Publication agreement

Publication agreement

Version 1 November 2015

The undersigned:

The private company with limited liability Redbox BV, having its seat and registered office at (7554 PM) Hengelo at Wolfkaterweg 22, in this matter legally represented by Mr. PJC (Jan) Middelkamp, the company hereinafter to be called: “Redbox”,

and

Every Author (Author) that registers on blackboxfitness.com.

Hereinafter individually also to be called “party” and jointly “the parties”;

Whereas:

(i) Redbox is engaged in conducting and distributing research and (management) information and Publications within the sports, fitness and health sector in general and the international fitness sector in particular, partly through online services;

(ii) Redbox operates an online platform named “blackboxfitness.com” to provide fitness professionals with Publications and products;

(iii) Within this framework Redbox offers Publications and products through blackboxfitness.com, among other things from third parties, which are obtainable against payment;

(iv) Redbox intensively develops and promotes blackboxfitness.com by using different marketing tools like social media, advertisements, et cetera;

(v) The Author is the owner of one or more Publications or products and wishes to offer such products through blackboxfitness.com.

PARTIES DECLARE TO HAVE AGREED AS FOLLOWS:

Article 1. Definitions

Blackboxfitness.com

The environment where the Author can offer their Publications and products to clients.

Client

A user of blackboxfitness.com who purchases a Publication through blackboxfitness.com.

Purchase agreement

The purchase agreement effected between the Author and a client when a client purchases a product through blackboxfitness.com.

Environment

Blackboxfitness.com and any other application designated by Redbox.

Agreement

The present contract.

Premium Author

90 euro ex VAT per year. Author receives 90% of the turnover of own Publications and products.

Publications (and products)

All content in the sense of the copyright act 1912 in respect of which Redbox has stated that they can be offered by the Author through blackboxfitness.com.

Standard Author

For free. Author receives 65% of the turnover of own Publications or Products.

Sales price

Price inclusive of forwarding charges and VAT.

Article 2 Publications

2.1 The Author offers his Publications and product(s) through blackboxfitness.com. The Author grants Redbox the right to offer the publications and product(s) worldwide on behalf of the Author.

2.2 The Author grants Redbox the right to promote the product through blackboxfitness.com and to offer the product for downloading against payment.

2.3 The Author delivers the Publications and products digitally to Redbox.

2.4 The Author guarantees that the Publication (or product) is completely free of commercial expressions. Redbox reserves the right to remove the Publication entirely or partly from blackboxfitness.com and not offer it any longer, if Redbox thinks that the Author acts in violation of this article.

2.5 Author on blackboxfitness.com can only be individual persons. Organizations or companies will not be accepted as an Author.

Article 3. Offer and delivery of the Publications or products

3.1 The Author puts the Publication non-exclusively at the disposal of Redbox for the period of time the Author offers the Publication to Redbox through blackboxfitness.com. Redbox shall offer the Publication through blackboxfitness.com.

3.2 When a client of blackboxfitness.com purchases an article offered by the Author, a purchase agreement is concluded between the Author and the client. The Author recognizes that Redbox is not and will not be party to this purchase agreement. Redbox takes care of the delivery of the Publication and product.

3.3 In the event that there are more Author for each publication, only one of the Authors will act as party to the contract between the Author and Redbox. The Author shall be responsible for the distribution of the proceeds with the other Author.

Article 4. Financial provisions

4.1 The sales price of the Publication is determined by the Author.

4.2 The Author is entitled to change the sales price of the publication at any moment. The Author decides whether the price will be increased or decreased.

4.3 In deviation from the provision in the first and second section of this article, Redbox shall be entitled to offer Publications of the Author with reduction. The reduction shall be at most 50%.

4.4 Redbox will arrange blackboxfitness.com in such a way that clients pay to Redbox. Redbox shall collect the payments of the clients.

4.5 The Author Authorizes Redbox irrevocably to exercise any collection rights resulting from the purchase agreements in the name of Redbox and with the exclusion of the Author.

4.6 On the basis of the Standard Author, the Author is entitled to receive 65% of the turnover exclusive of VAT and transaction costs, and Redbox receives 35%. The Author shall not be charged any additional costs.

4.7 Against prepayment of € 90,-- (ninety Euro) (exclusive of VAT) per year (12 months), the Author shall be entitled to be Premium Author. On the basis of Premium Author, Redbox and the Author shall in deviation from article 4.6 be entitled to 10% of the turnover exclusive of VAT and 90% of the turnover exclusive of VAT respectively, after deduction of transaction costs.

4.8 In the event that the Author has offered his publication through blackboxfitness.com for at least a period of 3 months, the Author shall receive every quarter year on the first day of the new quarter year, a sales review from Redbox of the period during which the Author offers the publication. In all other cases the sales review shall be provided and payment be made in the following year.

4.9 Within 30 days from the receipt of the sales review from Redbox the Author shall send Redbox an invoice. Redbox shall settle the invoice within 30 days after receipt. Payment of the invoice by Redbox to the Author will be made by bank transfer.

Article 5. Liability

5.1 The Author shall be liable for all issues of content in respect of the publication. The Author holds Redbox harmless against any relevant claims and shall indemnify Redbox for all costs and damages resulting from such claims.

5.2 The Author shall effect a professional liability insurance.

Article 6. Duration and termination of the Agreement

6.1 This agreement has been concluded for an indefinite period of time and ends, without prejudice to the legal provisions about termination and dissolution of an agreement, by operation of law immediately and without giving notice when the copyright expires by operation of law or if a Dutch judge determines in proceedings on the substance of the case that the Publications and products are not subject to copyright and this decisions becomes final and binding.

6.2 In the event that:

I. The Author infringes any obligation under the agreement;

II. Redbox can conclude in all reasonableness that the Author will fail to fulfill the agreement;

III. The Author is declared bankrupt, applies for or is granted suspension of payment, or he is granted or files personal bankruptcy under the Dutch personal bankruptcy act (Wsnp), or he transfers the management or control of his business, or he loses his corporate status or his company is dissolved or wound up, the Author shall be in default by operation of law.

6.3 If a situation referred to in section 2 occurs, Redbox shall be entitled to wholly or partly dissolve the agreement unilaterally without notice of default and without judicial intervention and without prejudice to other rights of Redbox including the right to complete indemnification of all its (indirect) losses. Dissolution of the agreement in the sense of this article takes place by means of a registered letter.

6.4 During the currency of this agreement the Author shall be entitled to stop offering his Publication through Redbox.

6.5 Redbox shall at any time be entitled to stop the availability of the functionalities of blackboxfitness.com.

6.6 Parties shall be entitled to terminate this agreement with due regard to a notice period of 1 month. Notice of termination shall be given online through the function ‘delete account’.

Article 7. Transfer of rights and obligations

The Author is not entitled to transfer his rights or obligations under the agreement to a third party without prior consent of Redbox. Redbox shall not refuse such consent on unreasonable grounds.

Article 8. Intellectual property

8.1 The Author guarantees to be the owner of the copyrights in respect of the Publications and products and to be authorized to enter into this agreement. The Author holds Redbox harmless against all claims in respect of this matter and shall indemnify Redbox for any costs and loss arising from such claims.

8.2 Parties shall inform one another forthwith of any infringement of the copyright in respect of the Publications or in the event that a third party claims rights to the products or alleges that one or more infringe its rights.

Article 9. Final provisions

9.1 This Agreement and any rights and obligations resulting from it shall exclusively be governed by Netherlands law.

9.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) of 11 April 1980 is excluded.

9.3 All disputes arising from or in connection with this Agreement or further agreements resulting from it, shall be submitted to the competent court in Amsterdam.

9.4 In case of interpretation differences between the Dutch text of this agreement and its annexes and a translation thereof, the Dutch text shall be decisive.