Service Agreement for Electronic Literature System
Version 4/2565
This Service Agreement for Electronic Literature System on the meb Platform ("Service Agreement") between:
(1) The individual or legal entity receiving the services of the Electronic Literature System from Meb Corporation Public Company Limited (from now on referred to as the "Service Recipient"), one party, and
(2) Meb Corporation Public Company Limited, with its registered office at 99/27 Software Park Building, 8th Floor, Moo 4, Chaengwattana Road, Khlong Kluea, Pak Kret, Nonthaburi, Thailand, 11120, registered under company number 0107565000581 (from now on referred to as the "Service Provider"), the other party.
Both parties agree to the terms and conditions of this Service Agreement as follows:
Clause 1: Definitions
"Literature" refers to written work, including any work protected by copyright.
"Electronic Literature" refers to Literature that has been transformed into electronic data.
"Payment Gateway" refers to a technology platform that acts as an intermediary in electronic financial transactions (such as Apple, Google, RIM, etc.), App Store provider, individuals, organizations, or mobile network operators within the country (such as True, DTAC, AIS, etc.) or any other payment channel that receives payment from users for downloading Electronic Literature.
"User" refers to an individual or legal entity who accesses Electronic Literature by purchasing and downloading it to their electronic devices.
"Seller" refers to a legal entity or individual that facilitates the download of Electronic Literature by providing information about Electronic Literature through links, banners, or other intermediaries created by the Seller using tools or programs prepared by the Service Provider. The Service Recipient, the Service Provider, the User, or a third party can become a Seller by registering through the process specified by the Service Provider.
Clause 2: Documents Constituting Part of the Service Agreement
The following appendices are considered part of this Agreement:
Appendix 1: Revenue Sharing Agreement of Electronic Literature
Clause 3: Scope of Services
The Service Provider agrees to provide the following services:
3.1 Modify the Literature into electronic format to enable Users to access the Electronic Literature through the platform on Apple iOS, Google Android, and similar operating systems.
3.2 Prepare and maintain the necessary network infrastructure, or servers, for the Service Recipient's use, including:
3.2.1 Storage of the Electronic Literature and the ability to publish the Electronic Literature to Users.
3.2.2 Billing Users for the Electronic Literature and allowing Users to download and read the Electronic Literature through various operating systems.
3.3 Develop and improve the platform or application on various operating systems, including the website, to enable the Service Recipient to publish the Electronic Literature to Users.
3.4 Coordinate with the Payment Gateway to facilitate distributing and downloading the Service Recipient's Electronic Literature.
3.5 Distribute the Electronic Literature through the platform or application on various operating systems, including the website.
3.6 Encrypt the Electronic Literature files provided by the Service Recipient to ensure security against unauthorized access, literary fraud, and copyright infringement.
3.7 Assist in facilitating and answering the User inquiries on behalf of the Service Recipient.
3.8 Generate sales reports for the Electronic Literature on the Service Provider's website, including creating unique usernames and passwords for the Service Recipient to access these reports.
3.9 Create reports to inform the Service Recipient how often the Electronic Literature was downloaded through each channel.
3.10 Implement a security system to prevent unauthorized access, literary fraud, and copyright infringement by the Service Recipient, using industry-standard technology in the electronic commerce sector during the service period.
Clause 4: Service Recipient's Warranties
4.1 The Service Recipient warrants that they are the creator and owner of the copyrights and/or have the necessary authorizations to use the rights lawfully in the Literature as notified. The Service Recipient has the right to grant the Service Provider the authority to act as assigned or permitted under this Service Agreement.
4.2 The Service Recipient warrants that its Literature does not contain content that violates the laws of Thailand. If third parties make claims or use their rights to file claims related to the Service Recipient's Literature, or if the Service Provider finds that the Literature does not conform to this warranty, the Service Recipient agrees to cease the publication.
4.3 The Service Recipient acknowledges that the Service Provider is unaware of the content of the Literature and cannot modify or alter it. Each part of the Literature is the sole responsibility of the Service Recipient, who is solely liable and responsible for protecting the Service Provider in the event of complaints or legal actions related to the Service Recipient's Literature.
Clause 5: Service Provider's Warranties
5.1 The Service Provider warrants that it has established a standard security system to protect against copyright infringement by the Service Recipient and will use its knowledge and abilities to fully implement the objectives under this Service Agreement.
5.2 The Service Provider will modify the Literature into electronic format to enable Users to access the Electronic Literature on the application without copying the works of others, violating copyright, privacy, or any other rights of third parties, or breaking any applicable laws.
5.3 Upon termination of this Service Agreement, the Service Provider will cease publishing the Electronic Literature or taking any other action as instructed by the Service Recipient. In cases where there is Electronic Literature that Users have paid for before the termination, the Service Provider will retain the Literature solely to allow Users to read or download the Literature.
5.4 The Service Provider certifies the accuracy and completeness of the reports and will create reports to inform the Service Recipient of how often the Electronic Literature was downloaded and the corresponding earnings, following the rates and conditions specified in Clause 7.
Clause 6: Limitation of Liability
The Service Provider will conduct operations under this Service Agreement without viruses and disruptions. However, the Service Recipient acknowledges that losses, casualties, attacks, viruses, disruptions, system breaches, intrusions, or other security breaches by external parties are beyond the control of the Service Provider, and the Service Provider shall not be held liable in connection with such events.
Clause 7: Earnings from Sales
7.1 Payment of earnings from the sale of Electronic Literature to the Service Recipient under this Service Agreement will be collected and reported by the Service Provider. The Service Provider will compile data on the downloads of Electronic Literature and the corresponding monthly payments to make a report to notify the Service Recipient within 45 (forty-five) days after each payment period closes.
7.2 If the earnings from the Service Recipient's Electronic Literature sale are less than 1,000 (one thousand) THB, such revenues will be carried forward and combined with the following month's earnings. The Service Provider and the Service Recipient shall bear any applicable tax burdens as required by law.
Clause 8: Transfer of Rights and Duties
The Service Provider agrees not to transfer rights and duties under this Service Agreement without written permission from the Service Recipient, except for sharing rights and responsibilities with companies within the Service Provider's group. The Service Provider will not perform any actions related to the Literature under this Service Agreement that adversely affect the rights of the Service Recipient and cause harm.
Clause 9: Rights of the Service Recipient
9.1 The Service Recipient maintains all rights to their Literature and intellectual property in every aspect.
9.2 The Service Recipient can access the download report system for Electronic Literature and verify their earnings using the Username and Password provided by the Service Provider for primary data verification purposes.
Clause 10: Service Recipient's Reservation of Rights
The Service Recipient reserves the right to receive services on terms similar to those provided in this Service Agreement.
Clause 11: Miscellaneous
Any agreement under this document constitutes the entire Service Agreement between the Service Provider and the Service Recipient and applies between the Service Provider and the Service Recipient throughout the term. Additionally, the Service Provider and the Service Recipient may be subject to the terms and conditions of additional agreements that will become effective when services related to external content or third-party software are used. Suppose any part or provision of this Service Agreement is considered incomplete or unenforceable. In that case, that part shall be interpreted in a manner consistent with the applicable law and reflect the original intent of the Service Provider and the Service Recipient to the fullest extent possible. The remaining provisions shall remain in full force and effect.
This agreement is executed in both English and Thai, and in any case there is any inconsistency between the Thai version and the English version, the Thai version shall prevail.
Appendix 1: Revenue Share Calculation
The Service Recipient can be reassured that earnings from sales of Electronic Literature will be shared fairly, according to the following rates and conditions:
1. For payments made through in-app purchase systems, such as Apple's iOS in-app purchase system:
The Service Provider offers the Service Recipient 80% of the net income (after deducting Apple service fee).
Example of revenue share calculation for payments made through Apple's iOS in-app purchase system:
- E-Book sale price: 100 THB
- Apple service fee: 30 THB (30% of the sale price)
- The Service Recipient's earnings: (100 - 30) × 80/100 = 56 THB (56% of the sale price)
2. For payments made through other channels:
The Service Provider offers the Service Recipient 70% of the net income (after deducting Payment Gateway transaction fee) and the Seller 10% of the net income (after deducting Payment Gateway transaction fee).
Example of revenue share calculation for payments made through other channels, such as credit card payment:
- E-Book sale price: 100 THB
- Credit card processing fee: 4 THB (4% of the sale price)
- The Service Recipient's earnings: (100 - 4) × 70/100 = 67.2 THB (67.2% of the sale price)
- The Seller's earnings: (100 - 4) × 10/100 = 9.6 THB (9.6% of the sale price)
Additional Agreement for Audiobook Service
Clause 1: Definitions
"Audiobook" or "Audio Book" refers to Literature, Electronic Literature, and stories with a
beginning and an ending, recorded in the form of electronic data through narration by voice.
"Audiobook Narrator" refers to an entity or individual who uses their voice to
narrate or tell the content of various Literature or Electronic Literature to publish it on the electronic literature systems of Meb Corporation Public Company Limited.
Clause 2: Audiobook Scope of Service
If the Service Recipient agrees to the audiobook service, the following conditions apply:
The Service Provider and the Service Recipient may select the Service Recipient's Electronic Literature available on the platform to create Audiobooks as appropriate. The Service Recipient may create the Audiobook by narrating it themselves, finding their Audiobook Narrator, or having the Service Provider create it. If the Service Provider creates the Audiobook, the Service Provider will choose the Audiobook Narrator as appropriate.
For Audiobooks not previously made in physical books, Electronic Literature, or E-Books, the Service Recipient may sell or provide them for free on the platform. The Service Recipient acknowledges that the Service Provider is unaware of the Audiobook's content and cannot edit or modify it. This acknowledgment reinforces the Service Recipient's accountability and responsibility to protect the Service Provider in case of any complaints or legal actions related to the Audiobook.
Clause 3: Earnings from Audiobook Sales
The Service Recipient agrees to accept revenue from Audiobook sales under the following rates and conditions:
3.1 For payments made through in-app purchase systems, such as Apple's iOS in-app purchase system:
- The Service Provider offers the Service Recipient 60% of the net income (after deducting Apple service fees and VAT).
- The Service Provider offers the Audiobook Narrator 20% of the net income (after deducting Apple service fees and VAT).
3.2 For payments made through other channels:
- The Service Provider offers the Service Recipient 50% of the net income (after deducting payment processing fees and VAT).
- The remaining 50% of the net revenue will be sent to the Service Provider.
- The Service Provider offers the Audiobook Narrator 20% of the net income (after deducting payment processing fees and VAT).
If the Service Recipient or the Service Provider creates the Audiobook themselves, the Audiobook Creator will receive the Audiobook Narrator's earnings.
Clause 4: Agreement on Audiobook Promotion
The agreement on Audiobook promotion to increase the User's engagement includes the following details:
4.1 The Service Recipient allows the Service Provider to distribute Audiobook samples, not exceeding the trial listening chapters, through third-party platforms, websites, or other channels to promote sales and marketing.
4.2 The Audiobook Narrator will not copy the Audiobook files distributed in the Service Provider's system for sale or through other channels without copyright consent.
Appendix 2: Example of Revenue Share Calculation
1. Example of revenue share calculation for payments made through Apple system:
- Audiobook sale price: 150 THB
- Apple service fee: 45 THB (30% of the sale price)
- Value Added Tax (VAT): (150−45)×7/107 = 6.87 THB (7% VAT)
- The Service Recipient's earnings: (150−45−6.87)×60/100 = 58.87 THB (60% of the sale price after deducting Apple service fees and VAT)
- The Audiobook Narrator's earnings: (150−45−6.87)×20/100 = 19.63 THB (20% of the sale price after deducting Apple service fees and VAT)
- The Service Provider Fee: (150−45−6.87)×20/100 = 19.63 THB (20% of the sale price after deducting Apple service fees and VAT)
2. Example of revenue share calculation for payments made through other channels, such as credit card payment:
- Audiobook sale price: 150 THB
- Credit card processing fee: 6 THB (4% of the sale price)
- Value Added Tax (VAT): 150×7/107 = 9.81 THB (7% VAT)
- The Service Recipient's earnings: (150−9.81-6)×50/100 = 67.10THB (50% of the sale price after deducting payment processing fees and VAT)
- The Audiobook Narrator's earnings: (150−9.81−6)×20/100 = 26.84 THB (20% of the sale price after deducting payment processing fees and VAT)
- The Service Provider Fee: (150−9.81−6)×30/100 = 40.25 THB (30% of the sale price after deducting payment processing fees and VAT)
Appendix 3: Audiobook Pricing Guidelines
Because Audiobooks are subject to the standard VAT according to the regulations of the Revenue Department (Thailand), the Service Provider proposes the following guidelines for setting the Audiobook sale price to comply with the platform's standards based on the Service Provider's calculation formula. The details are as follows:
- The sale price of an Audiobook should be higher than an e-book version.
- The list price of an Audiobook should be greater than or equal to the sale price.
- If an Audiobook is available in CD format (Audio CD), the list price of the audio CD should be used as the list price of the Audiobook.
- If an Audiobook is available on other platforms, websites, or channels, the sale price should not exceed the sale price on other channels.
Example of Audiobook Pricing:
Book A has a list price of 250 THB, an e-book sale price of 200 THB, and a sale price on Apple system of 5.99 USD (209 THB).
Audiobook A should be priced at 1.5 times the e-book price: = 200 × 1.5 = 300 THB, which is approximately 8.99 USD (319 THB) on Apple system.
Therefore, the list price of Audiobook A should be at least 319 THB.
