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Jul 2021
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Arkstrider
Jul '21

Hi everyone.

I wanted to publish my comic on Webcomicsapp and just recently got the non-exclusive contract form to fill.
Upon examining the terms I've found something weird and wanted to confirm my fears.

By signing the contract:
you retain your ownership rights - OK.
you give them non-exclusive authorization/permission to publish, advertise e.t.c. your works - OK.
authorization lasts for 3 years - OK-ish.
there's no line that says you can recall/nullify the authorization before the 3 year period ends - NOT OK.

My concern is that after you sign non-exclusively with Webcomicsapp and let's say you'll be approached by another publisher for an exclusive contract - you won't be able to sign it because you cannot guarantee exclusivity because you gave Webcomicsapp authorization to publish your work for 3 years and the contract didn't state any cases in which the authorization period could be ended prematurely. Am I correct? I know this is a creators' forum, not lawyers', just wanted to share this so you would be aware of this possible problem.

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    Jul '21

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    Jul '21
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Eiranyx
Jul '21

As someone who also publish my work with them, I asked about regarding the termination when I reviewed the publishing agreement with them to clarify that part before signing.
The editor in charge of me told me that because, the IP /ownership right is mine, if ever I decided to terminate that agreement, I can since it's my right as the creator and content provider. Also I can also sign up to other publishers since it was non exclusive to begin with.
For example, a certain publisher offered me an exclusivity contract and the contract states that I need to pull out all of my chapters on other app including them (webcomics) -- then they will terminate the agreement.
It was also clarified that it isn't exactly a contract, it is more of a 'publishing agreement' in which permission is given by the creator to the company to allow them to distribute your work to the app/platform.

However, it would be an entirely different story, once a creator decided to publish paid chapters or was offered by them to publish paid chapters on their platform, there's a different contract for that.
To give a heads up, an actual detailed contract will be provided to them which includes distribution rights(if it will be exclusive or non exclusive) and it also includes the section regarding the factors you're looking for (i.e. termination/nullification of contract etc) and other things such as royalties, service provided and stuff (if I recall, I think it's around 11 pages)

Arkstrider
Jul '21

Thanks for the info.
Would be nice if they included all of that in the agreement to prevent confusion.

doublemelon
Jul '21

I got the same contract.

In the email it says "...Then the contract came into effect."

It is a contract in my book. And whatever explanation they give you in email means nothing as it is not mentioned in the contract.

Anyone ever tweaked some parts of the contract before signing it?

Arkstrider
Jul '21

I doubt they will modify the contract unless the creator and his work are pretty popular.

I do agree that email response from an editor doesn't qualify as a part of the agreement, but I don't think the publisher would try to enforce the contract. It would be a bad publicity and I can't imagine the situation in which it would be worth it.

I personally don't like the fact that they're leaving this loophole for themselves. An honest publisher would offer a solid contract.

I think the right course of action would be to ask them to modify the contract and if they'll refuse - just walk away.

Ordinaryaverageguy
Jul '21

It sounds like you were hoping for the contract to say it's a 3-year contract except that it's not really a 3-year contract because anyone can quit anytime they want. There doesn't seem to be much point to having any specific duration mentioned if that were the case.

Caro
Jul '21

Not a lawyer but I’ve dealt with a lot of contracts and I have a lawyer specifically for this stuff. Its important to note than contracts are MEANT TO BE NEGOTIATED! Combat it with terms that are more agreeable to you. And always ask for clarification! It helps them and it helps you!!

Is the contract for one specific work or for whatever works you publish within that 3 year period? 3 years is long even for larger sites. I’ve never signed a contract that had exclusivity for more than a year. And the exclusivity only extended to the one specific work published on the site.

Also let me know if I misunderstood anything I’m a couple drinks deep and just REACTED so I uhhhh might now be replying correctly

Arkstrider
Jul '21
1
Ordinaryaverageguy

I don't mind if the authorization period would last till the end of time. My main issue is the authorization being unconditional. There should be a line that states something like "the proprietor can nullify the authorization unilaterally at any time".

Arkstrider
Jul '21
Caro

The publishing agreement is non-exclusive, it affects only those works that proprietor have listed in the said agreement. But it may contain a loophole that legally takes away the creator's ability to sign an exclusive contract with another publisher for the next 3 years.

Ordinaryaverageguy
Jul '21

You would have to get out of the non-exclusive contract in order to sign an exclusive contract, otherwise you couldn't fulfill your part of the exclusive contract.

Arkstrider
Jul '21

That's exactly my point.

  1. You sign a non-exclusive publishing agreement with Webcomicsapp for 3 years
  2. Webtoon/Tapas approaches you with an exclusive offer.
  3. You cannot sign an exclusive contract with them because you gave Webcomicsapp a permission to publish your work for 3 years.
  4. You cannot get out of the Webcomicsapp contract because it doesn't contain any get out options for creator. It's up to Webcomicsapp to decide whether they want to let you go before the 3-year period expires.

Hence why I asked them to add something similar to "the proprietor can nullify the authorization unilaterally at any time" to the agreement. Still waiting for their reply.

doublemelon
Jul '21

Please let us know if they agree to the change. That's the reason I have been putting off signing it too.

Especially I just want to be a contributor for now, the comic will probably not gather that much ad revenue. This contract is such an unnecessary pain lol

Eiranyx
Jul '21
1

Ok, since I noticed that a lot of people here has been using the terms: 'contract' and 'agreement' -- and assumes both are the same,and concern about legalities seemed to be brought up, I think it's also important to clarify these terms and need to be said.

The thing is I think most people always use contract and agreement interchangeably , but legally speaking, they aren't exactly the same.
If you were to define the two,"An agreement is more of an understanding or arrangement between two parties, it may be written or not written. While contract is a Specific agreement with terms and conditions that are enforceable court."

And in this case, I am sure that the document,.the written document they provided to you is a PUBLISHING AGREEMENT and not a CONTRACT -- additionally the publishing agreement is NON EXCLUSIVE to begin with which explains why you can still sign up with another publisher and even sign up an exclusivity deal with another publisher without any legal problem,

To explain it further, the one you're signing has a "PUBLISHING AGREEMENT" as a header -- which means that you aren't signing a contract. additionally, an agreement doesn't have terms written on it.
The main purpose of a written agreement is simply for both parties to consent to do or refrain the other from doing something.Nothing requires the parties to adhere to the terms of the agreement aside from the honor system -- which is why you can terminate it even if the effective date of that document is still active the only purpose of the time written on it is that both parties simply acknowledge the agreement as they can for that amount of time and if one decided to terminate it they can because an agreement is technically an informal arrangement to begin with. An agreement can’t be enforced in court through litigation because it lacks the elements of a contract.It has absolutely no legal force
which means, THEY(The other party) CANNOT SUE YOU just for terminating the agreement or because you signed up with another publisher because it never stated anything about the termination. and also because they have already stated that it was a NON EXCLUSIVE arrangement, THEY CANNOT REFRAIN YOU, also, from signing up to another publisher either. It is also good to take note that a written agreement lacks the elements of a contract and has an absolutely no legal force. BUT it’s often the beginning of a contract negotiation. and since the document that they provided was only a written agreement, you could take it as it means that document, didn't proceed to a contract signing, therefore there is no legal binding process that happened between you and the other party.

A CONTRACT on the other hand is a formal arrangement between the two parties and now contains Terms and Conditions that can be negotiated by both parties until there will be an agreement in the terms. -- which isn't necessarily written in a written agreement.
This time, the terms is now written and now considered as a document that enforces a legal binding for both parties. Both parties must now comply to the terms that they have agreed upon. That's the only time when terms and conditions, royalties, obligations (etc) and even the guide for termination WILL BE WRITTEN and because IT HAS TO BE WRITTEN within the contract. This time, BOTH PARTIES CAN SUE THE OTHER if the other fails to comply their obligations, or failure to adhere to the terms written on the contract --- which is why this is the document that you should review carefully and negotiate as much as possible before signing.

Although both documents (written agreement and contract) may require a signature of both parties, the purpose of the signature in these documents works differently.
In an agreement, it may work more of only an 'assurance' that you have agreed with the condition or a proof that you gave your consent to the other party on doing something. On a contract on the other hand it works as a legal proof that you have read,understood and agreed to the written terms in that document AND YOU WILL COMPLY to the terms agreed upon.

I hope people will understand more about the difference between the two documents with that said, I tried my best to explain everything as simple as I can, and I hope I can enlighten people with this lengthy explanation also it's best to review which type of documents that requires a signature too because like I said earlier, your signature works differently.

Arkstrider
Jul '21

Thank you for such a comprehensive explanation, I learned a lot from it.

Even if an agreement doesn't have any legal power the publisher shouldn't have any problems with 'agreeing' to add one simple line to clarify something really important, right?

Eiranyx
Jul '21

Yes, because that is the purpose of having an agreement to begin with. like I said, both documents basically involves a negotiation in itself and it was arrangement. and I'm sure that they will ask you to review it first too right? additionally, they will send you the editable draft of the written agreement, if you want them to add that line for let's say reassurance purposes regarding something you can ask them to add it, wait for the edited version before signing it. ^^