The Terms and Conditions is entered into as of _________, by and between the publisher, Legaia Books USA, and you, the author ____________.This publishing contract applies to and governs all rights bestowed upon both parties, services provided by us, and as well as any acts incidental to the fulfillment of the services or other responsibilities under this agreement.
By signing this contract, you understand and accept the terms and conditions set forth herein. That upon availing for any of our packaged services, you agree to be bound by these terms and conditions, which outline, among other things, the granting of rights and licenses, fulfillment of the services and the limitation of liability.
RIGHTS and LICENSES
Legaia specifies its finished product into four categories of intellectual property: (1) Your Manuscript; (2) Our Work Product; (3) Our Property; and (4) Third Party Property.
Your Manuscript includes the text of the work, in its original form as submitted by the author and as edited by us during the fulfillment of editorial services purchased by the author, and graphics or other materials, all owned or authorized in writing by the owners to be submitted by the author that will be incorporated into the work. YOU (AND/ OR THE PERSONS YOU ARE EXCLUSIVELY AUTHORIZED TO REPRESENT IN THIS AGREEMENT) WILL REMAIN THE SOLE AND EXCLUSIVE OWNER(S) OF ALL RIGHT, TITLE, AND INTEREST, INCLUDING COPYRIGHT, IN AND TO YOUR MANUSCRIPT AND THE FINAL PRODUCTS.
Our Work Product includes the materials and resources used to create your book design, book cover design, graphics, illustrations, and other content that we or our contractors create in the process of fulfilling the Services (with the exception of the text of the work). Our Property includes our imprint logos, imprint names, trademarks, barcodes, and ISBN’s. We remain the sole and exclusive owner of all right, title and interest, including copyright, in and to Our Work Product and Our Property.
Third Party Property includes content that is owned by third parties that either we license, or you license or otherwise have permission to use in the work. If your use of Third Party Property is subject to any restrictions (such as a limit on the number of reproductions of an image), you are responsible to ensure that you comply with those restrictions. All right, title and interest in Third Party Property shall remain with the respective Third Party. Third Party Property licensed to us may be used only in the version of the work (in any format) that we create, and may not be removed or used in any other versions of the work or other products or materials.
During the Term of this Agreement and for the purpose of fulfilling the services availed for and of complying with our obligations under this Agreement, with respect to Your Manuscript and Third Party Property licensed to you for use in the work, You authorize, consent to and grant to us and our contractors the following:
• The worldwide rights and license to display, exhibit, reproduce, digitize, modify, license, and otherwise use the information that you provide to us about you (such as your name or chosen penname, image, likeness, appearance, voice, video footage, biographical and personal information, etc.), and information about the work (such as the title, your description of the work, excerpts and images from the work, etc.), in all materials created by us or on our behalf that incorporate any of the information above, in any format and in all media;
• The worldwide rights and license to send free review copies of the work to members of media and other potential book reviewers or book sellers, in our sole discretion.
• The worldwide rights and license to make excerpts or previews of the work available for preview on websites or via other media, including the websites of certain retailers such as Amazon, Google, and Apple, in Our sole discretion
• The exclusive, transferable, worldwide license to manufacture, store, use, display, execute, reproduce (in whole or in part), transmit, modify (for example, for formatting purposes or to create authorized derivative works), import, make, have made, offer to sell, print, publish, market, sublicense, distribute, and sell (individually or as part of compilations of collective works), and license for use via any subscription model or lending model, through all distribution channels available now or at a later time, in any language, in any format, and via any medium, now known or hereafter devised, selected in our sole discretion and consistent with the services you purchase.
• During the transition period of ninety (90) days after termination of this Agreement, the non-exclusive, worldwide license to engage in the activities set forth above
• The right and license to compile and use statistical information regarding sales of the Work For Internal Use Only- Revision Date: 7/11/2016.
After this Agreement is terminated, we grant to you a non-exclusive, worldwide license to manufacture, store, use, display, execute, reproduce, transmit, import, make, have made, offer to sell, print, publish, market, sublicense, distribute, and sell Our Work Product and Third Party Property provided by us only as it exists in the version of the work that was created by us. The re-sale of copies of the work purchased previously by you or by a third party is not subject to the terms of this Agreement.
FULFILLMENT OF SERVICES
Before we are required to complete fulfillment of the services, you must submit to us: (a) a fully completed Title Submission Form or other forms requested by us; (b) your manuscript; and (c) full payment for the services. We are not responsible for the loss of or damage to your manuscript while in transit or while in our possession. We are not obligated to preserve or return your manuscript or any other submitted materials to you.
You agree that we will suggest the price at which to sell the various formats of the work (“Suggested Retail Price”). PLEASE NOTE THAT THE SUGGESTED RETAIL PRICE IS NOT NECESSARILY THE PRICE OF THE WORK TO THE END CUSTOMER, WHICH IS
SET BY THE RETAILER. YOU MAY NOMINATE A SPECIFIC PRICE AT YOUR OWN DISCRETION GRANTED THAT IT DOES NOT GO BELOW THE SUGGESTED RETAIL PRICE.
Upon final approval of the work, we will make it available through our website and our contractors, consistent with the services availed for. The work may be sold individually in any format, or may be distributed in one or more of the following models: (i) divided with only certain portions of the work sold; (ii) combined, in whole or part, with other works and sold as part of a bundle; (iii) combined, in whole or in part, with other works and sold as part of a subscription service; or (iv) combined, in whole or in part, and sold as part of a lending service. We do not warrant that any particular contractor will offer the work for sale, as this is up to the sole discretion of the contractor, or that we will continue to use any particular contractor. If we receive a complaint from you or a third party regarding the work, we may discontinue the distribution of the work while we resolve the complaint.
You are responsible for the payment of shipping and handling fees applicable to the shipment of copies of the work to you, whether included with the service(s) or Publishing Package, provided free-of-charge, or otherwise purchased by you from us.
Royalties will be paid to you on all sales of the work, EXCEPT: (a) sales of used copies of the work; (b) sales of the work purchased by you; and (c) copies of the work given to any person or entity free of charge.
You will receive Royalties based on One Hundred Percent (100%) of the Suggested Retail Price for each sale of the individual work in print or audio format through one of our contractors; minus the following expenses:
• Printing Cost
• Distribution Cost
• Shipping and Handling
Royalties and total sales of the work are calculated on a calendar quarter basis. Royalties due will be paid within ninety (90) days after the end of each calendar quarter. Our third party payment merchant may charge you an additional fee to “Legaia Books is an innovated self-publishing platform for authors of different genres.” Legaia Books USA | 555 Fayetteville Street Suite 201 Raleigh, NC 27601 | (704) 245-6610 receive payments through when electronic funds transfer (EFT). We may accrue and withhold payment until the total amount of Royalties earned equals or exceeds seventy-five dollars ($75). All held Royalties will be paid in full within ninety (90) after the end of each calendar year. Royalty payments may be reduced by any outstanding amounts you owe to us and are subject to garnishment. We reserve the right to determine or change the method of payment, in our sole discretion. Royalties may be subject to applicable tax requirements and withholding. You will be solely responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity. In order to determine the appropriate amount of withholding, if any, you will provide us with all necessary information and documentation requested by us. If you fail to provide us with the proper documentation and information, we will withhold those amounts required to be withheld in compliance with the tax code or other governing laws and regulations, and will remit these amount to the appropriate government agency. You have no right to seek reimbursement from us for such withholdings.
You are responsible for supplying and maintaining with us complete and current personal information, including, but not limited to, your name, address, telephone number, email address, bank information, and tax information. We are not liable for any damages related to delays or failure to receive notices, tax documents, Royalty payments or other information resulting from your failure to maintain accurate current and complete personal information with us. We reserve the right to place a hold on payment of Royalties if a check is returned because the mailing address you have provided us is no longer accurate or an electronic payment is rejected because the bank information you have provided us is no longer valid. We will continue to hold the Royalties until you provide us with accurate address and bank account information.
TERMINATION & REFUNDS
Either party may terminate this Agreement at any time, with or without cause, with written notice to the other party. When this Agreement is terminated, we will notify and demand that all of our contractors (such as Amazon, Google and Apple) cease the production, sale and distribution of new copies of the work. However, we cannot control the actions or omissions of our contractors, or when they choose to comply with our request. Even after contractors stop selling the work, previews and excerpts may be seen on the internet in perpetuity, long after termination. We will not be liable to you for copyright infringement, or in any other way, for the failure of a retailer or contractor to cease the production, sale and distribution of the work to remove an excerpt or preview of the work after this Agreement is terminated, provided that we have given notice of the requested change to such contractor. You will remain liable for payment of the balance due, subject to the Refund provisions below.
If either or both parties terminate this Agreement for cause (as defined below) at any time or without cause after we have fulfilled the Publishing Services and Marketing Services, refunds will be issued as follows
For Publishing Packages:
Prior to submission of your manuscript
• 0-90 calendar days after the purchase: 100% of purchase price, less $150 or 10% of the purchase price, whichever is greater
• 91-180 calendar days after the purchase: 50% of purchase price
• More than 180 calendar days after the purchase: No Refund
After submission of your manuscript but prior to final approval
• After submission of your manuscript but before design work begins: 50% of purchase price
• After design work begins but prior to final approval: 25% of purchase price
• Prior to Submission of your Manuscript Rules still applies
After you have given final approval of the work:
• No Refund
Submission of your manuscript occurs when you first deliver to us any text or images intended for publication. If we terminate the Agreement without cause at any time prior to fulfilling the Publishing Services and Marketing Services, we will refund 100% of the purchase price. “Cause” means (a) you behave in an abusive or uncivil manner toward us or our contractors; (b) your manuscript or your work fails to comply with the Content Guidelines or applicable laws, at any time; or (c) We receive a formal or informal allegation, complaint, demand or action in any form made by a third party relating to you, your work or your royalties. If at any time after submission of your manuscript, we terminate this Agreement because your manuscript or your work do not comply with our Content Guidelines, in our sole discretion, we will withhold an additional fee of $150 from any refund owed to you. If, after termination of this Agreement, you request in writing an electronic file(s) of the work, we will send the PDF file(s) within 30 days, with our property removed.
REPRESENTATIONS AND WARRANTIES
You represent and warrant the following:
• You are either the sole author and sole owner of all copyrights, or you are exclusively authorized in writing to represent all coauthors owning all copyrights to your manuscript, or your manuscript is a work for hire and you own all
copyrights in it;
• You are either the owner of or you have secured permission to use any Third Party Property that you give to us to include in the work, and you can provide proof of such permission if requested;
• Your manuscript and the work do not: (i) infringe on any copyright or other intellectual property rights; (ii) violate any right of privacy, publicity or other personal or property right whatsoever; (iii) contain any libelous matter or matter otherwise contrary to law; (iv) contain a recipe, formula, or instruction that may be injurious to the user; or (v) contain any information of a third party deemed private by applicable law (such as social security numbers, dates of birth, or private financial or medical information);
• All statements in your manuscript or the work asserted as facts are based on your careful investigation and research for accuracy;
• There have not been and are not now any pending or, to your knowledge, threatened claims, litigation, or other proceedings pending against you with respect to the content or title of your manuscript or the work or other claims based on any facts that would constitute a breach of any of your representations and warranties;
• All information in your manuscript or that you submit or communicate to us is accurate; and you will immediately notify us to update and/or correct any information which becomes inaccurate.
DISCLAIMER OF WARRANTIES
SALES ARE NOT GUARANTEED. WE CANNOT CONTROL THE SUBJECTIVE PURCHASING DECISIONS OF CONSUMERS OR BOOKSELLERS. WE CANNOT AND DO NOT GUARANTEE SALES OF THE WORK. WE MAKE NO GUARANTEES OR PROMISES AS TO THE MINIMUM SUCCESS OF THE SERVICES OR THE AMOUNT OF BOOK SALES WHICH MAY RESULT FROM ANY OR ALL OF THE SERVICES. GENERAL DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY WARRANTIES OR REPRESENTATIONS EXPLICITLY SET FORTH IN THIS AGREEMENT, WE MAKE NO OTHER WARRANTY, AND EXPLICITLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM OR USAGE IN THE TRADE, OR OTHERWISE) WITH RESPECT TO THE SERVICES, OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WARRANTY OF TITLE, AND WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
The standard turn-around time for publishing a book from raw materials is usually 3-4 months. For book republication, it may take 1 to 2 months depending on how responsive you are during the production period.
Client’s Benefits when you publish with us:
• 100% Royalty | Retail Price – [Distribution + Printing + Shipping]
• 100% Ownership
• Film Rights
• Republication Rights
• 100% Control
• Author Bulk Printing Discount Provider’s Given Rights (EACH CAN BE TERMINATED BY CLIENT):
• Distribution Rights
• Publicity Rights
• Reproduction Rights (Print & Electronic)
REMEDIES; LIMITATION OF LIABILITY
We are not liable for any damages related to a contractor’s failure to remove an excerpt or preview of the work or update the version of the work subject to this Agreement during its term, provided that we have given notice of the requested change to such contractor. We will not be liable to you for copyright infringement, or in any other way, for the failure of a retailer or contractor to cease the production, sale and distribution of the work to remove an excerpt or preview of the work after this Agreement is terminated, provided that we have given notice of the requested change to such contractor. We will continue to pay Royalties for any sales made by us or our contractors after the termination of this Agreement.
In the event that we publish the work in any format other than the format selected and purchased by you, your sole remedy will be payment of any Royalties on any sale of the work in the non-selected format and upon written notice from you, we will request our contractors to delist such version. The parties intend that the payment of Royalties if a sale of the work occurs after this Agreement is terminated or if the work in published in a non-selected format constitutes Liquidated Damages and compensation, but not a penalty. The parties acknowledge and agree that any harm to you caused by the publication of the work in a non-selected format or a sale of the work after this Agreement is terminated would be impossible or very difficult to accurately estimate at the time of making of this Agreement and at the time of such event occurs, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise. Our payment of the Liquidated Damages is our sole liability and entire obligation, as well as your exclusive remedy if such a sale or publication occurs.
LIMITATION OF LIABILITY
IN NO EVENT WILL WE OR ANY OF OUR EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, OWNERS OR CONTRACTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, LOSS OF DATA, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE
WAS FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL OUR OR OUR CONTRACTORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID
TO US BY YOU FOR THE APPLICABLE SERVICES.
The exclusions and limitations in this section will not apply to damages or other liabilities arising out of our or our contractors’ gross negligence or willful or intentional misconduct.