Publishing Agreement

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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