TERMS OF SERVICE AND LICENSE AGREEMENTS
Amendment May 16thth, 2018
Waoow Comics web platform, MoComics Authoring tool, MoComics Showcase App term of services and license agreements are provided by MoComics SA (“We”,“MCO”, “Our”, “the company”, “WCWP”, “MCA”, “MCSA”) to You (“User”, “Users”, “Subscribers”, “Creators”, “Authors”, “Readers”).
- MoComics SA provides a suite of tools and services for creators and authors of Comics, Manga, Manwha, Graphic Novels, Children Books, “Bande dessinée” and other possible illustrated and graphical content, to create, adapt, publish and sell digital content on mobile devices like smartphones, tablets and possible futur mobile devices, natively or through web app. The tools and services are available through the Waoow Comics Web Platform – WCWP, the download of the Mocomics Authoring Tool – MCA and usage on their own computer (as a licensed user) and the publishing through the WCWP on the MoComics Showcase App – MCSA
- Mocomics has developed a new Waoow reading experience on mobile, to make available the experience of reading illustrated and graphical content in a story telling and immersive way, on small screens.
- The tools enable authors to create, publish and sell Comics, Manga, Manwha, Graphic Novels, Children Books, “Bande dessinée” and other possible illustrated and graphical content and enable readers on mobile to read, purchase and support created and published content.
- The term “content”, “Story”, “Scenario”, “Art”, “manga”, “Manwha”, “Graphic Novels”, “Children Books”, “Bande dessinée” and other possible illustrated and graphical content means any type of graphic and illustrated content in the form of a sequence of images telling a story, created initially or not, for the platform and published on the platform using our suite of tools
- The term “Service” means each of and any combination of the tools previously mentioned, and related to MoComics SA services.
- As these Terms of Service are subject to change, we will attempt to notify you when major changes are made to them, however we recommend you to periodically review the most up to date version (found at https://mocomics.com/platform/author-registration/terms-and-conditions/). MoComics SA may, in its sole discretion, modify or revise these Terms of Service at any time. Modifications and revisions will take effect 7 days after they have been posted. Nothing in these Terms of Service shall be deemed to confer any third party rights.
- If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify MoComics SA and its officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
Ability to Accept Terms of Service
You confirm that you are 15 years old or older, and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
The Service is not intended for people under 15. Consequently, if you are under 15 years of age, please do not use the Service.
- These Terms of Service apply to all users of MoComics SA’s Services, and more specifically to the users who are provider of content to the Service. “Content” includes the text, synopsis, story board, illustration, art, and any other graphical content you may publish, access through, or contribute to the Service. The Service includes all aspects of any MoComics SA product, including but not limited to software and services offered via the Waoow Comics Web Platform – WCWP, the MoComics Authoring Tool – MCA and the MoComics Showcase App – MCSA
- The Service may contain occasionally, links to third party websites that are not owned or controlled by MoComics SA. The company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. Additionaly, MoComics SA will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve MoComics SA from any and all liability arising from your use of any third-party website.
MoComics SA User Accounts
In order to access some features of MoComics SA Services – for example: uploading your content and using the MoComics self publisher service included in the WCWP – you will have to create a MoComics SA “User Account”. When creating your user account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify MoComics SA immediately of any breach of security or unauthorized use of your account.
Although MoComics SA will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of MoComics SA or others due to such unauthorized use.
General Use of the Service
MoComics SA hereby grants you permission to access and use their Services as set forth in these Terms of Service, provided that:
- You do not alter or modify any part of the Service.
- If you use the Waoow Comics Web Platform – WCWP, the MoComics Authoring Tool – MCA and the MoComics Showcase App – MCSA, you agree that you may automatically download and install updates from time to time from MoComics SA. These updates are designed to improve, enhance and further develop the tools and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit MoComics SA to deliver these to you) immediately as part of your use of the tools.
- MoComics SA grants the operators of public search engines permission to use spiders to copy Content from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the Content, but not caches or archives of such Content. MoComics SA reserves the right to revoke these exceptions either generally or in specific cases.
- You agree not to collect or harvest any personally identifiable information, including user account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, posting) for any commercial solicitation purposes.
- In your use of the Service, you will comply with all applicable laws.
- MoComics SA reserves the right to discontinue any aspect of the Service at any time.
Your Content and code of Conduct
- As a MoComics SA service and content account holder you submit Your content to our MoComics SA publishing quality control services, including comics content in MoComics proprietary format file (.mcxd, .mca, mcw.), images in JPG, PNG, GIF, video format links and user comments. You understand that MoComics SA does not guarantee any confidentiality with respect to any Content you submit.
- You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on a MoComics SA Service.
- You hereby affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit and publish through the Service; and all such Content are original works of authorship on your part and have not been copied, in whole or in part, from any other work and do not violate, misappropriate or infringe any copyright, trademark or other proprietary right of any other person or entity.
- You further agree that Content you submit to the MoComics SA Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the Content or you are otherwise legally entitled to post the Content and to grant MoComics SA all of the license rights granted herein.
- MoComics SA does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and MoComics SA expressly disclaims any and all liability in connection with Content. MoComics SA does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and MoComics SA will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. MoComics SA reserves the right to remove Content without prior notice.
Licensing, Rights, Intellectual Property
- Your Content belongs to you and MoComics SA does not claim ownership rights to your Content and does not prevent you from using your Content for any purpose, except for additional framework conditions arising from support programs and/or offers that MoComics SA offers and/or may offer in the future.
- In the event that MoComics supports your work by partially or totally financing your content development, You are subject to different conditions of use and exploitation than those previously mentioned, specified in the “Production limitations and conditions of license, rights of use and exploitation” chapter of this document. These conditions are agreed and accepted by both parties.
- To enable MoComics SA to make your Content available on our platforms, you hereby grant MoComics SA an ongoing, non-exclusive, worldwide, royalty-free license and right to utilise Content that you publish through our platforms for the commercial purpose of digital publication on our website, through mobile devices, through digital sharing methods and through other digital present or futur means.
- Unless you give us permission to do so, MoComics SA do not sell or redistribute your Content to third party licensees. In a case where MoComics SA offers an opportunity for Content owners to potentially benefit from compensation outside of MoComics SA platforms, such as licensing for merchandising, publication through non-MoComics SA channels, making a movie or other licensing opportunities, a separate agreement with the third party and your full consent would be required.
- The approach is similar in the case where MoComics finances your work, partially or completely. For merchandising, publication through non-MoComics SA channels, making a movie or other licensing opportunities, a separate agreement with the third party, MoComics and your full consent would be required.
- In order to promote, publicise, market and further the success of your Content and MoComics SA as a whole, you hereby grant MoComics SA an ongoing, non-exclusive, worldwide, royalty-free license and right, but not obligation, to utilize Content that you publish on a MoComics SA platform, or give to MoComics SA, and your user persona including, but not limited to, your name, likeness, and biographical information for promotional purposes. Examples include, but are not limited to, sending samples of Content for use by the press, posting Content to social channels, or printing samples of Content for distribution at conventions.
Author revenue program
MoComics SA’s Author revenue program is made for Author to monetise their original content and make a living as a creator.
Author self publishes its content – episode / full story album – on the public digital store of the WCWP in two ways:
- on the WCWP digital store with a PayPal payment method and a direct link to download and read
- on the MoComics Showcase App – for a better, disruptive and WAOOW reading experience on mobile device – and without In App purchase available for the time being to increase both parts revenue.
Income distribution matrix
The “Income distribution matrix” is directly related to the “Content” production working model and the Author revenue program.
As per the introduction chapter of this “Term of service and license agreement,” MoComics SA provides a suite of tools and services for creators and authors to create, adapt, publish and sell digital content on mobile devices like smartphones, tablets and possible futur mobile devices, natively or through web app.
Basically, production of the “Content” – meaning Comics, Manga, Manwha, Graphic Novels, Children Books, “Bande dessinée” and other possible illustrated and graphical content, in episodes and/or full “story” in the Waoow MoComics format tailored for mobile devices and small screens format – is provided by the Artist / Author . The one who creates the core value of the content and product of sales.
MoComics facilitates the creation, publishing and selling “Content” through its tools and platform. However, according to its own development strategy and policies, MoComics SA may support Authors in additional and different ways than the original “A” proposition, resumed in the B & C propositions.
You create, publish and sells “Content” thanks to the tools and services provided by MoComics. You promote (or not) your published content through Your own selected channels and contact points. MoComics may occasionally or regularly use your content via your existing communication channels (social networks for example) or its own communication channels and contact points to promote its platform, services and content. You get seventy percent (70%) of revenue from the sales results of your “Content”. MoComics receives the remaining thirty percent to support development costs, platform, service and additional charges. The percentage mentioned above is applied once the value added tax – VAT 7.7% – deducted from the amount of the sale. All government taxes associated with your income resulting from all payments shall be your sole responsibility.
You create, publish and sells “Content” thanks to the tools and services provided by MoComics. You commission MoComics to digitally promote your content through selected and jointly defined communication channels and contact points. You get fifty percent (50%) of revenue from the sales results of your “Content” MoComics receives the remaining fifty percent (50%) to support digital advertising and promotion costs, development costs, platform, service and additional charges. The percentage mentioned above is applied once the value added tax – VAT 7.7% – deducted from the amount of the sale. All government taxes associated with your income resulting from all payments shall be your sole responsibility.
You create, publish and sells “Content” thanks to the tools and services provided by MoComics. MoComics occasionally or regularly support you in the creation and development of your content by paying you a commonly defined dollar amount for each episode produced and published on WCWP and MCSA. You commission MoComics to digitally promote your content through selected and jointly defined communication channels and contact points. You get thirty (30%) of revenue from the sales results of your “Content”. MoComics receives the remaining seventy percent (70%) to support your content production costs, the digital advertising and promotion costs, development costs, platform, service and additional charges.
The percentage mentioned above is applied once the value added tax – VAT 7.7% – deducted from the amount of the sale. All government taxes associated with your income resulting from all payments shall be your sole responsibility. Contact MoComics at firstname.lastname@example.org to set up the financial agreement.
|program||You, Author||MoComics SA|
Income distribution matrix
the percentage is applied once the value added tax – VAT 7.7% – deducted from the amount of the sale
Preferred program and alternative ones
A program is defined as the preferred one. To opt for the alternative ones (B or C), please contact our team at email@example.com to formalise agreement.
Author program production agreement can also be requested and agreed between the two parties according to specific modalities.
The following examples are indicative and do not bind either party – Author and MoComics – to any contractual agreement resulting from acceptance of the current “Term of service and license agreement”document.
*Example Partial production delegation:
You create your content, prepare it for our solution according to the production requirements and specifications defined by MoComics on our platform (e.g. export in PNG’s format file) and MoComics integrates, adapts and publishes it on the platform.
*Example Full production delegation:
You create your content in the traditional way and you delegate to MoComics, on the basis of your Artwork scanned and transmitted in digital form, the extraction and preparation of files in PNG format, integration, adaptation, re-scripting and publication in MoComics format of your Artwork.
*Within the framework of this Partial production delegation or Full production delegation you accept that MoComics SA and its collaborators or any person approved by MoComics SA, can intervene from case to case on Artwork (exports PNG for example) – in the respect and spirit of the original artistic expression and without any intention of distorting the original work – with the objective of preparing and optimizing the artistic work for the Waoow Comics publication.
Also in the context of this production, you accept that MoComics can interpret and enhance your scripting work in order to adapt it to the narration and scripting mode induced by the technology and software (MCA) developed and operated by MoComics SA.
In this context of Partial production delegation or Full production delegation, the financial compensation related to the additional production costs borne by Mocomics may be applied in several ways, individually or in combination, such as billing by Mocomics to the Author of working hours or lump sums, percentage of revenue on sales increased for MoComics, session exploitation rights for a longer period of time and for a larger type and number of platforms and media publication.
Regardless of the particular form of production chosen by agreement between the Author and MoComics, it is subject to separate contractual conditions, not defined in the present Term of service and license agreement document. For the preparation and acceptance of these separate contractual conditions agreements, please contact the MoComics production department at firstname.lastname@example.org.
Production formats requirement
The author must meet the specifications and requirements defined by MoComics, in terms of quality of work and deliverables provided.
The expected quality of work is professional in terms of both narration and drawing. MoComics reserves the right to choose and accept or refuse, before conclusion of the support program contract, if the examples of work and projects carried out and transmitted in advance by the author are or not relevant.
MoComics offers a Waoow reading experience that translates into immersive 3 dimensional visual effects, interactive narration and minimal reading time for readers to immerse themselves in the story. To reach these Waoow reading experience, MoComics expects the following deliverables
- Unit: 1 chapter / episode
- Reading time: around 3 to 4 minutes
- Equivalent in content production for Authors:
- 10 to 12 manwha /manga pages
- 7 to 8 comics pages
- 5 to 6 of A4 classic graphic novels.
- Episode delivery: may be weekly, twice a month or monthly accordingly to Author pace of work, and is agreed between Author and MoComics.
Production limitations and conditions of license, rights of use and exploitation
These Production limitations and conditions of license, rights of use and exploitation apply to the B and / or C support program, according to their relevance (cf Auhtor revenue program, proposition, A,B,C section) proposed by MoComics.
- Production limitation
MoComics commits to a financial support of at least 3 episodes per Title / Series and/or per Author and a maximum of 6, renewable at the end of the commitment. MoComics reserves the right to interrupt the author’s support program before or after the 3 episodes have expired, depending on certain circumstances:
- the quality of the work provided – script, drawing, narration and adaptation to MoComics format – no longer corresponds to the synopses, drawings, preparatory documents and/or any other documents or references presented before the collaboration agreement in order to convince MoComics SA to support the Author and the project in question.
- the obvious failure to meet the deadlines set between the Author and MoComics SA for the delivery of the episode for publication
- non-compliance by the author with any of the conditions, regulations or code of conduct described in this document.
- traction and/or download and/or sales results to readers and/or the author’s community deemed insufficient for the minimum profitability of the series – namely the equivalent amount invested by MoComics for the number of episodes published.
- the inability of MoComics to continue the support program for unexpected, unforeseeable and sudden reasons of lack of financial liquidity (nb: generally speaking, MoComics is committed to the support process, knowing that it will be able to financially honour the first 3 episodes).
For each episode / chapter published by the Author on the platform and supported financially by moComics, an exclusive period of 6 months is reserved for MoComics. During this period, which begins as soon as the episode is officially published on the platform – i.e. the first downloadable publication of the episode / chapter by all visitors on WCWP and MCSA – the author may not publish its content in any alternative digital and / or printed form or any existing and/or competing digital platform and by any publisher. After these 6 months, the author is free to use his content in any digital form and on any digital platform.
The Exclusivity restriction does not apply to “Excerpts” from the episode / chapter that the Author may use for promotional purposes on social networks – a practice that MoComics recommends.
Excerpts definition: any digital image, screenshot or short video, representative and iconic, extracted from the episode / chapter published and which represents and illustrates a maximum of 5% of the published chapter / episode.
Income, Revenue Payments
MoComics considers 2 types of payment to authors:
- Regular sales income – payment linked to publication revenues and content sales by authors on the platform
- Production support revenue – payment related to the creation and production of content by the author, selected and chosen by MoComics, as part of its strategic development
- Regular sales income
the income comes from the sale of each episode / chapter created and published by the author and uploaded by the reader on the platform – WCWP. The author’s percentage of income is defined in programs A, B and C above.
- Production support revenue – episode / Chapter lump-sum amounts
- As mentioned above, MoComics may support production content of Authors. A lump sum for each episode is fixed with each Author, before the beginning of the production, knowing that MoComics seeks equity between Authors. This amount may vary depending on Mocomics’ liquidity, the market, the quality of the content delivered and its attractiveness to the public, the frequency of publication of each author.
- The amount is quoted and paid in US $ for the time being.
- Mocomics reserves the right to change the fixed amount, if it has not already been agreed with the author and in particular according to the above-mentioned criteria.
- MoComics commits to a financial support of at least 3 episodes per Title / Series and/or per Author and a maximum of 6, renewable at the end of the commitment.
Your income is paid at the end of each month, based on the number of downloads and sales for each episode you have created and published on the platform and proportionally to the percentage of the chosen program.
For Your payment and fees revenue, You must have an active Paypal Account in order to request and receive payment. Our users reside in various countries all over the world. Paypal has proven to be the most efficient and reliable method of payment at this time. There may be Paypal transfer fees associated in certain countries determined by Paypal, not by us.
The Minimum Balance transfer amount is set to 25 $.
It takes 3-5 business days to transfer the requested payment amount to your Paypal Account. MoComics SA is not responsible for any error with your Paypal account or information.
- You have the right to opt out of the Services at anytime by removing your Content or by sending a written notification with the subject line “Opt Out Notice” to MoComics SA via email at email@example.com
- Users, who violate these Terms of Service, tamper with the operation of any program, or engage in any conduct that is detrimental or unfair to MoComics SA, the program or any other users (in each case as determined by MoComics SA’s sole discretion) are subject to suspension or cancellation of their user account(s) along with their ability to submit requests for payment.
- MoComics SA will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
- MoComics SA reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. MoComics SA may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Service.
- If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may by email with the subject line “Copyright” to firstname.lastname@example.org in writing
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- You acknowledge that if you fail to comply with all of the requirements of this Section your DMCA notice may not be valid.
- Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice by either of the methods outlined containing the following information:
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- If a counter-notice is received by MoComics SA, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Warranties and Disclaimers
- Other than as expressly set out in these terms or in additional terms, MoComics SA will not make any specific promises about the Service. For example, MoComics SA will not make any commitments about the content within the service, the specific function of the Service or their reliability, availability, or ability to meet your needs. MoComics SA provides the Service AS IS.
- Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.
You release MoComics SA and any of its affiliates, directors, officers, employees, representatives, agents and agencies (collectively, the “Released Parties”) from any liability whatsoever, and waive any and all causes of action related to any claims, costs, injuries, losses, or damages of any kind arising out of or in connection with any MoComics SA Service (including, without limitation, participation in the membership) or delivery, misdelivery, acceptance, possession, use of or inability to use any benefits (including, without limitation, claims, costs, injuries, losses and damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light, whether intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory. Some jurisdictions do not allow (i) the exclusion of implied warranties on applicable statutory rights; and in the case of the countries of the United Kingdom, Luxembourg, the Netherlands and Spain, (ii) limitations on a contracting party’s liability with regards to damages or death caused due to its negligence or intentional misconduct, so the above exclusions and limitations may not apply in some cases.
Limitation of Liability
- The Service will be governed, construed and interpreted under the laws of the Switzerland. Members agree to be bound by these Terms of Service and by the decisions of MoComics SA, which are final. MoComics SA reserves the right to suspend or cancel user accounts and any benefits should viruses, bugs, unauthorized human intervention or other causes beyond our control affect the administration, security or proper handling of the benefits or MoComics SA otherwise becomes (as determined in its sole discretion) incapable of running the program as planned. In case of bankruptcy, MoComics SA reserves the right to deny all benefits and obligations that it may have.
- When permitted by law, MoComics SA will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, or punitive damages.
- To the extent permitted by law, the total liability of MoComics SA, for any claim under these terms, including any implied warranties, is limited to the amount you paid us to use the Service (or, if we choose, to supply you the Service again).
- In all cases, MoComics SA will not be liable for any loss or damage that is not reasonably foreseeable.
- In case of any conflict or inconsistency, further agreements between you and MoComics SA supersede these Terms of Service.
For questions about these Terms of Service, send an e-mail to email@example.com