Booksie Limited Edition Publishing Terms and Conditions

This agreement (the "Agreement") is a binding agreement between the individual or the entity identified in your Booksie account ("you" or "Publisher") and Booksie.

This Agreement provides the terms and conditions of your participation in the Booksie Limited Edition publishing program the terms set forth below:

1. Acceptance of Terms

By either (a) selecting 'agree' or 'accept' when presented with the option, or (b) utilizing any portion of the Program, you acknowledge and consent to the terms of this Agreement. If you do not consent to these terms, you are not authorized to use the Program. In such a case, you must promptly remove your Books from further distribution via the Program and cease any usage of the Program. In instances where the Publisher is an organization, the individual agreeing to this Agreement on behalf of the Publisher affirms that they have the necessary authority to represent the Publisher and commit the Publisher to this Agreement's terms.

This Agreement does not aim to (1) dismiss, limit, or alter any statutory right or remedy available to you, as far as such rights or remedies cannot be lawfully dismissed, limited, or altered; or (2) absolve our liability or impose upon you an obligation to indemnify us for any loss resulting from our own severe negligence or criminal action, as confirmed by a definitive, unchallengeable judicial decision.

In plain English: By clicking 'agree' or using the Program, you accept this Agreement's terms. If not, stop using and distributing your Books through the Program. This doesn't change your legal rights or excuse our severe negligence or criminal actions.

2. Agreement Amendment

We may modify this Agreement by posting an updated version on our website, https://www.booksie.com. The then-current version of the Agreement posted at the time of purchase shall apply to purchases (even if a Limited Edition is purchased, accessed, and/or downloaded after the Agreement is updated). Updated versions of the Agreement shall not apply retroactively to prior purchases. Plain English: Pretty self-explanatory.

3. 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 and your access to your Program account or suspend your Program account at any time if we have concerns with your account, or activity relating to your account, or if you are in breach of applicable laws or this Agreement. You may terminate the agreement at any time by providing us notice of cancellation, in which event we will remove your books from the Booksie Limited Edition site. We will continue to make your content available to anyone who has purchased token access to your content. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5.1, 5.2, 5.3, 5.4, 5.5, 6, 7, 8, 9, 10. All rights to Limited Editions acquired by customers will survive termination.

Plain English: This Agreement starts when you accept it and lasts until you or we end it. We can end it or suspend your account anytime for concerns, your activities, or legal breaches. You can cancel anytime, but we'll still provide your content to those who bought access. Certain Agreement sections remain valid after termination.

4. Account Eligibility and Registration

4.1 Participation Requirements: To take part in the Program, you must maintain an active account within the Program. You declare that you are at least 18 years of age (or the legal age of majority in your jurisdiction, if higher) and possess the capacity to enter into binding agreements. Parents or guardians may establish a Booksie Limited Edition account on behalf of a minor, thereby acting as the Publisher for the minor’s Book.

You agree to receive emails from us regarding the Program and other publishing opportunities periodically.

Plain English: To join the Program, you need an active account, be at least 18 or the legal adult age in your area, and can make legal agreements. Parents can sign up for minors. You'll get emails about the Program

4.2 Maintaining Account Security: The security and confidentiality of your account's username and password rest solely with you, and you are accountable for all actions taken under your account, regardless of whether you have authorized them. Any losses incurred by Booksie due to unauthorized or other activities associated with your account may be your responsibility. You are prohibited from allowing any third party to access the Program using your account and from using any third party’s account. By agreeing to this Agreement, you also accept responsibility for any use of the Program by others linked to your account, such as employees or contractors. Should there be any unauthorized use of your username, password, or account, you must promptly inform Booksie.

You're solely responsible for your account's security and all activities under it, including those by others like employees. Notify Booksie immediately of any unauthorized use.

5. Book Distribution Rights

5.1 Delivery, Acceptance and Withdrawal.

5.1.1 Submission of Books: You are obliged to provide us with each Book you wish to distribute through the Program at your own cost. It is your responsibility to keep a copy of any material you provide, as we do not retain copies.

5.1.2 Compliance with Content Policies: It is your responsibility to ensure all content of your Book adheres to our Program Policies at the time of submission. If you find any content you have submitted is non-compliant, you must immediately remove it by either unpublishing or republishing compliant content following the Program’s procedures for withdrawal or republishing. We reserve the right to alter or delete any metadata, product descriptions, information, images, or any portion of your Book’s cover art you provide, especially if they do not meet our content requirements. Advertising or promotional content within any Book is prohibited. All metadata you provide must be up-to-date, complete, and accurate, and if you find any provided metadata to be incorrect or incomplete, corrected metadata must be promptly submitted through the Program's procedures for metadata submission.

5.1.3 Acceptance of Books: Booksie reserves the right tol review any content submitted for publication as a Limited Edition to ensure it meets the platform guidelines. We hold the sole discretion to decide what content is accepted and distributed through the Program. If requested, you must quickly provide additional information to confirm your rights for distribution, ensuring that all provided information and documentation is current, complete, and accurate. We, or third parties on our behalf, may conduct inquiries to verify your rights for distribution and the validity of your provided information and documentation.

5.2 Marketing, Promotion, Reviews, Lending, and Optional Services

5.2.1 Marketing and Promotion: You agree to permit us to offer chapters or sections of your Books for free to potential customers and to display excerpts in response to search queries. We are not obligated to compensate you for these marketing or promotional activities. We are not required to market, distribute, or sell any Book, nor to continue these activities once started.

5.2.2 Reviews: You are subject to the Booksie Community Guidelines. We retain the right to take any action regarding your account in line with these Guidelines, including the removal of any review that breaches them.

5.2 Book Pricing

5.1 Setting Your List Price: The price you set for your book in this Agreement is known as your "List Price." Once your book is selected for a Limited Edition run, this price cannot be altered without administrative approval.

5.2 Earnings and Payment Procedures

5.2.1 Royalty Payments: Provided you comply with this Agreement, for each Book sold through the Program, the Booksie entity responsible for the sale (or its affiliate) will pay you the relevant Royalty as specified on the Digital Book Pricing Page or Print Book Pricing Page, after deducting refunds, bad debts, and any VAT, sales, or other taxes levied on the customer or applicable to the sale.

5.2.2 Payment Schedule: Unless otherwise stated on the Digital Book Pricing Page, Booksie will disburse payments for book sales approximately 90 days after the end of the month in which the sales occurred. Your account will include a report detailing Limited Edition sales. Additionally, all sales are recorded on a public blockchain, allowing for independent tracking outside of Booksie's reports.

5.2.3 Payment Requirements: To receive Royalty payments, you may need to provide certain information or register a valid bank account. If your information is incomplete or inaccurate, we are not obligated to make any Royalty payments until correct information is provided. We may also implement additional payment policies, such as minimum payment amounts for different methods and check fees, as detailed on the Limited Editions website.

5.2.4 Disputing Payments: Any legal action concerning payment disputes must be initiated within six months of the statement date. The scope of such proceedings will be limited to determining the owed amount for the periods in question, and the only remedy will be receiving the due amount without interest.

5.2.5 Royalty Adjustments and Withholdings: We reserve the right to withhold and offset future Royalties as follows:

- If a sale that generated a Royalty is later refunded, returned, or credited, we may deduct the Royalty amount from future payments or request its return.

- If a third party challenges your rights to distribute a Book, we may hold all Royalties until the claim is resolved. If the claim is valid, we won't owe you Royalties for that Book and may deduct any previously paid Royalties from future payments or request their return.

- If you violate our representations, warranties, or Content Guidelines, we won't owe you Royalties for that Book and may deduct any previously paid Royalties from future payments or request their return.

- We may deduct amounts you owe us from your Royalties.

- Upon termination of this Agreement, we may hold all Royalties for three months to cover any potential refunds or other offsets.

- If we terminate this Agreement due to your breach of representations, warranties, or Content Guidelines, you forfeit any unpaid Royalties. Opening a new account without our permission after termination will result in no Royalty payments.

- If we find deceptive, fraudulent, or illegal activities related to your Books or account, we may permanently withhold payments and use any previous payments to cover enforcement costs or compensate third parties affected by such activities.

5.2.6 Tax Responsibilities: You are responsible for any income or other taxes arising from payments made to you by Booksie under this Agreement. The amounts payable to you are inclusive of any applicable taxes unless stated otherwise. Booksie reserves the right to deduct or withhold any applicable taxes from the amounts owed to you, and the amounts paid after such deductions or withholdings will constitute full payment to you.

5.3 In Licensing Rights Granted: Throughout this Agreement's term, you grant each Booksie entity a nonexclusive, irrevocable license to distribute your Books in electronic format, both directly and via third-party distributors. This license includes the rights to: (a) reproduce, index, store, reformat, convert, and encode Books; (b) display, market, transmit, distribute, sell, license, and otherwise make Books available on Booksie Properties, allowing customers to download, access, print, and view them online and offline; (c) allow customers to store purchased Digital Books on Online Storage and re-download them; (d) display and distribute your trademarks, logos, and portions of Books for marketing and selling purposes; (e) use, adapt, and distribute any metadata, product descriptions, and images you provide; and (f) technically facilitate the aforementioned rights. You also consent to our affiliates and independent contractors exercising these rights. These rights are granted globally unless you specify restricted territories through a provided procedure, subject to Program Policies.

5.4 Rights Clearance and Dispute Resolution: You are responsible for obtaining and paying for necessary clearances and licenses for the Books, ensuring no additional payment obligation on us. If you claim via our provided procedure that a third party has distributed a Book you have exclusive rights to, we will, after verifying your claim, pay you the due Royalties and remove the Book from future sale, as your sole remedy.

5.5 Representations, Warranties, and Indemnities: You affirm that: (a) you have full authority to enter and perform this Agreement and will adhere to its terms; (b) all necessary rights for this Agreement's rights grant have been obtained before content delivery; (c) the rights exercise under this Agreement will not infringe any intellectual property or other rights, nor contain defamatory material or violate laws; (d) all delivered Books comply with our technical specifications; (e) you are responsible for paying any co-owners of the content; (f) you will not misuse the Booksie service. You agree to indemnify Booksie against any breach-related losses, with the right for us to participate in the defense. You cannot settle any indemnity-related claims without our consent. This indemnity obligation is independent of your other Agreement obligations.

5.6 Ownership and Usage of Booksie Properties and Customer Data: You retain all rights to your Books, while we retain rights to the Program, Booksie Properties, and related materials. We own and control all customer data acquired through the Program. We have full discretion over the Program and Booksie Properties' terms, features, and operation, though our use of the Books is subject to this Agreement. Any feedback you provide about Booksie Properties or the Program can be freely used by us without compensation. You gain no rights to our intellectual property or technology.

5.7 Confidentiality: Without our written consent, you may not publicly disclose this Agreement or its terms, or use or disclose Booksie Confidential Information except as necessary for this Agreement. If legally required to disclose Confidential Information, you must notify us in advance and disclose only the required information. "Booksie Confidential Information" includes all non-public information about Booksie, our communications, and sales data. This confidentiality obligation survives three years post-Agreement termination.

5.8 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 Booksie 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 Booksie CANNOT ENSURE THAT BOOKS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES Booksie MAY MAKE APPLICABLE IN CONNECTION WITH USE OF BOOKS, AND Booksie 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. Limited Editions 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.

5.9 Force Majeure. Booksie will not be liable to you for any failure or delay in the performance of its obligations under this Agreement 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.

10 General Legal Provisions.

10.1 Disputes. Any dispute or claim relating in any way to this Agreement or Limited Editions will be resolved by binding arbitration, rather than in court, except that either party may elect to proceed in small claims court in the United States if the claims qualify under applicable law. The United States Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Commercial Fee Schedule. You and we each agree that the underlying award in arbitration may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules. The AAA’s rules and fee schedules are available at www.adr.org or by calling 1-800-778-7879 (in the United States). You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial and you and we agree that any such suit may proceed only in state or Federal court in Middlesex County, Massachusetts. Plain English: Disputes under this Agreement will be settled through binding arbitration, not in court, unless they qualify for small claims court in the U.S. Arbitration doesn't involve a judge or jury but can award similar damages and relief as a court.

10.2 Applicable Law. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of Massachusetts, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Booksie relating to this Agreement or the Program.

10.3 Other Legal provisions. This Agreement may not be amended, except in writing signed by both parties or as provided in Section 2 above. If any provision of this Agreement is held invalid by a court or other tribunal 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. Any Booksie affiliate may join as a party to this Agreement and will notify you if it does. The joining Booksie affiliate will be entitled to exercise the rights you grant under this Agreement. Each Booksie party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Booksie parties. 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 (a) Booksie may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give Booksie 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 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 an Booksie party, via one or more of the methods described in Section 2 (Agreement Amendment), or (ii) if by you to Booksie Limited Editions via email to [email protected]. Notices will be effective and deemed received on the date transmitted or posted.

In Plain English: This Agreement can only be changed in writing by both parties or as specified in Section 2. Invalid provisions will be modified to reflect original intentions. Each party covers its own costs and non-enforcement of a term isn't a waiver. Only the involved parties have rights or obligations under this Agreement.