This Publisher Agreement (“Agreement”) constitutes a legal agreement between (i) you (“you” or the “Publisher”) and (ii) Media365 Inc., a company registered and operating in USA, with its registered address at: 11772 Sorrento Valley Road, Suite 260, San Diego, CА 92121 (“Media365”).

Media365 is a service provider that provides facilities for literary works ("eBooks") to be placed and made available on the online service operated by Media365, located at https://media365.com or any successor website and the Media365 Book Reader mobile applications ( “Media365 Service”).

With the help of Media365, registered users are able to access eBooks, create their own libraries of eBooks and rate and review eBooks that they have read.

Media365 makes it possible for a publisher or other rights owners to make eBooks available on the Media365 Service by uploading them to https://www.media365.com/portal/catalog (the “Publisher Service”).

Publisher is the rights holder and/or author of certain eBooks, which Publisher uploads to the Publisher Service, after accepting this Agreement.

1. Subject Matter of the Agreement
   
   1.1. The Publisher grants Media365 the right to use the eBooks on the Media365 Service on the terms of, and subject to the conditions of, this Agreement and for a royalty specified therein.
   
   1.2. Any eBook for which the Publisher grants rights hereunder shall be uploaded by the Publisher to the Publisher Service after the acceptance of this Agreement by the Publisher.
   
   
2. License to Electronically Publish and Distribute
   
   2.1. The Publisher grants Media365 a non-exclusive, worldwide license to use the eBooks as part of the Media365 Service in any of the following ways during the period when the Publisher’s copyrights to such eBooks subsist under applicable law:
   • reproducing the eBooks, i.e., preparing one or more copies of such eBooks or a part thereof (without limitation as to the number of copies) in the form of an electronic copy made available on the Media365 Service;
   • making the eBooks available to the general public, so that any person is able to access such eBooks from any place and at any time of his or her choice (availability to the general public), including provision of access to such eBooks via data transmission networks or the Internet, including but not limited to the website and Media365 applications on which the Media365 Service is available;
   • adding the eBooks to a library, which may be an account of a Media365 user or Media365’s catalog available on the Media365 Service;
   
   2.2. In addition to the rights listed in clause 2.1 hereof, the Publisher grants Media365 the right to review and arrange any eBooks without making changes to the text thereof.
   
   2.3. Media365 does not own the eBooks and is not responsible for editing the eBooks and has no editorial control over the eBooks. Media365 retains all digital property and ownership related to all completed production data and files.
   
   
3. License to the Information about the Publisher and Excerpts of the eBooks
   
   3.1. The Publisher also grants to Media365 and its vendors and affiliates the right to use, display, promote, market, distribute, exhibit, and make excerpts from the eBooks or from information regarding the Publisher or the eBooks, in electronic format. The Publisher agrees to promptly provide any information requested by Media365 for publicity purposes, including reviews, photos, summaries, etc. The Publisher also agrees that Media365 has the right to use the Publisher’s name and likeness for any and all promotional purposes during the term of this Agreement.
   
   
4. Reservation of Rights
   
   4.1. All rights not expressly granted to Media365 are reserved to the Publisher.
   
   
5. Term and Termination
   
   5.1. The licenses granted in Sections 2 and 3 above shall extend until terminated by the Publisher or Media365 in accordance with this Agreement. The Publisher or Media365 may terminate this Agreement by giving the other party written notice transmitted via email. Media365 also reserves the right to terminate this Agreement and to discontinue publication of the eBooks at any time, effective upon forwarding written notice to the Publisher, if, in Media365’s judgment, the eBooks may subject Media365 to the risk of litigation or other adverse commercial consequences. Upon termination of this Agreement, neither party will have any further obligations to the other, except that the Publisher’s warranties and indemnities set forth in Sections 9 and 10 shall survive the termination of this Agreement and Media365 shall pay any accrued royalties due to the Publisher within sixty (60) business days of the end of the calendar month during which Media365 stops using the eBooks in accordance with clause 2.1 of this Agreement.
   
   
6. Royalties and Payments
   
   6.1. Media365 does not guarantee any revenue or any amount of revenue for the eBooks.
   
   6.2. Unless otherwise agreed between Publisher and Media365, Media365 will pay royalties to the Publisher, based the following, with respect to such accounting period (as recorded in clause 6.3.):
   • 50% of the revenue from the ads displayed to End Users while they are consuming the Publisher's eBooks via the Media365 Service.
   and
   • 50% of End User Subscriptions * (Publisher's eBooks finished / Total eBooks finished)
   1. “Publisher's eBooks finished” means the number of eBooks published on the Media365 Service by Publisher that have been consumed by each paying End User via the Media365 Service. An eBook is deemed finished after a paying End User consumes at least 51% of the content of the eBook.
   2. “Total eBooks finished” means the number of eBooks consumed by each paying End User via the Media365 Service from all Publishers.
   3. “End User Subscriptions” means Media365’s Revenues which are received during a specific accounting period to Media365’s settlement account from End Users, less an amount paid to payment systems or intermediaries by End Users and less any applicable value added tax (VAT). The price of such Subscriptions to be determined by Media365 at its discretion. Media365 reserves the right to change the price of a Subscription at any time.
   
   6.3. The accounting period for the purposes of this Agreement shall be one (1) calendar month.
   
   6.4. The amount of royalties payable for an accounting period shall be determined using the statistics on the use of the eBooks provided by Media365 under Section 7 hereof.
   
   6.5. The royalties for any accounting period shall be paid to the Publisher provided that the amount exceeds one hundred U.S. dollars ($100.00) (“Minimum Amount”). If the royalties are less than such amount, Media365 shall pay the royalties to the Publisher upon expiration of the accounting period in which the outstanding royalties first exceed the Minimum Amount. The Parties agree that such payment mechanism does not constitute a breach of the payment terms of late payment and Media365 shall not be subject to any late payment liability or interest thereof.
   
   6.6. Any royalties payable for an accounting period shall be paid in U.S. dollars by transfer to the Publisher’s PayPal account or bank account specified in the Publisher’s Publisher Service account and shall be paid within sixty (60) business days after such accounting period.
   
   6.7. If the Publisher chooses bank transfers, instead of PayPal payments, then the bank fees and costs for the wire transfer will be deducted from the Publisher's royalties to be paid.
   
   
7. Reports
   
   7.1. Media365 shall provide the Publisher with statistics on the use of the eBooks during any accounting period, including the number book downloads, number of books read and the generated revenue. The revenue statistics shall be made available on the Media365 Service within forty-five (45) days after such accounting period.
   
   7.2. Reports on the use of the eBooks shall provide a basis for the determination of any payment in accordance with Section 6 hereof.
   
   
8. Submission Guidelines and Acceptance
   
   8.1. The Publisher shall provide the eBooks to Media365 by uploading them as EPUB or PDF files to the Publisher Service. The Publisher agrees not to use any third-party copyrighted material in either the eBooks (including illustrations, if any) or the eBooks' cover. The Publisher shall follow all the submissions procedures as set forth on the Publisher Service website.
   
   8.2. Media365 will review whether the eBooks are compatible with the technical requirements of the Media365 Service. However, the review of copyright for each eBook, as well as eBook’s compliance with applicable laws is technically impossible. Therefore, the Publisher shall be fully liable for any risks related to the publishing of the eBooks.
   
   8.3. Media365 reserves the right, at its sole discretion, not to accept a submission of any eBook upon receipt, and/or to discontinue its publication unilaterally without compensation, except for payments to the Publisher properly accrued pursuant to this Agreement.
   
   
9. Publisher’s Warranties
   
   9.1. The Publisher represents and warrants the following to Media365:
   • the Publisher is the legal copyright holder of all submitted eBooks, or is the joint author of the eBooks and the joint owner of the copyright of the with the other co-author(s) specified in the eBooks published by the Publisher.
   • the Publisher either is the legal copyright holder of any associated cover or interior graphics supplied for the eBooks, or has secured written permission (which Media365 has the right to demand as a condition of making the eBooks available through the Media365 Service, and which the Publisher shall furnish to Media365 together with any required third-party credits at the time of submitting the eBooks hereunder) to use the same in the eBooks and the Publisher has full power, authority and right to enter into this Agreement and to grant the rights herein granted.
   • this Agreement does not conflict with any arrangements, understandings, or agreements between the Publisher and any other person or entity;
   • the eBooks are entirely original except for portions thereof for which legally effective written licenses or permissions have been secured;
   • the eBooks and all rights therein are free of liens, claims, interests or rights of others of any kind;
   • the eBooks as submitted, and its publication through the Media365 Service, do not and will not violate or infringe upon any personal or proprietary rights, including, without limitation, copyrights, trademark rights, trade secret rights, contract rights, privacy rights, or publicity rights of any other persons;
   • the eBooks are not defamatory or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in the eBooks are not and will not be injurious to any reader, user, or any third person; and
   • all information in the Publisher’s account and the eBook details is accurate.
   
   9.2. If Media365 receives notification from a third party that indicates the Publisher is in breach of any of the foregoing representations or warranties, or has other reasons to believe making the eBooks available on Media365 Service may lead to negative consequences for Media365, Media365 may take down or remove the applicable eBook or all the eBooks of the Publisher from the Media365 Service while Media365 is investigating the validity of the claim. If Media365 determines, at its sole discretion, that the Publisher has breached any of the foregoing representations or warranties, then Media365 may terminate this Agreement in accordance with Section 5 and seek any legal remedy that may be available.
   
   
10. Indemnification
    
    10.1. The Publisher agrees to indemnify and hold harmless Media365, its Affiliates, vendors and any seller of the eBooks from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements, or expenses (including without limitation, reasonable attorneys’ fees and court costs) arising from, connected with, or by reason of any breach or alleged breach of any of the representations and warranties set forth in Section 9 above. All representations, warranties and indemnities made by the Publisher herein shall survive termination of this Agreement. In defending any such claim, action or proceeding, Media365 shall have the right to defend with attorneys of its own selection and to settle the same and the Publisher shall fully cooperate in the defense thereof.
    
    
11. Limitation of Liability
    
    11.1. Media365 is not and will not be liable to the Publisher or any other person/entity for lost profits or revenues due to, relating to or in connection with the submission of the eBooks. Media365 is not and will not be liable to the Publisher for any misplacement or loss of the eBooks for any reason. It is the Publisher’s responsibility to retain complete records and copies of all materials/files relating to the eBooks pre and post publication. Media365 will not be held responsible for errors in the eBooks or electronic publication thereof, including, but not limited to, spelling errors, grammar, punctuation, style, page numbering, corrupted files, computer formatting errors, and missing fonts.
    
    11.2. In case Media365 received any claims regarding the eBooks, Media365 will inform the Publisher accordingly. Media365 is entitled to disclose information concerning acquisition of license to use the respective eBooks based on this Agreement, as well as the name and contact information of the Publisher, to the third parties, further to such third parties’ claims. The parties agree that such disclosure is necessary and that it does not constitute a breach of confidentiality obligations hereunder, as well as applicable legislation on confidentiality.
    
    
12. Notices
    
    12.1. All notices must be given in writing and sent by email or overnight courier (e.g., FedEx, UPS, Airborne Express, CSE or DHL) to the Publisher’s address or to Media365’s address or email displayed at the Media365 Service on the date of the notice. Email notices will be deemed given on the date of transmission, provided that for email notices the party giving the notice maintains evidence showing the successful transmission. Notices sent by overnight courier shall be deemed given two (2) days after the date of delivery to the courier. Notwithstanding the foregoing, email notices may not be used for matters related to dispute resolution.
    
    
13. Amendments
    
    13.1. Media365 may amend this Agreement, including but not limited to the amendments to royalty payment structure and timing, at any time with thirty (30) days written notice to the Publisher. Such notice may be made to the Publisher via email or postal mail. The Publisher will be deemed to have accepted and agreed to these amendments unless the Publisher submits a written request to terminate this Agreement via written notice to Media365 within thirty (30) days of the notice of the amendments, which shall be the Publisher’s sole and exclusive remedy in the event of the Publisher’s disagreement with the amendments. Except as set forth herein, no modification, amendment, or waiver shall be valid or binding unless made in writing and signed by all parties hereto.
    
    
14. Choice of Law and General Provisions
    
    14.1. This Agreement shall be construed in accordance with and governed by the laws of USA as a contract fully executed, without regard to conflict of laws rules that would direct application of law of another jurisdiction, and shall be binding upon the heirs, successors, executors, administrators and assigns of the Publisher and upon the successors and assigns of Media365.
    
    14.2. Any assignment by the Publisher of its rights and obligations hereunder without Media365’s prior written consent shall be null and void. Media365 may assign this Agreement.
    
    14.3. If any term or provision of this Agreement is illegal or unenforceable, then, nonetheless, this Agreement shall remain in full force and effect and such term or provision shall be deemed deleted or curtailed only to such extent as is necessary to make it legal or enforceable.
    
    
15. Dispute Resolution The following procedures shall be adhered to in all disputes that arise under this Agreement:
    
    15.1. The claimant must notify the other party in writing of the nature of the dispute with as much detail as possible about the deficient performance of that party. The parties shall meet, in person or by telephone, within thirty (30) days of the date of the written notification to reach an agreement about the nature of the deficiency and the corrective action to be taken. If the parties are unable to agree on corrective action within thirty (30) days after such first written notification, the matter may be referred to the competent court.
    
    15.2. Except as set forth in this Section 15, any and all disputes, controversies or claims (that cannot be otherwise resolved between the parties) arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be settled by the courts of USA. Each party hereby waives any right that it may have to assert that such forum is not convenient.
    
    15.3. The court’s decision shall be final except as otherwise provided by applicable law. The decision may be alternatively or cumulatively for monetary damages, an order requiring the performance of non-monetary obligations (including specific performance) or any other appropriate order or remedy, including without limitation, injunction and specific performance. The court may issue interim awards and order any provisional measures which should be taken to preserve the respective rights of either party. The cost of the court proceeding shall be shared equally by the parties. Each party shall be solely responsible for paying its own attorneys’ fees and other fees incurred in connection with participating in the court proceeding.
    
    15.4. The parties agree that either party may take any action necessary to protect itself against irreparable harm caused by the other party’s breach of this Agreement, where the amount of harm may be difficult or impossible to ascertain or where money damages would not be a sufficient remedy, without resorting to dispute resolution. Such actions shall not, in and of itself, constitute a breach of this Agreement.