In terms of Information Technology statutes, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures.
WHEREAS the Company owns the domain name www.mangkaracomics.com
and is, inter alia, engaged in the business of, e-commerce and allied activities, it lists and sells comic content belonging to various categories including but not limited to Books, Poems, Stories, Articles and Magazines;
WHEREAS the term ‘Author’ shall mean and refer to any User who writes and publishes any content including but not limited to Comics, on the Website.
WHEREAS the Company wishes to enter into an agreement with the Author and has offered to list the Author’s Work through the Company’s Website;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, THE PARTIES SET FORTH THEIR UNDERSTANDING AS FOLLOWS:
Terms & Conditions
- SERVICES; WORK.
Subject to the terms and conditions set forth herein, the Author to provide professional freelance literary and comics works (“Work”).
Author shall submit the completed Work in written form in format reasonably acceptable to Firm. Subject to the terms set forth herein, including section 3 below, the manner and method of producing the Work is solely at the discretion of Author as long as they comply with Firm requirements, which shall be described in Annexure A or may be communicated in writing to Author (e-mail is acceptable).
- OBLIGATIONS AND WARRANTIES OF AUTHOR.
- Upon submitting the Work to the Firm, Author represents and warrants that the Work (or any part of it):
- is plagiarism-free and original (is not owned by any third party fully or partially and does not contain any previously produced text, “copy-pasting”);
- contains full and absolutely correct references to third-party authors;
- contains quotations of texts by third-party authors that are no longer than one (1) sentence or fifteen (15) words per each quote, and not exceeding 15% of the total Work text, with obligatory indication of page or paragraph of cited source;
- complies with all requirements provided by the Firm (formatting style is considered a requirement) in Annexure A;
- has not been obtained by unlawful means;
- has not been previously published in any manner or medium, specifically including but not limited to, print or electronic means.
- The Work must conform to general readability standards as determined by the Firm. Author acknowledges and represents that if the Work fails to conform to the general readability standards, the Firm has the sole right to request immediate revision of Work, deny payment, and/or cancel this Agreement. If the Work is deemed inappropriate by the Firm at the time of submission or publication, either for content or other reasons, the Firm has the sole right to request immediate revision of Work, deny payment, and/or refuse to use any portion of the Work in any publication related to the business of Firm or otherwise.
- The Author shall acknowledge that the firm shall only provide a platform for the author to display his work of art, and does not, in any manner, cash or kind, agree to pay the author any monetary benefit.
- The completeness of the Services and work product shall be determined by the Firm in its sole discretion, and the Author agrees to make all revisions, additions, deletions or alterations as requested by the Firm.
- The Author hereby indemnifies and holds the Firm harmless from any claims, penalties, losses, costs, liabilities, injuries or damages suffered by the Firm arising out of the Author’s failure with respect to its obligations under this clause.
The Firm, on request may furnish the Author with necessary materials needed to complete the Work described herein. Such materials may include, but are not limited to, podcast files, articles, training documents, Firm’s products, passwords/logins, marketing collateral, feedback and guidance on what the Firm’s objectives are, and other materials.
- OWNERSHIP AND ASSIGNMENT.
- The Parties agree that the Author shall have complete and sole ownership over the work product or Services performed by the Author under this Agreement. The Author may also assign the rights and liabilities of the Work to the Company.
- All materials, including without limitation any ideas, concepts or notes including all alterations thereof, which are developed in the process of performing the Services, or relate to the Services and Confidential Information (defined below) or any of the above are the property of Firm, and shall be returned by Author to the Firm promptly at the Firm’s request together with any copies thereof.
- The Author hereby assigns and agrees to assign to the Firm, with or without royalty or any other consideration except as expressly set forth herein, all worldwide right, title and interest that the Author may have or acquire in and to the Firm, its successors, assignees, or nominees, the Receiving Party’s right, title and interest, if any, in any patents, trade secrets, trademarks, copyrights, or other intellectual property rights or proprietary information embodied in or relating to Author’s work under this Agreement.
- At the Firm’s request, the Author hereby agrees to cooperate with the Firm and do all such actions and execute any documents necessary to give effect to the provisions of this section.
- RELATIONSHIP OF THE PARTIES.
- The Author and Author Personnel shall, at all times, remain independent contractors and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
- The Author may not act as agent for, or on behalf of, the Firm, or to represent the Firm, or bind the Firm in any manner.
- Neither the Author, nor any of the Author Personnel, shall be entitled to any benefits accorded to any employees of the Firm or other benefits generally granted to employees including but not limited to insurance, vacation, retirement benefits and sick pay.
- Payments shall be collected by
the Company form the Users of its Website, while acting as an agent of the Author with the sole intent of facilitating the transactions of the Vendor.
- Confidential Information:
- The Firm owns and may develop, compile and own certain proprietary techniques, trade secrets, and confidential information, which are very valuable to the Firm (collectively, “Confidential Information”). The Firm may disclose Firm Information to Author during the Author’s performance of the Services.
- Confidential Information is any information relating to the Firm that is not accessible by the general public and includes not only information disclosed by Firm, but also information developed or learned by Author during Author’s performance of the Services. Firm Information is to be broadly defined and includes all information, which has or could have commercial value or other utility in the business that the Firm is or may be engaged in and the unauthorized disclosure of which could be detrimental to the interests of Firm, whether or not such information is identified by Firm.
- Confidential Information includes, but is not limited to, details of customers and business contacts, developments, designs, inventions, software, techniques, know-how, data, marketing, sales or other business information, scripts, costs and resources, tools used; and all derivatives or improvements to any of the above.
- Non- disclosure and Protection: The Author agrees that at all times during or subsequent to the performance of the Services, the Author will keep confidential and not disclose or cause to be disclosed, publish, disseminate or otherwise make available or use Confidential Information, except for the Author’s own use during the Term of this Agreement and only to the extent necessary to perform the Services. The Author shall not remove or cause to removed tangible embodiments of, or electronic files containing, Confidential Information from the Firm, without prior written approval of the Firm.
- TERM AND TERMINATION.
- Term: This Agreement shall take effect immediately from the Effective Date and continue to remain in full force and effect until and unless terminated earlier in accordance with this Agreement.
- Termination: Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party’s performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.
Author agrees to hold Firm harmless for any such damages that may arise from Author’s work product. In no event shall the Firm be liable for any direct, indirect, punitive, incidental, special consequential damages whatsoever arising out of or connected with the use or misuse of the Author’s work product. The Firm assumes no responsibility for any special, incidental, indirect, or consequential damages of any kind, or any damages whatsoever (including without limitation, those resulting from her work product or from: (a) use reliance on the materials or documents produced (b) costs of replacement writings, training, or documents (c) loss of use, data, or profits (d) delays or business interruptions, (e) and any theory of liability, arising out of or in connection with the use or performance of Author’s work whether or not Author has been advised of the possibility of such damages.
The Company is not liable for any infringement of trademark or copyright arising out of Work posted on or transmitted through the Website, or items advertised on the Website, by end users or any other third parties. If any violations are found, the Company disclaims all liability in this regard.
Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts. Further, the Firm shall not be liable in any manner if the Author makes use of pirated and unauthentic software, pirated sounds, pirated images or pirated 3D assets, without the permission of the original creator.
- Entire Agreement: This Agreement, and any appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
- Amendments and Assignment: This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable). This Agreement shall not be assigned by either party without the express, written consent of the other party
- Severability: If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
- No Waiver: A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
- Dispute Resolution, Governing Law and Jurisdiction: i) The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally. In the event that mediation fails, any claim arising out of or relating to this Agreement shall be settled by Arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. All hearings will be held in Shillong, Meghalaya and shall be conducted in English. The parties shall each appoint an arbitrator who shall then appoint a sole arbitrator to preside over the Arbitration proceedings. ii) This Agreement shall be governed by and construed in accordance with the laws of India. The adjudication of any dispute will be the exclusive jurisdiction of the courts of Shillong, Meghalaya.
- Time: The Author agrees that time is of the essence in this Agreement.
- Notice: Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier or emailed to the address set forth above or annexed as Annexure – B. Such communications shall be effective when the addressee receives them.
- Headings: The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
The Parties have read and understood all the terms herein and are voluntarily, free of any coercion, signing this Agreement on the date stated in the introductory clause.
September 7, 2016