Revised December 2017

OVERVIEW

These Terms of Service (the “Terms” or “Agreement”) is a binding contract between you and Draft2Digital LLC (“we” or “us” or “Draft2Digital”) regarding for participation in a digital self-publication and distribution program (the “Program”) through the website draft2digital.com (the “Site”).

Under these Terms, Draft2Digital will:

  1. Convert your manuscript into an ebook format.
  2. Deploy those ebooks to leading online bookstores.
  3. Provide online reports to you concerning sales of your ebooks.
  4. After receiving your royalties from online bookstores, pay you your royalties each month with a deduction payable to Draft2Digital of a 15% commission.

You, the author:

  1. Are and will remain the owner of your books and all rights to them; Draft2Digital has a right to commissions, but has no claim to the copyright or ownership in your books. You are the owner of the ebook files Draft2Digital creates.
  2. Set the sales price of your ebooks and write the description that appears in online bookstores. You can change either the price or description at any time.
  3. Can delist any of your ebooks from Draft2Digital or terminate this Agreement at any time, provided that Draft2Digital is entitled to its 15% commission on sales of your books prior to delisting.

The Overview is a summary of the Terms. The Terms themselves are a contract between Draft2Digital and you. Given the importance of these Terms, which constitute a binding contract, we encourage you to study them carefully.

TERMS OF SERVICE

This Agreement is a binding contract between us and the individual or entity identified as the Publisher (“you” or “Publisher”) with respect to your participation in the Program and distribution of manuscripts and other materials that are converted into digital content through the Program (all such content referred to as “Ebooks”). If the Publisher is an entity, the individual person who accepts this Agreement for Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement.

  1. Terms Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking Accept where you're given the option to do so or (b) by using the Program or Site, or any part of it. If you don't accept the Terms, you are not entitled to use the Program or Site.
  2. Changes to the Terms, Program or Site. We reserve the right to change the Site, the Program or these Terms at any time in our sole discretion. Any such changes will be effective 30 days after we post notice of such a change at the top of the Terms. If you do not like any amendment, you are free to terminate use of the Program and Site.
  3. Online Bookstores – Terms of Service. Our ability to distribute your Ebooks to various online bookstores is determined by the Terms of Service of those online bookstores. If your Ebooks are not acceptable to one or more online bookstores under their Terms of Service or otherwise, we will notify you and you will have the option of modifying your Ebooks to make them acceptable for sale. We and you each agree that neither will take any steps that either of us know or have reason to know will violate the Terms of Service of any online bookstore through which your Ebooks are sold. We may cease selling Ebooks through any online bookstore whose Terms of Service are or become unacceptable to us for any reason.
  4. Commissions. We shall receive funds provided to us from online bookstores that are generated from the sale, loan and other distribution of your Ebooks and you agree that we are entitled to deduct and keep a commission of 15% of those proceeds generated as payment for our services in the Program and under this Agreement (the “Commissions”).
  5. Third Party Websites Your use of any online bookstore to sell or your Ebook or any other linked websites and/or correspondence or business dealings with, or participation in promotions of, advertisers or third party vendors found on or through the Site, including payment and delivery of related goods or products, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Except for the limited obligation to pay to you monies we receive from online bookstores less our Commission, you agree that Draft2Digital shall not be responsible or liable for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers or links on the Site. We expressly disclaim any representations made by online bookstores or regarding the content or accuracy of materials on any third-party websites and, because Draft2Digital has no control over such sites, you acknowledge and agree that Draft2Digital is not responsible for the availability of such external or co-branded sites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites. You are responsible for reviewing the privacy statements and policies of other websites you choose to link to or from the Site, so that you can understand how those websites collect, use and store your information. We are not responsible for the privacy statements, policies or content of other websites, including websites you link to or from our co-branded Site. Websites containing co-branding (referencing our name and a third party’s name) contain content delivered by the third party and not us.
  6. Term and Termination
    1. The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you.
    2. We are entitled to terminate this Agreement at any time with or without cause by providing you notice of termination.
    3. You are entitled to terminate at any time with or without cause by providing us notice of termination.
    4. Upon notice of termination by us or you, we will cease selling your Ebooks and give notice to all online bookstores through which we are distributing your Ebooks to cancel listings and terminate sales of your Ebooks within 5 business days from the date of notice of termination; it is possible that some online bookstores may not immediately cease sales of your Ebooks through which we distribute your Ebooks following receipt of such notice, and, until such online bookstores cease sales of your Ebooks, all sales by online bookstores through which we distribute your Ebooks following such notice remain subject to these terms.
    5. Notwithstanding anything to the contrary herein, you agree that following termination or suspension, we or the online bookstores through which we distribute your Ebooks may fulfill any customer orders for your Ebooks pending as of the date of termination or suspension.
    6. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 4, 9, 11, 12 and 14. All rights to Ebooks acquired by customers will survive termination.
    7. We are entitled to Commissions on all sales completed by us or by online bookstores through which we distribute your Ebooks prior to termination.
  7. Program Eligibility and Registration As a condition to participating in the Program, you represent, warrant, covenant and agree that you:
    1. agree to these Terms and our Privacy Policy;
    2. shall create and maintain an active Program account using the online form found https://draft2digital.com/register/;
    3. are of sound mind and are at least 18 years old or the legal age of majority in your place of residence;
    4. shall ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provide it, and keep it up to date as long as you use the Program;
    5. shall not establish a new account if we terminate your account;
    6. shall not use false identities or impersonate any other person or use a username or password you are not authorized to use;
    7. authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide;
    8. consent to us sending you emails relating to the Program from time to time;
    9. remain solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities;
    10. shall not permit any third party to use the Program through your account and will not use the account of any third party; and
    11. agree to immediately notify Draft2Digital of any actual or suspected unauthorized use of your username, password or account.
  8. Ebook Distribution Rights. 
    1. Delivery.  You must provide to us a completed manuscript in Microsoft Word or Word-compatible format for each Ebook you desire to distribute through the Program. You may also provide a cover; if you do not provide a cover, we will generate one for you.
    2. Ebook Formatting. We will use your manuscript to create and format your Ebook. The style of such formatting shall be determined by us in our sole discretion.
    3. Errors. We are not responsible for any errors in the manuscript you provide for us as the basis for your Ebooks. We will provide you access to a proof copy of your Ebook prior to distributing it to bookstores. It will be your sole responsibility to carefully examine the proof copy for errors and report them to us. We may, in our discretion, limit the number of times we correct errors in proof copies. If you discover any errors in the formatting of your Ebooks, our sole obligation is to correct the errors you report to us as of or after the date you provide us notice of such errors.
    4. Ebook Rejection. We are entitled to determine what content we accept and distribute through the Program in our sole discretion.
    5. Additional Information. If we request that you provide additional information relating to your Ebooks, such as information confirming that you have all rights required to permit our distribution of the Ebooks, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Ebooks and the accuracy of the information or documentation you provide to us with respect to those rights.
  9. Pricing and Program Terms.
    1. You will provide a retail or list price for each Ebook you submit to us (the “List Price”).
    2. The royalty rates paid by various online bookstores are set by those bookstores and may vary depending upon the List Price. While we may provide to you information we know concerning those rates, you are solely responsible for determining the royalty rates paid by online bookstores and setting the List Price, and are entitled to set any List Price you deem appropriate so long as it is acceptable to the online bookstores through which we distribute.
    3. The List Price you provide will be exclusive of sales, value-added or similar taxes which are assessed in connection with the sales of your Ebooks.
  10. Payments.
    1. Royalties. For each Ebook sold through the Program, you will receive the full amount paid by the online bookseller to us as royalties less our Commissions. You understand, acknowledge and agree that royalties received by you are in no way under our control and are dependent on the royalty rate provided by online bookstores, the List Price set by you and the number of your Ebooks that are sold. You also acknowledge and agree that online bookstores may deduct sales tax and other surcharges from the gross sales of your Ebooks, over which deduction we have no control. You further acknowledge and agree that Draft2Digital is in no way responsible or liable for the royalties paid to us by online bookstores. If you have a dispute with an online retailer of your Ebooks, you must resolve it with that third party.
    2. Payment Terms.  We will pay you royalties received from online bookstores on your Ebook sales within 15 business days following the end of each month. You understand that, pursuant to their Terms of Service, online bookstores usually defer payment of royalties for a period of time following the end of the period for which royalties are calculated. We have no obligation to pay any royalties to you until after we receive those payments ourselves. In the event of a failure on the part of any online bookstore to pay royalties to us for any reason, we will have no obligation to pay royalties to you.
    3. At the time of our payment of royalties to you, we will make available to you a report detailing sales of Ebooks and corresponding royalties. All payments will be made via check, PayPal, Electronic Funds Transfer (“EFT”) payments or other method we designate.
      1. If payment is made by check, we will accrue royalties payable until they equal or exceed $25 before paying you.
      2. If payment is made via PayPal, we will accrue royalties payable until they equal or exceed $10 before paying you.
      3. If payment is made via EFT, we will accrue royalties payable until they equal or exceed $10 before paying you. If your financial institution imposes any fees in connection with EFT payments, you will be responsible for paying such fees.
    4. Various online booksellers may, under their Terms of Service, withhold, offset or reduce royalties for various reasons. We will only deliver royalties to you that we actually receive.
    5. You are responsible for any income or other taxes due and payable resulting from payments to you by Draft2Digital under this Agreement. We will be required to report payments you receive to taxing authorities as required by tax laws and regulations. For this purpose, you will provide us with an appropriate tax identification number (SSN or EIN) upon request.
  11. Books to Read. All participants in the Program will be provided with a Universal Link to be used on www.books2read.com free of charge, which Universal Link shall be subject to the Terms and Conditions of www.books2read.com found here and is more fully described in those Terms and Conditions.
  12. New Release Notifications All participants in the Program will be also be allowed to create a New Release Notification link found at www.books2read.com for no charge, which page will provide a listing of Ebooks that are recently published through our services, also subject to its own Terms and Conditions found here. For no charge, readers using the New Release Notification link will have the ability to sign up to be on a mailing list for the author’s specific New Release Notification page to receive updates concerning the page and Ebooks published through the Program.
  13. Grant of Rights. You grant to Draft2Digital, throughout the term of this Agreement, a nonexclusive, worldwide right and license to distribute Ebooks, directly and through third-party online bookstores of your choice, in all digital formats (now or hereafter created) by all digital distribution means available. This right shall be irrevocable unless and until you terminate this Agreement according to its terms. Some of the rights you grant to us are necessary for online bookstores to operate according to their terms of service.
    1. Your grant of rights to us includes, without limitation, the right to: (a) reproduce and store Ebooks on one or more computer facilities, and reformat, convert and encode Ebooks; (b) display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of Ebooks through online bookstores selected by you for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices; (c) permit customers to "store" Ebooks that they have purchased on servers ("Virtual Storage") and to access and re-download such Ebooks from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within Ebooks (with such modifications as are necessary to optimize their viewing), and (ii) portions of Ebooks, in each case solely for the purposes of marketing, soliciting and selling Ebooks; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with Ebooks; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Ebooks as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display).
    2. In addition, you agree that we may permit online bookstores you select, their and our affiliates and independent contractors, and their and our affiliates' independent contractors, to exercise the rights that you grant to us in this Agreement.
    3. You grant us the additional right to use your manuscript and Ebook files for the purpose of improving and enhancing our systems for converting and distributing electronic books. No sales or licensing of your Ebooks will take place pursuant to this sub-paragraph.
    4. You grant us the rights set forth in this Paragraph and elsewhere in this Agreement on a worldwide basis unless territorial limitations are set forth in a separate agreement signed by you and us.
    5. You are the owner of the Ebook files that we create, and your ownership is subject to the rights granted to us by you herein.
  14. Property Rights in the Site and Program. We own the Site and Program and all intellectual property related to the Site and Program. All content, organization, graphics, design, compilation, products and product designs, and other matters related to or included on the Site are protected under applicable copyright, trademark, or other proprietary rights and owned by us, including, without limitation, our name and logos and slogans and the names and logos of our products, such as DRAFT2DIGITAL, and you must not use the foregoing without our prior written permission. We do not own author content advertised on the Site or any rights to any third-party logos, product and service names, designs and slogans made reference to on the Site or as a party of the Program. If you believe that your work has been copied on the Site in a way that constitutes copyright infringement or otherwise violates your intellectual property rights, please contact us by clicking here and provide us with the following: (i) identification of what is claimed to have been infringed; (ii) identification of what is claimed to be infringing; (iii) your contact information (or the contact information of the person we need to contact about the infringement); (iv) a statement that the person submitting the complaint is doing so with a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or the law; (v) a statement that the information provided is accurate, and under penalty of perjury; (vi) a physical or electronic signature of the person submitting the complaint; and (vii) if that person is not the owner of the content at issue, a statement that the person submitting the complaint is authorized to act on the owner’s behalf.
  15. Representations, Warranties and Indemnities. You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee's delivery of your Ebook or any other content, you have obtained all rights that are necessary for the exercise of the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials provided or embodied in the content you provide us nor the sale or distribution of the same will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will not upload, post, submit, email, transmit, or otherwise make available through Program anything that: (i) contains falsehoods or misrepresentations that could damage Draft2Digital or any third party; (ii) is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or are otherwise inappropriate; (iii) disseminates or transmits any worms, viruses or other harmful, disruptive or destructive files, code or programs; (iv) impersonates another person without their consent; (v) you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vi) otherwise violate these Terms; (e) you will ensure that all Ebooks delivered under the Program comply with the technical delivery specifications provided by us; and (f) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Ebook or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable hereunder.
    1. To the fullest extent permitted by applicable law, you shall indemnify, defend and hold Draft2Digital, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, settlement, cost (including reasonable attorneys' fees), action or cause of action that arises from or is related to any actual or alleged breach by you of any of your representations, warranties, covenants or obligations set forth in these Terms. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
    2. Nothing herein is intended to grant you any license or other rights to any intellectual property or technology owned or operated by Draft2Digital, including, without limitation, any trademarks or trade names. Nothing in these Terms restricts any rights we may have under applicable law or a separate permission.
  16. Limitation of Liability. THE PROGRAM IS PROVIDED "AS IS." WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO YOU BY DRAFT2DIGITAL UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING YOU INITIATING A LAWSUIT AGAINST US. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. PUBLISHER ACKNOWLEDGES AND AGREES THAT DRAFT2DIGITAL CANNOT ENSURE THAT EBOOKS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES DRAFT2DIGITAL MAY MAKE APPLICABLE IN CONNECTION WITH USE OF EBOOKS, AND DRAFT2DIGITAL WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. DRAFT2DIGITAL RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES. Some jurisdictions do not allow limitations on liability or disclaimer of implied warranties, so all or a portion of the foregoing may not apply to you. In this case, Draft2Digital’s liability and the effect and/or duration of any implied warranty is limited to the minimum permissible under applicable law.
  17. General Legal Provisions.
    1. This Agreement may not be amended, except in writing signed by both parties or as provided in Paragraph 2 - Amendments to the Agreement -   above.
    2. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.
    3. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement.
    4. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision.
    5. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED AT OKLAHOMA COUNTY, OKLAHOMA WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    6. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that either party may assign any of its rights and obligations under this Agreement without consent in connection with the sale of all or substantially all of its/his/her assets but the selling party must give  the other party written notice of the assignment no later than ten (10) business days following the assignment.
    7. Draft2Digital LLC will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
    8. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies.
    9. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by Draft2Digital to you, via email sent to the email address you have provided to us, via certified mail, return receipt requested, to the physical address you have provided to us, via a posting on the Program website or via a message through your Program account, or (ii) if by you to Draft2Digital, via email sent to support@draft2digital.com with a copy to legal@draft2digital.com or via certified mail, return receipt requested, to Draft2Digital LLC, 5629 SE 67th Street, Oklahoma City, OK 73135. Notices will be effective and deemed received on the date transmitted or posted unless sent via certified mail, in which case they shall be effective on the date delivered or tendered for delivery.