisher from the sale of copies of the literary work
“PARTIES” means the Easeread and the Copyright Owner as fore-defined including their respective agents and privies.
“PUBLICATION FEE” means the fee to be paid by a Copyright Owner or Author whose Work is fresh and yet to be published either electronically or in hardcopy. The fee shall cover the editing, arrangement and cover page design and other pre-publishing requirements to be carried out by Easeread.
“WORK” means literary work of the Copyright Owner to be electronically published by Easeread and subject matter of this Agreement, as listed in the Appendix to this Agreement and as may be updated by mutual agreement from time to time.
PROPERTY RIGHTS’ (IPR) means the copyright, Database Right, Patents, Industrial designs, Trademarks and all other industrial or intellectual property rights that shall apply to the Applicable Literary Work.
“ELECTRONIC PUBLISHING” means the publishing, sale, distribution, or accessing in an electronic or digital format now known or hereafter discovered or created, using any process or technology for retrieving, transmitting, displaying, or delivering electronic or digital content.
PAYMENT SOLUTION FEE means the amount charged by the payment solution provider for providing a platform for payment by purchasers of the literary work.
The headings in this Agreement are for reference only and shall not be constructed as forming part of or in any way affecting the interpretation of this Agreement. All references to any enactment, other than a reference to any definition contained in any enactment, shall be deemed to include a reference to any statutory modification or re-enactment thereof for the time being in force unless specifically excluded.
3.1 The Copyright Owner grants to the E-Publisher for a term of four (4) years from the commencement date of the contract the right to publish and sell the Work throughout the world in Digital and Electronic Format only.
3.2 The term herein created shall be automatically renewed for additional periods of 2 (Two) years each unless terminated by written notice by either party at least 90 days prior to the end of the initial term or any renewal term.
3.3 The E-Publisher undertakes to publish the Work in electronic formats, both encrypted and unencrypted, deemed by the E-Publisher to be appropriate and suitable at the time of publication, and, at its discretion, to publish in new digital formats as and when they are introduced.
3.4 The E-Publisher further undertakes not to publish the Work as part of a compilation product, except with the prior written agreement of the Copyright Owner.
3.5 At any time before the expiration of this agreement the E-Publisher shall have first option to conclude a new agreement with the Copyright Owner for further publication rights to the Work on terms to be mutually agreed upon.
4.0 REPRESENTATIONS AND WARRANTIES
4.1 The Copyright Owner warrants and represents as follows:
4.1.1 that this Work is original with the Author
4.1.2 that the Copyright Owner is the sole author and proprietor of said Work or has the full copyright in the Work and in either case has the full power and right to enter into this Agreement and to grant the rights hereby conveyed to the E-Publisher;
4.1.3 that said Work contains no matter, which is libellous or defamatory and infringes no right of privacy or copyright or any other intellectual property right;
4.1.4 that the Copyright Owner has not heretofore and will not hereafter during the term of this Agreement enter into any agreement or understanding which would conflict with the rights herein granted to the E-Publisher.
4.1.5 that all statements of fact in the Work are true and are based on diligent research;
4.1.6 that all advice and instruction in the Work is safe and sound, and is not negligent or defective in any manner;
4.1.7 that the Work, if biographical or “as told to” the Copyright Owner, is authentic and accurate;
4.1.8 the Copyright Owner will not hereafter enter into any agreement or understanding with any person or entity which might conflict with the rights granted to the E Publisher under this Agreement.
4.1.9 Where written permission from previous rights owners may be required, same has been obtained before the execution of this Agreement. If the Work includes quotations or illustrations in which the copyright does not belong to the Copyright Owner then the Copyright Owner shall obtain written permission for its use from the owners and shall pay any fees or costs involved, and on request the Copyright Owner will send to the E-Publisher copies of the permissions obtained and proof of copyright fees paid by the Copyright Owner.
4.1.10 that in all situations excluding 4.1.9 above in cases of copying from another work, the copyright owner has sufficiently referenced the work being copied from in such a manner as to be free from plagiarism including self plagiarism.
4.2 Where the Copyright Owner shall breach any of the aforestated warranty or representation, the E-Publisher shall be entitled to injunctive relief in addition to all other remedies, which may be available to it and the costs incurred shall be borne by the Copyright Owner.
4.3 The Copyright Owner further agrees that the E-publisher, its distributors, and any retailer connected with it shall be held harmless against any recovery or penalty finally sustained arising out of the breach of this warranty, and in this event the Copyright Owner will reimburse the E-Publisher for all court costs and legal fees incurred. Any out of court settlement of any suit filed jointly against the Copyright Owner and the E-Publisher shall be made only by mutual agreement in writing between same.
5.1 The E-Publisher will pay the Copyright Owner royalties based on the Revenue as reported by the E-Publisher subject to the following deductions: i. N50 base fee on each copy of the literary work sold by the E-Publisher where the price of the literary work does not exceed N1,000 (One thousand Naira). Provided that where the price of the literary work exceeds N1000 (One Thousand Naira), the base fee shall be N100; and,
ii. 20% commission fee on each copy of the literary work sold.
5.2 The E-Publisher shall employ the use of an online payment solution to facilitate payments by purchasers of the literary work. The Copyright Owner shall pay fifty percent (50%) of the Payment Solution Fee on each purchase. The E-Publisher shall be responsible for the payment of the outstanding fifty percent (50%). The Payment Solution Fee shall be deducted prior to the remittance to the Copyright owner of the amount due to him. The payment solution fee is presently 1.5% of every payment made by a purchaser of your literary work. Where the price of your literary work exceeds N2500 (Two Thousand Five Hundred Naira), the payment solution fee shall be 1.5% + N100.
5.3 No advance payment shall be paid by the E-Publisher to the Copyright Owner.
5.4 The Copyright Owner shall be entitled to request for an account of the Revenue derived from his literary work detailing agreed deductions as stated in paragraph 5.1 and 5.2 above, by providing a written notice of at least fourteen (14) business days in advance. The E- Publisher agrees and assures that it shall make the relevant records available to the Copyright Owner.
6.0 SUBSIDIARY RIGHTS
6.1 The Copyright Owner shall retain in full the exclusive right to sell or license the Work for hard copy publication in whole or in part, in English or in any foreign language, in any way, shape, edition, or form not in conflict with the rights granted to the E-Publisher under this agreement.
6.2 All and any other subsidiary rights including television, film, stage and radio shall remain with the Copyright Owner .
7.0 MANUSCRIPT AND DELIVERY
7.1 The Copyright Owner agrees, if so required by the E-publisher or if not already done so, to deliver to the E-Publisher and in final revised form an English language manuscript of a length and in a format or formats as agreed, and at a date as agreed.
7.2 If, in the opinion of the E-Publisher, the manuscript is unacceptable or unsatisfactory to the E-Publisher, the E-Publisher may reject it by written notice within sixty (60) days of delivery, in which case this Agreement shall be deemed not to have been entered into and there shall be no obligation upon the E-Publisher to publish said work or to make any payment hereunder, and all rights granted to the E-Publisher under this Agreement shall revert to the Copyright Owner.
8.0 EDITING, REVIEW AND UPDATE RIGHTS
8.1 Major changes, additions, deletions, abridgements, or condensations in the body of the Work in the form of editing shall be carried out by the Copyright Owner of its own volition or on request from the E-Publisher. Where the Copyright Owner instructs the E-Publisher to carry out major changes, additions, deletions, abridgements, or condensations in the body of the Work, the cost shall be borne by the Copyright Owner.
8.2 The Copyright Owner reserves the right to review and update the Work. Upon such review or update, the Copyright Owner is obligated during the tenure of this Agreement to provide the E-Publisher with the latest updates, review or edition of the Work.
9.1 The Publisher agrees to publish and commence marketing of said Work in digital or electronic format within Four (4) months of delivery of the Copyright Owner’s final manuscript (being an edited, arranged with an existing designed cover page and all pre-publishing work completed) unless prevented by circumstances beyond the Publisher's control, or unless otherwise agreed with the Copyright Owner.
9.2 Where the Copyright Owner is yet to publish the Work in either hard copy or electronic copy (a fresh and unpublished Work) and the Copyright Owner requires the E-Publisher to introduce the Work to the market by Electronic Publishing, the Copyright Owner shall pay a Publication Fee.
9.3 Under the circumstance provided under paragraph ( 9.2) above, the E-Publisher shall be responsible for editing, arrangements , cover page design and other pre-publishing requirements. The time frame for such publication shall be within 6 (Six) months of the delivery of the manuscript unless prevented by circumstances beyond the Publisher's control, or unless otherwise agreed with the Copyright Owner. The E-Publisher shall have the right to publish the Work in English language and any other language of the E-publisher's choice.
9.4 In the circumstance of paragraph (9.2) above, the Publication Fee shall be paid in advance prior to the commencement of publication. Upon accessing the Work (a fresh and unpublished Work) the E-Publisher in its absolute discretion may waive an advance payment of Publication Fee, as such, the Publication Fee shall be deducted from the Net Revenue within a period to be solely decided by the E-Publisher.
9.5 Where the Publication Fee is paid in advance, the Copyright Owner shall upon commencement of sales be entitled to Royalties as stated in paragraph (5). Where the Publication Fee is paid in installments, the Copyright Owner will only be entitled to royalties in the manner stipulated in paragraph (5.1) upon full payment of the last installment.
9.2 Pursuant to paragraph (9.1) and (9.3), in the event the E-Publisher fails to publish and distribute the Work by the said date, the Copyright Owner shall have the option to terminate this agreement upon 2 (Two) months notice from the Copyright Owner to the E-Publisher, and all rights hereunder shall revert to the Copyright Owner.
9.3 The E-publisher shall refund to the Copyright Owner any payments already made under this Agreement net costs already incurred by the E-Publisher. However, this mandated publication date may be extended to any other date, and any number of such extensions may be made, upon mutual agreement between the Publisher and the Copyright Owner.
9.4 The E-Publisher undertakes to design and create the electronic book to a high standard within the technical limitations of the electronic book format at the time of publication, and to take full advantage of any enhancements to the standard book format, such as the use of hyperlinks and colour, where possible and appropriate.
10.1 The E-Publisher agrees to promote the Work on swowbi.com and to seek promotion by any and all appropriate means available in a manner to be solely determined by the E-Publisher.
10.2 Where a Copyright Owner requires the E-Publisher to promote its work as stated in paragraph 10.1 above, the Copyright Owner shall pay an additional cost of N1000 (One thousand Naira) for each day of such promotion.
10.3 The E-Publisher shall have the right to distribute, advertise, promote, and publish the Work electronically in a style and manner which the E-Publisher deems appropriate, including font type, font style, online cover design and any other feature relating to electronic publishing. Notwithstanding any editorial changes or revisions by the E-Publisher, the Copyright Owner’s warranties and indemnities under this Agreement shall remain in full force and effect.
10.4 The Copyright Owner shall determine the price of the Work subject to the maximum price limit as stated in the Swowbi pricing policy.
11.0 COPYRIGHT; RIGHTS PROTECTION. The E-Publisher may, but is not required to, register the copyright in the Work with any governmental organization on behalf of the Copyright Owner. If the E-Publisher registers the copyright in the Work, the E-Publisher is deemed to have been appointed by the Copyright Owner as its attorney to register all rights to that Work.
12.1 If during the existence of this agreement the copyright shall be infringed, the Publisher may, at its own expense, take such legal action, in the Copyright Owner's name if necessary, as may be required to restrain such infringement or to seek damages. The E-Publisher shall not be liable to the Author for the E-Publisher's failure to take such legal steps.
12.2 If the E-Publisher does not bring such an action, the Copyright Owner may do so, in the Copyright Owner's name at the Copyright Owner 's own expense. Money damages recovered for an infringement shall be applied first toward the repayment of the expense of bringing and maintaining the action, and thereafter the balance shall belong to the Copyright Owner, provided, however, that any money damages recovered on account of a loss of the E-Publisher's profits shall be divided equally between the Copyright Owner and the E-Publisher.
13.0 TERRITORY The rights granted to the E-Publisher in this Agreement may be exploited throughout the world.
14.0 USE OF AUTHOR’S NAME AND LIKENESS. The E-Publisher shall have the right to use, and to license others to use, the Copyright Owner’s name, image, likeness, and biographical material for advertising, promotion, and other exploitation of the Work and the other rights granted under this Agreement.
15.0 REVISED EDITIONS
15.1 The Copyright Owner agrees to revise the Work, as the E-Publisher may deem appropriate during the effective term of this Agreement. The provisions of this Agreement shall apply to each revision of the Work by the Copyright Owner, which shall be considered a separate work, except that the manuscript of each such revision shall be delivered to the Publisher within a reasonable time after the E-Publisher’s request for such revision.
15.2 The Copyright Owner shall provide the two (2) persons in the order of priority who will be entitled to the right in the Work and who shall be responsible for periodic revision of the Work upon the demise of the Copyright Owner.
16.1 Copyright Owner’s Right to Terminate Agreement
16.1.1 The Copyright Owner shall have the right to terminate this Agreement after the Work is published if, for any reason, the Copyright Owner is not satisfied, in the Copyright Owner’s sole judgment, with any aspect of the relationship with the E-Publisher or with the E-Publisher’s performance in any aspect of publishing and selling the Work.
16.1.2 To exercise this right, the Copyright Owner must send the E-Publisher written notification of the Copyright Owner’s intention to terminate the Agreement, along with a statement of problems causing dissatisfaction. The E-Publisher will then have 6 months after receiving such notification to remedy the problems to the satisfaction of the Copyright Owner, and if at the end of this period the Copyright Owner continues to not be satisfied, the Copyright Owner may send the E-Publisher written notice of termination, which termination of this Agreement will take effect 120 days after the Publisher receives such notification.
16.1.3 The Copyright Owner will also have the right to terminate this Agreement:
(a) if the E-Publisher fails to publish the Work in the manner specified in paragraph 9 after receiving the manuscript from the Copyright Owner;
(b) in the event that the E-Publisher files for bankruptcy or enters into a liquidation proceeding; in such cases, the Copyright Owner must send the E-Publisher written notification of the Copyright Owner’s intention to terminate the Agreement, and termination will take effect 60 (Sixty) days after the E-Publisher’s receipt of such notification unless the E-Publisher has remedied the problem justifying the termination during the 60-day period.
16.2 E-Publisher’s Right to Terminate Agreement.
16.2.1 The E-Publisher will have the right to terminate this Agreement if the Copyright Owner does not fulfill any of the Copyright Owner obligations provided, however, that the Copyright Owner will be allowed a 1 (One)-month grace period in which to submit any delinquent materials before the E-Publisher may exercise this right.
17.1 Any proprietary information obtained in the course of the Agreement or thereafter shall remain and be utilized exclusively for the Parties’ mutual interest.
17.2 Where any of the parties is compelled by applicable regulatory and/or fiscal authorities and any other valid order carrying the force of law to disclose any confidential or proprietary information, the Party shall promptly notify the other of such obligation where practicable.
17.3 The Parties agree to treat as secret and confidential and not at any time or for any reason during or after the expiry or termination of this agreement to disclose or permit to be disclosed to any person, or to otherwise make use of or permit use to be made of any Confidential Information whether such Confidential Information was received during the term of this Agreement or otherwise.
17.4 For the purposes of this Agreement, all information, documents or data provided to any of the parties, including this Agreement and any other agreement shall be deemed to be confidential and/or proprietary information to the parties.
17.5 The obligations not to disclose any confidential information shall not apply in the following circumstances:
i) Where such information was already known to this Agreement.
ii) Where such information was already in the public domain.
iii) Where such information was developed or acquired by the Receiving Party without violating the terms of this Agreement
iv) Where such information was lawfully from a third party without Receiving Party’s knowledge of any breach by such third party of its existing confidentiality obligations.
18. 0 GOOD FAITH
The Parties shall in all matters act loyally and faithfully to each other and in all matters act in such manner as it reasonably considers to be most beneficial to their mutual interests.
19.0 SEVERABILITYIf any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
20.1 Any notice given under this agreement shall be served:
b. By registered or recorded delivery post/mail;
c. By electronic means or
d. By any other means which any party specifies by notice to the other.
20.2 Each party’s address for service of notice by post or courier mail shall be its above-mentioned address or such other address as it specifies by notice to the other.
20.3 A notice shall be deemed to have been served:
i. If it was served in person at the time of service;
ii. If it was served by post, 48 (Forty Eight) hours after it was posted;
iii. If it was served by electronic means, upon receiving a delivery message
21.0 MODIFICATION AND WAIVER.
21.1 This Agreement may be modified or altered by the E-Publisher without recourse to the Copyright Owner. However the E-Publisher is obligated to notify the Copyright Owner of such modification or alteration. Upon notification, the Copyright Owner reserves the right to accept the said modification by accepting and continuing with the Agreement by the continued use of swowbi’s services or reject the modifications by opting to terminate this Agreement. Such modification or alteration shall be deemed to be a part of this Agreement and shall take immediate effect.
21.2 No waiver of any term or condition of this Agreement, or of any breach of this Agreement or any portion thereof, shall be deemed a waiver of any other term, condition, or breach of this Agreement or any portion thereof.
22.0 BINDING ON SUCCESSORS.This Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the Copyright Owner, and the successors, assigns, and licensees of the E-Publisher, but upon assignment, the Copyright Owner shall endeavor to notify the E-Publisher.
23.0 FORCE MAJEURE
23.1 Any delay in, or failure to perform this Agreement by either Party hereto shall not constitute failure by such Party or give rise to any claims for damages against it if such delay or failure of performance is caused by force majeure such as but not limited to acts of God, acts of war or revolution, civil commotion, strikes (other than strikes limited solely to Manager’s personnel), destructive floods, earthquakes, destructive lightning, epidemics or other circumstances which are beyond the reasonable control of the parties affected and which they could not reasonably have foreseen or guarded against and which by the exercise of reasonable care and diligence they are unable to prevent or mitigate.
23.2 The Party claiming force majeure must notify the other Party as soon as possible and take the required steps to mitigate the effect thereof.
24.1 The Parties hereby irrevocably agree not to circumvent, avoid, bypass or obviate each other directly or indirectly in respect of this Agreement and shall not seek to circumvent the other by excluding the other Party, in any way whatsoever, from any dealings with any corporation, body corporate, government agency, partnership or individual introduced in connection with this Agreement.
25.1 Except as otherwise provided in this Agreement, both parties shall assume full and exclusive liability for the payment of all taxes (including penalties) including, by way of illustration and not limitation, personal income tax, social security contributions and similar charges assessed on any of its employees, sub-contractors or agents, levied or imposed on and arising directly or indirectly from the performance of this Agreement.
26.0 GOVERNING LAW
This Agreement shall be governed by, and subject to all applicable laws and regulations in force from time to time in the laws of the Federal Republic of Nigeria.
27.0 LIMITATION OF LIABILITY The E-Publisher, its affliates or any of their representatives, directors, officers, employees, agents shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages arising from the direct or indirect use of the E-publisher’s platform in publishing the Literary Works including without limitation to loss of revenue or anticipated profits or lost business or any form of loss except in cases of gross negligence on the part of the E-Publisher for which the E-Publisher has failed to remedy after the expiration of a prior 2 (Two) months notice given by the Copyright Owner.
28.0 DISPUTE RESOLUTION
28.1 Any dispute arising between the Parties in connection with this Agreement shall first be mutually resolved by good faith negotiation between the Parties’ senior management within 7 (Seven) days of a written request by either of the Party and if the dispute is not resolved between the Parties within 14 (Fourteen) days after written declaration of such dispute, same shall be referred to Mediation.
28.2 The mediation shall be conducted at the Lagos State Multidoor Court House, Lagos, Nigeria failing which; the aggrieved Party shall seek redress in any court of competent jurisdiction.
The above E- Publishing Agreement between Easeread Enterprises owners of the Swowbi.com is a legal contract between You, either an individual user or a single entity as Copyright Owner (either as author or publisher), and EaseRead regarding the electronic publishing and sale of your literary work on Swowbi.com
© 2017 EaseRead . All Rights Reserved