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Non-Exclusivity Publishing Rights This Agreement is not exclusive and does not impose any obligation or restrictions on either party with respect to competing business relationships or opportunities.
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2.
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Publication Date The Publication date is the date the WORK is accepted on the SITE.
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3.
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Book Distribution and Price The CP will have authority for pricing the WORK for sale. The CP agrees that the regular list price of the WORK on the SITE will not be higher than the regular listed price of the WORK on any other site. SITE currently accepts only English and Spanish language WORKS.
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4.
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CP’S Rights The CP shall retain all copyrights to said WORK and all rights not specifically granted to the SITE. SITE represents CP as distributor of the WORK and not the publisher of the WORK.
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5.
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Benefits to CP The SITE will provide CP with one Author Spotlight page for each of their authors whose books are currently distributed on the SITE. CP will receive a questionnaire to generate information for the Spotlight page. Questionnaire should be completed and returned by email within ten (10) business days. CP will receive free banner advertising on SITE for a maximum of one (1) week. CP will provide completed banner in jpg or gif (animated or static) format created at their own expense within ten (10) business days of registration. The size and placement of the ad to be determined by SITE. CP will have the opportunity to purchase additional banner ad space at a discount at the time of registration. Cost for one ad will be $10.00 for one month, $15.00 for two months, $25.00 for three months. CP will also receive a discount for a banner ad to appear in SITE’s electronic newsletter at a cost of $50.00 per ad. All ads must be prepaid using PayPal.
CP will receive additional instruction about free and discounted banners separately.
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6.
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Reporting and Payment of Sales Commissions (a) The SITE agree to pay a commission of 75% of net receipts based upon the sale price (list price or discounted list price as paid by the buyer, whichever is less) and as reported by SITE’s Sales Report. Payments for sales are made quarterly in US Dollars, within 31 days of the close of each calendar quarter and are net of bad debt and refunds. SITE does not pay advances to CP. (b) SITE will be provided a Sales Report that details each of their WORK’s sales activity during the appropriate period. Once each calendar year, CP or their duly appointed representative shall have the right to examine at their own expense the accounts of the SITE pertaining to sales of CP’s WORK(S) for the twelve months prior to the date of the request for examination. Such requests must be made in writing and receipt must be acknowledged in writing by the SITE and such records shall be made available by the SITE to the CP within sixty (60) days. In the event that discrepancies are found between commissions paid and those owed in the CP’S favor, the SITE shall tender such monies due to CP within ten (10) business days of acknowledgement by SITE of the discrepancy. In the event that discrepancies are found between commissions paid and those owed in SITE’s favor, SITE shall deduct this difference from the next quarterly payment(s) due.
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7.
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Non Royalty Copies No royalties, refunds, or payments shall become due or payable by the SITE to the CP on copies given for the advertising of the WORK, or to promote sales, or copies given for permission of publication of excerpts or extracts if such permission is given by the CP or the SITE without charge.
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8.
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Delivery of Manuscript The CP agrees to follow the guidelines outlined for loading WORK on SITE at their own expense. SITE is not responsible for errors or omissions in WORK. CP is responsible for all WORK uploaded to their account. CP agrees not to share their login information and uploading instructions with any outside parties or allow any outside parties to upload files, artwork or metadata to their account. CP will receive instruction on how to upload their products once their account is approved by SITE.
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9.
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Loss or Damage The SITE shall not be responsible for loss or damage to any property of the CP in their possession or in that of their employees, agents, or independent contractors, or of anyone else to whom delivery is made by the CP in the course of their publishing operation. No insurance will be effected by the SITE on the CP’s material.
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10.
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Infringement of Copyright In the event of the infringement of the copyright, or other rights, in the said WORK, the SITE may, at their discretion, sue, or employ other remedies as they may deem expedient, and shall pay to the CP 50% of the net proceeds of any recovery, less any cost incurred in deploying said remedies.
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11.
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Termination of Agreement Both parties may terminate this Agreement within thirty (30) days of signing of this Agreement for any reason without prejudice. Termination of this Agreement or withdrawal by CP of specific WORKS or other materials, will be prospective with respect to future sales only. It is the responsibility of the withdrawing party to remove or de-activate from sale all WORKS from SITE’s Publishers-Author’s System covered under the terms of this Agreement.
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12.
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SITE’S Right of Termination. The SITE shall also have the right to terminate this Agreement in the event that it becomes illegal under the laws of the United States for the SITE to fulfill their obligations under this Agreement. This Agreement shall automatically terminate in the event of the SITE’S insolvency, bankruptcy, or assignment of assets for the benefit of creditors.
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13.
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Sales Guarantee This Agreement is entered into by both parties hereto in good faith, it being distinctly understood that neither party has guaranteed, or intends to guarantee, the sale of any specific number of copies of the said WORK, or receipts from possible subsidiary right, it being mutually recognized and acknowledged that it is impossible to predict what success any WORK may attain.
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14.
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Complete Contract The CP acknowledges that the SITE has not made any prior pledges, promises, guarantees, or inducements of whatever nature, in any other form except as may be contained in this Agreement. This Agreement and any attached Schedules constitutes the whole and complete understanding of the parties, and no representations other than those expressly contained herein shall be binding. No alteration, modification, amendment, or waiver of any provision hereof shall be valid and enforceable unless it is in writing and signed by both parties.
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15.
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Warranties CP and SITE each warrants that each has the right to enter into this Agreement. CP represents and warrants that: (i) it has all rights necessary to grant the rights granted herein, for the intended use hereunder; and will not grant any rights to any third party that is inconsistent with the rights granted herein; (ii) the WORK represents original works and/or does not violate or infringe on any patent, copyright, trademark, trade secret, or other intellectual property or contractual rights of any other person, firm corporation or other entity; (iii) all samples, photos, illustrations, trademarks, logos or references to other works utilized in the WORK, if any, have been cleared and written permission obtained for the intended use hereunder; (iv) there shall be no payments required of SITE, except and including, but not limited to, any royalties, promotional or advertising receipts, such royalty, promotional and advertising arrangements not to be undertaken without written consent, approval and negotiation of commission with SITE; (v) the exercise by SITE of the rights granted hereunder does not, and will not, conflict with or infringe upon the copyright or any other rights of any third party; (vi) WORK presented will not contain pornography, inflammatory or seditious material, or any material that may be construed to constitute a threat to anyone or any nation; or any obscene, offensive or other materials that are prohibited or restricted under the laws or regulation of any of the countries where SITE provides hosting services or SITE distributes the WORK; (vii) The CP will strive to make the WORK of the best and most professional quality it can, and SITE has the right to refuse, remove or request a WORK be removed at its discretion. (viii) CP hereby grants SITE the rights to reproduce, display, market and store digital versions of WORKS on one or more computer facilities of or under the leased or similar control of SITE on a worldwide basis, and to resell CP’s WORK directly to consumers. (ix) To promote sales of CP’s WORK, CP grants SITE the right to distribute any and all promotional content electronically, including text, cover art, and metadata associated with WORK (x) The CP agrees that all data provided to SITE including WORK categories/genres, heat rating, summary and sample excerpt will all be chosen to accurately reflect the WORK’s content. (xi) All WORKS uploaded by CP to SITE shall be subject to this Agreement and be eligible for participation in various SITE promotional programs.
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Indemnification CP and SITE shall indemnify and hold harmless each other and their respective officers, directors, employees, associates, affiliated companies, successors, assigns and heirs from and against any and all losses, damages, costs, charges, expenses, recoveries, judgments, penalties, and liabilities (including reasonable attorneys’ fees and costs) in connection with any actions, suits or claims arising out of any breach or alleged breach of the representations and warranties made by either party herein.
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17.
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Limitation of Liability Neither CP nor SITE shall be liable to its counter-party or to any third party for any loss of profits, past or future, or special, consequential, or incidental damages arising out of the license, delivery, installation, operation, maintenance or support of the WORK, whether such claim arises in tort or contract and even if advised of the possibility of same. In no event shall SITE or CP’s liability to the counter-party for damages hereunder, if any, exceed the amounts paid to the counter-party by the CP or SITE under this Agreement. In no event shall SITE be liable to CP for any incidental or consequential damages including, but not limited to, loss of anticipated profits, or benefits of use or loss of business, even if SITE is apprised of the likelihood of such damages occurring. SITE shall not be liable for misuse or unlawful distribution of WORK by any consumer/customer or other third party.
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18.
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Relationship between the Parties Nothing contained herein shall be deemed to constitute an employer/employee, agency/agent relationship, a partnership or joint venture between the parties hereto.
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19.
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Governing Law and Interpretation The validity, interpretation and legal effect of this CP’s Agreement shall be governed by the laws of the State of New York, United States of America. Should any portion of any provision be invalid or prohibited by applicable law, such portion shall not invalidate the remaining provisions of this Agreement. Any waiver by either party of any requirement of this Agreement shall not constitute a waiver of any other requirement of this Agreement.
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20.
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Discharge of Obligations The payment to each other of any License Fees, Advertising Fees or commissions will fully discharge all parties’ monetary obligations hereunder.
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21.
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Electronic Signature A check in the box of the Registration Form by CP shall constitute CP’S signature signifying acceptance of this Agreement with the intent that it be valid for all purposes and in compliance with the U.S. Electronic Signatures in Global and National Commerce Act of 2000 and the laws of any other applicable jurisdiction.
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22.
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Change of Address The mailing address and email address of the CP shall be deemed to be that indicated in their registration. All letters, communications and notices of whatever kind, nature and description sent to the CP shall be deemed good and sufficient, unless and until the CP changes the contact information for their account in the SITE’s Publisher-Author’s system.
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23.
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Assignment of Contract This Agreement may not be assigned by either party without the consent of the other in writing, but subject to the foregoing, the provisions of this Agreement shall be binding upon, the inure to, the benefit of the heirs, executors, administrators and assigns of the SITE and of the successors and assigns of the CP.
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24.
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Force Majeure Neither party shall incur liability to the other for any failure or delay in fulfilling its obligations under this Agreement for causes beyond its reasonable control.
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