You are on page 1of 16

Literary Works Non-Exclusive Cooperation

Agreement

Party A: POINTS CULTURE Party B: Lovie Tomas

INTERNATIONAL PTE. LTD.

Address: 7030 ANG MO KIO AVENUE 5 Address: Mataas Na Kahoy, General Mamerto

#04-34 Natividad, Nueva Ecija, Philippines


NORTHSTAR @ AMK

SINGAPORE(569880)

ID number::154415
E-mail:yangchangtao@pointsculture.com E-mail: solielshinho@gmail.com

Phone: +65 082736236 Phone: 09267218665

On the basis of equality, voluntariness, honesty and credit, and


in accordance with the relevant laws and regulations, Party A and
Party B, by friendly consensus, agree on the ownership of the rights
of Party B's works and non-exclusive authorization.
IT IS AGREED as follows:

1. Definitions and Interpretation

In this Agreement, unless the context requires otherwise or

otherwise specified:

1.1 Non-Exclusive license: Party B will license all rights (all rights
including but not limited to copyright, intellectual property
rights, etc.) arising from its work except for the right of
attribution only to Party A to enjoy and use. [including but not
limited to (1) Party A’s own enjoyment and exercise, (2) Party
A transfer and license to any third party to enjoy and exercise
without Party B’s consent or notice]. and Party B's non-
exclusive license to Party A is the sole, non-exclusive,
irrevocable and perpetual license worldwide.
1.2 Affiliate: refers to any company, enterprise, organization, or
other legal entity controlled by Party A or controlling Party A
or jointly controlled with Party A by any other judicial entity.
1.3 Distribution Rights: Distribution right: refers to the right to
distribute the work and all ancillary or other rights and
ancillary rights related thereto (including sound recording), as
well as the right to distribute the work in all media and all
Windows (including but not limited to Internet rights, cinema,
video, television, aviation) and other common carrier
distribution rights.
1.4 Internet Rights: refers to all the rights including copyright in
the Internet, wired, wireless or other new media, regardless of
the transmission means (transmission means including but not
limited to the Internet, wired, wireless, mobile transmission,
etc.), whether it is done either through any form of new media
or encrypted downloads.
1.5 Net Income: refers to the income portion after costs (including
but not limited to channel costs, operating expenses etc.) are
deducted from Party A's direct income from operation.
1.6 Other Digital Channels: refers to all electronic channels other
than Party A's Web Channels.
1.7 Channels: refers to including but not limited to the channels of
Party A’s affiliated companies.
1.8 Party A’ s Competitors: refers to companies, enterprises,
economic organizations, and affiliates engaged in the creation
of literary works, online reading business of online novels and
published books, publishing operations of literary works,
copyright agents, copyright sales (including but not limited to
publishers, book companies, copyright agents, online reading
websites, etc.), and websites, forums, and mobile terminal
products of the above companies, enterprises, economic
organizations, and affiliates.
1.9 Party A’s Web Channel(s): refers to web channels operated
by Party A, including but limited to Party A’s own web
channels, Party A’s web channels with full or partial or
specific right of use, any third party’s web channels with
cooperative relationship with Party A, web channels with
associated relationship with Party A, etc., the affiliated
companies of websites located under the partner platform
(provided by Party A), connection and distribution channels
(provided by Party A).
1.10 Work Income: Party B’s revenue refers to all the
remuneration that Party B can get for the full and proper
performance of this Agreement. The revenue that Party B can
obtain shall be implemented in accordance with the
cooperation rules of Party A’s platform and the provisions of
this Agreement, and Party B shall recognize and accept it.
1.11 Party A’s Platform Cooperation Rules refers to the FameInk
writer cooperation rules announced by Party A's platform or
after modification or adjustment, which are subject to the final
presentation on the FameInk platform, Party A has the right to
adjust or modify them at any time, and Party B
unconditionally agrees and accepts the adjusted or modified
FameInk writer cooperation rules.
1.12 Completion Criterion:At least 30,000 words or more.

2. Subject matter of Agreement and related


2.1 Works: refers to the works created by Party B that meet the
requirements of the ‘Berne Convention for the Protection of
Literary and Artistic Works’ and the ‘Universal Copyright
Convention’.
2.2 Delivery and Distribution of the Work: Party B will publish and
distribute the work by digital communication or other means
designated by Party A through the release channels agreed by both
parties, or other release channels designated by Party A (including
but not limited to the FameInk author platform).
2.3 If Party B fails to meet the acceptance requirements under this
Agreement, unless otherwise agreed by both Parties in writing,
Party A shall have the right to unilaterally terminate this
Agreement without any liability, or to extend the term of this
Agreement to the date on which Party B has delivered completed
the Work that meets all acceptance requirements under this
Agreement, or to choose to exclude the work that fails to meet the
acceptance requirements from the list of cooperative works, or to
choose not to cooperate with the work that fails to meet the
acceptance requirements of Party A.

3. Licensed Content and Period of licensing


3.1 Party B's license to Party A and its affiliates for all copyrights
existing in the agreed works is a worldwide, non-exclusive,
permanent, irrevocable, freely transferable, and sub-licensable
license, including but not limited to the following:
3.1.1 Distribution rights, reproduction rights, broadcasting rights,
information network transmission rights, modification
rights, filming rights, compilation rights, translation rights,
adaptation rights (including but not limited to audio and
video adaptation rights etc). All copyright based on the
agreed work and together with any and all intellectual
property rights of the work.
3.1.2 Distribution rights, sales rights, publishing rights for
physical books and e-book, network copyright.
3.1.3 The right of income and disposal of the Agreement work,
and all property rights related to the Agreement work.
3.1.4 Other rights related to and / or arising from the work.
3.1.5 Party A may use the above rights on its own or unilaterally
entrust, authorize or license any third party to use them
without informing Party B or obtaining Party B’s consent.
3.2 Party A shall use commercially reasonable endeavors to promote and
market the Work. With a view to better implement promotional
strategies and improve sales via digital communication channels,
Party B agrees that Party A, or other third parties commissioned by
Party A, may produce covers, illustrations, and the like for the
Work (based on, but not limited to, the characters, scenes,
storyline, and items of the Work), add text-to-speech functions to
the Work or produce promotional videos for the Work.
3.3 The term of the license granted in Clause 3.1 shall be from the date
of signing of this Agreement until the last date in which the
protection period for all copyrights in the Work has expired.
3.4 For the avoidance of doubt, any reference in this Clause 3 to any
rights granted by Party B to Party A for the publication of the Work
includes not only publication of the Work itself, but also previous
versions of the Work.

4. Party B's Warranties and Representations


4.1 Party B warrants and represents that:
4.1.1 The Work is original and created independently without the
assistance of any other parties. Party B owns all the rights
and interests of the work, including the copyright, which
are independent, complete, legal and effective, and
guarantees that its work will not be claimed by any third
party. Party B shall also guarantee that Party A will not
have any legal obstacles in performing its rights under this
Agreement and will not be subject to any third party’s
recourse. The use of the works in this Agreement will not
violate any laws, regulations or international conventions.
4.1.2 Party B has not plagiarized any third-party works and the
contents of the Work do not infringe upon the rights and
interests of any third party (including but not limited to
any third-party copyrights and any other intellectual
property rights, reputation rights, name rights, portrait
rights or other relevant rights and interests as prescribed
under the applicable laws).
4.1.3 Party B does not, and will be involved in any legal disputes
concerning intellectual property rights.
4.1.4 The rights granted to Party A in accordance with this
Agreement are free from any flaws or mortgages,
including but not limited to any security interests, options,
mortgages, charges or liens in favor of third parties;
4.1.5 Party B will be identified as a breach of the contract, if this
literary work contains following,
(1) Insulting government or public institutions.
(2) Inciting a rebellion or insurrection or to sedition.
(3) Insulting to the President or Vice President.
(4) The content of hostility, hatred or contempt towards
the government.
(5) Desecrating the national flag or national emblem.
(6) The content of hostile, abusive or degrading to a
religion or social organization.
(7) Libel of someone's honor or reputation.
(8) Inciting to commit a criminal act.
(9) Obscene and other contrary to public morals content.
(10) Other content of violating any laws and/or regulations
and/or any provisions of international conventions.
4.2 Party B shall not provide any money, gifts, or other tangible or
intangible benefits to the editors, employees and/or family
members of any staff of Party A or Party A's Affiliates that have
actual or potential business relationships with Party B
4.3 Party B shall take all necessary actions to cooperate with Party A in
promoting the Work through various means. Party A has the right
to, through Party A's Web Channel(s) and/or Party A's business
partners, make use of Party B's portrait and elements of the Work
for arranging commercial promotions and marketing events for
Party B and the Work, including promotion of Party A's brand,
Party A's platform, and Party A's software. Party B shall cooperate
and participate in any offline and online promotional events
organized by Party A (including but not limited to book signings,
meet and greets, press releases, etc.), and provide its promotional
materials for such purpose as may be required by Party A to meet
the publicity needs required by Party A. To clarify, subject to the
expense standard for travel negotiated by the Parties in written
form, the travel expenses arising from such commercial promotions
shall be borne by Party A.
4.4 Party B shall actively safeguard the image of Party A, Party A's
platform and Party A's affiliates, and Party B undertakes not to
distort or defame the image of Party A, Party A's platform and
Party A's affiliates or damage the image of other contracted authors
and works of Party A. Moreover, Party B shall not release false
statements on any platform or channel that distort or defame the
image of Party A, Party A's platform and Party A's affiliates or
cause others to have any negative doubt or adverse impression or
false remarks on the image of Party A, Party A's platform and Party
A's affiliates.

5. Rights and Obligations of Party A


5.1 On or after the date of this Agreement, Party A shall have the right
to promote the Work on Party A's network channels in accordance
with the sales of the Work to help increase the popularity of Party
B and the Work. Party A shall have the right to use Party B's
portrait, name, alias, pseudonym and any information such as
characters, plot, props, background, etc. without compensation for
the purpose of publicity and marketing as described herein, and
shall also have the right to open, manage and operate, etc. network
accounts in Party B's name for publicity purposes and to publicize
and recommend the Agreement Work and the achievements and
revenues achieved by the author of the Agreement Work through
various other channels and forms.
5.2 Party B further authorizes Party A to use the content of the Work for
the purpose of promotion and marketing at no cost via various
channels, with a view to raise the profile of Party B and the Work.
5.3 During the term of this Agreement, Party A has the right to request
Party B to make reasonable modifications to the Work in good
faith, and Party B shall accept and make modifications as requested
by Party A.
5.4 Party A may freely handle the Work on Party A's Web Channel(s),
and Party A may offer special promotions or various offers related
to the work from time to time, including but not limited to free
offers for a limited period, discounted sales, issuance of
complimentary tokens, and various other marketing and/or
promotional events related to the Work.
5.5 Party A or any third party unilaterally entrusted by Party A has the
right to create covers, illustrations, etc. for the Work (according to
but not limited to the characters, scenes, storyline and props
described in the Work), add text-to-speech function for the Work,
and create promotional videos for the Work.
5.6 If, at any time, the works created by Party B and other works
transferred or licensed to Party A by Party B are challenged by
third parties for infringement, Party A shall have the right to take
action on behalf of Party A to protect and safeguard its legitimate
rights and interests, including but not limited to filing
administrative complaints and initiating litigation and/or arbitration
proceedings as the case may be, the right to inform the third party
challenging the infringement of Party B's personal information and
all information related to the works, the right to immediately take
down Party B's works, disconnect the links, etc., and Party B shall
provide the necessary assistance in this regard. Party B agrees to
acknowledge this and shall provide necessary assistance in this
regard. Party A and Party B agree and acknowledge that any
compensation and all monetary rewards ultimately obtained by
Party A through such actions shall belong to Party A only.
5.7 Party B acknowledges that Party A has the right to create works
containing elements of the Agreed Works other than the Agreed
Works by itself or by commissioning a third party based on the
characters, plot, props and background of the Agreed Works, and
that the copyright of all works created by Party A under this
Agreement shall belong to Party A exclusively.

 6. Income of Party B


The signing of this Agreement shall be deemed that Party B
recognizes Party A's cooperation rules, Party B shall comply with
the interests of the both parties in the cooperation rules, the rules
that presented on Party A's platform (currently named FameInk) at
the latest time, Party A shall have the right to adjust and modify
that at any time, Party B unconditionally agree and accept the
adjustment and modified cooperation rules, all the remuneration of
Party B are distributed by Party A to Party B's account registered
on the platform through Party A's platform (currently named
FameInk). Party B can request for withdrawal by himself/herself.
For the receiving account information designated by Party B, see
Annex I (Contract Author Information Form).

The star rate of the Work is assessed by the rules of Party A’s
platform, different stars can get the corresponding reading bonus
and readers’ tip.
Star Rating
Reading bonus Readers’ tip
1star $0.02/1000 chapter read 40%
2stars $0.03/1000 chapter read 50%
3stars $0.04/1000 chapter read 60%
4stars $0.06/1000 chapter read 70%
5stars $0.08/1000 chapter read 80%
In addition to the above revenues, the parties shall negotiate
separately regarding the distribution of the following revenues of
the Work, and if the negotiation fails, Party A shall distribute
[40%] of the net profits to Party B: (1), the revenues obtained from
the Work through marketing and/or promotional activities in Party
A's network channels; (2), the revenues obtained from the
distribution rights of the Work through other digital channels. Party
A's costs are based on the data provided by Party A.

7. Terms of Payment
7.1 Prerequisites for payment of remuneration.
Party A shall make timely and full payment under this Agreement
provided that Party B meets the following prerequisites.
7.1.1 Party B shall deliver the works that meet the acceptance
requirements of Party A and obtain the written consent of
Party A.
7.1.2 The withdrawal threshold of our platform is $80.
7.2. The previous month's income will be automatically billed on the 5th
of the following month. Party B shall confirm the payment
information with Party A as soon as possible and make sure to
reply Party A’s editor within five working days before the end of
the following month. Party A shall remit the payment to the
account bound to Party B within five working days after
confirming the payment information with Party B;  If Party B loses
contact and fails to reply, the release of income shall be postponed
automatically until Party B replies and both parties confirm that the
payment information is correct  
7.3. Party A shall have the right to make payment in US dollars or
equivalent amount in Party B's local currency.  The applicable
exchange rate is based on the real-time exchange rate of the
relevant payment channel on the date of remittance.  
7.4 Information on other related payments.
Party A shall have the right to pay the amount due to Party B after
deducting withholding tax and party A's remittance fee, and Party A
shall have the right to deduct taxes payable by Party B from the
amount payable to Party B.  Party A may provide Party B with the
means to inquire and verify Party B's remuneration, and Party A
shall not be obliged to provide Party B with any other notice in
respect of such remittance.  If Party B fails to provide its account
information to Party A in a timely manner, or fails to pay or incur
other payable expenses due to the account information provided, all
problems and legal liabilities arising therefrom shall be borne by
Party B.  

8. Confidential Information
Party A and Party B agree that Party B has the obligation of
confidentiality with respect to trade secrets or confidential
information that Party A may obtain or become aware of in the
course of this cooperation. In addition to the legal authorization
required to disclose or with Party A’s written consent to disclose, if
Party B uses or discloses trade secrets and/or confidential
information in violation of this Agreement and causes any direct or
indirect loss to Party A (whether damage to reputation or economic
loss). Party A may require party b to fully compensate for the
losses, and Party B shall pay liquidated damages to party a
$100000, and, Party A shall have the right to suspend, cancel or
terminate this Agreement accordingly.

9. Default and Termination


9.1 If Party B violates the provisions of this Agreement and delays the
submission of the work, Party A may send a reminder to Party B
(by express delivery or E-mail or any other means).  If the works
delivered by Party B do not meet The requirements of Party A,
Party B shall, at the request of Party A, modify or supplement the
works according to The provisions of Article 2.2 above.  If Party B
still fails to deliver the work after three times of reminding, or fails
to meet Party A's requirements for publishing after three times of
modification or supplement, Party A shall have the right to
immediately suspend or terminate this Agreement and stop paying
any income to Party B, and Party B shall compensate Party A for
all losses thus incurred.  Including but not limited to party A's
additional expenses notary fees, attorney's fees, appraisal fees,
legal costs, travel expenses, etc.  
9.2 If Party B’s work cannot meet the completion criterion within one
year, it means Party B violates this agreement. Party A shall have
the right to immediately suspend or terminate this Agreement and
remove this work out of Party A’s platform. Meanwhile, Party A
have the right to stop paying any income to Party B.
9.3 If Party B violates the provisions of Clause 3 of this Agreement,
Party A may take necessary and appropriate measures to protect its
rights and interests, including but not limited to terminating the
revenue share and income payment, and terminating this
Agreement; In addition, Party B shall return [50]% of the total
income obtained by Party A due to the performance of this
Agreement, and Party B shall compensate Party A for all losses
suffered thereby, including but not limited to notarial fees, attorney
fees, appraisal fees, legal fees, travel expenses, etc..
9.4 If Party B violates the promise and guarantee in Clause 4 of this
Agreement, Party A may, at its sole discretion , withhold the
publication of this work and payment of the authorization fee and
share, and it shall also have the right not to make any payment to
Party B ; In addition, Party B shall return [50]% of the total
income obtained by Party A due to the performance of this
Agreement, and Party B shall compensate Party A for all losses
suffered thereby, including but not limited to notarial fees, attorney
fees, appraisal fee, legal fees, travel expenses, etc..
9.5 If Party B violates any provision of this Agreement, or the works
delivered by Party B do not meet the requirements of Party A, or
the works do not meet the market demand, Party A may require
Party B to supplement or modify the completed works;  If Party B
refuses to accept Party A's reasonable requirements for
modification, or party A still fails to meet Party A's reasonable
requirements after three modifications, Party A shall have the right
to immediately suspend or terminate this Agreement.  Party A may
also take measures to protect its own rights and interests, including
but not limited to that Party A shall continue to write the works by
itself or entrust a third party until the works are completed (All
rights and interests of some works completed by Itself or entrust a
third party shall be owned by Party A.  Party A does not need to
pay party B any fees related to this part of the works), change the
payment method and standard of reading royalty and/or readers'
royalty.  In addition, Party B shall return [50] % of all the income
obtained by Party A as a result of the performance of this
Agreement and compensate Party A for all losses incurred thereby,
including but not limited to notary fees, attorney's fees, legal costs
and other expenses incurred by Party A.
9.6 If Party B breaches any of the warranties set forth in Article 4.2 of
this Agreement, Party A shall have the right to immediately
terminate this Agreement and require Party B to indemnify Party A
for all losses suffered by Party A as a result, including but not
limited to any costs incurred by Party A such as notary fees,
attorney fees, appraisal fees, litigation fees, travel expenses, etc.
9.7 If Party B violates the guarantee stipulated in Clause 4.3 of this
Agreement, Party B shall independently bear all relevant criminal
liabilities, except that Party A can enforce its rights according to the
above-mentioned Clause 9.6.
9.8 If Party A unreasonably defaults on payment of Party B's share of
revenue from a single work and does not pay after three written
reminders from Party B, a fee of 2% of the amount of the share of
revenue from a single work owed per day shall be added and borne
by Party A. If the default continues for more than 30 days, Party B
shall have the right to terminate this Agreement upon 30 days' prior
written notice to Party A.
9.9 In addition to the above provisions, if either party violates its
obligations under this Agreement, the defaulting party shall
immediately stop the breach within 5 days after receiving the
written notice from the other party requesting correction. If the
defaulting party continues to violate this Agreement or fails to
perform its obligations under this Agreement, the other party has
the right to suspend, dissolve or terminate this Agreement in
advance, and shall compensate for all losses suffered therefrom,
including but not limited to notarial fees, attorney fees, appraisal
fees, legal fees, travel expenses and other additional expenses.
9.10 Both parties agree and confirm that if this Agreement is suspended,
terminated or revoked in advance for any reason, the existing rights
and obligations related to the assignment, license and
confidentiality of works stipulated in this Agreement are still valid,
and Party A has the right to use the works and the rights related to
the works for any purpose in any way.

10. Miscellaneous
10.1 Party B only enjoys the right of authorship of the agreed works, and
all other copyrights related to the works, copyright and other rights
and property rights based on the works are enjoyed and exercised
by Party A.
10.2 Party A has the right to transfer its rights and obligations under this
Agreement to Party A's heirs, affiliated companies or other third
parties. After the transfer, Party A shall immediately notify Party B
without obtaining Party B's consent or informing Party B before the
transfer, and the transfer shall take effect from the date when Party
A (or related heirs, affiliated companies or third parties) sends a
notice to Party B. For any notice made in accordance with the
provisions of this Agreement, either party may send the notice to
the other party by using the address, email and telephone number
on the first page of this Agreement (the contact information
designated by both parties). Party A must also send this notice to
Party B’s user account registered on Party A's network channel.
10.3 The validity period of this contract starts from the signing date of
this contract to the date when both parties reach a consensus to
terminate this contract or when Party A unilaterally terminates this
contract.
10.4 Party A only makes a preliminary review of the works and their
rights certificates submitted by Party B. Due to the objective
conditions, it is impossible for Party A to ascertain the authenticity
and legality of the works and their rights certificates submitted by
Party B, so Party A's review of Party B's works does not exempt
Party B from its tort liability, Party A's approval of Party B's works
does not mean that Party B's works have no possibility of
infringing any third party's legitimate rights and interests (Legal
rights and interests include but are not limited to all rights,
copyright and property rights), and Party B shall bear all the
responsibilities arising from the infringement of the works
uploaded and submitted by Party B, so all losses caused to Party A
shall also be borne by Party B.
10.5 For any notice made in accordance with the provisions of this
Agreement, either party may send the notice to the other party by
using the address, email and telephone number on the first page of
this Agreement (the contact information designated by both
parties). Party A must also send this notice to Party B’s user
account registered on Party A's network channel.
10.6 This Agreement shall be governed by and interpreted in accordance
with Singapore laws. Both parties agree that all controversy,
disputes, differences or claims arising from or related to this
Agreement shall be under the jurisdiction of the court where Party
A resides.
10.7 Any annex is the integral part of this Contract. The annex and this

Contract are equally valid. Annex I Contract Author Information


Form, Annex II Letter of Authorization.
10.8 This Agreement is written in English, and shall come into force on
the date when both parties sign this Agreement at the beginning.
This Agreement may be made in duplicate, each of which
constitutes the same instrument. The executed signature page of
this Agreement shall be transmitted to the other party by e-mail,
and both parties jointly recognize this online execution mode and
its legal effect.

Party A: Party B: Lovie Tomas


Signature: Pseudonym of Party B: X-lapel
Date: Date:5/12/22
Annex I
POINTS CULTURE INTERNATIONAL PTE. LTD.

Contract Author Information Form

Full Name全名 Lovie Tomas Pseudonym笔 X-lapel Gender Female


名 性别
Work作品 Student Date of Birth生September 24, 2006

Address地址 Mataas Na Kahoy, General Mamerto Natividad, Nueva Ecija, Postal 3125
Philippines Code
邮编
ID Card Type身份证 Student ID Home 09267218665
Phone家庭
类型 电话

Number身份证号

(Legal personal ID
such as passport,
driver's license, ID
card, etc.)
Mobile Phone移动电 639267128665 Whatsapp Shinho Silvenia
话 /Line/
Facebook
(Include country 社交账号
code)
Email电子邮箱 solielshinho@gmail.com

Emergency Contact Virginia Tomas Contact 09267218665


紧急联系人 method of
Emergeny
Contact紧
急联系人
联系方式
Payment Method支 Account Name账
付方式 户名:Virginia
Gcash Tomas
Account Numbe
账户号:
09267218665
Copy of ID Card身 Please attach your ID card photo here
份证复印件

Annex II
Letter of Authorization
I Lovie Tomas, (Pseudonym: X-lapel, ID number:154415 ), am the author
of HER SERIES #1: Coloring Her Discoloration (hereinafter referred to
as "the work"), and have the copyright of this work.
I hereby grant to POINTS CULTURE INTERNATIONAL PTE. LTD. a
worldwide, non-exclusive, perpetual, irrevocable, freely transferable, re-
licensable license to all copyrights in this work, including but not limited
to distribution rights, broadcasting rights, information network
transmission rights, modification rights, filming rights, compilation
rights, translation rights, adaptation rights. All copyrights based on the
agreed work also include distribution rights, sales rights, and together
with any and all intellectual property rights of the work. The term of the
license shall be from the date of signing of this Agreement until the last
date in which the protection period for all copyrights in the Work has
expired.
POINTS CULTURE INTERNATIONAL PTE. LTD. may use the above
mentioned rights in such manner or by such measures as it deems
reasonable and has the right to transfer such authorization to other parties,
and I confirm that I shall not object to this and voluntarily assume all
responsibilities arising therefrom.
I hereby declare.
Licensor (signature):
Date: 5/12/22

You might also like