MOONQUILL NON-EXCLUSIVE LICENSE AGREEMENT
This Agreement is between InkQuill, LLC, a Virginia limited liability company d/b/a MoonQuill (“MoonQuill”) and you, the undersigned (“you”). This Agreement is dated as of the date you accept this Agreement (the “Effective Date”).
YOU AGREE TO THE MEDIATION AGREEMENT DESCRIBED IN SECTION 16 TO RESOLVE ANY DISPUTES WITH MOONQUILL.
- WHEREAS, you individually wrote an original work or multiple works of authorship that consist of text and possibly integrated media (collectively, the “Writing”) that is copyrighted by you either through a formal process of copyright registration or through other means.
- WHEREAS, you own and control all existing intellectual property in the Writing.
- WHEREAS, you, subject to the terms and conditions contained herein, desire to grant MoonQuill a non-exclusive license to use the Writing on the Site, and MoonQuill desires a license to use the Writing on the Site.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, it is agreed by and between MoonQuill and you as follows:
- The foregoing Recitals are incorporated into this Agreement as if fully set forth herein.
- Grant of License. You hereby grant to MoonQuill a royalty bearing, license fee-free, nontransferable, sub-licensable worldwide, non-exclusive license to use the Writing on the Site for the Term as defined in Section 11. “Use” as used in this section includes, but shall not be limited to, displaying the Writing on the Site, advertising the Writing on the Site or on a social media site connected to the Site or MoonQuill, and making the Writing available for download by users of the Site.
- Payment to You. As consideration for the non-exclusive license granted to MoonQuill under this Agreement, MoonQuill shall pay you 50% of the net revenue (excepting download fees) generated by MoonQuill’s use of the Writing, plus 50% of download fees attributable to the Writing (“Payment”). “Net Revenue” as used in this Section 3, shall mean the net proceeds MoonQuill receives from third party advertising, and user subscription agreements, for its entire Site, minus the costs incurred by MoonQuill in [maintaining and operating the Site] the sum of which shall be calculated on a monthly basis on the last day of the month. “Use of the Writing” is measured by the number of views of the Writing by all subscribers.
For example, and solely as means of demonstration, if during one month the Site generates $10,000 of net revenue, 15,000 total Site views, and the Writing receives 100 of the total Site views and generates $50 in download fees, then you would receive $58.33 as payment for that month (50% x [$10,000 x (100/15,000)] + $50 = $58.33).
- How You are Paid. Payment to you is calculated on a monthly basis on the last day of the subsequent month to account for a one month delay in MoonQuill’s receipt of revenue (the “Payment Period”). Payment is delivered to you through either Paypal or direct deposit, which you control in your account settings, within fifteen (15) days following the Payment Period, provided that the Payment owed to you is equal to or exceeds $20.00 (the “Threshold Amount”) (For example, June’s payment shall be calculated at the end of July and remitted to you by August 15th if it exceeds $20.00). If the Payment does not meet the Threshold Amount, then the Payment will carry-over and added to the Payment in the next Payment Period until the Payment owed to you is equal to or exceeds $20. If this Agreement is terminated prior to the Payment equaling or exceeding the Threshold Amount, MoonQuill will remit Payment to you less the transfer transaction fees at the immediately succeeding Payment Period. In the event you have entered into multiple License Agreements with MooonQuill, whether exclusive or non-exclusive, MoonQuill shall sum all amounts owed to you under all the licensing agreements to determine whether you reached the Threshold Amount and shall deliver the amount owed as a single payment.
- MoonQuill shall not provide you a monthly accounting of the calculated Payment, except upon your written request. When an accounting is requested, MoonQuill shall have 10 days from the request to provide you the accounting. You may only request an accounting once during each twelve months of the Term hereof.
- Representations by Licensor. You, as licensor, represent and warrant that: (i) the Writing is an original work of authorship written solely by you, or that you have the licensed rights to that portion that is not your original work of authorship (including all artwork, photographs and illustrations contained therein, if any); (ii) you solely own the rights, or have licensed rights, to the Writing; (iii), you have not granted a third party the exclusive right to use the Writing; (iv) you have the authority to grant an exclusive license in the Writing; (v) you have not received any notice, and have no reason to believe, that the Writing, or any portions thereof, infringes the rights of any person or third party.
- Condition Precedent – Usable Format. This Agreement shall not become effective unless and until you provide the Writing to MoonQuill in a usable format as specified by MoonQuill, such that the Writing can be immediately displayed on the Site without editing, conversion, re-formatting or otherwise by MoonQuill. If any figures, illustrations or writing require modification or alteration for formatting purposes, MoonQuill shall notify you of the required changes and request your written consent to make them.
- Condition Precedent – Original Writing. This Agreement shall not become effective unless you are the author of the Writing, the Writing is an original work, and you have the sole right to grant a license to the Writing. If, during the term of this Agreement, MoonQuill learns that the Writing does not adhere to this Section 8, or that any of the representations in Section 6 are untrue, the Writing will be immediately removed from the Site and MoonQuill preserves the right to file a claim for Payments previously made to you as consideration for the Writing.
- Content Guidelines. The Writing is appropriate for the Site, correctly rated, and correctly categorized. Certain content is prohibited on the Site. The following is a non-exhaustive list of what is prohibited, but MoonQuill reserves the right to remove any Writing that MoonQuill deems inappropriate, at its sole discretion: Pornographic text or media, stories or media that contain sexual content with a person under the age of 16, stories encouraging or promoting non-consensual sex, stories or media that encourage or depict illegal sex acts, media of suicide, media not created by you or media that portrays a real person that is included without that person’s consent, and media which captures an illegal act. If you have any questions about what content is prohibited and you would like to make sure your Writing abides by this Section 9 prior to submitting it to the Site, please feel free to contact MoonQuill at firstname.lastname@example.org.
- Obligations of MoonQuill. MoonQuill shall not translate, adapt, modify, or create derivative works from the Writing, other than as stated in this Agreement. You shall have all the right, title, interest in and to all derivative works, translations, adaptions, or modifications of the Writing, unless you enter into a subsequent or contemporaneous agreement with MoonQuill for use of those derivative works. For clarity, MoonQuill may make the Writing available for download by users of the Site.
- This Agreement shall not apply to: (i) Writings governed under an Exclusive Licensing Agreement between MoonQuill and you, and (ii) Site internal forum or messaging.
- Term and Termination. This Agreement shall begin on the Effective Date and shall terminate on the twelve (12) month anniversary, and shall automatically renew for successive twelve (12) month periods. This Agreement shall be terminated immediately upon any of the following occurrences:
- MoonQuill learns of you creating multiple accounts where the multiple accounts have no material Site activity other than to provide additional views to the Writing;
- You remove the Writing from the Site;
- You enter into an Exclusive Licensing Agreement with MoonQuill or a third party for the Writing;
- MoonQuill becomes bankrupt or insolvent;
- The Site is no longer in service;
- A breach of any representation made in Section 6;
- MoonQuill’s receipt of any notice of purported copyright infringement relating to the Writing;
- The Writing does not comply with Section 9, Content Guidelines;
- MoonQuill deletes your account pursuant to the Terms of Service; or
- You delete your account.
- By entering into this Agreement, you are a licensor and not an employee, agent, joint venturer, or partner of MoonQuill. Accordingly MoonQuill shall not withhold from any royalty payment made hereunder any federal, state or local income, employment or other taxes, duties or assessments, all of which you shall be solely and exclusively responsible for.
- LIABILITY LIMITATION. MOONQUILL SHALL HAVE NO LIABILITY FOR ERRORS IN FORMATTING OR HOW THE WRITING IS DISPLAYED ON THE SITE. MOONQUILL SHALL HAVE NO LIABILITY FOR PUBLIC RESPONSE TO THE SITE OR PUBLIC USE OF THE WRITING, INCLUDING A THIRD PARTY’S PLAGIARISM OR INFRINGEMENT IN YOUR RIGHTS TO THE WRITING. MOONQUILL SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY YOU, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER.
- Right to Consult with an Attorney. You acknowledge that you have been informed in writing that this Agreement is a legal document in which he is waiving certain legal rights and agreeing to certain legal obligations. You acknowledge that he has read and understand the terms of this Agreement and that he has been advised by MoonQuill to consult with an attorney regarding this Agreement. You further acknowledge that you have had reasonable and sufficient time to review this Agreement with an attorney of your choice, and that you are voluntarily signing it without duress or coercion on the date indicated below.
- BINDING MEDIATION. Subject to Section 17, in the event of a dispute, claim, or controversy arising out of or related to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted may be resolved by alternative dispute resolution (a “dispute”), the parties hereto agree to confer and negotiate in good faith for ten (10) days. If the dispute cannot be resolved in ten (10) days, the dispute shall be referred to and determined by binding mediation in accordance with JAMS International Mediation Rules. The neutral decision maker shall consist of a single mediator chosen by the parties or through and chosen by JAMS. The place of mediation shall be Chicago, Illinois. Judgment upon the award rendered by the mediator may be entered in any court having jurisdiction thereof. Each party shall bear their own costs and expenses and shall share equally in the cost of the mediator. The JAMS forms and rules are available online at jamsadr.com.
- Notwithstanding Section 16, any dispute involving an allegation of intellectual property infringement or breach of confidentiality shall not be bound by Section 16 and such dispute shall only be submitted to a court of competent jurisdiction for resolution and subject to the venue set forth in Section 19.
- JURY WAIVER. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
- Governing Law; Venue. The parties acknowledge that this Agreement was drafted in Illinois. This Agreement will be governed by the laws of the State of Illinois without regard to conflicts of laws principles. Any actions brought pursuant to the terms of this Agreement, shall be brought in the state or federal courts sitting in Cook County, Illinois. You consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to you.
- Mutual Indemnification. MoonQuill hereby indemnifies and agrees to hold harmless you and your heirs and assigns (“Your Indemnified Parties”) from and against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs)(collectively “Losses”) that arise out of or relate to any negligent acts or omissions of MoonQuill, its employees and agents, in the performance of its obligations hereunder.. For the sake of clarity, MoonQuill shall not be responsible and shall not indemnify and hold harmless Your Indemnified Parties from any and all claims arising out of any misuse, misappropriation or plagiarism of the Writing from the Site or from a downloaded Writing by a third party, or in the event a third party otherwise impairs your use of the Writing. Moreover, under no circumstance shall MoonQuill, its successors and assigns, be liable to Your Indemnified Parties for any amount of lost profits. You, your heirs and assigns, hereby indemnify and agree to hold harmless MoonQuill and its owners, members, managers, employees, officers, and other affiliates (“MoonQuill Indemnified Parties”) from and against any and all Losses arising out of any claims by third parties of the Writing’s infringement or a breach of any material term of this Agreement.
- Entire Agreement and Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter contained herein. This Agreement may not be amended except by a written agreement executed by the Parties.
- Successors, and No Third Party Rights. Nothing expressed or referred to in this Agreement will be construed to give any person other than the Parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. The rights under this Agreement are personal to the parties hereto and may not be sublicensed, assigned, or transferred to any other person or entity without the other party’s prior written consent.
- Section Headings, Construction. The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect the construction or interpretation of this Agreement. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.
- This Agreement shall be executed by both parties hereto at the time you electronically enter your name, click the box to accept the terms of this Agreement and submit the form.
- Costs and Expenses. Each of the Parties shall be solely responsible for their respective costs and expenses, including attorney’s fees.
- Contacting MoonQuill. If you have any questions about this Agreement, such as Payment methods, accounting of Payments, content guidelines, etc., please feel free to contact MoonQuill at any time at email@example.com.
- Suspected Copyright Infringement. If you suspect someone has plagiarized the Writing, please contact us at firstname.lastname@example.org.