MASTER AGREEMENT
IP Rights Management for Narrative Works
1. Parties
1.1. Publishing Company (“Publishing Company”): KF Books OÜ (registry code 17446941), a private limited company incorporated in Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia. The Publishing Company acts as the commercial operator for publication, sales, sub-licensing, revenue collection, and royalty payments. Unless and until a separate Asset Company is designated under Section 2.5, the Publishing Company also acts as the Author’s Representative.
1.2. Author (“Author”): any individual or legal entity accepting this public offer. The Author is the original holder of rights in the Work and assigns Economic Rights to the Author’s Representative under each Work Agreement.
1.3. Author’s Representative: the entity that holds the Economic Rights in the Author’s Works. The initial Author’s Representative is the Publishing Company (KF Books OÜ). The Publishing Company may designate a separate Asset Company as Author’s Representative in accordance with Section 2.5.
In this Agreement, “Company” means the Publishing Company (and, where a separate Asset Company has been designated, the Asset Company and the Publishing Company collectively), unless the context requires otherwise.
2. Purpose, Rights Assignment, and Licensing Structure
2.1. Assignment to Author’s Representative. The Author assigns the Economic Rights in each Work to the Author’s Representative as specified in the applicable Work Agreement. The scope, royalties, format and language specifics, and term of each assignment are set out in the relevant Work Agreement.
2.2. Single-Entity Operation (Default). Where the Publishing Company is the Author’s Representative (the default configuration), no separate licence is required. The Publishing Company holds the Economic Rights directly and exploits the Works commercially under the terms of each Work Agreement.
2.3. Dual-Entity Operation (Upon Designation). If a separate Asset Company is designated as Author’s Representative under Section 2.5, the Asset Company automatically grants the Publishing Company an exclusive, worldwide, sublicensable licence to commercially exploit all Works whose Economic Rights it holds. This licence arises by operation of this Master Agreement and requires no additional documentation. The commercial terms specified in each Work Agreement automatically form part of this licence.
2.4. Publishing Company Operations. The Publishing Company is responsible for publication, direct sales, entering into sub-licensing agreements for formats and languages, collecting revenues, making royalty payments to the Author, and integrating AuthorHash certification and Qurvey reader feedback systems into all editions.
- (a) the designated entity is an affiliate of the Publishing Company or a special-purpose entity established solely for the purpose of holding author IP rights;
- (b) the Author is notified at least thirty (30) days before the designation takes effect;
- (c) all Economic Rights held by the Publishing Company transfer automatically to the Asset Company upon the effective date of designation;
- (d) all contractual protections, reversion rights, royalty obligations, and payment terms under this Agreement and all Work Agreements transfer in full and without diminution;
- (e) the designation does not require the Author to execute any additional agreements or take any action.
Once designated, the Asset Company acts as the custodian and protector of the Author’s IP rights. The Asset Company holds bare legal title to the Economic Rights solely for the purpose of preserving and safeguarding the Author’s intellectual property. The Asset Company does not engage in commercial operations, does not incur trading liabilities, and maintains no creditor obligations that could encumber the Author’s IP. This structural separation ensures that the Author’s rights are fully isolated from the operational and financial risks of the Publishing Company, its sub-licensees, or any third-party distributors.
2.6. Protector Role. Whether the Author’s Representative is the Publishing Company or a separate Asset Company, the entity holding Economic Rights shall maintain those rights free from encumbrance and shall not use them as collateral, security, or guarantee for any obligation.
3. Term and Termination
3.1. Term of Master Agreement. This Master Agreement remains in force for as long as at least one Work Agreement between the Parties is in effect.
3.2. Termination for Breach. Either Party may terminate this Master Agreement for material breach after thirty (30) days’ written notice and failure to cure.
3.3. Effect of Termination. Upon termination of this Master Agreement or any individual Work Agreement, all Economic Rights in the relevant Work(s) shall revert to the Author within thirty (30) days, subject to any accrued obligations.
3.4. Survival. Sections 7 (Confidentiality), 8 (Governing Law), 14 (Anonymity), and 15 (Third-Party Claims) survive termination.
4. No Obligation to Exploit
4.1. Neither the Author’s Representative nor the Publishing Company has an obligation to exploit any submitted Work in any format, territory, or language. Only Works with executed Work Agreements will be published and promoted.
4.2. Decisions regarding exploitation are made at the Publishing Company’s sole discretion based on market research and commercial considerations.
4.3. Non-exploitation of a submitted Work shall not constitute breach of this Agreement.
4.4. Reversion for Non-Exploitation. If a Work covered by an executed Work Agreement has not been published in any format within six (6) months of the Work Agreement’s effective date, the Author may request reversion of rights by written notice. If the Publishing Company does not publish the Work within ninety (90) days of such notice, all rights in the Work shall automatically revert to the Author.
5. Payments and Liability
5.1. Payer of Record. All royalty payments to the Author shall be made by the Publishing Company, regardless of whether a separate Asset Company has been designated as Author’s Representative.
5.2. Liability of Author’s Representative. Where a separate Asset Company serves as Author’s Representative, its liability is strictly limited to the maintenance of IP records and the accurate recording of rights data. The Asset Company bears no financial liability for royalty payments.
5.3. Discharge. Payment by the Publishing Company to the designated Royalty Beneficiary fully discharges the obligations of both the Publishing Company and the Author’s Representative.
- (a) If the Publishing Company is the sole Author’s Representative and becomes insolvent, enters administration, or commences winding-up, all Economic Rights in the Author’s Works shall automatically revert to the Author after a ninety (90) day cure period. During the cure period, an administrator or successor may assume the Publishing Company’s obligations. If no assumption occurs within ninety (90) days, reversion is automatic and unconditional.
- (b) If a separate Asset Company has been designated as Author’s Representative and the Publishing Company becomes insolvent, the Asset Company shall use reasonable efforts to appoint a substitute operating entity within ninety (90) days. If no substitute is appointed within such period, all Economic Rights shall automatically revert to the Author.
- (c) Insolvency, administration, or winding-up of the Asset Company (if designated) shall trigger automatic and immediate reversion of all Economic Rights to the Author.
6. Author Dashboard and Digital Records
6.1. The Author Dashboard and digital reporting interface are provided and maintained by the Publishing Company at kfbooks.eu or such other URL as notified to Authors.
6.2. The Dashboard provides: sales data and royalty reporting; reader feedback analytics from the Qurvey survey system; AuthorHash certificate status and history; subscription management; and privacy and anonymity settings.
6.3. The Dashboard constitutes an informational interface only and does not constitute a contractual notice system unless expressly stated otherwise in writing.
7. Confidentiality
All commercial terms, sub-licensing arrangements, analytics, royalty data, reader feedback data, and non-public information exchanged under this Agreement are confidential and shall not be disclosed except as required by applicable law or regulation.
8. Governing Law and Dispute Resolution
8.1. This Agreement is governed by the laws of England and Wales.
8.2. Any dispute arising out of or in connection with this Agreement shall be submitted to Expedited Arbitration (London) administered by the WIPO Arbitration and Mediation Center.
8.3. The language of the arbitration shall be English.
9. Acceptance of Public Offer
This Agreement is accepted upon the Author performing any of the following actions:
- (a) electronic confirmation (including ticking “I Agree”) during account creation on the Platform;
- (b) submission of a Work under a Work Agreement.
Account creation alone, without explicit confirmation of acceptance, does not constitute acceptance of this Agreement.
10. Definitions
“IP Rights” — all rights in the Work, including Economic Rights and Moral Rights.
“Economic Rights” — all transferable proprietary rights, including reproduction, distribution, translation, adaptation, sub-licensing, merchandising, and commercialisation.
“Net Receipts” — the total amount actually received by the Company from the sale or sub-license of the Work, after deduction of platform commissions (e.g., Amazon, Apple, Google), distributor fees, sales taxes (VAT), and any verified returns or refunds.
“Moral Rights” — personal, non-transferable rights, including authorship and attribution.
“Author’s Representative” — the entity to which the Author assigns Economic Rights and which holds those rights on a custodial basis. The Author’s Representative is not the Author. Initially, the Author’s Representative is the Publishing Company (KF Books OÜ). The Publishing Company may designate a separate Asset Company to serve as Author’s Representative under Section 2.5.
“Asset Company” — a separate legal entity designated by the Publishing Company under Section 2.5 to serve as Author’s Representative. Not applicable until designation.
“Royalty Beneficiary” (RB) — any individual or legal entity designated by the Author to receive royalties.
“Licensee / Distributor” — any entity authorised by the Publishing Company to exploit the Work.
“Work” — a narrative literary work submitted by the Author and covered by a Work Agreement.
“Platform” — the digital platform operated by the Company at kfbooks.eu or such other URL as notified to Authors.
“AuthorHash Certificate” — a Certificate of Anteriority issued by Libris Ventures LLC (or equivalent timestamped cryptographic certification service) containing a SHA-256 digital fingerprint of the Work anchored to the Bitcoin blockchain via OpenTimestamps and/or backed by an EU-qualified eIDAS timestamp.
“Qurvey” — the third-party anonymous survey platform integrated into KF Books editions for reader feedback collection.
11. Nature of Rights Transfer
11.1. Economic Rights are assigned to the Author’s Representative as specified in each Work Agreement.
11.2. Moral Rights, including rights to the Author’s name and identity, remain with the Author at all times.
11.3. Nothing herein transfers personality rights or legal identity of the Author.
12. Author Name, Pen Name, and Attribution
12.1. The Author may publish under a legal name or a pen name / pseudonym.
12.2. The Author’s name may be translated or transliterated, provided that an Author-approved English-language spelling is designated in the applicable Work Agreement and consistently used across all editions and translations.
13. Royalty Beneficiaries
13.1. The Author may designate one or more Royalty Beneficiaries.
13.2. Royalty Beneficiaries may include agents, trusts, foundations, or charities.
13.3. The Company has no obligation to verify internal arrangements between the Author and any Royalty Beneficiary.
13.4. Payments to Royalty Beneficiaries fully discharge the Company and its Licensees.
14. Anonymity and Legal Disclosure
14.1. The Company shall use reasonable efforts to preserve the anonymity of Authors publishing under a pen name.
14.2. Full Anonymity. Where an Author elects Full Anonymity (as defined in the Work Agreement), the Company shall not store the Author’s legal name or identity. The only link between the pen name and the Author shall be a cryptographic hash of a Pen Name Authorship Statement held by the Author. Royalties shall be paid exclusively to designated Royalty Beneficiaries.
14.3. The Author acknowledges that the Company must disclose information in its possession upon lawful request by any court, arbitral tribunal, or competent authority under applicable law. Under Full Anonymity, the Company does not possess the Author’s identity and therefore has nothing to disclose.
14.4. The Company bears no liability for disclosures required by law.
15. Liability for Third-Party Claims
- (a) originality of the Work;
- (b) lawful use of AI tools and data in creating the Work;
- (c) absence of plagiarism, infringement, or defamation.
- (a) exploitation of the Work and all derivatives shall be immediately suspended;
- (b) all Licensees shall be notified to cease distribution;
- (c) royalty payments shall be suspended.
15.3. All accrued but unpaid royalties shall be held in escrow by the Publishing Company until final resolution of the claim. If the claim is dismissed or resolved in the Author’s favour, escrowed royalties shall be released to the Author. If the claim is upheld, the Company may offset verified damages against escrowed royalties.
15.4. If a claim is upheld, the Company may terminate the affected Work Agreement(s).
16. Authorship Certification and Reader Feedback
16.1. AuthorHash Integration. Every Work published through the Platform shall carry an AuthorHash Certificate reference number and the AuthorHash logo in all editions (print, eBook, audiobook, and derivative formats). The certificate is provided by Libris Ventures LLC or equivalent provider and is included in the Author’s subscription at no additional cost.
16.2. Reader Feedback. Every edition published through the Platform shall include a QR code linking to an anonymous reader survey hosted by the Qurvey platform or equivalent service. Survey data is collected anonymously and displayed on the Author Dashboard. The Author consents to the inclusion of QR codes in all editions.
16.3. Sub-licensees are required to include both the AuthorHash reference and the Qurvey QR code in all sub-licensed editions, as specified in the applicable Sub-Licence Agreement.
17. Data Protection
17.1. The Company processes Author personal data in accordance with Regulation (EU) 2016/679 (GDPR) and the Company’s Privacy Policy, available on the Platform.
17.2. Reader feedback data collected via the Qurvey system is anonymous. No personally identifiable information about readers is collected or stored by the Company.
17.3. By accepting this Agreement, the Author acknowledges the Company’s Privacy Policy.
18. Amendments
18.1. The Company may amend this Master Agreement by publishing a revised version on the Platform and notifying Authors via email or Dashboard notification at least thirty (30) days before the amendments take effect.
18.2. If an Author objects to an amendment, the Author may terminate this Agreement within the thirty (30) day notice period. Rights in existing Works shall revert to the Author upon such termination.
19. Force Majeure
Neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, war, sanctions, governmental actions, or disruption of telecommunications or digital infrastructure, provided that the affected Party notifies the other Party promptly and uses reasonable efforts to mitigate the impact.
20. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the intended economic and legal effect.
21. Entire Agreement
This Master Agreement, together with applicable Work Agreements, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.