by and between MeeGenius, Inc., a Delaware corporation and Creator

By signing below, you (variously referred to as " Creator " or " you " or " your ") agree hereby agrees with MeeGenius, Inc. (variously referred to as " MeeGenius ," " we " or " our ") to the following terms and conditions (the “ Agreement ”).

The “Agreement” will include any attached schedules or addendums including without limitation any describing any manuscripts submitted by you for publication by MeeGenius (each, a " Manuscript ").

A “Manuscript” can refer to a work comprising all or one or a group of the following: text, illustrations, images, sound effects, music, and/or other textual, visual arts or sound-based content or materials; all as specified in any attached schedule.

1. Representations and Warranties

You represent, warrant and covenant to MeeGenius that, as follows:

  • You are the only and sole creator of the Manuscript.
  • The Manuscript has not in any part been published or made publicly available in any format or medium. (If the Manuscript has been published or other made available previously, please email MeeGenius at publish@meegenius.com with a detailed description of previous publications, etc. of the Manuscript, and we will contact you if you are still eligible to be published by MeeGenius.)
  • All statements in the Manuscript asserte as facts are true or based upon reasonable research for accuracy.
  • The Manuscript is original, and no part was taken from or based upon any other protected literary, dramatic or musical material, motion picture or any other work produced or owned by a third party person.
  • The Manuscript does not infringe any copyright, trademark or other rights of any other person or entity.
  • The Manuscript contains no libel, nor violates any rights of privacy, or of publicity, nor is contrary to law in any way.
  • The title of the Manuscript may be legally used fully as provided in this Agreement.
  • You have not assigned, pledged or otherwise granted rights in the Manuscript to any other person or entity.

MeeGenius may accept or reject any submitted Manuscript at MeeGenius’ sole discretion at any time including if it discovers at any time during the publication process or after publication that any of the foregoing representations, warranties or covenants are incorrect or were or have been breached or violated. An accepted Manuscript will be referred to in this Agreement as a " Work. "

2. Grant of Exclusive Book Rights

If MeeGenius accepts your Manuscript, you agree to grant, and hereby grant, to MeeGenius exclusive worldwide, perpetual rights, with the right to sublicense, to publish and otherwise “ use ” (as defined further below) the Manuscript as a book, in print form, audio book, sound recording, and/or any other analog, digital or digitized formats, for distribution in original or translated versions in all languages, in all cases, over or via any communications network or medium, in all cases, whether now existing or hereafter devised.

The term “ use ” means and includes the right to adapt, display, distribute, publish, sell, edit, modify, perform, promote, reproduce, transmit, and, subject to the “ Other Rights ” (as defined below), create derivative works of the Manuscript.

MeeGenius may make edits and adapt the Manuscript to render the “Work” as one or more linear or enhanced books. MeeGenius may add or replace illustrations, cover art, songs, audio narration, sounds, video, images and graphics commissioned and/or owned by MeeGenius or licensed from third parties (" MeeGenius Added Work "). To be clear, MeeGenius (and/or its third party licensors) owns all intellectual property rights in and to any and all such MeeGenius Added Work, if any. Ownership rights to editorial changes made to the Manuscript will be handled on a case-by-case basis, but you will have a nonexclusive, worldwide, transferable right to use such editorial changes solely in connection with your Manuscript, subject to the rights you have granted hereunder, unless MeeGenius notifies you in writing otherwise.

We will share the finished Work with you but because MeeGenius will incur costs and expense in converting the Manuscript into one or more Works, you agree to waive any moral rights and to release MeeGenius from any obligation to obtain your approval to publish the Works.

The rights granted by you will be referred to as “ Book Rights .” The Book Rights are exclusive including as to yourself. This mean you may not grant any further Book Rights in the Manuscript without MeeGenius’s approval.

If your Manuscript is not accepted by MeeGenius, all rights will revert and be continue to be owned by you, and this Agreement will be void and have no further effect. You may retain the right to use any editorial changes we may have shared with you during and as part of our publication acceptance process but MeeGenius will retain its rights in any MeeGenius Added Work, with no rights granted to you for the use thereof. In no event will either party have further obligation or liability to each other if this Agreement is voided.

3. Additional Terms relation to Book Rights

To be clear, MeeGenius will have the right to:

  • publishing the Work as a hardcover or soft cover print publication, as an audio book, as well as any other type of analog versions including without limitation print, audio or video versions of the Work in paper, CD, CD-ROM, DVD and otherwise via tangible recording media;
  • distribute and sell any Work through any normal trade, educational, library, book club, specialty and/or other sales channels;
  • adapt and sell the Manuscript and any resulting Work(s) as audio books, or perform, reproduce, transmit, broadcast, record the Manuscript and any resulting Work(s) in any forum, format or venue or over or through any medium, now existing or hereafter devised;
  • distributed and sell the Work in condensed or abridged versions or bundled with other works (such as, by way of example, in an anthology, single-priced compilation or subscription-based or time- share service offering).

MeeGenius will also have the right to create a series of or other derivative books based on one or more of the story lines, characters, specific passages of text, actual illustrations or derivatives illustrations in the style thereof, or other aspects of the Manuscript or Work, on the same royalty and payment terms as provided herein as applicable. MeeGenius shall freely have the right to transfer, exploit or dispose of rights in any MeeGenius Added Work separate and apart from the Manuscript or Work (including derivative works based solely thereon) without any obligation under this Agreement to you.

You acknowledge that MeeGenius may enable readers and other end users to modify, enhance or adapt, or create derivative works (including without limitation print-on-demand, video, analog or digital recordings, etc.) of the published work for their personal enjoyment or as may be permitted by “fair use” or otherwise under applicable copyright and similar laws.

All details as to the manner of publication, distribution and advertising, including without limitation the format and price of the Work, are in MeeGenius’ sole discretion. MeeGenius may conform the Work to match its style, including inserting MeeGenius branding, user interface tools, etc. where appropriate or desirable. It may also change the title of the Work, especially if there may be an actual or potential conflict with the title of a third party work. MeeGenius may, but has no obligation to, confer with you from time to time on these matters, and expects you to make yourself reasonably available to discuss in good faith any needed or requested modifications.

4. Grant of Non-Exclusive "Other Rights."

Without duplication of the Book Rights” above, you agree to grant, and hereby grant, to MeeGenius non- exclusive, worldwide, perpetual rights, with rights to sublicense, in and to the Manuscript and any resulting Work(s) to create derivative works in any non-Book formats in any and all media, whether now existing or hereafter devised (the “ Other Rights ”). “Other Rights” will include, without limitation, any and all disposable or exploitable rights of the copyright bundle of rights in the Manuscript or Work(s), expressly excluding any rights granted above as Book Rights.

Some examples of Other Rights can include adapting the Work as a video game, virtual environment, stage dramatization, movie, television, etc., licensing a character, title, illustration, or a portion of the contents for merchandising goods or services, or creating derivative works (other than as covered by the Book Rights) based on one or more of the story lines, characters, specific passages of text, actual illustrations or derivatives illustrations in the style thereof, or other aspects of any of the Work.

Dispositions of "Other Rights." If either party – i.e., MeeGenius, on the one hand, or you, on the other hand -- wishes to exploit or dispose of any “Other Rights” in the Work, then such party will:

  • notify the other party in writing of such proposed exploitation or disposition prior to agreeing any terms,
  • involve such other party as reasonably appropriate or necessary, provided that the parties will use commercially reasonable efforts not to interfere with each other’s development of any bona fide opportunities,
  • provide, as reasonably requested, confirmation to the other party that any such terms take into account such party’s payments obligations to the other party,
  • provide a copy of the proposed to be final written agreement governing such exploitation or disposition, and
  • upon the other party’s reasonable request, confirm in writing signed by such party and any third party involved that all obligations to share any proceeds as provided in this Agreement are binding and enforceable.

In addition, and notwithstanding the foregoing, if you wish to exploit or dispose of any “Other Rights,” you also agree to the following:

  • you will ensure that such “Other Rights” will not conflict with Book Rights granted exclusively above or use, exploit or dispose in any manner any rights in and to any MeeGenius Added Work, in each case without MeeGenius' prior written approval in its sole discretion in respect of waiving such conflict or expressly permitting the proposed uses of MeeGenius Added Work; and
  • such “Other Rights” may not conflict with any “Other Rights” previously exploited or disposed of by MeeGenius and may not be granted on an exclusive basis by you (i.e., MeeGenius will reserve non-exclusive rights for any other same, similar or other exploitations or dispositions); and
  • you will notify MeeGenius in writing of such proposed exploitation or disposal and give MeeGenius the opportunity for a period of thirty (30) days following its receipt of such notification to match any bona fide third party proposal. MeeGenius will have the right to verify any third party offer to its satisfaction, and you agree to cooperate as reasonably requested to effect such verification; and
  • you agree to cause MeeGenius to be credited as the original publisher in a manner prescribed or approved by MeeGenius; and
  • you agree to pay to MeeGenius fifteen percent (15%) of the aggregate gross proceeds actually received by you upon exploitation or disposition of any such “Other Rights” by you; and
  • All such amounts owing to MeeGenius for “Other Rights” shall be paid within thirty (30) days of receipt and be accompanied by a statement of account of sufficient detail to allow verification of the calculation of the amounts being paid.

5. Royalties.

"Book Rights" Payments. In respect of Book Rights to the Work, MeeGenius will pay a royalty of twenty percent (20%) of all Net Receipts (as defined below) actually received by MeeGenius from to time for sales of the Work. The term “ Net Receipts ” means all revenues actually received by MeeGenius specific to sales of the Work based on Book Rights, less license or other fees paid to third parties, platform fees, distributor charges, discounts, charge-backs, returns, credits, and any sales, use or value-added taxes.

"Other Rights" Payments. In respect of “Other Rights,” MeeGenius will retain or be paid fifteen percent (15%) of the aggregate gross proceeds actually received upon any such exploitation or disposal of any “Other Rights.” The term “aggregate gross proceeds” is intended to describe the total amount of proceeds you receive in connection with such exploitation or disposition of “Other Rights” irrespective of your role in such exploitation or disposition. To be clear, it does not just refer to what may be agreed as an acquisition or license fee but would also include what you might receive in connection with a role in the exploitation or disposition of such “Other Rights.” In the event you are unclear about what “aggregate gross proceeds” might include or exclude, the parties will discuss it in good faith and negotiate a clear definition in respect of the specific “Other Rights” proposed to be exploited or disposed.

Exclusions; Exceptions. No royalties will be owing upon any expiration or termination of the copyrights in the portions of the Manuscript upon which the Work is based. No royalties are payable on sales of the MeeGenius app, publishing platform or associated service, even if the Work is accessible or featured thereon or therewith. MeeGenius may offer any products incorporating the Work at any price, for any amount of time in any market, in MeeGenius’ sole discretion. Notwithstanding the above, if the Work is bundled with other works or provided as part of a subscription service, MeeGenius will pay a pro-rata share of the Net Receipts attributable to the Work calculated based on metrics and formulae that MeeGenius may decide to use to measure, in an auditable manner, the value of including the Work in such bundle or service.

Payment Terms. You will be paid in the same manner and with the same frequency as MeeGenius pays its other creators, as such payment terms may be changed from time to time. Generally, payments will be made at least quarterly but only when the total amount payable to you exceeds a minimum threshold amount set by MeeGenius (currently $50). Amounts less than such then-applicable minimum threshold will be carried forward until such amount is exceeded or when MeeGenius reconciles its accounts at the end of the then calendar year (or such other time in its discretion). Statements of accounting for all payments paid or due to you will be either published in your account area (accessed at www.MeeGenius.com or other designated URL) or delivered to you by email. Each statement of accounting rendered by MeeGenius will become incontestable unless written objection is received within thirty (30) days posting or delivery.

Taxes. All payments are subject to withholding of state, federal, and foreign taxes as required by law. Payment to you may be suspended or held pending your completing or providing required tax information or documentation. You are solely responsible for payment of any fees owing to any agents out of the royalties paid to you.

6. Credit; Rights of Publicity

MeeGenius will credit you appropriately in the style, manner and format it determines generally for MeeGenius publications. As MeeGenius may determine, you may share credit with one or more illustrators or other contributors to the Work derived from your Manuscript, including in relation to any MeeGenius Added Work.

You hereby grant to MeeGenius the nonexclusive right to use, with the right to sublicense the use of, your name (and, if applicable, any pseudonym) as well as your likeness, voice and biographical material, to advertise, promote and otherwise commercially exploit the Manuscript and any resulting Work(s) in relation to any Book Rights and, as applicable, any Other Rights.

MeeGenius generally promotes the works it publishes through its own newsletters, application and platform, common social media channels (such as Twitter and Facebook), and other ways books may be promoted typically on the Internet. MeeGenius may also feature the Work in part or in whole, in its Discover Book Club or successor or similar offering free of charge and without any royalty obligations in a promotional manner consistent with how it promotes other works published by MeeGenius.

MeeGenius shall be deemed to have performed any marketing obligations to the extent the Work is availed or promoted in a similar manner to other MeeGenius publications of comparable quality, style, story appeal, and potential and actual customer-base. You agree to make yourself reasonably available from time to time, whether in person or through online media, to promote and market the Work or, upon MeeGenius’ reasonable request from time to time, MeeGenius or the products and services provided by MeeGenius.

7. Intellectual Property

Ownership. MeeGenius or its suppliers own its or their respective rights in any intellectual property and other proprietary rights in and to the site MeeGenius.com and any and all MeeGenius publishing platforms and apps, including without limitation any and all technology and resulting enhancements or modifications to the Work that is made by MeeGenius, its suppliers or its customers for its or their uses of such Work. MeeGenius is the sole owner of any and all data collected from or about any actual or prospective customers, subscribers and/or purchasers of the Work or any other products or services of MeeGenius. MeeGenius (or its third party licensor(s)) retain sole ownership rights in and to any MeeGenius Added Work.

No License. Nothing in this Agreement grants to you any rights or licenses to any intellectual property, technology or other rights of MeeGenius or its suppliers. You shall not assert ownership of or any claim to or interest in any of MeeGenius’ name, brand, publishing platform and apps or any associated technology, intellectual property or goodwill. To be clear, MeeGenius has no obligation to provide to you or any other person or entity, or to continue to support, any of the enhancements or modifications made to the Work that may be or may have been generated or supported by any of MeeGenius-supplied technologies.

Copyright. You authorize MeeGenius to duly register the Manuscript or the Work (together with MeeGenius Added Work) or any derivative work based thereon for copyright in the United States of America under the Universal Copyright Convention (or successor), including if and when appropriate in your name. If any present copyright law affecting the Manuscript or Work shall be amended or changed or a new copyright law be enacted so that the term of copyright is extended or the benefits under copyright are enlarged, you and MeeGenius will automatically become entitled to all of such extended term or enlarged benefits. You agree to execute any documents or instruments requested by MeeGenius to effect the intent of this paragraph.

Infringement. In any claim against a third party for infringement of the Manuscript or Work, you authorize MeeGenius, at its cost and expense, to bring any actions, including to make you a co-plaintiff and with full authority to settle in its sole discretion, but MeeGenius will not be liable to you for any failure to take action. Any recovery from any claim will be applied first to reimburse MeeGenius’ cost and expenses, with the balance to be divided equally between MeeGenius and you.

Indemnification. You will, jointly and severally, defend, indemnify and hold harmless, and pay and reimburse, MeeGenius and its directors, officers, employees, shareholders, affiliates, agents, representatives, successors, licensees, and assigns, from and against any claims, actions, proceedings, losses, damages, or expenses (including attorneys’ fees and costs) resulting from or arising out of (a) any breach of your representations, warranties or obligations under this Agreement or (b) any infringement, violation or misappropriation of any third party intellectual property, privacy, publicity or other right due to the Manuscript. In the event of a claim, MeeGenius may, in its sole discretion, withhold payments, if any, due under this or any other agreement between the parties. If any such claim is asserted, (x) MeeGenius will have the right to defend the same through counsel of its choosing and to settle in its sole discretion and (y) you will fully cooperate in such defense or settlement.

8. Disclaimers; Limitation on Liability

Nothing contained in this Agreement shall obligate MeeGenius to exercise any or all of the rights granted to it under this Agreement, or to publish or to cause to be published digital or print editions of the Manuscript or the Work, or to distribute, market, or exploit the Work anywhere in the world. MeeGenius makes no warranty or guarantee regarding any benefits or services that it provides to you as a creator of the Manuscript or to produce the Work or the performance, functionality, quality or availability of MeeGenius publishing platforms or apps.

IN PARTICULAR, MEEGENIUS MAKE NO WARRANTIES OR GUARANTIES THAT PUBLISHING YOUR MANUSCRIPT WITH MEEGENIUS WILL RESULT IN ANY SALES, ROYALTIES OR OTHER BENEFITS TO YOU. MEEGENIUS MAKES NO PROMISES THAT ANY OF ITS PRODUCTS OR SERVICES WILL RESULT IN THE SALES OF A MINIMUM NUMBER OF COPIES OF ANY WORK. YOU ACKNOWLEDGE THAT MEEGENIUS HAS NO CONTROL OVER THE PURCHASING DECISIONS OF BUYERS AND IS NOT LIABLE TO YOU OR ANY OTHER PARTY IF SALES OF THE WORK DO NOT MEET YOUR EXPECTATIONS.

THE MEEGENIUS PUBLISHING PLATFORM AND APPS AND ALL SERVICES PROVIDED AT MEEGENIUS.COM AND OTHERWISE BY MEEGENIUS ARE PROVIDED ON AN "AS IS, WHERE IS" BASIS AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

MEEGENIUS WILL HAVE NO LIABILITY TO YOU FOR ANY LOST REVENUES OR LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF MEEGENIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL MEEGENIUS’ AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $250.

9. Term; Termination.

Term. The term of this Agreement will begin on the date you have accepted this Agreement and continue in perpetuity.

Termination. This Agreement may be terminated by either party upon written notice to the other party as follows:

  • By you, upon sixty (60) days’ prior written notice to MeeGenius, if MeeGenius breaches its payments obligations and MeeGenius fails to cure such payment breach within such 60-day period.
  • By you, if MeeGenius fails to publish the Manuscript as a Work on any part of its publishing platform within twelve (12) months of its receipt and formal written acceptance of such Manuscript.
  • By you, immediately upon prior written notice to MeeGenius, if MeeGenius enters into liquidation or becomes insolvent or makes an assignment for the benefit of its creditors, or if a receiver is appointed for it or its assets, or if any bona fide petition is filed by or against it seeking its liquidation or an adjudication of its insolvency or its adjudication as bankrupt or the appointment of a receiver for it or its assets, subject in all cases to applicable law; or
  • By you with respect to any individual Work, upon at least sixty (60) days’ prior written notice to MeeGenius identifying such Work, if MeeGenius ceases to publish or otherwise make available for purchase such Work pursuant to any of the Book Rights in any format and on any medium for a consecutive period of six (6) months, provided that no such termination notice shall be effective if MeeGenius demonstrates that such Work was made available in a format or on a medium pursuant to any of the Book Rights during the 6-month period alleged or resumes publishing or making available such Work within such 60-day notice period; or
  • by MeeGenius, upon prior written notice to you, if you breach, or are discovered or alleged to have breached, any representation, warranty or obligation contained in this Agreement.

Suspension. Without limiting the foregoing, upon discovering that you are in breach of any representation, warranty or obligations, MeeGenius may, in lieu of terminating this Agreement, cancel, offset or suspend any payments of royalties or other amounts owing to you, without prejudice to any other rights or remedies.

Termination of Royalties. MeeGenius’ obligations to pay royalties with respect to the Work will terminate automatically upon the expiration or termination of any U.S. copyright in and to, or the passing into the public domain of, the portions of the Manuscript upon which the Work is based. No termination of the payment obligations under this Agreement with respect to any public domain Work shall affect MeeGenius’ rights to continue to publish and exploit the Manuscript, the Work or any disposition or exploitation of Other Rights.

Survival. Notwithstanding anything to the contrary, any section that by its terms is intended to survive expiration or termination, shall survive the expiration or termination of this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, the exploitations and dispositions of “Other Rights” and “Book Rights” are severable, and the parties intend that no termination of any Book Rights or any kind of Other Rights shall adversely affect or cause a cross-termination of any other then-existing exploitations or dispositions of Book Rights or Other Rights, as the case may be, and any associated payment obligations, to the extent the breach, default or other event giving rise to such termination does not involve such other then-existing exploitations or dispositions. No termination of this Agreement shall affect in any manner MeeGenius' rights in and to any MeeGenius Added Work.

Notwithstanding anything to the contrary contained herein, no expiration, termination nor reversion of any rights granted hereunder will affect, in any manner whatsoever, (a) the rights of any then-existing customers or purchasers of the Work from continuing to enjoy their purchases fully and (b) the right of MeeGenius to continue supporting the Work and such purchases irrespective of whether MeeGenius may have been at fault.

10. Miscellaneous.

Audit. Either party may, no more frequently than once per calendar year, upon reasonable written notice and through the services of a certified public accountant designated and hired by the party seeking the audit at its expense and reasonably approved by the other party, examine the books and records that relate directly to sales of the Work during the previous twelve-month period. Such inspection will take place at the principal place of business where such books and records reside at a mutually agreed time during normal working hours. Any discrepancy discovered by such accountant will be resolved by the party whom such discrepancy favored as promptly as commercially practicable.

Independent Contractor. You are an independent contractor, and this Agreement does not create an agency, partnership, or joint venture relationship between any of you and MeeGenius. You have sole responsibility for your own activities, and shall have no authority and shall not represent to any third party that you have the authority to bind or otherwise obligate MeeGenius in any manner.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision, and this Agreement shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement. The fact that any provision of this Agreement is held to be illegal, invalid or unenforceable in a particular jurisdiction shall have no effect upon the legality, validity, or enforceability of such provision in any other jurisdiction.

Assignment. This Agreement is personal to you, and shall be binding upon any of your successors or heirs but may not be assigned, transferred, or subcontracted without the written consent of MeeGenius, and any attempt to do so without consent shall be null and void. MeeGenius may freely assign this Agreement including to any affiliate or in connection with any corporate reorganization, merger, or sale of all or substantially all of the assets of MeeGenius.

Governing Law. This Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. Any and all disputes arising hereunder shall be subject to the exclusive jurisdiction of the federal courts sitting in New York County, New York, USA, and the parties hereby waive any defenses of lack of personal jurisdiction or forum non conveniens.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all existing or prior agreements and communications, whether written or oral, relating to the subject matter hereof. Any amendment or waiver hereof shall be in writing and signed by MeeGenius, on the one hand, and at least one of you signing below, on the other hand. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof.

Counterparts. This Agreement may be signed in counterparts.

The undersigned represents, warrants and covenants that he or she has full power to enter into this Agreement and make the grants of rights granted in this Agreement. MeeGenius' obligations contained in this Agreement are subject to MeeGenius accepting and counter-executing this Agreement.

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