A bit over two years ago, I wrote about two companies, A&D Entertainment and EMP Entertainment, that appeared to have been deputized by serialized fiction app Webnovel (one of the biggest players in the serialized fiction space) to recruit authors to non-exclusive contracts. The contracts from both companies were (and continue to be) absolutely terrible.
EMP Entertainment no longer appears to be active (it has no website and I’ve heard nothing about it since 2020), but A&D is still going strong, and over the past two years I’ve been contacted by a lot of (mostly very young and inexperienced) writers who are confused about its complicated English-language contract, or have changed their minds after signing up and want to know how to get free (as with the contracts of so many serialized fiction apps, there’s no option for the author to terminate).
A&D recruits via a bait and switch. Writers are solicited by an editor or Author Liaison who claims to have discovered the writer’s work on Amazon or elsewhere, and invites them to publish on the Webnovel platform (the bait).
Writers who express interest in the non-exclusive contract are contacted by a second person, who claims they got the writer’s “details” from the Webnovel editor who made the initial approach. This new person, however, is actually from A&D Entertainment, and the non-exclusive contracts they offer are A&D contracts (the switch). As mentioned, those contracts are terrible, not least because their supposed non-exclusivity is heavily limited by the requirement that authors who want to do what non-exclusivity supposedly empowers–publish elsewhere–can’t do so without written permission.
The “Royalty Contract”, on the other hand, is from Webnovel itself. I’ve been trying for some time to get my hands on it, and recently I was successful. You can see it here–and it includes plenty of things to be concerned about.
The grant of rights is exclusive and extends for the life of copyright, and there is virtually no provision for termination by the author.
Lengthy, irrevocable contract terms are a common feature of serialized fiction apps, and Webnovel is no exception. Since the contract is governed by Hong Kong law, that means it extends for 50 years beyond the author’s death (rather than the 70 that’s the law in the US and most of Europe–not much comfort):
The only circumstance in which the author can terminate is in the event of breach by Webnovel (Clause 8.2). Such breach is defined as author income that has gone unpaid for more than 30 days, or “breach of [Webnovel’s] obligations stipulated under this Agreement”. There is no provision for the author to cancel at will, or even to remove their work from the Webnovel platform.
The author does retain copyright, and the contract is explicit that moral rights aren’t being transferred or waived (Clause 2.5). Nevertheless, many writers presented with this contract may not fully appreciate the implications of contracting their work 50 years beyond their death with virtually no ability to regain control of their rights.
The contract claims not just the right to publish the writer’s work on the Webnovel platform, but the entire range of subsidiary rights included under copyright.
Specific language, from Clause 2: “worldwide, exclusive…, perpetual, irrevocable, freely transferable and sublicensable license of the entire copyright subsisting in the Work…together with any and all intellectual property rights in and to the Works [sic].”
This is not a transfer of copyright. As noted above, the author retains copyright ownership. But it does represent a sweeping and unilateral surrender by the author of control of rights and subsidiary rights–not just rights that the average writer might be familiar with, such as electronic, audio, print, film/TV/broadcast, translation, and merchandising, but others they may not recognize, which carry major implications for the use and exploitation of their work. For instance, something called Fan Works Rights, which allows for the creation (presumably by users of the Webnovel platform) of a big list of derivative works:
Per the last paragraph of Clause 2.1, Webnovel would own the copyright to all these derivative works, as well as the right to “commercially develop and utilise” them. (Webnovel does throw the writer a bone, in the form of a royalty on any monetization of Fan Works, but at a much-reduced rate of 10%).
Royalties and other income are said to be paid on Net Revenue–but this actually means net profit.
This is another common feature of serialized fiction app contracts, most of which, like Webnovel, deduct a host of mostly-unspecified “expenses and costs” from revenue before calculating royalties and licensing income. What sounds like generous payment–50% of revenue for all use or licensing of the huge menu of rights included in the contract (except, as noted above, for Fan Works)–could potentially be seriously reduced in real terms. By how much? Since the expenses and costs are neither itemized nor priced, there’s no way to know.
Another common app feature (which, judging by the emails I receive, authors often miss): there’s a payment threshold. Webnovel doesn’t have to remit payment unless more than $200 is due (Clause 6.2).
Unlike some other apps, this contract offers no advance.
There are two gag clauses.
Clause 3.1.6 forbids the author from making “any inappropriate statements…or any statements that may have any adverse effect on the distribution, promotion, and exploitation of the Works”. Clause 3.3 prohibits, in really sweeping terms, “slander and competition”:
Per Clause 8.2, violation of these obligations is considered breach by the author. Such language could seriously curtail your ability to say virtually anything about Webnovel or your experience there. Plus, taken literally, the second sentence of the clause above could be interpreted to forbid you from promoting other work you’d published on similar apps.
Speaking of breach…there are some potentially severe financial penalties.
Another characteristic of serialized fiction app contracts: threatening financial punishment for breach or other misdeeds by the author–from violating warranties to providing material that the app deems to be substandard. Webnovel’s penalties aren’t as draconian as some (*cough* NovelCat *cough*), but they aren’t nothing, either.
For breach of the Confidentiality clause (Clause 7, which defines as “confidential information” pretty much anything and everything to do with the contract and Webnovel’s use of the author’s work, and bars the author from disclosing any of it for the full term of the agreement), the author must pay “compensation in full for all direct and indirect losses suffered”, including “travel expenses, litigation fees and all other reasonable expenses” (Clause 7.5).
For other breaches, including of the author’s warranties, the “slander” clauses, and failing “to satisfy the requirements for Publication on [Webnovel’s] Web Channels”, the author must return “100% of all income received from [Webnovel] from the performance of this Agreement, and compensate [Webnovel] for all losses suffered from that breach”, including attorney fees, travel fees, and more.
There are claims on successor works.
Per Clause 9, Webnovel claims the “right of priority” (basically, the right of first refusal, with a 30-day written notification period), on “all other literary works created by [the author] with one (1) year after completion of the Work under this Agreement”. If the author doesn’t create any new works within that one-year period, Webnovel claims the same right over “the first new work created by [the author]…after the above one-year period”.
This is not the kind of super-greedy claim I’ve seen in other app contracts (for instance, Goodnovel, which claims right of first refusal not just on prequels, sequels, etc., but on all future work by the author). But it’s still something to be aware of–especially since any new contract for a successor work will contain the same provisions, thus constituting a claim on yet another future work.
Disputes must be resolved by binding arbitration in Hong Kong (where Webnovel’s parent company, Cloudary Holdings Limited, is based).
Clause 11 describes this complicated process, which potentially involves significant costs. Arbitration is a difficult process even where it happens in your home country; handling it from overseas would be really tough.
Of the awful serialized fiction app contracts I’ve seen, the Webnovel contract falls toward the less awful end of the scale (which isn’t saying a whole lot). Nevertheless, it includes plenty of bewares–not the least of which is that it’s couched in dense legalese that many writers will not be able to effectively evaluate, especially if their first language isn’t English (Webnovel and other apps recruit internationally).
Like other apps, Webnovel offers rosy dreams of free-flowing money. This is from the recruitment email I quoted above:
More and more, I’m hearing from authors who are discovering that the big money–or even a little money, given the payment thresholds most apps maintain–is a pipe dream, and the caveat at the end of that paragraph is the reality. I’m also hearing from authors who started writing on app platforms just for fun, but have developed more serious ambitions and want to be able to reclaim their work, revise it, and publish or self-publish it conventionally–but can’t do so because of irrevocable exclusive grant terms, or non-exclusive grants that require them to get permission to exercise their rights.
When considering an app contract (or indeed any contract), it’s important to make every effort to understand what you are agreeing to. But it’s equally important to evaluate your writing goals–not just now, but for the future–and carefully consider how the terms of the contract, and its claims on your rights, may impact them.
At the very least, don’t sign a contract that lays claim to your work beyond your death and doesn’t allow you to cancel or terminate unless you’re prepared to cede control of that work indefinitely.