Document 51738

 BookBrewer Charter Author Release Agreement This Charter Author Release Agreement (“Agreement”) dated as of _____________ _______, __________ (“Effective Date”) is made and entered into by ______________________________, having a residence at _____________________________, ____________________ _________________________ (“Author”), and FeedBrewer, Inc., having an office at P.O. Box 1820, Broomfield, CO 80020 (“Company”) regarding use of BookBrewer (“Service”). BookBrewer is a product of FeedBrewer, Inc. APPLICABLE WORK. This agreement applies only to Author’s following book or electronic compilation (“Work”): __________________________________________________________ TERM/RENEWAL. The initial term (“Initial Term”) of this Agreement shall commence as of the Effective Date and shall continue until the first anniversary of the Effective Date unless sooner terminated as provided herein, and shall continue for successive renewal periods each for a term of one (1) year until terminated in accordance with the terms hereof (each of which is a “Renewal Term;” the Initial Term together with any Renewal Term hereof shall be defined as the “Term”). Either Party may terminate this Agreement at any time by providing the other Party with written notice at least ninety (90) days prior to the expiration of such Term. Upon termination of this Agreement, and except as otherwise provided in this Agreement, Company shall immediately cease selling or otherwise distributing work, provided that participating Retailers may maintain archival copies of the work solely to permit any authorized continuing access by any user who has purchased a copy of such Works via Retailers’ eReading services prior to the termination of this Agreement, provided that such continuing access is not in violation of any legal mandate. Service shall delete all such archival or other copies of each of the Works at such time as it reasonably determines it has no continuing obligation to provide continuing access to the eBook based on such Work, and shall inform retailers to do the same. YOUR RIGHTS TO YOUR CONTENT. BookBrewer is a publication Service and Company agrees that, other than as strictly necessary to meet its obligations hereunder, it does not acquire any ownership rights to the materials, information, RSS feeds and other content (“Content”) that you are submitting in connection with the creation of the Work. BOOKBREWER IS A SERVICE. Author agrees that BookBrewer provides limited publishing services. Company assumes no responsibility for reviewing, editing or correcting this work. In connection with these activities, you agree that Company is granted a world-­‐wide, royalty-­‐free license to copy, reproduce, translate, reformat, display and otherwise transmit your Work solely for the purpose of performing the publishing services that you have requested from BookBrewer. Upon written request, Company will delete all files and materials used to create the finished work. RETAILER SUBMISSION. Company will submit this Work to multiple eBook retailers on your behalf. You may choose the suggested retail price with each Retailer as long as it meets minimum price requirements for each retailer. By agreeing to permit Company to publish your Work on your behalf, Author must comply with all Retailer terms and conditions relating to publication including pricing, licensing terms, and other obligations that may be applicable to Company or you as the author of the work. Author understands and agrees that Retailers have the right to sell the Work at a discounted price. PARTICIPATING RETAILERS. Company is currently in discussion with or has agreements with the following Retailers. Each Retailer makes specific requirements of authors who use our Service to sell through Retailers. We have included links here to each Retailers' terms when they are publicly available. It is the Author's responsibility to regularly review Retailers' terms for changes: •
categoryID=32 •
Kobo and Borders. Terms: •
Apple: Terms not publicly available at this time. •
Barnes and Noble: Terms not publicly available at this time. REVENUE TO AUTHOR. Each Retailer keeps a percentage of the final price (retail or markdown) of each sale. Company’s royalty will be 0% of total sales, and Author’s royalty will be computed by subtracting Retailer and Company royalties from total sales. Some Retailers (such as deduct a bandwidth surcharge from royalties, which Company will deduct from Author’s royalty. Company will provide you with a sales report on a quarterly basis showing the number of copies sold by each retailer and royalty due to you after Company’s royalty and applicable surcharges from Retailers. Payment will be made to you on the basis of Net 45 days from the end of each fiscal quarter following Company’s receipt of payments from retailers, provided that you are due at least $25 and have accurately completed and sent a W-­‐9 form to Company. PROMOTIONAL RIGHTS. Company reserves the right to promote your eBooks in online and offline venues to encourage users to purchase your eBook; to include a “Created with” or similar mark and BookBrewer logo on the title page; and use your image, likeness and testimonials about the BookBrewer service for purposes of promoting and advertising BookBrewer. A minimum amount of promotional content equivalent to at least one (1) chapter that is available for free as promotional material to encourage users to purchase the eBook must be provided to Company and participating eBook retailers. If the eBook is a short work (i.e 100 pages or less), you agree that at least the first five hundred (500) words will be available for free to users as promotional material. In addition, Company and participating retailers may publicly share short quotes from the eBook not to exceed 140 characters to allow users to share short passages via a social media tool (e.g. Twitter or Facebook). AUTHOR PROMOTION OF BOOKBREWER. Author agrees to include a short, mutually agreeable message and the URL in any promotions of eBook created through the BookBrewer Charter Author Program. For example: “Created with BookBrewer:” WARRANTIES. You represent and warrant the following with respect to this work: •
You are the author of content you submit. •
You own the copyright to all contents, and have the necessary rights and permission to republish content from any other author contained within. •
All information is accurate. If it is fiction, it does not represent a real person or events in a potentially libelous way. If non-­‐fiction, it does not misstate any information in a way that could be considered libelous by a reasonable person or violate the privacy rights of any real person. •
You have not engaged in plagiarism. •
You either own any trademarks contained on the cover or otherwise associated with the publication, or have permission from the trademark owners to use them. •
It does not contain hate speech targeted to any individual or group of people. •
It is not defamatory, obscene, pornographic, abusive, or threatening; does not advocate or encourage conduct that could constitute a criminal offense; does not give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; and does not advertise or otherwise solicit funds or make a solicitation for goods or services. •
There is no outstanding claim or litigation pending against or involving the title, ownership and/or copyright in the work, or in any part of it, or in the rights which are covered by this Agreement. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any work you provide or transmit, or that is provided or transmitted using your User ID. You also agree to monitor content in this Work for any potential violations of privacy, intellectual property, or any other laws. The burden of proving that any content does not violate any laws or third party rights rests solely with you. INDEMNITIES. You agree to indemnify Company for certain of your acts and omissions. You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants, agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your access to or use of the service, your violation of this agreement, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. Company will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost. GOVERNING LAW/FORUM. This Agreement is governed by Colorado law excluding its conflicts of laws principles. Any dispute arising from this agreement shall be brought by exclusively in the courts based in Denver, Colorado. DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE. Company follows Digital Millennium Copyright Act procedures. If a copyright owner or an agent thereof believes that any content infringes upon their copyrights, they may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): -­‐ A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; -­‐ Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; -­‐ Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; -­‐ Information reasonably sufficient to permit the service provider to contact them, such as an address, telephone number, and, if available, an electronic mail; -­‐ A statement that they have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and -­‐ A statement that the information in the notification is accurate, and under penalty of perjury, that they are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Company’s designated “Copyright Agent” to receive notifications of claimed infringement is: FeedBrewer, Inc. P.O. Box 1820 Broomfield, CO 80038-­‐1820 Or by email: [email protected] Only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Company customer service at the address listed above unless otherwise indicated herein. ALLEGED VIOLATIONS. Company reserves the right to terminate your use of the Service and/or the Site. To ensure that Service provides a high quality experience for you and for other users of the Service, you agree that the Company or its representatives may access your account and records on a case-­‐by-­‐case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but the Company reserves the right to terminate your account or your access to the Service immediately, with or without notice to you, and without liability, if Company that you have violated any of the Terms of Use, furnished the Service with false or misleading information, or interfered with use of the Site or the Service by others. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives and are authorized to bind each to the Agreement. FeedBrewer, Inc. Legal Name By: By: Signature Signature Name: Daniel R. Pacheco Name: Title: CEO Title: Date: September 8, 2010 Date: