This Author’s Republic Narrator Agreement (the “Agreement”) is made between RB Authors Republic, LLC. (“Author’s Republic”) and you, the Narrator. The Production Details are set forth in Schedule A, which is attached hereto and made a part of this Agreement be this reference.
NOW THEREFORE, in consideration of the mutual promises, benefits and obligations set forth below and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
DEFINITIONS
“Acceptance Criteria” means the Quality Considerations together with the Timeline, both of which are set forth in Schedule A, which must be satisfied for the Rights Holder to give approval of the Master Recording.
“AR Platform” means the online portal created by Author’s Republic on their website for the purpose of Distribution as well as facilitating collaboration between Rights Holders and Narrators for the production and development of the Master Recording. The AR Platform is operated in the sole discretion of Author’s Republic and may be modified, changed or discontinued in whole or in part at any time in the sole discretion of Author’s Republic without any liability to Narrator. Use of the AR Platform requires compliance with its Terms of Service.
“Artwork” means any art, artwork, images, photographs (e.g., author likeness, narrator likeness, etc.), cover art, videos and marketing materials that are submitted on the AR Platform in connection with the Narration Services, Master Recording or Audiobook.
“Audiobook” means the digital file including without limitation, the final version of the Master Recording, approved by Rights Holder and formatted, edited or otherwise modified by Author’s Republic after such approval by Rights Holder, along with any associated Artwork, metadata, and other text (e.g., excerpts of the Work, author biographical information, synopsis, etc.) or digital content related to the Work.
“Author’s Republic” means RB Authors Republic, LLC., which is a legal entity that is a party to this Agreement and is a distributor and marketer of Audiobook titles to Distribution Partners.
“Confidential Information” means any confidential information of the parties, including, but not limited to business activities, marketing, technical, scientific or other information disclosed by a party and relating to such party’s operations, products, services, designs, plans, strategy, customers, business opportunities, finances, research, development, know-how, or trade secrets, with such confidentiality designated at the time of disclosure or as can be reasonably inferred given the circumstances of disclosure.
“Distribute/Distribution” means to publish, rent, reproduce, distribute, market, sell and license Audiobooks to Distribution Partners throughout the world through use of the AR Platform in connection with the Author’s Republic Rights Holder Distribution Agreement.
“Distribution Partners” means any distribution channel, retailer, wholesaler, bookstore, or other reseller that Author’s Republic Distributes the Audiobook to for the purpose of commercial sale and/or circulation throughout the world. The Distribution Partners may be updated from time to time within the sole discretion of Author’s Republic.
“Effective Date” means the last date on which the Parties have executed this Agreement.
“Holdback Amount” means the account privately managed and controlled by Author’s Republic that shall hold the Production Fee.
“Master Recording” means the complete, final audio recording of the oral human narration of the Work as accepted and subsequently submitted by Rights Holder to the AR Platform. For further clarity and the avoidance of doubt, recordings containing Text-to-Speech Narration (as defined below), whether in whole or in part, shall not be considered a Master Recording under this Agreement.
“Marks” shall mean any name, trademark or other brand feature owned, licensed to, or claimed by a party, including but not limited to the parties’ respective trademarks, design marks, logos, taglines, service marks, trade names, and trade dress, if any.
“Narrator” means the natural person who is party to this Agreement and who will perform the Narration Services set forth in Schedule A.
“Narration Services” means the original, human vocal performance of narration by Narrator of the Work for the purpose of creating the Audiobook, as facilitated by the tools made available on the AR Platform, including any revisions or modifications of any sort.
“Parties” means Author’s Republic and Narrator, collectively
“Production Fee” means the full consideration for the Narration Services, with such consideration being the per-finished hour rate (with such rate being designated by Narrator on the AR Platform in his or her sole discretion) multiplied by the estimated number of finished hours required to complete Narration Services (i.e., the estimated duration of the Master Recording). A finished hour of audio is measured as sixty minutes of completed Master Recording, without regard to the amount of time it took to create and edit that finished hour. Any Master Recording with a final duration of less than sixty (60) minutes will be rounded to one (1) finished hour for the purpose of determining the final billable duration.
“Quality Considerations” means the certain attributes of the Master Recording, as set forth in Schedule A, that the Rights Holder will consider when determining whether the Master Recording’s quality is sufficient for approval.
“Rights Holder” means the author, publisher, rights owner, or rights licensee, or an authorized agent of any of the foregoing, who legally owns or controls the copyright (intellectual property) of the Work.
“Rights Holder and Narrator Agreement” means the agreement, separate and apart from this Agreement, which is by and between the Rights Holder and the Narrator, in which the Rights Holder engages the Narrator to perform Narration Services in connection with production of the Master Recording.
“Term” means the term commencing on the Effective Date and continuing thereafter until and unless terminated in accordance with the terms and conditions set forth herein.
“Text-to-Speech Narration” means a recording which contains, in whole or in part, text-to-speech audio through use of an AI or computer-generated voice.
“Timeline” means the time scales, as set forth in Schedule A, for which certain actions, steps, processes and/or deliverables are to be completed.
“Work” means the book, novel, literary work or other writing provided by Rights Holder for which Rights Holder is the author, publisher, rights owner, or rights licensee, or an authorized agent of any of the foregoing, who legally owns or controls the copyright thereto.
GRANT OF RIGHTS
Services. Author’s Republic hereby grants Narrator the non-exclusive, non-transferable, non-sublicensable right to use its AR Platform to the extent necessary to fulfill Narration Services in connection with the Rights Holder and Narrator Agreement. Narrator agrees to use the AR Platform in compliance with the terms and conditions set forth on the AR Platform and to not use the AR Platform in any way that will violate any applicable law, bylaw, rule or regulation. Further, Narrator agrees to comply with all terms and conditions of the Rights Holder and Narrator Agreement entered into on the AR Platform, including without limitation, performing the Narration Services in accordance with the Acceptance Criteria.
Promotional Materials. Narrator grants to Author’s Republic a non-exclusive, perpetual, royalty-free, transferable, sublicensable worldwide license to use the Narrator’s Marks, Artwork and biographical information in connection with the marketing, promotion, advertising, sale and Distribution of the Audiobook. Such marketing may include, without limitation, presentations, financial reports, press releases, customer lists, websites, blogs and other applicable materials. If requested by Author’s Republic, Narrator will provide a written biography and/or Artwork of Narrator. Narrator grants Author’s Republic the right to use, reproduce, modify, edit or otherwise adapt the submitted biography and Artwork provided as may be necessary to comply with Distribution Partners’ length, content or other technical requirements.
RIGHTS RESERVED
Narrator. Narrator has the right to obtain or pursue agreements to perform narration services for third parties; nothing in this Agreement is intended to limit or prevent the Narrator from entering into narration agreements or other agreements with any other creator, author or distributor of audiobooks.
Subject to the express licenses granted herein, all rights, title and interest in and to the Narrator’s Marks are and will remain with Narrator.
Author’s Republic. Nothing in this Agreement shall obligate Author’s Republic to Distribute or otherwise use the Narrator’s Narration Services (or any portion thereof) in connection with the Audiobook or otherwise. Author’s Republic reserves the right to, in its sole discretion and for any reason, reject the Master Recording for Distribution as an Audiobook and/or withdraw the Audiobook from Distribution at any time. For the avoidance of doubt, Author’s Republic shall not accept any Master Recording under this Agreement that contains, in whole or in part, Text-to-Speech Narration.
Further, Author’s Republic reserves the right to edit, add to, delete from or otherwise change the terms (or any portion thereof) of this Agreement at any time, and such changes will become effective once posted on the AR Platform. Author’s Republic will make commercially reasonable efforts to communicate such changes to Narrator.
Nothing in this Agreement requires Author’s Republic to have an exclusive relationship with Narrator nor requires Author’s Republic to recommend Narrator’s Narration Services to any other rights holder.
Subject to the express licenses granted herein, all rights, title and interest in and to Author’s Republic’s Marks and to the AR Platform content, including, but not limited to, all images, designs, photographs, videos, software applications, text and other materials, is and will remain the property of Author’s Republic and Author’s Republic partners or affiliates. Such content is protected by Canadian, United States and international copyright, patent, industrial design and trademark laws, as applicable, and may only be used with Author’s Republic prior written consent. Narrator agrees and acknowledges that it does not have a right, proprietary or otherwise, in the business and the goodwill of Author’s Republic, any of Author’s Republic’s intellectual property, or in any business with which Author’s Republic has a relationship, contractually or otherwise.
All rights not expressly granted are reserved by the respective party.
TERM
This Agreement shall commence on Effective Date and shall continue in full force and effect until terminated in accordance with Section 5.
TERMINATION
Narrator’s Termination. Narrator may, at its option, terminate this Agreement at any time by deleting Narrator’s account from the AR Platform.
Author’s Republic’s Termination. Author’s Republic may, in its sole discretion, terminate this Agreement upon written notice to Narrator at any time for any reason whatsoever. Upon termination, all rights granted by Author’s Republic shall revert to Author’s Republic and Author’s Republic reserves the right to delete Narrator’s account from the AR Platform, resulting in prevention of further access or use of the AR Platform by Narrator as well as removal of any of Narrator’s materials submitted on the AR Platform. In the event of such termination, Author’s Republic shall not owe any payment to Narrator.
DELIVERY
In addition to the requisite account holder information Narrator must upload onto their account on the AR Platform, Narrator shall also upload to their account on the AR Platform two audio samples: (i) a sample narration (of any length) from a previous narration (whether or not such previous narration was doing through the AR Platform); and (ii) a demo narration from the excerpt of a public domain text provided by Author’s Republic within the AR Platform UI. Such uploaded audio samples shall be reviewed by Rights Holders when assessing whether Narrator is best suited to engage in Narration Services.
When uploading material to the AR Platform, whether the aforementioned sample recording(s) or a completed Master Recording (or any portion thereof) or any other materials, Narrator shall comply with all requirements on the AR Platform and in the Rights Holder and Narrator Agreement.
Narrator agrees and acknowledges that it shall not utilize Text-to-Speech Narration as part of its Narration Services and shall not submit any Master Recording under this Agreement that contains, in whole or in part, any Text-to-Speech Narration.
PAYMENT
Narrator shall use the AR Platform free of charge, subject to any transactional fees, and Author’s Republic shall not owe any payments to Narrator. Narrator may propose their Production Fee for their Narration Services on the AR Platform. Author’s Republic shall manage and control the Holdback Account which shall hold the amount owed by Rights Holder to Narrator for Narration Services, with such management to be in accordance with the terms and conditions set forth in the Rights Holder and Narrator Agreement.
Narrator shall use and pay for their own or self-acquired production facilities, equipment and other resources and accepts sole responsibility for all costs of Narration Services and shall not claim compensation of any kind other than the Holdback Amount retained in association with the Production Fee, in accordance with the Rights Holder and Narrator Agreement.
REPRESENTATIONS AND WARRANTIES
Narrator represents and warrants that:
Narrator has the full power, authority and right to enter into this Agreement and to perform its services hereunder unencumbered by the rights of any third party;
Narrator is the sole author and owner of, or the authorized holder or controller of, all rights and title to Narrator’s Marks, Artwork and biographical information, and has the right to grant Author’s Republic all related rights and licenses granted herein;
Narrator has the necessary training, skill and knowledge to perform the Narration Services and Narrator will perform the Narration Services in a professional and workmanlike manner and in accordance with industry practice and standards generally applicable to such services, including the specifications outlined by Author’s Republic;
Narrator shall not substitute Narrator’s voice with another individual’s nor a computer or artificial generated voice when conducting the Narration Services under this Agreement;
Narrator will not modify or create derivative works of Author’s Republics Marks;
Narrator is not a party to any agreements or commitments that may prevent or interfere with the performance of the Narration Services or any other of Narrator’s obligations under this Agreement, including without limitation any agreement or commitment that would prevent t Author’s Republic from Distributing the Audiobook;
All content provided by the Narrator on the AR Platform (without regard to the content of the Work), including without limitation Narrator’s Narration Services, Marks, Artwork, and biographical information: (i) will perform substantially in accordance with their intended purpose; and (ii) are not defamatory, libelous or obscene; (iii) do not infringe upon the personal, proprietary or intellectual property rights of any third party; (iv) do not contain any material that is harmful or may subject Author’s Republic to liability to any third party; and (v) are in no way unlawful;
Narrator will execute any documents as required by Author’s Republic or Rights Holder to establish Rights Holder’s ownership in and to the Master Recording;
Narrator will not require Author’s Republic to pay fees of any kind to any third party;
With respect to the AR Platform, Narrator will not (i) modify, adapt, translate, reverse engineer, decompile, disassemble or convert into any readable form any of the contents of the AR Platform; (ii) attempt to interfere with, harm, reverse engineer, misappropriate, or gain unauthorized access to the AR Platform, user accounts, or technology, software and equipment supporting the AR Platform; or (iii) use the AR platform in an illegal way or to commit an illegal act in relation to the AR Platform, or that otherwise results in fines, penalties, and other liability to Author’s Republic, its licensors, partners, affiliates and others.
All information submitted by Narrator via the AR Platform, including but not limited to all information provided on the Narrator’s account details, the Narrator’s biographical information, the image of Narrator, payment information, and Narrator having a minimum age of 18 or the approval of a parent or guardian, are up-to-date and accurate;
Narrator is the sole owner and sole party responsible for and in control of the account they have registered on the AR Platform through which the relevant services stated hereunder shall be performed and such account shall not be transferred without the prior written consent of Author’s Republic;
Narrator’s use of the AR Platform shall comply with Author’s Republic’s Terms of Service and other rules, regulations and requirements, and Narrator agrees to and accepts Author’s Republic’s Privacy Policy; and
Narrator use of the AR Platform and performance of Narration Services shall be in compliance with all applicable federal, state and local laws and regulations.
Author’s Republic represents and warrants that:
Author’s Republic has the full power, authority and right to enter into this Agreement and to perform its services hereunder;
Author’s Republic’s Marks and the use thereof on the Audiobooks will not infringe or misappropriate any proprietary right of any third party; and
Author’s Republic shall provide industry standard assistance with use of the AR Platform as reasonably requested by Narrator.
The representations and warranties made herein by Narrator and Author’s Republic shall survive the termination of this Agreement.
INDEMNITIES
Narrator. agrees, at their own expense with counsel of their selection, to protect and defend , Author’s Republic and Author’s Republics affiliates and their respective employees, officers, directors, shareholders and representatives (collectively, the Author’s Republic Group) from any breaches or alleged breaches of its representations and warranties, and to indemnify Author’s Republic and the Author’s Republic Group against any loss, damages, costs and expenses (including reasonably attorney’s fees) occasioned by any breaches or alleged breaches of its representations and warranties. If any claim, action, proceeding or recovery arises out of a breach or alleged breach of Narrator’s representations and warranties, Author’s Republic shall have the right to notify Rights Holder of such.
Author’s Republic. agrees, at their own expense with counsel of their selection, to indemnify Rights Holder against any loss, damages, costs and expenses (including reasonably attorney’s fees) occasioned by any finally adjudicated cause of action arising out of a third party claim which would, if sustained, be a breach of any of Author’s Republic’s foregoing representations or warranties provided that Authors Republic receives timely notice of such claim.
The indemnifications made herein by Narrator and Author’s Republic shall survive the termination of this Agreement.
NOTICES
Author’s Republic. Any notices to Author’s Republic required under this Agreement shall be sent by email to [email protected].
Narrator. Any notices to Narrator required under this Agreement shall be sent to the email address provided by Narrator on the AR Platform.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Narrator and Author’s Republic. The Narrator shall at all times be an independent contractor (and not an employee or agent) of Author’s Republic and shall not have the authority to contract for or bind Author’s Republic in any manner whatsoever. At Author’s Republic’s request, Narrator shall provide any such documents and information as Author’s Republic may reasonably require for Author’s Republic to comply with reporting requirements of various governmental taxing entities.
FORCE MAJEURE
If either party is prevented or interrupted in the performance of their obligations under this Agreement by reason of any event beyond such party’s reasonable control, including, but not limited to, governmental law, acts of God, strike, armed conflict, viral or bacterial pandemic, death, or any similar cause ("force majeure event"), then such obligations may be suspended for the duration of such force majeure event and the respective party(ies) shall not be held responsible for any delays or breaches in this Agreement caused by the force majeure event. Parties’ obligations under this Agreement shall be extended by a period equal to any period of force majeure (circumstance beyond the control of the parties) that prevents the parties from performing such obligations.
LIMITATIONS ON LIABILITY
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AUTHOR’S REPUBLIC MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE AR PLATFORM AND AUTHOR’S REPUBLIC’S SERVICES, INCLUDING DISTRIBUTION. NARRATOR’S USE OF THE AR PLATFORM IS AT THEIR SOLE RISK AND THE AR PLATFORM IS PROVDED “AS IS” AND “AS AVAILABLE.” SPECIFICALLY, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUTHOR’S REPUBLIC AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY THAT THE AR PLATFORM (A) WILL MEET RIGHTS HOLDER REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE BASIS; (C) WILL BE ACCURATE, USABLE, RELIABLE, FREE OF VIRUSES, COMPLETE, LEGAL OR SAFE; OR (D) THE USE THEREOF WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. CONSEQUENTLY, AUTHOR’S REPBLIC DISCLAIMS ANY LIABILITY IN CASE ANY SUCH USE INFRINGES ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL AUTHOR’S REPUBLIC OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT AUTHOR’S REPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL AUTHOR’S REPUBLIC’S OR ITS AFFILIATES’ TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY RIGHTS HOLDER TO NARRATOR.
EXPRESSED VIEWS DISCLAIMER
Narrator acknowledges and agrees that any views, thoughts and opinions expressed in the Work and therefore, in the Master Recording derived from the Work, are solely that of Rights Holder and do not reflect the views, thoughts, policies, positions or opinions of Author’s Republic and therefore, Narrator shall have no claim or cause of action against Author’s Republic resulting from the views, thoughts or opinions contained in the Work, Master Recording, and Audiobook.
MISCELLANEOUS
Governing Law. This Agreement shall be interpreted as if written in and according to the laws of the State of Maryland, without giving effect to any choice or conflict of laws provision that would cause the application of laws of any jurisdiction other than the State of Maryland. Any dispute arising out of or in connection shall be adjudicated in the State of Maryland.
Entire Agreement. Each party acknowledges that it has read this Agreement (including the Schedules annexed hereto which are incorporated into this Agreement expressly and by reference), understands it, and agrees to be bound by its terms as well as have it be binding upon their respective heirs, executors, legal personal representatives and permitted assigns. The parties further agree that the Agreement constitutes the complete and entire understanding and agreement of the parties hereto and supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.
Headings. Headings of the sections do not form part of the Agreement, are solely for the convenience of reference and are not intended to be full or accurate descriptions of any section.
Modification and Waiver. This Agreement may be modified by Author’s Republic in its sole discretion by written instrument at any time, from time to time. Either party’s failure to partially or fully exercise any rights, waiver of any term or condition of this Agreement, or breach of this Agreement or any portion thereof shall not prevent such party’s subsequent exercise of such right or be deemed a waiver of any other term, condition or breach of this Agreement or any portion thereof.
Severability. If for any reason any provision of this Agreement, including but not limited to, any provision relating to termination of this Agreement, shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable and enforced.
Assignment. This Agreement and any or all rights and obligations arising hereunder may be assigned or licensed by Author’s Republic to any other party without the consent of Narrator. This Agreement will bind and benefit the parties hereto and, as applicable, their respective heirs, executors, administrators, agents, representatives, successors, licensees and assigns. Narrator shall not license, delegate, transfer, assign or otherwise dispose this Agreement (or any of the rights, benefits or obligations arising hereunder) in whole or in part to any third party, nor may Narrator assign their account on the AR Platform to any third party, without the prior written consent of Author’s Republic.
Survival. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, including without limitation the representations and warranties, indemnities, and confidentiality, shall survive any such termination or expiration of this Agreement.
Counterparts. This Agreement may be executed in counterparts, all of which shall constitute one and the same instrument. Facsimile signatures or signatures sent via email or other digital means shall constitute original, binding signatures.
ACCEPTED AND AGREED:
| Author’s Republic, INC. | NARRATOR |
|---|---|
| By: | By: |
| Name: | Name: |
| Title: | Title: |
| Date: | Date: |
DISTRIBUTION
Territories: Worldwide
ACCEPTANCE CRITERA
QUALITY CONSIDERATIONS
Compliance with the factors set forth on the AR Platform
Tone, accent and performances style
Correct pronunciation and accents of words and phrases
No background noise levels/extraneous sounds
No skipped or missed words phrases
Sound quality (free of defect)
Digital file of Master Recording is free of error or defect, including without limitation malicious coding, malware or virus
The Master Recording and its digital file are fit for purpose and conform with the description provided for in the metadata
The Master Recording submitted under this Agreement does not contain any Text-to-Speech Narration
Any other reasonable considerations necessary for a commercially viable audiobook, with such considerations to be in line with customary industry standards and practices.
TIMELINE
Rights Holder and Narrator create their respective accounts on the AR Platform and agree to the Terms of Service, Privacy Policy, and other terms and conditions set forth on the AR Platform.
Rights Holder and Narrator upload their respective information onto their accounts.
Rights Holder enters metadata relating to the Work (title, author, publisher, language, genre, description, copyright information, territory rights, MSRP, title identification numbers, and word count) as well as the manuscript of the Work.
Narrator enters information on their account relating to their Narration Services, with such information to include: voice details (i.e., pronunciation capabilities, accents, etc.) , price charged (in USD) per finished (i.e., not including any retakes) hour for the Narration Services (such price may be later modified in the discretion of Narrator), biographical information, and two audio samples - - (i) a sample narration (of any length) from a previous narration (whether or not such previous narration was doing through the AR Platform); and (ii) a demo narration from the excerpt of Little Women provided within the AR UI
Narrator must then agree to and execute the Author’s Republic and Narrator Agreement before submitting the information they have uploaded on their account.
Author’s Republic reviews and either accepts or denies (in Author’s Republic’s sole discretion) the Narrator.
The Rights Holder selects a Narrator from one of the accounts which has been approved by Author’s Republic and makes preliminary contact with such Narrator by sending an audition request in which the Rights Holder provides the Narrator with an audition script to read from or an excerpt from the manuscript of their Work to read from.
Narrator reviews the audition request and, in their sole discretion, decides whether to accept the audition request.
If Narrator accepts the audition request, for their audition, the Narrator submits to the Rights Holder, through the AR Platform, the following: (i) an audio file consisting of a reading, of any length, from the audition script or manuscript excerpt of the Work sent by Rights Holder, (ii) the per finished hour rate (in USD) that they charge for their Narration Services, (iii) the number of hours estimated to comprise the finished Master Recording, (iv) the Production Fee (i.e., the per finished hour rate multiplied by the estimated length (in hours) of the Master Recording), (v) a short description and/or note to the Rights Holder; and (vi) a signed copy of the Rights Holder and Narrator Agreement.
Upon competition of both of the following events, Rights Holder shall be considered to have hired Narrator and Narrator shall be considered to have accepted such hiring: (i) signing by Rights Holder and therefore, final execution, of the Rights Holder and Narrator Agreement; and (ii) payment (via credit card) of the Production Fee in full by Rights Holder to Author’s Republic for placement in a Holdback Account.
Narrator is notified via email and through an AR Platform notification that they have been hired.
Within 60 calendar days after being hired, Narrator submits the complete Master Recording to Rights Holder through AR Platform.
Within 30 calendar days after Rights Holder first receives the initial Master Recording, Rights Holder reviews the Master Recording and does either of the following:
If Rights Holder determines that the Quality Considerations are not satisfied and Author’s Republic, in its reasonable discretion pursuant to industry standards, agrees with such determination, then Narrator shall have a minimum of three (3) Opportunities to Cure, with each Opportunity to Cure being exercised within 15 calendar days after each respective submission of the Master Recording by Narrator to Rights Holder, and with Narrator submitting each revised Master Recording within 15 calendar days of receipt of each notice of Opportunity to Cure; or
If Rights Holder determines that Narrator has failed to cure any unsatisfied Quality Considerations within the initial three (3) Opportunities to Cure and Author’s Republic agrees with such determination in its reasonable discretion pursuant to industry standards, then Rights Holder may offer Narrator additional Opportunities to Cure, provided that Narrator is not obligated to accept such offer. Should Rights Holder offer Narrator additional Opportunities to Cure, and should Narrator accept such offer, each additional Opportunity to Cure shall be subject to the same time scales as the original three Opportunities to Cure (as noted in 9a. above in this timeline) as well as subject to the Production Fee deductions noted in Section 8(B) of the Rights Holder and Narrator Agreement.
If Rights Holder determines that the Quality Considerations are satisfied (either after the initial submission of the Master Recording by Narrator or after a subsequent submission of a revised Master Recording made pursuant to an Opportunity to Cure), Rights Holder approves the Master Recording either by explicitly stating such approval to Narrator or submitting the Master Recording for Distribution through the AR Platform.
Should Rights Holder fail to give feedback or request Opportunities to Cure by the respective time constraints set forth in section 9a. of this Timeline, Rights Holder shall be considered to have approved the Master Recording.
By the last business day of the month following the month in which approval of the Master Recording was given by Rights Holder, Author’s Republic releases the Production Fee from the Holdback Account, less any deductions made for additional (beyond the original three) Opportunities to Cure (as set forth in Section 8(B) of the Rights Holder and Narrator Agreement), to the Narrator.
Within 30 days after Rights Holder submits the Master Recording on the AR Platform for Distribution, Author’s Republic either approves or rejects the Master Recording for Distribution as an Audiobook. Approval is indicated through execution of the Rights Holder Distribution Agreement.
Within 30 days after Author’s Republic has approved the Master Recording for Distribution, Author’s Republic Distributes the Master Recording as an Audiobook to its Distribution Partners.
Note: Distribution by Author’s Republic to Distribution Partners is not contemporaneous with Distribution Partners uploading the Audiobook to their platforms for sale, which takes varying time amongst Distribution Partners.