Agreement for Distribution of Interactive Fiction

1. This agreement is entered into by Poeko Inc. (Yarn) hereafter referred to as “Yarn”, and you, hereafter referred to as “Writer”. The Effective Date of this agreement is 11/15/2019.

2. The term of this agreement is the period beginning on the Effective Date of this Agreement and ending one (1) business day after notice of termination by the Writer or Yarn. Yarn may terminate agreement by giving written or e-mail notice to participating Writers. The Writer may terminate this agreement (or remove selected works from agreement) by providing Yarn with written or e-mail notice. One (1) day after notice is allowed to propagate changes.

This agreement allows Yarn to distribute digital copies of “interactive fiction” owned or cleared by the Writer. Here, “interactive fiction” is defined as code, text, images, music, sound effects, and video recordings (“components”) that collectively make up a single piece of work. Any piece of “interactive fiction” and the underlying components provided under this agreement must be owned or controlled by the Writer and/or have been cleared by the Writer. Such “interactive fiction” will be referred to as a “Story” or “Stories.”

4. All right, title and interest in the Stories and related materials provided to Yarn shall remain the property of the Writer.

SPECIFIC RIGHTS GRANTED TO YARN

5. The Writer grants Yarn the right to modify the original Stories for the purpose of making it accessible on Yarn's platform. Any modified or derivative Stories created from the Writer's original will be considered the property of the Writer. Modified or derivative Stories are considered under this agreement the same as the original, unmodified Stories.

6. The Writer grants Yarn the NON-EXCLUSIVE right to distribute Stories given in Appendix B (Stories Offered by the Writer). This distribution is limited to the following activities:

a. The transfer of Stories and related components onto one or more computers, servers and/or data storage devices which are owned by Yarn or its officers or employees (henceforth known as an “Yarn-approved computer”).
b. The distribution of Stories to the general public through Yarn's digital properties for FREE. These properties include but are not limited to Yarn's iOS application and Yarn's Android application. Distribution is governed by Appendix A (Digital Distribution Agreement).
c. The use of Stories for various promotional activities such as App Store screenshots.

GENERAL STIPULATIONS

7. The Writer agrees to indemnify and hold harmless Yarn (and its respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of the Writer under this Agreement; or (ii) any claim that any Story, story component or other materials provided or authorized by or on behalf of the Writer violates or infringes the rights of another party. Except pursuant to an express indemnity obligation, in no event shall either party be liable to the other party for indirect, incidental, consequential or special damages, including loss of profits or punitive damages, even if advised of their possibility.

8. Yarn reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be sent to the Writer by email prior to their effective date. In the event that the Writer does not consent to any such amendments and/or modifications, the Writer's sole recourse shall be to terminate this Agreement.

9. Either party shall have the right to terminate this Agreement prior to the expiration of the Term in the event that the other party breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of written notice of such breach, or if not able to be so cured, then resolved to the other party's satisfaction, not to be unreasonably withheld.

Appendix A: Digital Distribution Agreement

10. Yarn may distribute an unlimited number of Digital Media Licenses for any Stories included under this agreement, subject to provisions below.

11. If a Story listed in Appendix B requires modification to function correctly on Yarn's platform, it is the responsibility of Yarn to perform the required modifications.

12. Yarn may not distribute to the general public any modified or derivative version of the Stories listed in Appendix B without the express written permission of the Writer.

13. Yarn may only distribute the Stories listed in Appendix B for FREE. Yarn may not sell or otherwise profit monetarily from the Stories distributed as part of this agreement.

14. Digital Media Licenses, are to be transferred to the general public (“customer”) through a secure internet connection between a Yarn-approved computer and the customer’s media device (this may be a computer, smart-phone, iPod or other device). The license transferred is a single user license only, and does not authorize the licensee to any further distribution of the Digital Media License.

Appendix B: Stories offered by the Writer

Story Name: The story listed previously   Format: The story format listed previously