This is the Revenue Sharing Agreement for writers accepted by fluffy-seme, broken down by clauses in plain English to explain what it means and why we are asking for certain rights and protections from our authors

PUBLICATION AND REVENUE-SHARING AGREEMENT (August 2009)

This Publication and Revenue-Sharing Agreement (this “Agreement”) is hereby made between the Author Registrant (entered on the Submission Form and hereinafter known as “You”, “Your”) and F.S Publishing (“fluffy-seme”, “fluffy-seme.net”, “We,” “Us”). We agree to provide the “Services and Revenue,” as more fully defined below, to You, and You agree to fulfill the “Provisions and Promises,” as more fully defined below.
1.      Definitions. The following definitions shall apply to this Agreement.
a.      The “Revenue” shall include the compensation outlined in Exhibit A, and shall be paid according to the terms outlined in this Agreement as Exhibit B.
b.      The “Agreement Term” shall begin with the Commencement Date and shall end with the Termination Date.
c.      The “Commencement Date” shall be the first date upon which Services and Revenue are rendered.
d.      The “Termination Date” shall be the earlier of (i) the date upon which F.S. Publishing removes your User Content and Submissions from F.S. Publishing, (ii) the date of receipt of a Termination Notice from you, or (iii) the date upon which F.S. Publishing ceases operations.
e.      “Submission,” “Submissions,” is a proposal submitted by the author to publish Content on fluffy-seme.net. Submission will include a summary of the content of the work and an estimated length in number of words, minutes or file size.
f. “Content” is any audio, graphic, textual, and video communication you send or transmit to us to review and consider for formal publication. Content can include any and all possible combinations of words, phrases, clauses, sentences, and paragraphs, including narrative prose, parables, proverbs, slogans, and inspirational or motivational messages of any type or length, in any format.
g.        “Serial” is any Content that the Author agrees to release in parts on a regular schedule as determined by F.S. Publishing
h.  “Termination Notice” is a written notice to us via U.S. Mail, electronic mail,  facsimile, or personal delivery expressing a desire to terminate this Agreement
i.  “Terms of Service” or “TOS” is the current version Terms of Service displayed and posted on fluffy-seme.net.
2.      Services and Revenue. We shall perform the duties and tasks outlined in this Agreement as Exhibit C (the “Services and Revenue”).
3.      Provisions and Promises. You shall fulfill the duties and obligations and grant the permissions and promises, as outlined in this Agreement as Exhibit D (“Provisions and Promises.”)
4.      Payment. We shall pay the “Revenue” as outlined in this Agreement as Exhibit A, and shall pay in accordance to the “Revenue Payment Schedule” as outlined in this Agreement as Exhibit B.

Most of this agreement is pretty standard and generic. This first part starts off defining the parties entering into the agreement clearly and establishes definitions for each term used in the agreement itself.

5.      Termination. In accordance with the TOS, F.S. Publishing reserves the absolute right to terminate this Agreement at any time, for any reason, without cause, and without any further notice to you. You may also terminate this Agreement, but agree to deliver written notice to us via U.S. Mail, electronic mail, facsimile, or personal delivery expressing a desire to terminate this Agreement (a “Termination Notice”). Upon termination, we will send you any compensation that was pending disbursement to you within 30 days of the termination date.

Establishes terms under which the agreement can be cancelled and procedures after termination.

6.      Representations and Warranties. The parties to this Agreement make the following representations and warranties.
a.      Both parties represent and warrant to the other party that they have the full power to enter into this Agreement without restriction.
b.      This Agreement shall not establish an employer/employee relationship between the parties. You shall be an independent contractor and shall not enjoy the benefits normally afforded to employees under any law. You are solely responsible for the payment of any federal, state or local taxes applicable on the Provisions and Promises discussed in this Agreement.
c.      It is understood that the fluffy-seme.net Terms of Service (“TOS”) remains in full force and effect and that this agreement is supplemental to the TOS.
d.      We shall not be an agent or representative of You, and You shall not be an agent or representative of us, except as specifically defined in this Agreement.
e.      We are not obligated or required to fulfill any provision of this Agreement unless your Submission is published on fluffy-seme.net.
7.      Confidentiality. Neither party shall, at any time, either directly or indirectly, use for its own benefit, nor shall it divulge, disclose, or communicate any information received from the other party that has been identified as Confidential. Confidential Information must be disclosed only those employees and personnel who are responsible for the performance of this Agreement on a “need to know” basis.
8.      Disclosure of Authorship. You grant us full and complete permission to release your full name in association with any Submissions we publish on fluffy-seme.net or anywhere else. We assume no liability or responsibility for any damages that might occur as a result of disclosing your authorship. We cannot guarantee your privacy with regard to you and any of your published Submissions.
9.      Contact Information. You agree to complete an “Author Registration” and provide complete, accurate, and truthful information regarding your identity. We will provide you notification regarding any queries we receive regarding you or your Submission. However, we make no guarantees and assume no liability or responsibility for delaying or not delivering a query or request to you.
10. Competing Works. You agree that during the existence of this Agreement, you will not prepare or cause to be prepared or published in your name or otherwise, any work that shall interfere with or injure the use or publication, and sale or distribution of the Content herein specified.

More or less generic. Sets up what our relationship is to you in clear language and what obligations you have (like …. actually being the author of the work you publish!). Note that the last clause: we do not want our authors to run off with other publishing companies before they finish the series we’re publishing.

11. Copyrights. You agree that any Submissions and Content you send us is owned by you and is an original creation, for which you claim sole authorship. You also confirm that the Submissions do not infringe on copyrights of any third person and do not violate any laws. If we become aware that your Submission was not created by you, infringes on the rights of another, or violates any laws, we reserve the right to remove the Submission and disclaim any liability that might occur as a result.
12. Limitation of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN WARNED OR WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
13. General Provisions. With the exception of the fluffy-seme TOS, this Agreement constitutes the entire agreement of the parties and supersedes all prior understandings and agreements of the parties, whether oral or written. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, (i) the remaining provisions shall continue to be valid and enforceable; or (ii) if by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. This Agreement shall not be strictly construed against any party to this Agreement. Neither party shall assign its obligations and interests in this Agreement to any third party without the prior consent of the other. This Agreement shall be governed by the laws of the state of New York. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved by either (i) adjudication in a small claims court (subject to jurisdictional limitations) or (ii) in binding arbitration administered under the rules of the American Arbitration Association in accordance with its applicable rules.

Not much to say about this part as it is all fairly standard stuff.

Exhibit A: REVENUE
The “Revenue” shall include the following payments and shall be according to the terms outlined herein:
Twenty percent (20%) of Google AdSense revenue, and fifteen percent (15%) of subscription revenue. Amounts payable to you will be paid only by way of electronic transfer through PayPal, according to the Revenue Payment Schedule, which appears as Exhibit B.

AH! The fun part begins! Exhibit A defines exactly what revenue applies in this revenue sharing agreement and how much the writer is entitled to. Please note that, yes, fluffy-seme has other revenue sources beyond Adsense and subscriptions (as of right now [10/04/09] subscriptions have not been rolled out either). Fluffy-seme also has Project Wonderful and affiliate programs and the revenue from these programs is reinvested back into fluffy-seme (PW revenue is mainly used to buy more PW ads on other sites)

Exhibit B: REVENUE PAYMENT SCHEDULE
The “Revenue Payment Schedule” shall include the following payments and according to the terms outlined herein:
Revenue shall accrue in three-month periods (“quarters”) and will be from January 1 to March 31, April 1 to June 30, July 1 to September 30, and October 1 to December 31, in any given year.  Payments shall be made to your PayPal account within 15 days following the end of any quarter. If less than two dollars ($2) has accrued in any quarter, then no payment will be made until the sum of $2 is reached.

Exhibit C: SERVICES AND REVENUE (Our Obligations)
In consideration of your “Provisions and Promises,” the “Services and Revenue” to be provided by Us under the Agreement shall include the following:
a) Publishing your Submission (or any modified version of it) to fluffy-seme.net.
b) Author account with full access to all subscription features of fluffy-seme.net
c) Regular disclosure of F.S. Publishing’s statistics and relevant revenues.
d) Twenty percent (20%) of Google AdSense revenue, and fifteen percent (15%) of subscription revenue.

Note that this portion, and other clauses throughout the agreement, give us the right to alter your work. Although it is not our intention to do so, it’s useful for us to have this right in case you use the fluffy-seme system to publish something ridiculous offensive, libelous, damaging to the site’s server or otherwise likely to get us sued. You won’t do that right?

Exhibit D: PROVISIONS AND PROMISES (Your Obligations)
In consideration for our “Services and Revenue,” the “Provisions and Promises” to be fulfilled by You under the Agreement shall include the following:
a) You agree to provide us with Submissions and Content that is original and for which you claim full authorship and/or copyright.
b) You grant and permit us a non-exclusive, universal, and sublicensable right to use your Submission and Content in any way, at any time, in any media and forum, for any and all purposes we wish, including broadcasts, displays, performances, and any and all ventures.
c) For Content to be released as a Serial, you grant and permit us first print rights to the work in its entirety as specified in your Submission. You also grant and permit us archival rights for your Content until the completion of the Serial.
d) You grant and permit us the right to alter, change, or modify your Submission and Content in any way for any and all purposes including the right to display it on the site (or on any other site or media), in any section, on any page, in any size or variation, including adding any and all modifications, including audio, graphics, music, text, and video. You also grant us the right to publish or post your Submission in association with any other content on the site, on any other site, or in any other media or venue.
d) You grant and permit us full right, title, and interest to use your Submission and Content without having to acknowledge or credit your authorship or having to obtain any additional permission from you.
e) You waive the right to any income or revenue we make from the use or publication of your Submissions and content, not specified in this Agreement, including but not limited to general website advertising.
f) You agree to release us from any and all liability or claims from losses and damage if no revenue is earned. You understand that we do not, in any way, guarantee that any of your Submissions will stay published on the site or anywhere else, and we are in no way obligated to promote and market your published Content.

I admit it, this is a rather scary collection of demands, but basically it’s mostly just butt-covering. Legal contracts are important not for dealing with normal, reasonable, well meaning people … but for dealing with the crazies and their lawyers that might be hiding among the normals. We want the freedom to encourage fanfiction, to use samples of your work to promote fluffy-seme as a whole, to make basic modifications so that your work does not crash or otherwise damage our site and so on and so forth. These clauses are laid out to ensure that we have the freedom to do such things. We are not interested in assuming control over your work. Like all other publishing companies, we’re not going to get anywhere by developing a reputation for screwing over our writers. At the same time, if these rights are not explicitly stated we leave ourselves vulnerable.

g) You agree to negotiate for us to receive compensation (a “Finder’s Fee”) IN THE EVENT that any agency, business, corporation, enterprise, group, partnership, or private individual (“Buyer”) contacts you as a direct consequence of any Submission that we have published AND the Buyer purchases some or all rights and/or permissions for any of your Submissions we have published. You also agree to pay us a Finder’s Fee IN THE EVENT that you contact any Sponsor and sell some or all rights and/or permissions for any of your Submissions we have published, whether they are on an individual or group page. The Finder’s Fee will be a payment equivalent to 10% of the contract or agreement’s total value you make with the buyer.

Finder’s fee. If Random House finds your work on fluffy-seme and offers you a three book deal … you agree to give us a cut of your new riches before you buy that Ferrari

Bookmark It

Hide Sites