This sets forth the terms of the agreement between Akiddie Nig Ltd (“Akiddie”) and (“You”) regarding your writing/creating contents for Akiddie’s e-library of African themed children’s books, (“Agreement”)
Subject to the conditions herein, Akiddie will publish on its online forum (“Mobile Application”), content that You agree to provide from time to time (content provided by You, the “Works”)
2 Consideration/Grant of Rights/License
In consideration of Akiddie publishing the Works, You hereby grant Akiddie the following non-exclusive, royalty-free and worldwide rights and license in and to each of the Works:
The right to reproduce, publish, distribute, display and create derivative works (including translations and advertisements) of any of the Works, in whole or in any part, on or in connection with the Mobile Application or otherwise.
The right to use your name, likeness or biography and to publish information about You in connection with any of the foregoing rights and uses.
All of the foregoing rights extend to any use of any of the Works in any and all media or format, whether now known or as may hereafter be created, including, but not limited to, all print, other hard copy, digital or electronic media, internet, or wireless or mobile platforms.
3 Limited Exclusivity Period; Attribution
You will not, and You will not permit any third party to, publish any Work in any media or format for a period of not less than three (3) months from date on which such Work is first published on the Mobile Application. After such period, if You publish, or any third party authorized by You publishes, the Work, You shall, and You shall ensure that such third party shall, credit the first publication of the Work substantially as first published on the Mobile Application.
4 Ownership of Intellectual Property Rights
Subject to the rights granted to Akiddie pursuant to Section 2, You own and retain all intellectual property rights in any and all Works.
5 Representations and Warranties; Covenants; Indemnification; Conflict of Interest
You represent and warrant that: (i) You have the full right and authority to enter into this Agreement, (ii) You are or a co-author of each Work, (iii) the Work is or will be your own original work, (iv) the Work does not and will not plagiarize another’s work, (v) the Work has not, prior to publication on the Mobile Application, previously been published by You or any other person in any form, (vi) the Work has not been assigned, pledged or otherwise encumbered by You or any other person, (vii) the Work contains no intellectual property owned by any third party or, if it does, You have cleared, at your expense, all rights to use such intellectual property in the Work for all of the purposes and rights granted pursuant to Section 2, (viii) the Work does not contain any libellous, obscene or untrue statements or any material that is deceptive, fraudulent or intentionally misleading or that invades any right of privacy or personal right of any person, (ix) the Work must align with values suitable for children and must not implicitly or explicitly be racist, sexist, graphic violence, drug usage, explicit word usage, promote unlawful violence, facilitates illegal activities, depicts sexual explicit images and other form of content not suitable for children, (x) the Work and Akiddie’s use of it in accordance with this Agreement does not infringe upon, violate or misappropriate any intellectual property right of any third party or any applicable law or regulation, and (xi) all statements in the Work that are asserted as facts are true or based upon research that would reasonably support its accuracy. In the event of a breach of any of the above clause by You, Akiddie reserves the right to terminate your contract and disable your access to the Mobile Application or remove from the Mobile Application any Work that is in breach of the guidelines and in such circumstances no compensation will be payable to You.
You shall retain all notes, drafts and copies relating to a Work for three (3) years from the date on which You provide the Work to the Mobile Application.
Prior to submitting a Work to the Mobile Application, You shall disclose to Akiddie in writing any actual or potential conflict of interest, including, but not limited to, any activities, sponsors, affiliation or interest, financial, political or otherwise, in any product, service, firm, or commercial venture relating to the subject of the Work or any professional, business, political or personal relationship (family or otherwise) with any person mentioned in the Work or to which the Work refers. The Works shall not directly or impliedly endorse any political candidates or political positions.
Except with the prior written consent of Akiddie, You will not refer to your association with Akiddie in connection with any promotion or identification of yourself publicly (other than in connection with a Work published on the Mobile Application), including in any speaking engagements, public appearances, interviews or any other publication. In no event will You use your association with Akiddie to solicit or accept any services, products or gifts.
You agree to defend, indemnify, and hold harmless Akiddie, and its directors, officers, employees, licensees and agents, against any third-party claim, liability, damages, cost or expense, including reasonable attorneys’ fees, arising out of any breach or alleged breach by You of any provision of this Agreement.
6 Payment and Payment Terms
Fees: In relation to each of your Work available to users on the Mobile Application, You will pay a commission of 25% to Akiddie from the subscription fee paid by the user for accessing the Work while the remining 75% of the subscription fee paid by user shall be paid to You monthly.
Payment Terms: Akiddie will initiate payments to You within thirty (30) days following the end of the prior month. Payment shall be made by company cheque, bank transfer or other payment solution providers. The cost of payment processing as may be charged by the payment provider will be borne by You.
Payment Sharing: In the instance where the Work submitted by You has Akiddie’s input with respect to content idea, illustrations designing, graphics arrangement, writing or any other creative contribution, the sharing ratio of the pay out on such Work shall be split equally between You and Akiddie.
Taxes: Each party shall bear their own tax liabilities arising in connection from the provision of any service as anticipated by this Agreement.
7 Right not to Publish and to Edit
Notwithstanding any other provision of this Agreement, Akiddie, in its sole discretion and for any reason, may choose not to publish any Work or may, at any time, remove, withdraw, postpone the publication of or edit the Work, whether in whole or in part.
8 Relationship of the Parties
Nothing herein shall be construed to create an employer-employee, partnership or agency relationship between Akiddie and You. You are an independent contractor and not an employee, partner or agent of Akiddie.
9 Term and Termination
This Agreement shall remain in effect from the date on which You execute it below until terminated by either party upon written notice. Sections 2, 4, 5, 9, and 11 shall survive the termination of this Agreement.
This Agreement contains the entire understanding between Akiddie and You and may not be modified, waived, assigned or discharged except expressly and in a writing signed by both parties. Any assignment of this Agreement in violation of this provision shall be null and void.
This Agreement shall be governed by the laws of the Nigeria without giving effect to any conflict of laws principles thereof. You agree to bring any disputes arising out of this Agreement exclusively in the High Court of Lagos State. You consent to the exercise of personal jurisdiction by, and to venue in, any such courts. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. This Agreement supersedes any prior agreement, written or oral, between Akiddie and You pertaining to the subject matter hereof.
12 Electronic Signature
This Agreement may be executed via electronic transmission with the same effect as if executed on a document and as if the signature was an original.