TRAVEL ARTICLE PUBLISHING AGREEMENT
This Travel Article Publishing Agreement is entered into between GPSmyCity.com, Inc. (Hereinafter referred to as the “Publisher"), with a mailing address of 2780 South Jones BLVD, #3365, Las Vegas, Nevada 89146 and Author, whose mailing address shall be entered in Author’s account on Publisher’s website. It shall become binding upon Author’s clicking the acceptance check-box, stating: “I ACCEPT THESE TERMS AND CONDITIONS.” Author and Publisher understand and agree that by accepting this Agreement online, both parties are fully bound by its terms and conditions as if they had signed a ‘hard copy’, in person.
WHEREAS, the Publisher and the Author wish to enter into this Agreement to publish the travel article(s) created by Author and posted on Author's website (hereinafter collectively referred to as the “Work”), on App Store, as more fully described herein; and
NOW, THEREFORE, it is agreed by and between the parties, as follows:
I. Independent Contractor
A. The relationship between Publisher and Author is independent contractor. ?? This Agreement shall not render the Author an employee, partner, agent or joint venturer of the Publisher for any purpose.
B. Publisher shall not be responsible for withholding taxes with respect to the Author’s compensation hereunder.
C. Author is solely responsible for any expenses incurred in the production of the Work. Author shall have no claim against the Publisher for vacation pay, tips, sick leave, retirement benefits, social security, health or disability benefits, unemployment insurance benefits, worker’s compensation or employee benefits of any kind.
D. Other than the third party fees defined in Paragraph VII, Publisher is solely responsible for any expenses incurred in the publication of the Work.
II. Account Registration
A. Publisher, through this Agreement, permits Author to register on Publisher’s website. By registering on Publisher's website, Author is legally representing that, to the best of Author's knowledge and belief, Author's registration information is truthful, accurate and complete, and that Author agrees to the terms and conditions set forth in this Agreement.
B. Author agrees that Publisher has the sole and exclusive discretion in determining whether to accept Author's registration, and may refuse Author's registration without explanation. Publisher has no liability to Author whatsoever for such refusal.
III. Grant of Rights
A. As used in this Agreement, the term “App Stores” is defined as iTunes App Store and Google Play.
B. As used in this Agreement, the term “Work” is defined as all the articles which have been entered into Author's account on Publisher's website for the duration of this Agreement.
C. Under the terms of this Agreement, Author grants Publisher an exclusive right for publishing Work on App Stores as defined above.
D. Author agrees that Publisher has the sole and exclusive discretion to publish any or all the Work.
E. Author shall retain all the other intellectual rights to the Work under the terms of this Agreement, including but not limited to publishing the Work on Author's website and in other media forms.
F. Author understands and agrees that Publisher owns all intellectual rights to the application software containing the Work. Author understands and agrees that Publisher may issue regular updates to the application software containing the Work, to add or remove any feature(s) and/or enhance performance, and that Publisher has the sole and exclusive discretion to issue such updates.
IV. Right to Refuse Submitted Work
A. Author may submit specific Work for Publisher to review, by entering the Work into Author's account on Publisher’s website. Author agrees that Publisher has sole and exclusive discretion, and right, to accept or refuse any or all Work that is submitted by Author, with or without stating a reason. If Publisher refuses a Work, any and all rights related to the Work granted to Publisher through this Agreement shall immediately and automatically revert back to Author.
B. Author can also submit change(s) to the Work after it has been published, however, Publisher has sole and exclusive discretion whether such change(s) will be implemented and all rights granted to Publisher will remain in force.
V. Conflicting Publication
For the duration of this Agreement, Author is prohibited from publishing or permitting to publish, either directly or through another publisher, any Work or variation thereof on any of the App Stores, except for the Work that was submitted for a review by Author and was rejected by Publisher, as defined in Paragraph IV.
VI. Third Party Permissions
A. Author may include third party materials in the Work if such materials are in the public domain under the GNU or Creative Commons licenses, with explicit permission for commercial use.
B. If copyrighted material from other sources (including any writings, compositions, photos or any materials not owned or controlled by Author) is included in the Work, Author, at Author’s own expense, shall obtain from each copyright owner or its duly authorized representative, written permission for use of the material.
C. Author is prohibited from submitting guest blog articles and sponsored blog articles or any third party content for publication.
VII. Author Royalty
A. Author's articles (Work) are converted to downloadable mobile apps and monetized on App Stores in two ways: individual article app sales and annual subscriptions.
B. App Sales Royalty. Each article app can be purchased individually with the royalty payment, as defined in Section VIII, payable to Author's account.
C. Use Credit Royalty. Each time an article is saved for offline use by a subscribed user inside the GPSmyCity app, the Author shall earn one use credit. Author's use credit royalty is calculated monthly using the formula defined herein. At the end of each month, Author's use credit royalty shall be: Author's total use credits during the month / total use credits during the month from all the authors * total subscription “net sales” of the month * 0.70. “Net sales” is defined in Section VIII.
VIII. Royalty Payments
A. Publisher shall pay Author royalties on the “net sales” of the Work. As specified in this Agreement, the term “gross revenue” is the gross receipts from selling the Work on App Stores. The term “net sales” is defined as gross revenue minus:
(1) a third party licensing fee for off-line maps, which is Five cents (US$0.05) per map; and
(2) the App Stores commission which is thirty percent (30%) of the gross sales amount of an individual article app purchase or thirty percent (30%) for the first year and fifteen percent (15%) for each subsequent year of the gross amount of subscription sales.
B. Author shall receive royalty payment in the amount of Seventy percent (70%) of the “net sales” of the Work.
C. Publisher has a sole and exclusive discretion to set prices, offer promotional giveaways and discounts, and to publish “demonstration” or “lite” versions of the Work on App Stores for the purpose of promoting and marketing the Work.
D. Publisher shall have the right, without restriction, to offer private individuals and business entities free access to the Work without compensating the Author for the purpose of marketing and promoting the Work, as well as for raising funds for business development. The recipients of such free access may include: journalists, social media influencers, business partners, equity investors, and backers in crowdfunding campaigns.
E. There shall be no other royalties, commissions, back-end payments or any other type of remuneration provided, other than the royalty payment described in this section.
IX. Reports and Royalty Payments
A. Publisher shall make reasonable effort to provide daily or weekly statistics on the sales of the Work on App Stores in Author’s account once the Work has been published.
B. Publisher shall release royalty payments to Author within thirty- (30) days after the end of a month, if the cumulative royalty payment due to Author is equal to, or exceeds, One Hundred Dollars (USD$100.00) at the end of the month.
C. If the royalty payment due at the end of the month is less than One Hundred Dollars (USD$100.00), said royalty payment shall be added to the following month's royalty payment.
D. Author will receive royalty payment, when due, in one of the following two options:
1. Publisher shall send a bank check from a US-based bank, mailed to the Author’s mailing address, as listed in Author’s account on Publisher’s website. This option is available only to Author with a US mailing address; or
2. Publisher shall send payment to Author's PayPal account, as provided by Author.
X. Name and Likeness
Publisher shall have the right, without restriction, to use, without any additional compensation to Author, Author's legal and professional name and likeness, biographical material, account registration date, account username and sales statistics in marketing and promoting the Work and Publisher's business in connection with publishing the Work.
XI. Discontinuance of Publication
Either party can remove any or all Work from publication with or without reason. Author can request to remove a Work by clicking the Delete button next to the Work in Author's account. Once Publisher has received the request from Author to remove a Work from publication, Publisher shall remove the Work from all App Stores within thirty (30) days. Publisher may also remove a Work from publication at any time and at its sole discretion.
If a Work has been removed from publication, all rights related to the Work granted to Publisher through this Agreement shall automatically revert back to Author immediately. Publisher may keep the Work removed from publication on its server for up to seven (7) years, or as long as required by law, for record keeping purpose.
A Work may also be removed from App Stores by owner of App Stores. Publisher has no liability to Author, whatsoever, for such publication removals. If the Work has been removed from all App Stores, all rights related to the Work granted to Publisher through this Agreement shall automatically revert back to Author after sixty (60) days from the date when the Work is removed from the last of App Stores. Publisher may retain all the rights granted through this Agreement if Publisher re-publishes the Work within sixty (60) days from the date when the Work is removed from the last publication.
XII. Warranties and Indemnities
A. Author warrants: that Author is the sole owner of all the rights granted to Publisher or has the authority to grant such rights to Publisher; that Author has not previously assigned, pledged or otherwise encumbered the Work; that Author has full power and authority to enter into this Agreement; that except for the material obtained pursuant to paragraph VI, above, the Work is original, has not been published on either iTunes App Store or Google Play before and is not in the public domain; that the Work does not violate any right of privacy; that the Work is not libelous or obscene; that the Work does not infringe upon or interfere with any other works, books or articles; that it will not violate, invade, infringe upon or interfere with the rights of any third party or any statutory or common law copyright.
B. Author shall, and does, hereby indemnify, save and hold Publisher harmless from any loss or damage, including reasonable attorneys' fees, arising out of, or in connection with, any breach or default by Author hereunder or any claim by a third party that is inconsistent with any of the warranties, representations and covenants or agreements made by Author in this Agreement. If Author fails or refuses to approve any proffered settlement, Publisher shall still have the sole right to settle any such claim unless Author provides Publisher with a bond, with surety acceptable to Publisher, in the full amount of the original claim, together with anticipated reasonable attorneys' fees and costs, and further reimburses Publisher for all attorneys' fees and costs incurred with regard to such claim to date, and bears responsibility for and pays as and when due all further attorneys' fees and costs incurred through final resolution of the matter. If there is an assertion of any claim by a third party that is inconsistent with any of the warranties, representations, covenants or agreements made by Author in this Agreement, Publisher shall serve notice of the claim upon Author, and Author may, at Author's sole cost and expense, participate in the defense of the claim, provided that Publisher shall have the right to control the defense thereof. In the event of such breach, default or claim, Publisher may, until the same has been adjudicated or settled, hold in trust for Author any and all monies due and payable to Author under this or any other agreement between the parties, in an amount reasonably necessary to indemnify Publisher fully hereunder with regard to the breach, default or claim (including anticipated attorneys' fees and costs), provided that upon final adjudication or settlement thereof, the monies may, at Publisher's option and to the extent necessary, be applied in satisfaction of a judgment or settlement.
C. These warranties and indemnities shall survive the termination of this Agreement.
XIII. Suits for Infringement of Copyright
If the copyright of the Work is infringed, and if the parties proceed jointly, the expenses and recoveries, if any, shall be shared equally, and if they do not proceed jointly, either party shall have the right to prosecute the action, and that party shall bear the expenses thereof, and any recoveries shall belong to that party exclusively.
Author understands and agrees that neither this Agreement, nor any of Author's obligations hereunder, shall be assignable by Author. Author agrees that Publisher shall have the right to assign this Agreement and/or any of the rights obtained by Publisher pursuant to this Agreement. In the event Publisher is merged into, or acquired by, another entity, any and all rights granted to Publisher through this Agreement shall automatically be assigned to the new entity.
XV. Termination of Agreement
Either party may terminate this Agreement, with or without reason, by giving the other party a fourteen (14) day advance notice. Publisher may terminate Author’s account immediately under any of the following circumstances:
A. There are no Work under publication or under review in Author's account and there is no royalty payment due to Author.
B. There is a breach of this Agreement by Author.
Upon termination of the Agreement, all rights related to the Work granted to Publisher through this Agreement shall automatically revert back to Author immediately. Publisher shall remove the Work from all App Stores within thirty (30) days upon receiving notification from Author. Publisher shall send Author any royalty payments due within 60 days after the account closing, even if the accumulated royalty is less than One Hundred Dollars (USD$100.00).
A. All information contained in Author's account on Publisher’s website, other than Author's personal data, is the property of Publisher and strictly proprietary and may not be shared with any third party without written permission from Publisher.
B. All of the materials that Author may receive from Publisher, including but not limited to, specifications, newsletters and guidelines, are confidential and proprietary and may not be shared with anyone, under any circumstances.
C. Author acknowledges that during this Agreement, Author will have access to, and become acquainted with, various trade secrets, innovations, processes, information, records and specifications owned or licensed by the Publisher or its clients and/or used by the Publisher or its clients, in connection with the operation of its business including, without limitation, business and product processes, methods, customer lists, accounts and procedures.
D. Author agrees not to disclose any of the aforesaid confidential information, directly or indirectly, or use any of the information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement with Publisher.
E. All files, records, documents, specifications, information, letters, notes, media lists, original artwork/creative, and similar items relating to the business of Publisher, whether prepared by Author or otherwise coming into Author’s possession, shall remain the exclusive property of the Publisher.
F. At the conclusion of this Agreement, Author shall not retain any copies of the foregoing without the Publisher’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Publisher, the Author shall immediately deliver to the Publisher all such files, records, documents, specifications, information, and other items in Author’s possession or under Author’s control within seven (7) days of the termination of this Agreement. Alternatively, Author may remove/destroy all such materials in Author’s possession within seven (7) days of the termination of this Agreement.
A. This Agreement and all rights and liabilities of the parties shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Nevada, United States, applicable to agreements made and to be wholly performed therein, without regard for conflict of laws principles. The venue for any action, suit or proceeding arising from or based upon this Agreement shall be the appropriate court in Clark County, Nevada. Accordingly, the parties agree that any action, suit or proceeding arising from or based on this Agreement shall be commenced in and determined by the appropriate court in Clark County, Nevada.
B. If, for any reason, a provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, then all other provisions shall continue in full force and effect.
C. The paragraph headings are included solely for the convenience of the parties and shall not be deemed to describe, limit, modify or in any way affect the scope or interpretation of the paragraph themselves.
D. This Agreement sets forth the entire Agreement between the parties, and no modification, amendment, waiver, termination or discharge of this Agreement, or any provisions thereof, shall be binding unless confirmed by both parties. Publisher reserves the right to modify this Agreement from time to time at Publisher’s sole and exclusive discretion. The modified Agreement will be posted in the Author’s account on Publisher’s website. By continuing to access Author’s account on Publisher’s website after an amendment or modification being posted to Author account, it is presumed that Author has accepted such amendment or modification.
E. No waiver of any provision of or default under this Agreement shall affect Publisher's right thereafter to enforce such provision or to exercise any right or remedy in the event of any other similar or dissimilar default.
XVIII. Successors and Assigns
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, if any, successors, and assigns.
Publisher may send Author notice with respect to this Agreement by sending an email message to the Author email address listed in Author’s account, by sending a letter via certified or registered postal mail with return receipt requested to the Author contact address listed in Author’s account, or by a posting in Author’s account. Author may send Publisher notice with respect to this Agreement by sending an email to the Publisher email address listed in Author’s account or by sending a letter via certified or registered postal mail with return receipt requested to 2780 South Jones Blvd, #3365, Las Vegas, Nevada 89146, USA. Notices shall become effective immediately.
This Agreement was published on January 18, 2018.