Terms of Service
These Terms of Service are a contract between you and Draft2Digital LLC. Under these Terms of Service, Draft2Digital will:
- Convert your manuscript into common ebook formats.
- Deploy your ebooks to leading online bookstores.
- Provide online reports to you concerning sales of your ebooks.
- After deducting a 15% commission, pay you the remainder of your royalties each month after receiving royalties from online bookstores.
You, the author:
- Are and will remain the owner of your books and all rights to them. Draft2Digital has a right to commissions on sales under the Terms of Service, but has no claim to the copyrights or any other rights pertaining to your books. You are the owner of the ebook files Draft2Digital creates.
- 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.
- Can delist any of your ebooks from Draft2Digital or terminate the Agreement at any time. Draft2Digital is entitled to its 15% commission on sales of your books prior to delisting. Thereafter, Draft2Digital has no further rights to any income from your books. You are free to do whatever you like with your books.
The Overview is a summary of the Terms of Service. The Terms of Service themselves are the contract or agreement between Draft2Digital and you.
Given the importance of these Terms of Service, which constitute a binding contract, we encourage you to study them carefully.
Terms of Service
This agreement is made as part of an online application (the "Application") for participation in a digital self-publication and distribution program (the "Program") from Draft2Digital LLC, ("Draft2Digital", "we" or "us").
This Agreement is a binding agreement between us and the individual or entity identified as the Publisher ("you" or "Publisher") with respect to your participation in the Program and your distribution of digital content through the Program (all such content is described 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.
- Agreement 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 any part of it. If you don't accept the terms, you are not entitled to use the Program.
- Amendments to the Agreement. The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old and by sending an email to the email address then registered for your Program account. Changes to this Agreement will be effective 30 days after we give you notice. If you do not like any Amendment, you are free to terminate the Agreement at any time.
- 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 of us 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.
- Commissions. We shall receive a commission of 15% of the proceeds generated by the sale and/or loan of your Ebooks. We are entitled to deduct our commission from the funds we receive from the sale and/or loan of your Ebooks.
Term and Termination.
- The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you.
- We are entitled to terminate this Agreement at any time. We will notify you within 5 business days after termination.
- You are entitled to terminate at any time by providing us notice of termination, in which event 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 you provide us notice of termination. It is possible that some online bookstores may not immediately cease sales of your Ebooks following receipt of our notice to terminate sales or that termination of sales is subject to portions of the Terms of Service of those bookstores that delay termination of sales.
- 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.
- 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.
- We are entitled to Commissions on all sales completed by us or by online bookstores through which we distribute your Ebooks prior to termination.
Program Eligibility and Registration
- Eligibility. In order to participate in the Program you must: (a) have an active Program account; and (b) be at least 18 years old or the legal age of majority in your place of residence.
- Account Information. You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program.
- If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use.
- You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program from time to time.
- Account Security. You are 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.
- You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Draft2Digital of any unauthorized use of your username, password or account.
Ebook Distribution Rights.
- 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 unless you would like us to generate one for you.
- Ebook Formatting. We will use your manuscript to create and format your Ebook. The style of such formatting shall be determined by us.
- 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 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.
Ebook Rejection. We are entitled to determine what content we accept and distribute through the Program in our sole discretion.
- 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.
Pricing and Program Terms.
List Price. You will provide a list price for each Ebook you submit to us.
- The royalty rates paid by various online bookstores may vary depending upon the list price. We may advise you concerning those rates, but you are entitled to set any List Price you deem appropriate so long as it is acceptable to the online bookstores through which we distribute.
- 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.
- List Price. You will provide a list price for each Ebook you submit to us.
- 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 15% commission.
Payment Terms. We will pay royalties on your Ebook sales within 15 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.
At the time of payment, 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.
- If payment is made by check, we will accrue royalties payable until they equal or exceed $25 before paying you.
- If payment is made via PayPal, we will accrue royalties payable until they equal or exceed $10 before paying you.
- 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.
- 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.
- Taxes. 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.
Grant of Rights. You grant to Draft2Digital, throughout the term of this Agreement, a nonexclusive right and license to distribute Ebooks, directly and through third-party online bookstores and distributors, in all digital formats 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.
- This right 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).
- 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.
- 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.
- 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.
- You are the owner of the Ebook files that we create.
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 any content, you will 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 embodied in the content nor its sale or distribution as authorized in this Agreement 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 ensure that all Ebooks delivered under the Program comply with the technical delivery specifications provided by us; and (e) 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.
- To the fullest extent permitted by applicable law, you will indemnify, defend and hold Draft2Digital, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. 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.
- This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
- 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 DUE AND PAYABLE BY DRAFT2DIGITAL UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. 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. 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.
- Force Majeure. 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.
General Legal Provisions.
- This Agreement may not be amended, except in writing signed by both parties or as provided in Paragraph 2 - Amendments to the Agreement - above.
- 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.
- The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement.
- 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.
- 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.
- Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
- 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.
- 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. 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 email@example.com with a copy to firstname.lastname@example.org or via certified mail, return receipt requested, to Draft2Digital LLC, 812 Old Bugle Rd., Edmond, OK 73003. 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.