VOOKMAKER SERVICES AGREEMENT

This eBook Services Agreement is by and between by Vook, Inc. (“Vook”) and Proprietor (the “Proprietor”) whose particulars are set forth on the signature page to this agreement (the “Agreement”).

  1. Services. Subject to the terms and conditions set forth herein and on Statement of Work hereto, Vook shall provide Proprietor with the services set forth on Statement of Work (the "eBook Services"), for the creation of one or more eBooks (each a “Work” and, collectively, the “Works”) comprised of text, illustrations, photographs, video and audio elements provided by Proprietor to Vook (the “Content”).
  2. Term. The term of this Agreement shall commence upon execution and continue for the term set forth in Statement of Work (the “Term”). The Agreement will continue in full force and effect thereafter until terminated by either party.
  3. Responsibilities of the Parties
    1. Delivery. Proprietor will deliver the Content in the format and by the date specified in Statement of Work and in form, style and content acceptable to Vook.
    2. Content Conversion, Analysis and Account Creation. Following signing of this Agreement between Vook and Proprietor and Delivery of Proprietor Content, Vook will analyze the file types, decide on the best conversion solution, convert those assets into eBook ready file types and create an account in Vook’s proprietary platform for storage of Proprietor’s eBook project.
    3. Creation, Deliverables and Distribution. Vook will create eBook deliverables as specified in Statement of Work of this Agreement and deliver to Proprietor those deliverable assets specified in Statement of Work. If indicated in Statement of Work, Vook will distribute the Works through proprietary and third-party distribution channels including, but not limited to Amazon, Barnes & Noble, Apple’s iBooks, the Vook web store, and such other channels as the parties may determine from time to time, provided, however, the parties agree that Vook retains the right to withhold from distribution any Works that, in its sole discretion, it reasonably believes may infringe on the rights of any third party.
    4. Proprietor Approval. Any eBook Services requiring review by Proprietor must be approved or rejected by Proprietor within two weeks of receipt. If Proprietor does not provide Vook with an answer within two weeks, Vook has the option of automatically approving the eBook Service.
  4. Intellectual Property Rights.
    1. Proprietor hereby grants Vook all necessary rights to develop, produce, adapt, transmit, market and sell the Works in whole or in part in all languages throughout the world (with any territorial restrictions noted on Statement of Work). Vook is hereby granted the right to use portions of the Works for the purposes of advertising, marketing, and promotion of its proprietary ePublishing platform business.
    2. The parties acknowledge that a) the Proprietor is the copyright owner of the Work & Content; b) Vook will include the appropriate copyright notices as provided by the Proprietor.
    3. The parties agree and acknowledge that Vook retains all rights, title and interests to the software and methods used to create the Works, and Proprietor hereby acknowledges, Vook has all rights, title and interests worldwide in any and all inventions, discoveries, developments and innovations conceived by Vook during the term of this Agreement, which shall be the exclusive property of Vook.
  5. Representations and Warranties by Proprietor.
    1. Proprietor represents and warrants that it now owns (or has all requisite rights to use) the Content free of liens or encumbrances, and has full power to execute this Agreement. Proprietor further represents and warrants that the Content and the Works are original, and do not infringe the statutory copyright or common law literary rights of others, or violate the rights of privacy or libel other persons. In the event the Content or the Works contain copyrighted material owned by a third party, the Proprietor shall obtain written permission from the copyright owner to use the copyrighted material in the Content and the Works and shall promptly deliver such written permission to Vook.
  6. Indemnification of Vook by Proprietor.
    1. Proprietor hereby indemnifies and agrees to hold harmless Vook and its officers, agents, employees, directors, from and against any and all third-party claims, costs, expenses, losses and/or damages (including reasonable attorneys fees) related directly or indirectly to a breach of Proprietor’s representations and warranties set forth herein.
    2. In return, Vook hereby indemnifies and agrees to hold harmless Proprietor and its officers, agents, employees, directors, from and against any and all third-party claims, costs, expenses, losses and/or damages (including reasonable attorneys fees) related directly or indirectly to a breach of Vook's representations and warranties set forth herein.
  7. Consideration. Proprietor shall pay to Vook the amount set forth in Statement of Work.
  8. Accounting. If Vook distributes content as specified in Statement of Work, Vook will provide to Proprietor royalty payments approximately sixty (60) days of the close of each accounting cycle (quarterly - based on calendar quarter.)
  9. Termination. Either party may terminate this Agreement upon five (5) business days written notice to the other party, provided, however, that the fees paid by Proprietor to Vook set forth on Statement of Work are non-refundable.
  10. General.
    1. Assignment. Proprietor may not assign this Agreement without Vook’s prior written consent.
    2. Entire Understanding. This Agreement contains the entire understanding of Proprietor and Vook; there are no warranties other than those expressly stated in this Agreement. No waiver or modification of any provision of this Agreement will be valid unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall not be effected.
    3. Choice of Law. This Agreement shall be interpreted under the laws of the state of New York, and the parties submit to the exclusive jurisdiction of the courts of the state and federal courts located within New York, New York without regard to its choice-of-law rules. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
    4. Confidentiality. The parties agree that the terms of this Agreement are confidential in nature and shall not be made known to any third party unless required by law or agreed in writing by both parties in advance of any disclosure. The parties agree that disclosure to tax advisors, attorneys and other similar third parties will not be considered a violation of this Paragraph 10(d).
    5. Notices. Any notice to be given under this Agreement shall be delivered or sent by mail to the address of Proprietor set forth in this Agreement (or as otherwise notified from time to time hereunder), or, in the case of Vook, to accounting@vook.com, and such notices shall be deemed given upon receipt.