Writer Registration Agreement
This Agreement, is made by and between the Writer and G10 VMS Inc., a California State corporation with the address of 525 South Oxford Ave. Los Angeles, CA 90020, United States (hereinafter, MD Square);And, is dated as of the first date of online registration by both Writer of this Agreement ("Effective Date"). Writer and MD Square agree that this Agreement and addendum hereto, such as identification of Work(s) under this Agreement (as defined herein) may be by the online registration.
WHEREAS, MD Square maintains a system to advertise, publish, and sell literary works, primarily in an online context and using electronic media ("Publishing System");
WEREAS, the MD Square website and mobile application (hereinafter referred to as "The Platform”) is one of the online literature platforms operated by MD Square;
WHEREAS, virtual coins ("Coins") are used in MD Square’s Publishing System;
WHEREAS, MD Square may allow Writer to submit Non-Commissioned Manuscripts and Commissioned Manuscripts to be accepted by MD Square ("Work(s)") through an the Platform for Writers in the Publishing System;
WHEREAS, MD Square and Writer designate through the Platform that Commissioned Manuscripts are to be published and sold through the Publishing System on the right of First Negotiating right (" Commissioned Work(s)");
WHEREAS, MD Square and Writer may designate through the Platform that Non -Commissioned Works are to be non-exclusively published and sold through the Publishing System ("Non-Commissioned Work(s)");
WHEREAS, MD Square and Writer desire for MD Square to advertise, publish, and sell the Commissioned Works and Non-Commissioned Works of Writer through the Publishing System on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Submission of Works by Writer to MD Square and inclusion in this Agreement.
(a) Writer and MD Square agree
(a) Writer and MD Square agree that Writer may submit original works open freely to all readers by Writer ("Non-Commissioned Works") or original works open to only paid readers by Writer ("Commissioned Works") through the Platform in Form A.(b) Manuscripts:
(i) The Platform shall allow Writer to agree a Form A to this Agreement, to request that Manuscript(s) be included in this Agreement as Work(s), (as used herein, "Work(s)" and "Works" refers to both Commissioned Works(s) or as Non- Commissioned Works(s), as these terms are further defined herein).Writer can determine these option by the Platform and. If Writer’s request in Form A is countersigned by MD Square within Five (5) days of submission by Writer ("Consideration Period"), such Manuscripts shall be Works under this Agreement and The Parties agree that the terms of this Agreement shall govern the Parties rights and obligations with respect to such Works. With respect to Manuscripts, if MD Square does not countersign Writer’s request in Form A by the end of the Consideration Period, or if MD Square affirmatively refuses Writer’s request before the Consideration Period, the submitted Manuscript shall not be a Work under this Agreement. During the Consideration Period, Writer shall not withdraw a request and may not take any action inconsistent with the request (e.g. Writer may not license or assign the Work to a third party during the Consideration Period).
(c) Commissioned Works:
(i) The Platform may allow Writer and/or MD Square to create and/or post an outline, which itself may be considered an Commissioned Works herein and include the title thereof and terms for a delivery schedule for installments toward a Commissioned Manuscript (such as a number of chapters and/or a number of words in a period of time), content requirements, and payment terms in relation thereto in Form A.2. Writer's Grant of Rights.
(a) The right of First negotiation. For the Commissioned Works, and subject to the terms and conditions of this Agreement, Writer grants to MD Square during the Term (as defined below) the follows:(i) Terms. Subject to the terms and conditions of this Agreement, Writer may grants to MD Square during the Term (as defined below) the exclusive, non-transferable, non- sub-licensable (except as provided in Section 2(c)), limited right throughout the world to for Five (5) years:
(A) The primary negotiating rights to produce, adapt, reproduce, encode, and encrypt the Commissioned Works and derivatives thereof in all languages as a printed book and as an electronic book of the full-length verbatim text of, and any illustrations or other materials contained in, the Commissioned Works in print and digital format without the inclusion of additional materials, enhancements, or elements, including sound, images, graphics, interactivity, and animations (collectively, "Additional Content") for all technology systems, whether now known or hereinafter developed, including, for example, as transmission or download of electronic files through wire or wireless systems from a database source to an end-user, or similar media so that an end-user can access and read or have read the Commissioned Works by scrolling through it on a computer screen or handheld device.
(B) The primary negotiating rights to produce, adapt, reproduce, encode, and encrypt all or part of the Works and derivatives thereof as, for example and without limitation, an audio work, as an audiovisual work, as a multimedia work, as an electronic game, as a series, as a movie and TV drama, as a stage play, as a musical, as a theme park, as a theme restaurant, and peripherals in and on merchandise;
(C) The primary negotiating rights to publish, market, display, perform, rent, license, sell, transmit, and distribute the Works and derivatives thereof by and through all means now known or hereinafter developed; and
(D) The primary negotiating rights to use Writer's name or Pen Name and approved image, likeness, and biography in association with MD Square's activities under this Agreement, including for advertising, promotion, and other exploitation of the Works and derivatives thereof.
(b) The right for Non-Commissioned works. For the Non-Commissioned Works, and subject to the terms and conditions of this Agreement, Writer grants to MD Square during the Term (as defined below) the priority rights for the follows:
(i) Terms. Subject to the terms and conditions of this Agreement, Writer grants to MD Square during the Term (as defined below) the non-exclusive, non-transferable (except as provided in Section 14(d)), non-sublicensable (except as provided in Section 2(c)), limited right throughout the world during Writer post the woks to the Platform :
(A) The right to produce, adapt, reproduce, encode, and encrypt the Non-Commissioned Works and derivatives thereof in all languages as an electronic book of the full-length verbatim text of, and any illustrations or other materials contained in, the Non-Commissioned Works in print and digital format without the inclusion of additional materials, enhancements, or elements, including sound, images, graphics, interactivity, and animations (collectively, "Additional Content") for all technology systems, whether now known or hereinafter developed, including, for example, as transmission or download of electronic files through wireline or wireless systems from a database source to an end-user, or similar media so that an end-user can access and read or have read the Non-Commissioned Works by scrolling through it on a computer screen or handheld device.
(B) The right to produce, adapt, reproduce, encode, and encrypt all or part of the Non-Commissioned Works and Non-Commissioned Works and derivatives thereof as, for example and without limitation, an audio work, as an audiovisual work, as a multimedia work, as an electronic game, as a series, and in and on merchandise;
(C) The right to publish, market, display, perform, rent, license, sell, transmit, and distribute the Works and derivatives thereof by and through all means now known or hereinafter developed; and
(D) The right to use Writer's name or Pen Name and approved image, likeness, and biography in association with MD Square's activities under this Agreement, including for advertising, promotion, and other exploitation of the Works and derivatives thereof.
(c) Sublicensing. MD Square may grant to any third party a sublicense of any of its rights under this Agreement, provided that:
(i) MD Square shall provide Writer with a copy of the sublicense on request;
(ii) Each sublicense terminates automatically on termination or expiration of this Agreement;
(iii) MD Square is responsible for any breaches of this Agreement caused by any sublicensee; and
(iv) an act or omission of the sublicensee that would be a material breach of this Agreement if performed by MD Square shall be deemed to be a material breach by MD Square of this Agreement.
3. Writer's Reservation of Rights.
All rights not expressly granted by Writer to MD Square under this Agreement are reserved by Writer. Writer shall notify MD Square promptly of the exercise or disposition (whichever is earlier) of any right that is reserved by Writer.4. Manuscript Delivery.
(a) Writer shall use the Platform to deliver Non –commissioned work or Commissioned Works.(b) The Platform shall allow Writer to electronically sign a document to request that submitted Manuscript(s) be included in this Agreement as Commissioned Works(s) , which shall be noted in Form A. Such submissions shall be accepted and such submitted Manuscripts shall be considered Commissioned Works(s) under this Agreement when Form A submitted Manuscript is countersigned by MD Square.
(c) Writer may also supply, at Writer's expense, all photographs, illustrations, charts, indexes, or other materials mutually agreed upon as necessary to the completion of the Manuscript or Commissioned Manuscript.
(d) If MD Square terminates this Agreement under Section 13(c), all of the parties' obligations under this Agreement cease except for those that expressly survive this Agreement. If a Flat Fee is repayable by Writer pursuant to Section 8(b), Writer shall return such Flat Fee within sixty (60) days of such termination and such obligation to return payments shall survive termination of this Agreement.
5. Permissions and Clearances.
(a) Writer shall, at Writer's expense: (i) obtain all permissions and other clearances that MD Square deems necessary for the inclusion of any textual, illustrative, or other material in the Commissioned Works and the Non-Commissioned Works; and (ii) deliver with the manuscript copies of all agreements, correspondence, and copyright assignments relating thereto, together with acknowledgements and copyright notices in a format specified by MD Square.(b) MD Square shall, at MD Square's expense: (i) obtain all permissions and other clearances that MD Square deems necessary for any Additional Content that MD Square wants to include with the Commissioned Works or Non-Commissioned Works.
6. Editorial Changes and Proofs.
(a) MD Square may copyedit the Work or Works, including title, in accordance with its standards of spelling, punctuation, capitalization, style, and usage. MD Square shall make the copyedited Work available to Writer through The Platform; Writer may make revisions or corrections or approvals to MD Square through The Platform by a date specified by MD Square.(b) MD Square may provide Writer with a digital proof of the Book Edition or Enhanced Book Edition, including cover art, Additional Content, and any illustrations or other materials contained in the Work, through The Platform or via other means, including but not limited to email, Skype, or the like. When provided, Writer shall read, and correct the preliminary digital proofs by a date which may be specified by MD Square. If Writer fails to timely review or provide feedback regarding the digital proofs, MD Square may publish the Book Edition and the Enhanced Book Edition without Writer's approval.
7. Publication.
(a) MD Square shall publish and commercially release the Works through Platform in the territories, in the languages, and in the formats determined by MD Square at MD Square's expense and at the price determined by MD Square after acceptance of the Work pursuant to Section 1 and 4. MD Square shall provide notice to Writer concerning Writer's photograph, cover art, the size and placement of Writer's credits in relation to the Works thereof.(b) If MD Square fails to publish and commercially release the Works the time period set forth in Section 7(a), Writer may terminate this Agreement with respect to such Manuscript upon written notice to MD Square pursuant to Section 13. Thereafter, all rights in the Work revert to Writer who may retain any advance payments under Section 8, if any, as liquidated damages. Writer shall not claim or institute any other damages, actions, or proceedings, either legal or equitable, including specific performance, against MD Square.
(c) MD Square shall promote the sale of the Works as determined at the discretion of MD Square. When requested and if available, Writer shall cooperate with MD Square in promoting the sale of the Works.
8. Payments.
(a) In the Platform and in the mutually executed Form A for Commissioned Works, MD Square shall list the fees to be paid to Writer or the method of calculating fees to be paid to Writer for Commissioned Works. The fees may include Royalties (defined in Section 8(c)). The fees may also include payments made for competing in or winning competitions, fees for completion of the Works or portions thereof, or other flat fees as may be offered by MD Square ("Flat Fees"). Writer agrees and understands that competitions may be judged by MD Square or by designees of MD Square, and that MD Square or designees of MD Square may not be neutral, may have a conflict of interest, or may have a financial interest in the outcome of competitions.
(b) Flat Fee. Flat Fees for Commissioned Works are not repayable to MD Square, provided that Writer has delivered the Commissioned Works in conformity with Section 4 and is not otherwise in default under this Agreement. Flat Fees for Commissioned Manuscripts may be repayable to MD Square, per additional delivery and performance criteria which may be communicated to Writer through The Platform in relation to Commissioned Works and which shall be listed in mutually executed Form A. Flat Fees and additional delivery and performance criteria communicated to Writer, the list in Form A, shall be part of this Agreement and shall be enforceable when such Form A are mutually executed.
(c) Royalties. MD Square shall pay to Writer as royalties the percentage of Net Receipts specified through The Platform and listed in mutually executed Form A. The percentage of Net Receipts may vary, for example, based on whether the Work is an Commissioned Works, a Non-Commissioned Works, a Commissioned Work, based on negotiations between the Parties, or the like. "Net Receipts" is 100% of the gross amounts (whether actually received by MD Square or any third-parties Writerized by MD Square pursuant to this Agreement's terms) from exploitation of the Works, less actual and verifiable cash or credit returns, uncollected or refused credit card charges, and sales and similar taxes, postage, shipping, and handling costs, and insurance charges. Royalties shall not accrue for portions of a Work distributed or accessed for free, which portions are provided for promotional purposes. Royalties will accrue upon the earliest of when the Works are sold and paid for. Distribution of or access to Works and payment of royalties may be through use of Coins; for example, MD Square may allow readers to access one or more pages, chapters, or installments of the Works for free, such as for promotional purposes, and may require payment in the form of Coins to access further pages, chapters, or installments. The number of Coins charged for the Works may vary, such as according to demand or according to a price in Coins determined by MD Square. Royalties shall be based on the number of Coins in relation to the Works, a number of readers, a number of words, chapters, or installments of the Works distributed.
(d) No fees to third parties. MD Square shall not pay any fees or payments to any third party on behalf of Writer unless such fees are specified in this Agreement. 9. Accounting and Payments.
(a) MD Square shall provide Writer with statement of account in accordance with its regular accounting practices , together with payment for all amounts due for each such accounting period, following the close of each royalty accounting period, so long as any payments are due. Within 15 days after delivery of statements of account, statements of account are deemed accepted by Writer unless the Writer provides notice that the Writer disputes such statements of account.
(b) During the term of this Agreement, MD Square shall maintain complete and accurate Works and records relevant to the payment of royalties and any other information required to be reported to Writer under this Agreement. MD Square shall make the records, and appropriate personnel, available during normal business hours for audit by Writer or its Writerized representative; provided that Writer shall:
(i) provide MD Square with reasonable notice of any audit;
(ii) undertake an audit no more than once per calendar year; and
(iii) conduct or cause to be conducted such audit in a manner designed to minimize a disruption of MD Square's normal business operations. Writer may take copies and abstracts of materials audited. Writer will pay the cost of such audits unless an audit reveals an underpayment to Writer of Ten percent (10%) or more, in which case MD Square shall reimburse Writer for the reasonable cost of the audit. MD Square shall immediately upon notice from Writer pay Writer the amount of any underpayment revealed by the audit together with any reimbursement pursuant to the preceding sentence.
10. Ownership and Protection.
(a) Acknowledgement of Ownership. Except for the right expressly granted to MD Square in this Agreement, MD Square acknowledges that all right, title, and interest in and to the Work, are owned by “Writer”; provided that MD Square retains all right, title, and interest in and to any Additional Content.
(b) Protection. MD Square may publish the Works with proper notices and legends regardless of form or format. In case of any infringement of the Work by others, MD Square may in its discretion sue or employ such remedies as it deems expedient. MD Square may invite Writer to participate in such suits or proceedings and to share in expenses of such suits or proceedings. Net proceeds of any recovery shall be divided equally between MD Square and Writer in the ratio of their respective expenditures for such purposes.
11. Representations and Warranties.
(a) MD Square's Representations and Warranties. MD Square represents and warrants to Writer that:(i) MD Square has the right to enter into this Agreement and to perform all terms in this Agreement; and
(ii) to the best of MD Square's knowledge, the Additional Content provided by MD Square does not infringe upon or violate any copyright, trademark, or trade secret of others.
(b) Writer's Representations and Warranties. Writer represents and warrants to MD Square that:
(i) Writer has the full right, power, and Writerity to enter into this Agreement and Convey the rights granted to MD Square;
(ii) Writer is the sole Writer of the Work and sole owner of the rights granted in this Agreement, and Writer has not previously and during the Term will not enter into any agreement or understanding which would conflict with the rights granted to MD Square;
(iii) The Work is original and not in the public domain, except for third-party material that is either in the public domain or for which appropriate third-party written permissions have been obtained;
(vi) to the best of Writer's knowledge, the Work:
(A) does not infringe upon or violate any copyright, trademark, or trade secret of others; and
(B) contains no material that is obscene, libelous, in violation of any right of privacy or publicity, or harmful so as to subject MD Square to liability to any third party, or otherwise contrary to law. All statements in the Work asserted as facts are true and based on Writer's investigation and generally accepted research practices to confirm their accuracy.
12. Indemnification.
(a) Writer's Indemnities. Writer shall indemnify, defend, and hold harmless MD Square and its distributors and licensees against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of pursuing any insurance providers arising out of or in connection with any third-party claim, suit, action, or proceeding (each, an "Action") relating to any actual or alleged breach by Writer of its representations, warranties, covenants, or other obligations hereunder. This indemnity does not apply to any material inserted in the Work by MD Square.(b) Indemnification Procedure. MD Square shall promptly notify Writer in writing of any Action and cooperate with Writer at Writer's sole cost and expense. Writer shall immediately take control of the defense and investigation of such Action and shall employ reasonable counsel of its choice to handle and defend the same, at Writer's sole cost and expense. Writer shall not settle any Action in a manner that adversely affects MD Square's rights without MD Square's prior written consent. MD Square may participate in and observe the proceedings at its own cost and expense. If Writer does not take reasonable control of the defense and investigation and does not employ reasonable counsel of its choice to handle and defend the same, MD Square may do so and may offset any amounts owed to Writer under this Agreement or may seek to recover from Writer for amounts paid by MD Square as a result thereof. 13. Term and Termination.
(a) Term. This Agreement will be deemed to have commenced as of the Effective Date and, unless terminated earlier in accordance with this Section 12, continue for a period of five (5) years (the "Term") and automatically extended to same period without the prior written notice by Writer.
(b) Termination by Writer. Writer may terminate this Agreement upon written notice to MD Square with respect to specific Work(s) if MD Square:
(i) fails to publish and make commercially available the Works pursuant to Section 7;
(ii) ceases to offer for sale the Works for a period of six (6) months;
(iii) otherwise materially breaches the Agreement; or
(iv) files a petition under the bankruptcy laws, makes an assignment of its assets for the benefit of its creditors, or otherwise liquidates its business, or if a court determines that MD Square is legally bankrupt.
(c) Termination by MD Square. MD Square may terminate this Agreement with respect to specific Works or with respect to all Works upon written notice to Writer if Writer:
(i) materially breaches the Agreement. Termination of the Agreement will take effect ninety (90) days after a party's receipt of written notice of termination unless that party has remedied the problem triggering the termination during the ninety-day period.
(d) Effect of Termination. Upon the expiration or termination of this Agreement for any reason, all rights in the Work granted to MD Square in this Agreement will revert back to Writer. Any orders for the Works pending as of the date of expiration or termination may be fulfilled. MD Square may continue to retain digital copies of the Works solely for purposes of supporting any rights legitimately acquired by end-users who purchased the Works prior to expiration or termination of this Agreement. All rights to the Works acquired by end-users will survive termination or expiration of this Agreement.
(e) Rights Surviving Termination. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including the parties' respective obligations to pay any sums owed to the other party, Writer's accounting, reporting, and audit rights in Section 9, and the representations, warranties, and indemnities in Sections 11 and 12.
14. Writer Registration
(a) Writers agree that Writers have read and understand all the contents of this Agreement and all other rules announced by MD Square (including the announcements and rules issued by MD Square in a single product or service) before registering as an Writer of MD Square, especially those terms which are or may be significant to Writers’ rights and interests, and those relevant terms which have or may have exemption or limitation of liability of MD Square.(b) Writers agree that Writers will follow the rules and procedures declared by MD Square to register as a Writer. After registering as a Writer of MD Square, Writers are obliged to keep Writer's account and password secure and take legal responsibility for all the activities and actions taken through Writers’ account. If any action is taken through Writers’ account through means including, but not limited to, the transfer of accounts, sharing with others, disclosure of Writers’ login information, or a virus or malware on Writers’ device that results in Writers’ account password becoming compromised or loss of any kind, this is considered Writers’ own responsibility, and MD Square takes no legal liability.
(c) Writer's nick name, personal introduction and other Writer information shall not contain any information that violates any national or local laws or regulations or the terms of MD Square, and shall not infringe upon the legitimate rights and interests of any third party. If the aforementioned content does not adhere to these requirements, MD Square has the right to cancel Writer's account and all works posted from that account at any time and without any notification.
(d) Writer agrees to follow the following terms:
(i) will abide by relevant laws and regulations;
(ii) will abide by abide by MD Square’s End User Service Agreement and Privacy Policy;
(iii) No service of MD Square should be used for any illegal purpose;
(iv) No modifications (including, but not limited to, the modification of any proprietary communication protocol used by website or software, and the modification or locking of documents in Dynamic Random Access Memory
(RAM), etc.), reverse engineering, decompiling, disassembly, copy, or distribution of such, should be made to MD Square, including but not limited to the website and the software;
(v) Any actions that may affect or destroy the services of MD Square are not allowed, including but not limited to actions that could damage, attack, or overload the servers, or other abnormal usages;
(vi) The Platform may not be used in the furtherance of any behavior that may adversely affect the normal operation of the internet or may interfere with other users’ normal use of MD Square’s services;
(vii) The Platform may not be used in the furtherance of any act considered harmful to MD Square or its users;
(viii) The Platform may not be used to seek illegitimate interests or engage in any unfair competition gain commercial profits without consent of MD Square;
(ix) The Platform may not be used to produce, disseminate or use plug-in, packet, acceleration software, or other kinds of cheating programs, or organize or abet others to use such software programs, or sell such software programs for the economic interests of individuals or organizations;
(x) Intellectual property of MD Square may not be used to create or provide the same or similar network services without the written permission of MD Square;
(xi) Specific communication channels are provided by corresponding agencies and should be used when consulting on the services, products, and business of MD Square and its cooperative business partners, and shall not publish negative publicity on MD Square and its related services in public.
(e) If any Writer commits one or more of the following acts, MD Square has the right to cancel the Writer's account at any time, or to terminate all or part of the services provided to that Writer (including, but not limited to, the closure of the Writer's account, the prohibition of account-related functions, the removal of the Writer’s works, etc.), and assume no liability:
(i) Any act that violates Section 14(c) ;
(ii) abusing the rights enjoyed in this Agreement;
(iii) Providing false registration information (including, but not limited to, identity information and contact information);
(iv) Users’ account shows abnormal activity, as determined by MD Square;
(v) Acts that are detrimental to the legitimate rights and interests of MD Square’s owners, affiliated companies, partners, other Writers and users;
(vi) Violation of relevant laws and regulations; (vii) Other behaviors that violate the relevant regulations of MD Square.
15. General
(a) Interpretation. For purposes of this Agreement, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.(b) Entire Agreement. This Agreement, signed is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
(c) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. [Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to/the court may] modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.]
(d) Assignment. This Agreement is binding on and inures to the benefit of the parties hereto, the heirs, executors, and administrators of Writer, and the successors and assignees of MD Square. Writer shall not assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily or involuntarily, by operation of law, or otherwise, without MD Square's prior written consent which will not be unreasonably withheld or delayed. MD Square may assign this Agreement or its rights hereunder, or delegate its obligations hereunder, only to a company acquiring all or substantially all of MD Square's assets.
(e) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section.
(f) Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following circumstances beyond such party's reasonable control: including but not limited to acts of God, epidemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public Writerity, including imposing an embargo; in each case, provided that (i) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (ii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such occurrence. The impacted party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the impacted party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section, the other party may thereafter terminate this Agreement on ninety (90) days' written notice.
(g) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
(h) Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims, are governed by the laws of State of California, without giving effect to any conflict of law provisions thereof that would result in the application of the laws of a different jurisdiction. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Los Angeles, California, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.
(I) Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by a Writerized representative of each party. The Parties anticipate signing one or more addendum to add on additional Form A documents for Manuscripts added or proposed to be added under this Agreement.
(j) Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.
(k) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(l) Disclosure. MD Square, if compelled by legal process, may provide the Writer's network registration information without the Writer's consent. In such a case, MD Square shall have no legal liability for disclosing Writer information.
(m) MD Square follows the 17 U.S. Code § 512 Limitations on liability relating to material online and will take necessary steps to take down any content suspected of plagiarism or other infringement that is notified.
16. Disclaimer
(a) If any user of MD Square has reprinted Writers’ works through MD Square without Writers’ permission, Writers can contact us through MD Square customer service at “support@MoDu Square.com”. MD Square and MD Square are not responsible for the user's reprinting behavior, but will deal with the user's reprinting behavior promptly after receipt and verification.16. Disclaimer(b)
If someone maliciously pretends to be the Writer and uploads works to MD Square, and the works which are not the original works owned by the Writer are accepted and collected by MD Square, MD Square does not take any responsibility, but will deal with this kind of behavior promptly (including, but not limited to, the removal of such work after receipt and verification.(c) MD Square does not guarantee the safety of the works collected from our Writers, and Writers shall be responsible for keeping a copy of any content posted to MD Square. (d) Writers shall be responsible for their own writing, expressions, or works. Any works or content published or uploaded by Writers on MD Square do not represent the opinion or stance of MD Square on any topic.
(e) Writers understand and agree that, because of the nature of network services, based on the overall operation of MD Square or the relevant operational specifications, rules, and so on, MD Square has the right to change, suspend, or terminate some or all of its services at any time without notification and without liability to Writers, and if this causes any loss to Writers, Writers agree to abandon investigating MD Square and MD Square’s relevant responsibilities.
(f) Writers understand and agree that, in order to provide all users with better services, MD Square has the right to periodically or irregularly repair, maintain, and upgrade this the Platform or related equipment which provides this service, and that such circumstances may cause the relevant services to be interrupted or suspended for a reasonable period of time, and that Writers agree that MD Square shall not be responsible for any loss to Writers that this may cause. If this results in loss to Writers, Writers agree to give up the responsibility of investigating MD Square and MD Square.
(g) Writers understand and agree: the service of this site is provided according to the status which the existing technology and conditions can achieve. MD Square will do the utmost to ensure the consistency and security of our services, but we cannot guarantee that the services we provide are flawless, nor can we foresee or guard against all legal, technical, or other risks, including but not limited to, force majeure, viruses, Trojans, hacker attacks, instability of systems, defects in third party services, government actions, or other occurrences that could cause service interruptions, data loss, and other losses and risks. Therefore, Writers agree that, even if the service provided by MD Square is flawed, the above-mentioned flaws are inevitable because of the industry technical level at the time, and it will not be regarded that MD Square or MD Square have breached any contract. Meanwhile, if this results in loss of data or information to Writers, and that Writers agree that MD Square shall not be responsible for any loss to Writers that this may cause Writers agree to give up the responsibility of investigating MD Square.
(h) MD Square will adopt a reasonable way to protect the safety of Writers’ personal data. MD Square will use commonly available security techniques and procedures to protect the personal data from the access, use, or disclosure. MD Square will not take responsible for the loss of Writer’s account or the disclosure of personal data if it is not for MD Square’s mistakes. For more details, please refer to the privacy policy published by MD Square.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this date:
Date : Date :
Name: Name: Steven Kim
Title: C.E.O