This Publishing and Development License Agreement (this “Agreement”), is entered into by and between you(meaning either you, an individual, or Your Entity, whichever applies)(“you” or “Author”)and HealthBreeze Inc. (“HealthBreeze”) and is effective on the date that you accept this Agreement (the “Effective Date”).  Each of HealthBreeze and Author may be referred to herein as a “Party” and collectively as the “Parties.”

1.    DEFINITIONS.
 

“Animated Work” means any audio-video production or digital file in any format or medium created by HealthBreeze based on or embodying any Author Content. 

“Author Content” means and all pieces of information provided to HealthBreeze by Author to create an Animated Work.

“Derivative Work” means any translation (including any translation into other computer languages), portation, modification, correction, addition, extension, upgrade, improvement, compilation, abridgement or other form in which a work of authorship (e.g., an Animated Work) may be recast, transformed or adapted.

“HealthBeeze Service” means HealthBreeze’s proprietary web- and mobile-based service capable of accessing the Animated Works.  

“Intellectual Property Rights” means all rights in, to, or arising out of: (a) any patent, patent applications and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (b) inventions, discoveries, trade secrets, proprietary information, know-how, technology and technical data; (c) copyrights, copyright registrations and applications, and all other rights corresponding thereto throughout the world; and (d) any other proprietary rights anywhere in the world.

“Revenue” means the gross payment that HealthBreeze actually receives from Users in consideration for downloads and other sale, license, distribution and transmission of the Animated Works through the HealthBreeze Service, less any taxes and duties mandatorily payable by law. For the avoidance of doubt, the following will not be deemed part of the “Revenue” for purposes of this Agreement: (a) any benefits offered and/or provided to Users or prospective Users for promotional and marketing purposes (e.g., promotional coupons, free tickets provided upon app download, discounts for bulk purchase); or (b) any revenues derived from the HealthBreeze Service unrelated to the download and other sale, license, distribution and transmission of the Animated Works, including without limitation any revenues from: (i) advertisements outside Animated Work; or (ii) YouTube advertisement on Animated Work.

“User” means a user of the HealthBreeze Services.