Agency contract for authors
Version dated 30.10.2022.
AGENCY AGREEMENT
Moscow
1. GENERAL PROVISIONS
1.1. This document constitutes an official proposal (public offer) from the Limited Liability Company "KALMYKOV MEDIA GROUP," represented by the General Director Nikolai Nikolaevich Kalmykov, acting pursuant to the Charter, hereinafter referred to as the "Agent," to any individual, legal entity, or sole proprietor, hereinafter referred to as the "Principal," who agrees to the terms of this public offer by means of its full and unconditional acceptance.
1.2. In accordance with paragraph 2 of Article 437 of the Civil Code of the Russian Federation, upon acceptance of the terms set forth below and the performance of actions constituting acceptance in accordance with Section 5 of this Offer, the individual who accepts this Offer becomes the Principal, and the Agent and the Principal collectively shall be referred to as the Parties to the Agency Agreement, individually referred to as a Party. Upon acceptance of this Offer, the Agency Agreement shall be deemed concluded from the moment of such acceptance (in accordance with paragraph 3 of Article 438 of the CC, acceptance of the offer is equivalent to the conclusion of a contract on the terms set forth in the offer).
2. TERMS AND DEFINITIONS
Work — objects of copyright and related rights distributed by the Principal based on relevant agreements with Rights Holders. The Principal guarantees the legality and existence of rights to carry out activities related to the fulfillment of the terms of the Agreement. The Principal guarantees that, in the event of claims and lawsuits against the Agent regarding the Work, the Principal shall independently resolve such claims, including the payment of fines and damages. For the purposes of this Agreement, objects of copyright and related rights are understood to include:
2.1. The text provided by the Principal in a machine-readable format, perceivable by the Agent's server.
2.2. The image provided by the Principal in a machine-readable form, perceivable by the Agent's server.
Co-author — an individual who holds copyright to the Work jointly with the Principal and has entered into a similar agency agreement with the Agent.
Subscriber — an individual or legal entity that uses Internet access services and with whom the Agent has entered into an agreement for the provision of such services, assigning a unique identification code for these purposes.
Subscriber's Terminal – various technical devices such as: cellular/mobile phones; smartphones; personal digital assistants (PDAs); communicators; personal computers; flash drives; USB storage devices; gaming controllers/consoles; various information storage devices; or other technical devices that allow Subscribers to store and consume the Work.
Access to the Work – the demonstration of the Work on the Subscriber's Terminal.
Acquisition of the Work – the process by which the Subscriber gains Access to the Work for a fee, based on the terms of the agreement between the Subscriber and the Agent.
Sale of the Work – the necessary actions taken by the Agent to facilitate the Acquisition of the Work by the Subscriber in exchange for a fee.
Suspension or Withdrawal of the Sale of the Work -
the Agent's cessation of all necessary actions to facilitate the Acquisition of the Work by the Subscriber, including free Access to the Work.
This includes terminating access to the Work and stopping the sale of the Work for those who have not previously acquired any part of the Work.
In the event of a Suspension of the Sale of the Work, Subscribers who acquired the Work prior to the suspension will retain Access to the Work.
Website – ZELLULOZA.RU, where the Principal places digital copies of Works to fulfill this Agreement. Hereinafter, the term "website" refers to a collection of objects (textual, graphic, animated, and others) expressed in electronic form and combined in the information and telecommunications network Internet under the domain name ZELLULOZA.RU (including those hosted on subdomains), owned by the Agent.
Text Erasure – the intentional destruction of previously posted text of the Work by the Principal on the website ZELLULOZA.RU by replacing it with any symbols unrelated to the narrative and bearing no semantic load.
The parties have agreed to consider the result of Text Erasure of the Work as analogous to the term «goods of inadequate quality» according to Article 18 of the Consumer Protection Law, and the fact of providing paid access to view the text of such a Work by the Principal as the provision of a service of inadequate quality (Article 29 of the Consumer Protection Law).
Removal of the Work – the complete cessation of access to the Work for any readers.
The Removal of the Work occurs two (2) weeks from the date the Agent receives a termination request from the Principal.
Simple Electronic Signature – an electronic signature that, through the use of a simple electronic signature key (hereinafter referred to as the "key"), confirms the fact of the electronic signature formation by an authorized representative of a Party.
The key consists of two elements: an identifier and a key password.
The identifier is the login of the head or another official authorized by them within the Information System, while
the key password is a unique sequence unknown to third parties, used for access to the Information System.
Information System – software that enables communication between the Parties over telecommunications networks using electronic mail.
3. SUBJECT OF THE AGREEMENT
3.1. The Agent undertakes, for a fee, to collect funds from Subscribers for their purchase of the Works, while the Principal agrees to pay the Agent a fee in the manner provided for in this Agreement.
3.2. The Agent provides Subscribers with access to the Principal's Works on the site ZELLULOZA.RU for a period of 3 (three) years from the date of publication of the first chapter or the first part of the Work.
3.3. The Principal guarantees that the placement of the Work does not violate the copyrights, related rights, or any other rights of rights holders, and that only licensed materials—permitted for use under contracts, whether protected or unprotected—will be used. The Principal guarantees that the Agent will not be held liable in court as a defendant for violations of copyrights, related rights, or any other rights of the Rights Holders concerning the obligations related to the guarantees listed in this clause, except in cases of violations by the Agent of the terms of this Agreement.
3.4. The Principal carries out its actions regarding the publication of works on the Site within the framework of its existing copyrights or permissions from rights holders. In connection with this Agreement, the Principal does not transfer, and the Agent does not receive any copyrights to the published works. The Agent guarantees that it will not violate or facilitate violations of the copyrights of the Works published by the Principal.
3.5. The Principal allows the Agent to store and process its personal data, which it has independently provided to the server in connection with the use of the Agent's services.
3.6. By mutual agreement of the Parties, additional agreements may be concluded
3.6.1. for an exclusive license
3.6.2. partnership agreement
3.6.3. agreement for free placement of the Work
3.6.4. agreement for the placement of the Work in audiobook format
3.6.5. for the creation of a plot based on the Work
3.6.6. for the adaptation of the Work
3.6.7. the listed additional agreements are not exhaustive.
The Principal does not object to the Agent representing its interests in the context of cooperation under these agreements.
3.7. If the Principal agrees to conclude the additional agreement specified in clause 3.6.1, the Agent acquires an exclusive license for one or more Works for a minimum period of 90 days, and the Principal agrees to place the specified Works exclusively on the site ZELLULOZA.RU. This provision should not be interpreted as an obligation for the Principal to conclude such an agreement.
3.8. If the Principal agrees to conclude the additional agreement specified in clause 3.6.2, at its discretion, the Work may be placed on the Site in open access, either fully or partially. This provision should not be interpreted as an obligation for the Principal to conclude such an agreement.
3.9. If the Principal agrees to conclude the additional agreement specified in clause 3.6.3, at its discretion, speech synthesis methods may be applied to voice the text of the Work and place it in audiobook format.
3.10. The Principal agrees not to place Works on the Site in formats FB2, PDF, TXT, DOC, DOCX due to the technical ease of stealing and distributing documents in these formats on the Internet without the rights holder's consent. This provision also applies to the Works specified in clauses 4.4.10.-4.4.13. – in the event of violations of intellectual rights concerning the Works listed in these clauses, placed in the aforementioned formats, the Agent will not assist the Principal in accordance with clause 4.1.14.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Agent has the right to:
4.1.1. Use, free of charge (i.e., without any remuneration), a portion of the Principal's Work for the purpose of attracting the attention of third parties to the activities of the Principal, including through advertising, provided that the legislation of the Russian Federation on advertising is complied with. The Agent may also mention the Principal and the author or co-authors in rankings, articles, reviews, and other online resources. For the same purposes, the Agent may utilize the components of the Work provided by the Principal (illustrations, covers, photographs, sound recordings, etc.).
4.1.2. Offer the Work published on the ZELLULOZA.RU website as a basis for film or game scripts with the consent of the Principal.
4.1.3. Place advertisements on the ZELLULOZA.RU website in the section containing the text of the Work with the consent of the Principal.
4.1.4. Adjust the details of the Works provided by the Principal (description, keywords, etc.) for the more effective utilization of the Works by the Agent in accordance with the terms of this Agreement.
4.1.5. Suspend the sale of Works published by the Principal on the Site in the event that they do not meet the requirements set forth by the Agent (clause 4.4.3.).
4.1.6. Suspend the sale of an unfinished Work if it has not been updated for more than 60 (sixty) calendar days.
4.1.7. Suspend the sale of the Work in the event of violations of the provisions of clauses 4.4.9 – 4.4.11.
4.1.8. The Agent has the right to remove Works published by the Principal on the Site in the event that they are found to be non-compliant with the requirements set forth by the Agent (clause 4.4.3 of the Agreement), as well as in cases where their content contradicts generally accepted principles of morality and ethics and the norms of current legislation of the Russian Federation. This includes cases where the content promotes war, incites political, ideological, racial, national, or religious hatred and hostility, disseminates defamatory information, contains information that constitutes legally protected secrets, or includes information that offends the honor and dignity or harms the business reputation of third parties.
4.1.9. In the event that the Agent receives claims and lawsuits from third parties regarding violations by the Principal of the guarantees provided in clause 3.3 of the Agreement, the Agent has the right to suspend payments to the Principal until the Principal fully compensates for the damages incurred due to the claims and lawsuits. In this case, the Agent shall notify the Principal within 3 (three) calendar days of the withholding, specifying the reasons for such action.
4.1.10. The Agent has the right to establish or modify the age restrictions for access to the Principal's Work.
4.1.11. The Agent has the right to engage third parties to fulfill its obligations under this Agreement.
4.1.12. The Agent has the right to independently set and modify the purchase price of the Work for the Subscriber.
4.1.13. The Agent has the right to represent the interests of the Principal and assist the Principal in cases of violations of intellectual property rights concerning the Works published on the Site, under the terms defined in a supplementary agreement to this Agreement.
4.1.14. The Agent has the right to change the format of the display of the Work at its discretion.
4.2. The Agent undertakes to:
4.2.1. Fulfill the obligations stipulated in this Agreement properly.
4.2.2. Transfer to the Principal the funds collected from Subscribers as payment for the acquired Work to the Principal's bank account, in accordance with the conditions specified in Section 5.
4.2.3. Deduct from the Subscriber's account an amount equivalent to the cost of the Work.
4.3. The Principal has the right to:
4.3.1. Publish the Works, as well as parts or chapters thereof, on the ZELLULOZA.RU website at a frequency determined at its sole discretion, considering the needs of readers and the provisions of clause 4.1.6 of this Agreement.
4.3.2. Remove the Work published by the Principal on the Site prior to the first acquisition of the Work by a Subscriber.
4.3.3. Independently select the following parameters for the published Work: cover, title, hashtags, genre, and annotation. Each of these parameters must fully comply with age restrictions and the requirements of Federal Law No. 436-FZ dated December 29, 2010. In particular, it is prohibited to select children's and teenage genres for Works with age ratings of 16+ and 18+.
4.3.4. Suspend the sale of the Work published by the Principal on the Site.
4.4. The Principal undertakes to:
4.4.1. Publish the first chapter or first part of the Work free of charge.
4.4.2. Pay the Agent a fee in the manner provided for in Section 5 of this Agreement.
4.4.3. Ensure the legality of the use of composite works and other intellectual property results included in the Work (including photographs, images, videos, sound recordings, audio fragments, links to third-party websites, where permissible, etc.). The Principal shall be solely responsible for any violations of legislation or third-party rights committed by the Principal.
4.4.4. Comply with the technical and other requirements set forth by the Agent for the Works published on the Site, provided that such requirements have been communicated by the Agent to the Principal. The technical and other requirements are posted in the Rules for the Use of the ZELLULOZA.RU website.
4.4.5. Independently publish the Works on the Site.
4.4.6. The Principal shall accompany the publication of Works on the Site with accurate descriptions, including titles, age restrictions, key search words, and other necessary details.
4.4.7. The Principal shall carry out the actions related to the publication of Works on the Site within the scope of their existing copyright or permissions from rights holders. In connection with this Agreement, the Principal does not transfer, and the Agent does not receive, any copyright for the published works.
4.4.8. If, due to the Principal providing incorrect information (in particular, banking details, name, information about the presence or absence of individual entrepreneur status or self-employed status, and other details) or failing to timely notify the Agent of changes to such information, the Agent is unable to transfer the funds due to the Principal or such transfer is delayed, the Agent shall not be liable for the non-payment or delay in payment of the specified funds.
4.4.9. In the event of the Principal transferring exclusive rights to the Works or the expiration of exclusive rights to the Works in accordance with Article 1281 of the Civil Code of the Russian Federation, the Principal shall notify the Agent in writing within 3 (three) calendar days, and in the case of the exclusive rights being transferred to another person, provide the Agent with the necessary contact details of that person in the same manner.
4.4.10. If a part of a partially written Work published on the ZELLULOZA.RU website is published by the Principal on similar online services, the Principal undertakes to publish this part on the ZELLULOZA.RU website within 24 hours from the time of this publication if it was not previously available there.
4.4.11. If the Principal publishes a partially written Work on the ZELLULOZA.RU website that was previously published on similar online services, they guarantee that they are publishing the complete volume of the already published part of the Work.
4.4.12. If the Principal publishes a Work or part of it on the ZELLULOZA.RU website, they undertake not to publish this Work or part of it for free on other literary platforms or internet resources.
4.4.13. If the Principal publishes a Work or part of it on similar online services, they agree to set the price for access to the Work on the ZELLULOZA.RU website not lower than on other online services.
4.4.14. In cases where the Principal is not the author of the Works or the initial holder of related rights to the objects specified in clauses 2.1 and 2.2 of the Agreement, they shall notify the Agent of the grounds for acquiring exclusive rights to the specified objects in a manner that allows the Agent to confirm receipt of such notification, and upon the Agent's request, provide documentary evidence of such grounds.
4.4.15. The Principal undertakes not to erase the text of the Work for 3 (three) years after the last acquisition of this Work by any Subscriber on the ZELLULOZA.RU website. To ensure compliance with paragraph 1 of Article 29 of the Consumer Rights Protection Law, the Principal agrees to restore the text upon the Agent's first request within 3 (three) days from the date of the Agent's request. In cases where there are doubts as to whether the actions of the Principal constitute text erasure, the decision shall be made by the administration of the ZELLULOZA.RU website or the Agent.
4.4.16. In the event of termination of this Agreement, the Principal unconditionally agrees that the website administration or the Agent has the right to provide free access to the Principal's Works to all readers who have purchased at least one part of the removed Works before the expiration of the term specified in clause 3.2.
4.4.17. If the Principal violates clause 4.4.15 of this Agreement, the administration of the ZELLULOZA.RU website or the Agent shall restore the Work from a backup, and the Principal agrees to compensate the Agent for the costs associated with restoring the book in the amount of 1000 (one thousand) rubles. Additionally, the Principal loses the ability to edit the text of their Works on the ZELLULOZA.RU website for a period of 30 (thirty) days.
4.4.18. A statement or request from the Principal to remove a Work is equivalent to a request for termination of the Agreement, and clause 4.4.16 of this Agreement applies.
5. PROCEDURE AND TERMS OF SETTLEMENTS.
5.1. The rate of the agency fee shall be determined by the Agent independently based on the total amount of the Agent's own funds expended for the sale of the Principal's Works and shall not exceed 50% of the total monetary funds received in consideration of the acquisition of the Principal's Work, with the possibility of adjustment in favor of the Principal.
5.2. The amount of monetary funds received for each of the Principal's Works shall be divided among the Principal and the Co-authors of the Work in accordance with their mutual agreement.
5.3. The Principal's remuneration shall be formed from the monetary funds collected by the Agent from Subscribers for the Principal's Works, excluding the amount of the agency fee. The amount of the Principal's remuneration may be adjusted in accordance with incentive promotions established by the Agent at their discretion; however, the Agent guarantees that the minimum rate of the Principal's remuneration shall be no less than 50% of the total monetary funds received from Subscribers for a calendar month.
5.4. The minimum amount of monetary funds payable by the Agent to the Principal shall be 1000 (one thousand) rubles, with payments occurring no more than once a month. In the event that the total amount of funds received for a calendar month is less than 1000 rubles, the Agent shall carry over the specified amount to the monetary funds received in the following calendar month, provided that their cumulative total exceeds 1000 rubles.
5.5. Payments shall be made at the request of the Principal within 30 (thirty) calendar days, subject to the achievement of the minimum amount.
5.6. The first payment under this Agreement shall be made only after the Principal has published more than 50% of the Work or the first 7 chapters of the Work
5.7. In accordance with Part 2 of Article 9 of Federal Law No. 63-FZ dated April 6, 2011 «On Electronic Signatures», the Parties have agreed that information in electronic form, signed with a simple electronic digital signature, shall be equivalent to a document on paper signed by the handwritten signature of the head or another authorized official of the Party, provided that the Parties fulfill the conditions of this Agreement.
5.8. The Parties agree that the following documents may be signed with a simple electronic signature:
5.8.1 Waybills;
5.8.2 Material release notes;
5.8.3 Reconciliation acts;
5.8.4 Acts of acceptance and delivery of services;
5.8.5 Acts of completed work;
5.8.6 Acts of property transfer for lease;
5.8.7 Acts of property return;
5.8.8 Agent reports;
5.8.9 Reports on licensing agreements.
5.9. The list of documents specified in clause 5.8 is not exhaustive.
5.10. The Principal undertakes to send the Agent the details for receiving remuneration, as well as information about the presence of individual entrepreneur status or the status of a taxpayer on professional income, within 3 (three) working days after signing or accepting this Agreement.
5.11. The Parties have agreed that the procedure for signing documents specified in this Agreement does not apply to the signing of contracts between the Parties, supplementary agreements, and appendices to contracts, claims, and notifications of contract termination.
5.12. A document shall be considered signed with a simple electronic signature by a Party if the following conditions are met:
The document is formatted as a photocopy of a paper document signed with the handwritten signature of the Party, the head, or another authorized official of the Party, and is attached as an attachment to an email message sent from the address of the Party specified in the Parties' details of this Agreement.
Furthermore, the photocopy must clearly display the text of the document, the signatures of the authorized persons, and the imprint of the seal (if available). The photocopy must contain all mandatory details of the document as required by Article 9 of Federal Law No. 402 dated December 6, 2011 «On Accounting».
5.13. The Parties have agreed that a document shall also be considered signed by the Principal if the Principal does not raise any objections within 14 calendar days after receiving the document via email specified in the contract details or by any other means. Receipt of the document shall also be considered as the Principal receiving a personal message on the ZELLULOZA.RU website with a working link to download the document or receiving the document through the personal account on the ZELLULOZA.RU website. The Principal has the right to raise objections via the email specified in the contract or through the personal messaging system on the ZELLULOZA.RU website.
5.14. The Agent's obligations to execute settlements with the Principal shall be deemed duly fulfilled from the moment the payment amount is debited from the Agent's bank account.
6. LIABILITY OF THE PARTIES
6.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the applicable Russian legislation.
6.2. Neither Party shall be liable to the other Party for non-fulfillment of obligations under this Agreement if such non-fulfillment is caused by the occurrence of force majeure circumstances. For the purposes of this Agreement, force majeure circumstances shall include: war, epidemics, blockade, embargo, earthquakes, floods, other natural disasters, as well as other circumstances recognized as force majeure in accordance with Russian legislation. The Party unable to fulfill its obligations under this Agreement due to the occurrence of force majeure circumstances shall promptly notify the other Party in writing about such circumstances and their impact on the fulfillment of obligations under this Agreement. If the force majeure circumstances persist for more than three calendar months, this Agreement may be terminated by either Party by sending a written notice to the other Party. Failure to notify or untimely notification shall deprive the Party of the right to invoke any of the aforementioned circumstances as a basis for exemption from liability for non-fulfillment of obligations under this Agreement.
6.3. In the event of claims being made against the Agent by third parties regarding the fulfillment of the terms of this Agreement, the Principal undertakes to settle such claims independently and at its own expense, including the payment of fines and reimbursement of the Agent's expenses.
6.4. To avoid any misunderstandings, the Parties agree that if, in accordance with the legislation of the country where the Principal is a resident, the funds transferred to the Principal are subject to taxation, the responsibility for declaring income and calculating taxes lies with the Principal, and the payment of tax amounts shall be carried out by the Principal independently and at its own expense. The Agent shall not act as a tax agent and shall not provide information about the Principal's income to tax authorities or other governmental bodies of foreign states.
7. TERM OF THE AGREEMENT. OTHER TERMS
7.1. This Agreement enters into force from the moment it is signed by the Principal and the Agent and is concluded for an indefinite period.
7.2. This Agreement may be executed in written or electronic form at the discretion of the Principal, about which the Principal must notify the Agent on the day of acceptance of this offer. Within 5 (five) business days thereafter, the Principal will be sent two copies of the Agreement signed and stamped by the Agent. The notification sent must contain information about the Principal solely for its inclusion in the written form of this Agreement.
7.3. Amendments and additions to this Agreement are valid only if made in writing and signed by authorized representatives of both parties.
7.4. This Agreement may be terminated by mutual agreement of the Parties or unilaterally at the initiative of either Party for reasons unrelated to a breach of the Agreement, provided that the other Party is notified in writing at least 30 (thirty) calendar days before the intended termination date.
7.5. The Parties guarantee the confidentiality of correspondence, negotiations (whether in person, online, or via mobile communication), and the information contained therein, when interacting with each other under this Agreement.
7.6. The Parties will strive to resolve all disputes that may arise from this Agreement through negotiations. If an agreement is not reached through negotiations, disputes will be resolved in the Arbitration Court in accordance with the procedure established by the legislation of the Russian Federation.
8. AGENT'S DETAILS
LLC «KALMYKOV MEDIA GROUP»
Taxpayer Identification Number (INN): 7735159826
Primary State Registration Number (OGRN): 1177746075561
Tax Registration Reason Code (KPP): 773501001
All-Russian Classifier of Enterprises and Organizations (OKPO): 06449215
Legal Address
124460, Moscow, Zelenograd, Building 1126, Apartment 616