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Publishing Agreement
This document was last updated on Tuesday, August 31, 2021.
This document is a Publishing Agreement that allows FREE use of
MyYearbookBuilder.com to build an Odyssey Interactive eYearbook; Customer
will ONLY incur cost if he/she elects to purchase the final production. Once
this request has been accepted by Odyssey Interactive (hereinafter the
“COMPANY”), this Agreement becomes a binding contract between COMPANY and
the Customer named in this agreement. Any changes to this Agreement must be
approved by both parties and be made in writing, which may result in changes
to the final purchase price and order delivery date, if the customer elects
to purchase copies of the final production.
The COMPANY will provide the Customer with materials and instructions for
submitting publication specifications and other related information to the
COMPANY. The Customer agrees to submit such information, including all
materials, in a timely manner and in accordance with the COMPANY’S
instructions and specifications.
INDEMNIFICATION; LICENSE: The COMPANY reserves the right to refuse to
publish material submitted by the Customer for any reason including material
which may reasonably be believed to violate patent, trademark, copyright,
license or other proprietary rights or be of harassing, offensive or
pornographic nature. The Customer agrees to indemnify and hold COMPANY
harmless to the fullest extend permitted by law from any and all damages of
every kind and character (including reasonable attorney fees) arising out of
claims, defenses, demands, actions or proceedings that may be asserted or
brought against the COMPANY by parents, students or any third party on the
grounds that the publication violates a trademark, copyright, license or
other proprietary right or interest or that it contains material giving rise
to an action for defamation, negligence, intentional infliction of emotional
distress, invades a person’s right to privacy or in any way occurs incident
to, arises out of, or in connection with this Agreement. The Customer
represents and warrants to the COMPANY that the Customer has the
unconditional and unfettered right to reproduce all of the contents therein
and the COMPANY is hereby authorized to reproduce for and on behalf of the
undersigned all of the contents provided hereunder. The Customer further
warrants that said contents comply with all state and federal laws,
including copyright, trademark and trade name, and that any and all
appropriate licenses have been obtained were applicable.
The COMPANY shall have the right and license to use reproductions of
Customer’s cover design and production material in any commercial activity
for legitimate business purposes including its sales, marketing (including
Web Sites), promotional literature and demo samples without compensation to,
or obtaining additional consent from, parents, students or the Customer.
Further, the COMPANY shall have the right and license to reproduce all or
part of the Customer’s yearbook at any time in the future and offer it for
sale, all without further compensation to or obtaining additional consent
from parents, students or Customer. Customer shall take such steps to assure
such rights to the COMPANY.
The Customer understands and agrees that all graphic artworks, websites,
production software, programs and specific yearbook templates (both standard
templates and individually customized templates), including those for which
a charge has been made, remain property of the COMPANY. This provision shall
survive the termination or expiration of this Agreement.
Odyssey Interactive Direct Sales Program: If the Customer elects to
participate in the COMPANY’S Direct Sales Program, the Customer acknowledges
and agrees that the COMPANY or other third party will act on behalf of the
Customer to bill students for yearbooks and collect payment from them. Where
appropriate, the COMPANY will charge yearbook purchasers applicable sales
taxes and transfer collected taxes to the taxing authority on behalf of the
Customer. The Customer acknowledges it has been given materials and
understands the Direct Sales Program, and the billing process under that
program.
Odyssey Interactive Yearbook Investment Program: The COMPANY’S Yearbook
Investment Program is a program designed to put your school's yearbook money
to work. The COMPANY pays interest on every dollar a school pays above the
required deposit received before November 15th. The earned interest is
deposited directly to your yearbook account, reducing the overall yearbook
cost. You'll receive notification in the fall stating the current savings
account interest rate.
If the Customer elects to participate in the COMPANY’S Yearbook Investment
Program, the Customer acknowledges and agrees that the COMPANY will act on
behalf of the Customer to invest yearbook proceeds into an interest-bearing
savings account or equivalent interest-bearing vehicle. The Yearbook
Investment Program requires a minimum balance of $5,000.00 in excess of the
required deposit to open an account. Interest rates are fixed for the length
of the current publication; however, interest rates are subject to change
from year to year. The Customer acknowledges it has been given materials and
understands the Yearbook Investment Program, and the investing process under
that program.
SHIPMENT will be made according to the terms of the Delivery Schedule
established between the parties, provided that the Customer sends all
materials conforming to specification and on-time according to the Delivery
Schedule. The Customer acknowledges that additional charges may apply for
late or non-conforming submissions, if the Customer elects to purchase the
final production. Risk of loss for all shipments is F.O.B. Odyssey Interactive’s production plant. Due to the replication process involved,
there may be a limited number of copies of the yearbook produced in excess
of the Customer’s specified order. The COMPANY may ship the excess yearbooks
to Customer. The Customer may elect to keep such overages or simply return
them to the COMPANY for credit. Customer will be responsible for the cost of
the excess copies retained at the rate set forth in the pricing schedule.
THE COMPANY shall not be liable for delays or losses caused by strikes,
accidents, government restrictions, acts of God or other causes beyond its
reasonable control, and such delays shall not constitute a breach of
contract.
The COMPANY will perform the work in a good and workmanlike manner. EXCEPT
AS EXPRESSLY PROVIDED HEREIN, THE COMPANY MAKES NO OTHER EXPRESSED OR
IMPLIED WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOFTWARE IS INHERENTLY COMPLEX
AND MAY NOT BE COMPLETELY FREE OF ERRORS, YOU ARE ADVISED TO VERIFY YOUR
WORK. IN NO EVENT WILL THE COMPANY BE LIABLE FOR DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST
PROFITS OR BUSINESS INTERRUPTION, HOWEVER FORESEEABLE, ARISING OUT OF THIS
AGREEMENT, THE WORK PERFORMED HEREUNDER, THE SERVICES PROVIDED OR THE
PRODUCT PRODUCED HEREUNDER. THE LIABILITY OF THE COMPANY, IF ANY, FOR CLAIMS
RELATING TO ANY DEFICIENT OR DEFECTIVE SERVICE OR PRODUCT PRODUCED HEREUNDER
SHALL BE LIMITED TO THE ACTUAL FEE PAYABLE TO THE COMPANY FOR THE DEFICIENT
OR DEFECTIVE SERVICE OR PRODUCT HEREUNDER. THE COMPANY SHALL NOT BE LIABLE
FOR TYPOGRAPHICAL ERRORS, MISSPELLINGS OR OTHER DEVIATIONS OR ERRORS.
This Agreement represents the entire agreement between the parties. In the
event that after the date hereof Customer submits purchase orders or other
written instructions that contain any terms or conditions, such terms and
conditions shall be of no force and effect. This Agreement may not be
amended except in a written document signed by both parties.
Nothing herein contained shall in any way constitute a partnership between,
or joint venture by, any of the parties hereto.
THE PERSON signing this Agreement represents that he/she has the ability and
authority to execute this agreement on behalf of the Customer. The Customer
understands that this is a binding Agreement between the parties hereto and
represents that it has all necessary power and authority to execute this
Agreement.
PAYMENT TERMS: The use of MyYearbookBuilder.com is free of charge; however
no final product is either promised or delivered to the Customer. The
customer is charged if he/she elects to order final copies of his/her
school’s production. The Customer agrees to pay a negotiable deposit by
December 1st and an additional negotiable deposit by March 1st. The COMPANY
may, by its sole discretion, waive or modify these deposit requirements,
which will be made in writing at the time of executing this Agreement.
The Customer will receive a final invoice when the publication is completed.
Final payment is due within ten (10) days after the final invoice is
received. A service charge of 1.5% a month on the unpaid balance (18% annual
percentage rate) or the maximum allowed by local law, will be assessed for
late payment.
The Customer may cancel its order by providing notice, in writing, to the
COMPANY at the address provided below for the mailing of contracts. In the
event the Customer advises the COMPANY in writing of its cancellation more
than sixty (60) days prior to the ship date the Customer agrees to pay a
cancellation fee equal to 10% of the order value. If the Customer advises
the COMPANY in writing of its cancellation less than sixty (30) days prior
to the ship date, the Customer agrees to pay a cancellation fee equal to 25%
of the order value. The COMPANY may, by its sole discretion, waive or modify
these cancellation penalties, which will be made in writing at the time of
executing this Agreement.
Should it be necessary for the COMPANY to institute collection procedures
against the Customer, the COMPANY shall be entitled to recover its
reasonable attorneys’ fees and costs from the Customer.
Applicable sales taxes will be charged unless evidence of tax exemption is
furnished prior to invoicing. A number of US states do not exempt schools
from the requirement to collect sales tax on sales. It is the Customer’s
responsibility to collect and remit sales tax on its distribution or resale
of yearbooks based on sales tax regulations in its state, including the tax
on any yearbook sales the Customer directs Odyssey Interactive to collect
online (other than through the COMPANY's Direct Sales Program described
above).
All payments and checks are to be made directly to Odyssey Interactive, 3501 Shoreline Drive, Austin, TX. 78728.
By accepting the terms of this Publishing Agreement, the customer authorizes
Odyssey Interactive to begin organizing & planning the publication described
in this application. Odyssey Interactive will provide the necessary tools
and materials to plan, organize and produce the electronic yearbook. If
customer changes the specification described above and later elects to
purchase copies of the final production, the price per copy, additional
charges & total purchase price are subject to change. Customer will receive
an invoice when the publication is completed and only after the desired
quantity of product has been delivered. Payment should be made within 10
days after the invoice is received. Please allow 5-7 days for shipping.
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