TERMS AND CONDITIONS OF SERVICE
VLM Press Self-Publishing Services Agreement
PUBLICATION DATE: 30 OF NOVEMBER 2018 – UPDATED: 16/03/2022
By hiring VLM Press to edit, print, publish and/or sell your book, flyer, graphic art and or other services offered in the “Services” section, you agree that you read, understand and accept all Self-Publishing Services Terms and Conditions and agree to the terms outlined in our Self-Publishing Services Agreement.
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Service provision and self-publishing agreement
Self-Publishing Services Agreement
This Self-Publishing Services Agreement (o “Contract”) is done between and with VLM Press, LLC, a Florida Limited Liability Company (USA), with office located in 1130 S Powerline Rd, suite 101, Deerfield Beach, FL 33442 (“Nos”, “We” or “Our”) and the individual author mentioned below (“You”, “Your”).
By contracting with us to provide certain creative services, Publication, marketing, distribution and promotional (os “Services“), with the aim of publishing, sell and/or distribute a book, printed, digital, video and/or audio format (o “I work”) described in the section “Services“on our website. Specific services purchased by you during the term of this Agreement will be set forth in one or more “Service orders” separated, each of which will be subject to the provisions of this Agreement.
In consideration of the mutual promises and agreements set forth in this Agreement, you and us (“The parts”) agree with the following:
Section 1: Deadlines; General principles
1.1 Deadline. This Agreement will be effective from the date it is first signed by You., either electronically or manually (“Effective Date”), until terminated in accordance with Section 8 (Termination and Refunds) (o “Term”). Certain provisions will remain in effect after the termination of this Agreement, as established in Section 14.11 (Survival of certain provisions).
1.3 Changes; Early warning. We may modify this Agreement or the Terms and Conditions at our sole discretion at any time. (Change). We will notify you of any changes., by posting on our website or sending notice to you by regular mail or email at the addresses you have provided to us (collectively Notification). You are responsible for regularly reviewing our “Site for Notification” of any amendments. Changes will be effective upon notice to you and one or more of the following: (a) Your continued use of the website; (b) Your acceptance of the Services; or (c) Your acceptance of royalty payments, as described in Section 7 (“Royalties”). If you object to any change that materially affects the services purchased, you may terminate this agreement in accordance with section 8.
1.4 Discontinuation or change in purchased services. If our ability to perform the Services becomes impractical, illegal or impossible, at our reasonable discretion, we may change or discontinue providing any individual Service or group of services (Package) included in any Service Order, Without previous warning. If You object to any change to a Service or the Service is discontinued, you may substitute new Services (up to the price of the changed or discontinued Service), request a Refund for this Service or terminate this Agreement in accordance with Section 8.
Section 2: The services
2.1 Payment precedes fulfillment. We are not obligated to perform the Services set out in each Service Order until your full payment for such Services has been received.. We may choose to provide certain services before receiving your payment in full.; Nonetheless, we are under no obligation to do so.
2.2 Costs for additional work. Upon your request, we can provide Additional Services, that may include, but not limited to marketing or publishing services. Additional Services will incur additional charges to applicable prices. for such Additional Services in effect at the time they are ordered, which may not be the same as prices at the time you sign this Agreement.
2.3 Service Order Contents. Each Work Order confirmation will include the following information, if applicable: (a) a list of the individual Services and / or Package purchased pursuant to such Work Order; (b) applicable prices and fees to individual Services or Packages purchased pursuant to such Service Order (“Fees”); e (c) any applicable Terms and Conditions to the Services to be provided pursuant to such Service Order.
2.4 Service Time. We will use commercially reasonable efforts to deliver Services in a timely manner; Nonetheless, we cannot guarantee that we will be able to provide any service for any desired time frame, as there may be circumstances beyond our control.
Section 3: Your general obligations
3.1 Initial Obligations. Before we are required to perform any services, you must complete the following:
- signed agreement. you will sign, date and return this Agreement, electronically, through our electronic signature program or by manually signing a hard copy of the document, sending it by email.
- Order Confirmation When you receive a copy of your Work Order, whether electronic or printed, you confirm that the individual Services or Packages listed on the Work Order, as well as the fees, are accurate and complete. IF YOU DO NOT NOTIFY ANY ALLEGED INACCURACIES ON THE WORK ORDER WITHIN (10) RECEIPT DAYS, YOU WILL BE DEEMED IRREVOCABLY ACKNOWLEDGED THE ACCURACY OF THE WORK ORDER.
- Form of payment. You must pay all amounts due in full., as set out in the initial Service Order or any subsequent Service Order, in the manner and methods of payment accepted by us at the time payment is due.
3.2 Cooperation and Civility. It is your responsibility to cooperate with us in all matters relating to the provision of services or additional services.. If the performance of any obligation is prevented or delayed by any act or omission by You or Your (s) agent (s), we will not be responsible for any costs, charges or losses directly or indirectly suffered or incurred by you. You must communicate with us and our employees and representatives, agent representatives, partners, affiliated or related entities, graduates, successors and assignees (collectively, "Our Affiliates“) or editors, agencies, Providers, retailers, distribution channels, and suppliers with whom we contract (collectively, "Ours Hired“) in a civil manner at all times.
Section 4: Your publishing obligations
4.1 General Terms. Depending on the Services You Purchased, You may be asked to review, approve and / or modify various aspects of Your Work during the publication process, including, but not limited to, cover appearance or content, illustrations, inside the book (referred to as “Galley”), editorial content and / or the Suggested Retail Price of Your Work, as defined in Section 6 (Distribution). PLEASE NOTE THAT THE SUGGESTED RETAIL PRICE IS NOT NECESSARILY THE END CUSTOMER PRICE OF YOUR WORK, WHAT IS DEFINED BY THE RESELLER.
4.2 manuscript submission. Before we start performing the Services, you must send us: (a) a fully completed Title Submission Form or other forms requested by us; (b) a copy of the text of your manuscript; (c) graphics or other materials you want to incorporate into your work; e (d) any other necessary material requested to enable us to fulfill the Service Order (the items (a) a (d) constitute yourManuscript”, which refers to all text and materials you send to us, in their original forms).
You must submit your manuscript in one of the acceptable formats listed on our website at the time of submission.. You can submit your Manuscript in one of the following ways: (a) via email to your assigned Check-in Coordinator; (b) through the site; or (c) per disc or flash drive shipped in a single package via US mail or mail to:
1130 S Powerline Rd, Suite 103
Deerfield Beach, FL 33442.
You will make and retain a copy of “Your Manuscript” before submitting it to us.. We are not responsible in any way for loss or damage to “Your Manuscript” while in transit or while in our possession.. we are not obligated:
- returning to you, at any time or for any reason, “Your Manuscript” or any other submitted material or production files;
- To preserve your manuscript or such submitted materials.
4.3 Compliance with content guidelines. You are responsible for ensuring that “Your Manuscript” complies with our Content Guidelines, as set out on the Site, including, but not limited to, content related restrictions, interior design and cover design. We will perform a content assessment on your manuscript to assess compliance with our content guidelines. If we determine that your manuscript does not comply with our content guidelines, we will request the revision of the manuscript so that it is fulfilled. If you do not wish to make the necessary revisions to comply with our Content Guidelines, You or We may terminate this Agreement in accordance with Section 8. Content assessment is for internal use only; You may not rely on content assessment results for any purpose.. If we determine, at our discretion, that a complaint about the content of your work may not be promptly resolved, regardless of our assessment of the merits of the claim, we may permanently or indefinitely discontinue publishing your work.
4.4 Publishing Services. Unless you purchased editing service pursuant to a work order, we will not edit your manuscript in preparation of the final work. If you purchase editing services pursuant to a work order, you will retain final approval with respect to all suggested editing changes proposed by us.
4.5 Approval and signature. We will provide you with a copy of your completed work for your complete review before publication.. Se, after review, you are satisfied with every aspect of your work and its accuracy, complete and in accordance with its objectives, and accept the suggested retail price, you will sign the following forms indicating your approval and return them to us in a timely manner: (a) the Prototype Authorization Form; e (b) Cover Signature Form. You are deemed to have given final approval of your work and suggested retail price from the date we receive the last of the above signed forms from you. (Final approval). After final approval, you waive any and all claims against us or our affiliates, or our contractors, arising out of or relating to any alleged errors, omissions or other content or pricing issues discovered in your work after final approval. You are responsible for the Costs arising from any subsequent changes, corrections or other Services, including Additional Services, requested by you after Final Approval.
4.6 Copyright and title registration. If purchased by You as part of Your individual Services or included in Your Package, we will include a copyright notice with each copy of the Work and / or we will secure an International Standard Catalog Number (ISBN) unique to each version of the Work, as requested by you. Although you can use your Manuscript at any time, You may not use the version of the Work that was created or formatted by Us., at any stage of development or completed Work, or ISBN e / or coverage with any other provider of similar Services at any time during the Period.
4.7 Rights to the Manuscript and to the Work. Beyond Your Manuscript (as defined in Section 4.2), Your Finished Work may also include content that We, our employees, Our Affiliates or Our Contractors create as part of the Services We Offer (Our Work Product) e / or content belonging to third parties (Third Party Property) that we license or you license or are permitted to include in Your Work. Subject to the following paragraphs, you will remain the sole and exclusive owner of all rights, Titles and interests related to your manuscript. We will have no right or license to use Your Manuscript, except as permitted herein with respect to developing the resulting work in print form, digital, video or audio.
4.8 Third Party Property Provided by You. If you provide us with third-party property to include in your work, as images or fonts, you must also provide proof that you have all necessary permissions to use that third-party property. If your use of Third Party Property is subject to any restrictions (as a limit on the number of reproductions of an image), you are responsible for ensuring that you comply with these restrictions.
4.9 Transfer after termination. within ninety (90) days after the effective date of Your Termination, in a manner permitted by this Agreement, You may submit a written request, and Deliver to You within twenty-one (21) working days after receipt of the request (s) archive (s) electronic (s) of the Work, with all references to the ISBN, LCCN, Our printing logos, Our printing names, our trademarks, the barcode or other copyrighted materials removed. PLEASE, NOTE THAT THIRD-PARTY PROPERTY CAN ONLY BE USED IN THE WORKING VERSION (IN ANY FORMAT) WHAT SCREAM, 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 OR AFTER TERMINATION. To the extent that your work incorporates third-party property that we license and you wish to use the third-party property in a different version of your work, you must obtain a license from the holder of intellectual property rights in such third party property.
4.10 Shipping. Any order you make, for copies of the Work, including the copies of Your Work included in the individual Packages or Services purchased (Book Order), will be delivered within a reasonable time after receipt of full payment for the Booking Order. You must pay all applicable shipping and handling fees associated with your Book Order, as set out on Our Site at the time the Book Order is placed.
Section 5: Right of publicity and license of use
5.1 Right of Publicity and License of Use. For the purpose of promoting you, your job, we, our affiliates or our contractors, you grant us, our affiliates and our contractors worldwide rights and licenses to display, reproduce, Scanning, Modify, license and use the following, and all materials created by Us or on Our behalf that incorporate any of the following, in any format now or hereafter known (including printing, audio, video, electronic and digital) and in all media now or in the future (including all digital media, of audio, video and printed):
- information about you, including, but not limited to, Your name, Image , resemblance, appearance, voice, personal and biographical information, signature and other personal characteristics and any private information you provide to us (“publicity right”), or exclusively your pseudonym if you choose;
- Information related to the Work, including the title of the Work, Your job description, excerpts and images of the Work (to an extent and duration and form to be determined, at our discretion), and other information about the Work; I work (will be “License to Use”). Notwithstanding the granting of the Right to Publicize or License to Use Your Work, Our only obligation with respect to the use of the Work or the Right of Publicity is the fulfillment of the Services purchased by you..
5.2 Disclaimer of Advertising Claims. To the fullest extent permitted by applicable law, you release, resignation, ceases and agrees not to sue us, our Affiliates and our Contractors and their respective owners, members, executives, directors, employees, agents and representatives (collectively, “Exempt“) of all responsibility to you, Your personal representatives, assignees, heirs and relatives for any loss, damage or expenses, and any claims, demands or Actions arising from or related to, directly or indirectly Our right of publicity, including, but not limited to, claims for copyright or trademark infringement, violation of moral rights, defamation, invasion of privacy rights, advertising rights, intrusion, false light, public disclosure of private facts, physical or emotional injuries, or affliction or any similar claim or cause of action in tort, contract or any other legal theory (collectively "advertising claims“), known or hereafter known in any jurisdiction throughout the world. For purposes of this Agreement, “Acts” includes any litigation, lawsuit or administrative proceeding, governmental or other, including, but not limited to government investigations, queries, hearings and other requests, or any appeal.
5.3 Copies, Free Excerpts and Views. you grant us, our affiliates and our contractors, the right to send free copies of the work to members of the media, including, but not limited to editors, university newspapers, bloggers, teachers, TV, Internet and radio commentators, and other potential book reviewers, at our sole discretion. You are not entitled to receive copyright royalties on free copies of your work.. You acknowledge and authorize Us, Our Affiliates and Our Contractors to determine whether and to what extent to make excerpts or previews of Your Work available for viewing, No Author Royalty For You, on websites or through other media, including websites of certain retailers such as Amazon, Google e Apple, to the extent that we are under contract with them at the time. Occasionally, these excerpts may include entire chapters or may even exceed 25 (twenty-five) pages. You acknowledge and agree that, although we notify our network to stop publishing your work upon termination, some previews may remain in perpetuity, even beyond termination. We will not be liable to you for copyright infringement., or in any other way, because a contractor did not remove a snippet or preview of your work.
Section 6: Distribution
6.1 General Terms. After final approval of your work, if applicable, we will make the work available through the distribution channels with which we have a contract, including, among others, physical distribution channels, online and electronic, as wholesalers, bookstores, traditional retailers and online retailers. (Distribution Channels), in accordance with the Services purchased by you. We do not guarantee that any particular Distribution Channel will offer Your Work for sale., as this is the sole responsibility of the Distribution Channels. Furthermore, we do not guarantee that we will use, or will we continue to use, any distribution channel, retailer, particular e-retailer or website, as we retain the right to modify or cancel our contracts with our contractors at any time. You grant Us the right to compile and use statistical information about sales of the Work.
6.2 Distribution License Granted. Throughout the Term of this Agreement, you grant us the exclusive and transferable worldwide license to manufacture, store, use, display, run, reproduce (in whole or in part), to transmit, Modify (including to create derivative works), to import, to do, to offer, sell, to post, sublicense, distribute and sell (individually or as part of compilations of collective works) and license for use through any subscription model or loan model, through all distribution channels now or in the known future, in any language and, in digital audio or video format, or through any other means, now known or hereafter conceived, the work.
6.3 Leave during post-termination transition. We are obliged, after the termination of this Agreement, to notify and require all third-party retailers and contractors (like amazon, Google e Apple) cease production, sale and distribution of new copies of your work not previously published by us. We cannot control the actions or inactions of these retailers and contractors.. We will not be responsible before you for copyright infringement, or in any other way, for the failure of a retailer or contractor to cease production, selling and distributing your work. During this transitional period following the termination, for a period of ninety (90) days after termination of this Agreement, you grant us, the worldwide license non-exclusive, to make, store, use, display, run, copy, reproduce (in whole or in part), host, to transmit, offer to print, to post, market, distribute and sell (individually or as part of compilations of collective works) and license for use through any subscription model or loan model , through existing Distribution Channels and existing formats, Your job. We will continue to pay you Author Royalties in accordance with Section 7 (Royalties) for any sales made by us or our contractors after termination of this agreement.
6.4 Storage and Hosting. you grant to us, Our Affiliates and Our Contractors the rights to store, host, to transmit, copy, reproduce, use and distribute tangible and electronic copies of the Manuscript and the Work, in whole or in part, in any format now or hereafter known, and use any hardware, software, digital or electronic application and technologies, current or known in the future, as deemed necessary or appropriate by Us to exercise the licenses and rights granted to Us and to perform Our obligations under this Agreement and the work orders.
6.5 Digital Rights Management. You grant us the exclusive right to determine whether or not to use digital rights management technology (DRM) About work.
6.6 suggested retail price. We will determine the price at which we will sell the various formats of your work across distribution channels (“Suggested retail price”). Our pricing may be influenced by a variety of factors at our discretion., including, but not limited to the duration of your work, selected dimensions and binding options, color selection and printed and related costs. If you purchased the “Set your own price” option, if available, you are responsible for accepting our suggested retail price or setting a different suggested retail price for each work format, as long as the final MSRP is within the limitations we set. After defining the Suggested Retail Price, we reserve the exclusive right to modify the Suggested Retail Price of the Work, if production costs change or market conditions justify it. You must approve any changes to the list price change before it takes effect. If you do not approve the list price change or we are unable to contact you for your approval, affected formats of the work may be removed from distribution until your approval can be obtained. PLEASE NOTE THAT THE SUGGESTED RETAIL PRICE IS NOT NECESSARILY THE END CUSTOMER PRICE OF YOUR WORK, WHAT IS DEFINED BY THE RESELLER.
6.7 Contractor's failure to update work. For a job in distribution, You agree that we are not responsible for the failure of any Contractor to update the Work after We, or our agent, has given notice to the Contractor that the Work has been updated and must be replaced by a more current version of the Work If you discover such a fault, you will notify us, specifying the Employer or retailer and the alleged failure to update Your Work. Our only responsibility, after receipt of such notification, shall notify the Contractor within thirty (30) days after receipt of such notification, as applicable.
Section 7: Royalties
7.1 Royalties. Until the date of signature of this contract, we do not offer exclusive distribution services, therefore the author is the sole and legitimate owner of the copyright of his work.
When we offer distribution services, Royalties will be paid as described in the Distribution Agreement (Addendum to the publishing contract) which must be signed separately. Royalties will be paid to you based on initial sales of your work (Qualified sales) during each calendar quarter (Autor Royalties). Sales of used copies of your work, sales of your work to yourself and copies of your work provided to any person or entity free of charge are not eligible sales and do not generate copyright royalties. Sales made through our distribution channels (online on our website – webshop or at exhibitions, fairs, events, etc.) Author royalties will be calculated as follows:
- Print / Audio.
- For each Qualifying Sale of your Work in print or audio format through one of our Distribution Channels, You receive (70%) seventy percent of the Suggested Retail Price minus credit card processing costs, taxes, shipping and processing costs;
- For each Qualifying Sale of your Work in print or audio format directly through the online bookstores we operate on our website (“Our Bookstores”), you will receive seventy (70%) of the Suggested Retail Price minus credit card processing costs, taxes, shipping and processing costs.
- Digital. For every qualifying sale of your work in a format, either through one of our Distribution Channels or directly through Our Bookstores, you will get fifty percent (50%) of the Received Digital Network, minus the returns, of Employment Income received by us attributable to your work minus credit card processing costs, taxes, online storage and processing fees. Received Digital Network is equal to the Suggested Retail Price minus promotional discounts, distribution discounts and sales tax.
- other ways. Depending on the Distribution Channels available with the Services You contract, Your Work may also be distributed in one or more of the following ways: (i) divided with just a few parts of the Artwork sold; (ii) Combined, in whole or in part, with other works and sold as part of a package; (iii) combined, in whole or in part, with other works and sold as part of a subscription/subscription service; or (iv) combined, in whole or in part, and sold as part of a loan service (collectively referred to as “Other Forms”). For transactions involving “Other Forms” of your work, revenue can be generated as a share of advertising revenue, a fraction of the suggested retail price, subscription recipe, loan income or other forms of income (Work Income). For every Qualifying Sale of Other Forms of Your Work, You receive 70% (seventy per cent) of Employment Income received by us attributable to your work less shipping costs, credit card processing, taxes, shipping and processing costs (shipping and hanling).
7.2 Deadline for Payment of Authors' Royalties. Eligible sales and author royalties will be calculated based on the calendar quarter. The author's royalty payment (“Royalties“), if there is, will be issued as follows: (a) first trimester (for qualifying sales from January through March) – payment of royalties issued up to 31 of May; (b) second trimester (for qualifying sales from April to June) – Payment of royalties issued by 31 of August; (c) Third quarter (for qualifying sales from July to September) – Payment of royalties issued in 30 from November; e (d) fourth quarter (for qualifying sales from October to December) – payment of royalties issued in 28 February of the following year. The actual time of receipt of the Royalty Payment by You may occur after the dates set out above, due to a variety of factors, including, but not limited to transit time in the mail. Furthermore, we are not responsible for the inability or failure of our banks to process electronic funds transfers (EFT) or wire transfers, if available, in a timely manner, which may delay the issuance and/or receipt of royalty payments.
If Authors' Royalties earned in any calendar quarter exceed seventy-five dollars (US $ 75), Royalty Payment will be issued according to the above schedule. With the exception of royalty payments made by EFT, if royalties earned in any calendar quarter are seventy-five dollars or less (US $ 75), quarterly author royalties will be carried forward and added to the subsequent quarterly royalty payment (Cumulative Author Royalties). Until Cumulative Author Royalties exceed seventy-five dollars (US $ 75), each quarter's Author Royalties will be carried forward and added to the Cumulative Author Royalties. Whether or not they exceed seventy-five dollars (US $ 75), royalty payment for accrued author royalties for each calendar year will be issued to you no later than the 28 February of the following year. The royalty payment to which you are entitled will be reduced by any outstanding amounts you owe us and/or are subject to garnishment. We reserve the right to withhold royalty payments (1) if you receive royalty payments by check and your royalty payment bounces because the mailing address you provided to us is no longer accurate; or (2) if you receive royalty payments electronically and your royalty payment is rejected because the bank information you provided us with is no longer valid. We will continue to hold your author royalties until you provide us with correct address and bank account information. After you update your information, we will issue a royalty payment of your Cumulative Author Royalty in the next quarter according to the above schedule.
7.3 Tax Withholding and Taxpayer Identification Number. Author royalties may be subject to applicable tax requirements. To determine the appropriate amount of withholding, if there is, You will provide Us with all necessary information and documentation requested by Us to comply with tax requirements, including the Taxpayer Identification Number (TIN), as applicable. If you do not provide us with the correct documentation and information, we will withhold from your royalty payments amounts that must be withheld pursuant to the tax code or other government laws and regulations, and we will forward these amounts to the appropriate government agency. You are not entitled to claim reimbursement from Us for such withholdings..
7.4 Post-Termination Royalties. After Termination, subject to the exclusions provided for in this Agreement, we will continue to pay you Author Royalties earned on Qualifying Sales, made before or after Termination, in the form and amount established in this agreement.
Section 8: Termination and Refund
8.1 Termination. Either Party may terminate this Agreement at any time, with or without justification, upon prior written notice of thirty (30) days to the other Party. Upon termination of this Agreement, you will remain responsible for paying the balance due on any outstanding Work Order, Additional Services or other fees, subject to the Refund provisions below. We may terminate this Agreement immediately and without notice for the following reasons: (a) Our determination that affiliation with You or the Work has or may subject Us, Our Affiliates or Our Contractors to public disapproval; (b) upon receipt of a formal or informal allegation, complaint, demand or Action in any form made by a third party relating to You or Your Work; or (c) upon receipt of notice from the government or other person or entity that Your Qualifying Sales Copyright in the Work is subject to inquiry, investigation, Action or pledge.
8.2 refunds. Subject to exception in Section 8.3 below, after the end of the Contract, we will refund amounts paid by You for Publishing Packages or individual Services (Reimbursement) this way:
- Publishing Packages. The potential Refund of a Publication Package is exclusive of the amount paid for such Publication Package, as established in (s) Order (s) of service, and will be calculated as follows:
- Before submission of the Manuscript: 100%, minus a non-refundable processing fee of $ 150 (USD)
- After (i) above, but before the start of interior design work: 50%
- After (ii) but before final approval 25%
- After final approval there will be no refunds
- Services not included in publishing packages. We will refund you the full amount paid for individual Services not included in a Publishing Package, or Additional Services, that we have not fulfilled or started to comply with, or that we are unable to comply with on the effective date of Termination. If we have completed or started to perform a Service or Additional Service, no Refunds for that Service or Additional Service will be due to You.
- If You terminate this Agreement more than 6 (six) months after the Effective Date, you will not be entitled to a refund as 8.2 (a) or 8.2 (b).
8.3 Termination for non-compliance with the Content Guidelines. You or we have the right to terminate this Agreement, pursuant to Section 4.4, if Your Work does not meet our Content Guidelines. Se, after our initial review of your manuscript, we terminate this agreement due to non-compliance with the Content Guidelines, we will refund the amounts paid for the Publication Package and / or individual services, minus a fee of one hundred and fifty dollars (US $ 150), which will be assessed as Our fee to review the Manuscript for compliance with our Content Guidelines (Content Rating Rate). If your Work fails to meet the Content Guidelines at any time after we complete the initial review of Your Manuscript, your refund will be calculated in accordance with Section 8.2. If You terminate this Agreement more than 6 (six) months after the Effective Date, you will not be entitled to a refund under this section 8.3.
8.4 Our duties upon termination. in five (5) days after termination of this contract, we will cease our promotion, selling and distributing your work. Furthermore, we will provide notice within thirty (30) days through our normal channels established to notify our Affiliates, contractors, Distribution Channels and other parties to discontinue selling, printing and distribution of your work. You acknowledge that we are not responsible for the failure or delay of any of our contractors, or any other third party, to remove a print job, sale, Publication, distribution or promotion, once we send a notification through normal channels. You release Us and Our affiliates, and waives any claims against Us or Our affiliates, due to printing failure, retailers or distributors to remove your work in a timely manner, as published by us, of the impression, sale, publication or distribution of your Works. Your sole remedy against us or our affiliates, resulting from printing, sale, Publication, distribution, promotion, marketing or other use of the Work after termination of this Agreement, is the payment of royalties earned on qualifying sales of such Work, as defined below in Section 7.4 (Post-Termination Royalties).
8.5 Our rights upon termination. After the end, Our licenses to work and Your rights of publicity will survive, as established in Section 5.1 (Right of publicity and license of use) e 6.3 (end of transition period). You will retain the rights to the Manuscript, but not the final work, except to the extent of any license granted to You pursuant to Section 4.9. You are not precluded by this Agreement from publishing Your original Manuscript at your own discretion and risk..
8.6 Reimbursement Term; non-refundable fees. We will use reasonable efforts to process any Refund due within thirty-five (35) days after the date of Termination, in the absence of any extenuating circumstance or disagreement regarding the applicability or amount of Reimbursement. We may issue the refund to you via the same payment mechanism you paid us with, or, if this payment mechanism (like the original credit card) no longer available, any other mechanism we choose, at our discretion. We will not be required to refund any non-refundable fees., such as install rate or content rating rate, regardless of the circumstance that caused the termination of the applicable service order or this contract.
Section 9: Representations and Warranties
9.1 Intellectual Property Rights. You represent and warrant the following: (a) You are the sole author or the sole owner of all copyrights in the Manuscript (which includes all the content of the same); e (b) You own or You have obtained written permission to use the copyright and/or trademarks in any coverage, internal graphics, associated images or fonts in the Manuscript or otherwise provided by You. If you have secured third party permission to use third party copyrighted or trademarked property, You must provide us with evidence of such permission., as well as any third-party credits required, upon presentation of the Manuscript.
9.2 work in co-authorship. You represent and warrant that the Manuscript is not co-authored. You are and will be solely responsible for calculating and paying any contributors to the Work of any portion of the Author's Royalties due thereon., pursuant to any separate agreements you may have with them.
9.3 Your Responsibility for Content and Accuracy. You represent and warrant that the Manuscript and the Work, in whole or in part, not: (a) infringe copyright or other intellectual property rights; (b) violate any privacy rights, publicity or any other personal or proprietary right; (c) contain any defamatory matter or matter contrary to law; (d) contain a recipe, formula or instruction that may be harmful to the user; or (e) contains any information deemed private by applicable law, including, but not limited to, social security or social security number, date of birth or private financial information of any person or entity. You further represent and warrant that all statements stated as facts are based on your careful investigation and research for accuracy.; is that, from the Effective Date, there was not previously, and are not now pending or, as far as you know, claims threats, litigation or other proceedings pending against You by any third party, based on any state of facts that would constitute a breach of any of your representations and warranties here, nor have any claims ever been brought against You historically with respect to the content or title of the Manuscript or Work.. You represent and warrant that all information contained in the Manuscript or that You, otherwise, send or communicate to Us are accurate. You will immediately notify us and update and/or correct any information that becomes or is found to be inaccurate.. You acknowledge that You are solely and fully responsible for the content of the Manuscript and the Work and that We will not be liable before you, or to third parties or other person or entity for the content of the Manuscript or Work, regardless of whether We had any knowledge or could reasonably have known of any violation of Your representations above or that the Work or Manuscript violates the law.
9.4 Right and competence to hire. You represent and warrant that: (a) is at least eighteen (18) years of age from the Effective Date of this Agreement; (b) You are otherwise competent to enter into this Agreement; (c) you have full right, power and authority to perform Your obligations under this Agreement; (d) you have full right, power and authority to grant the rights and licenses granted to the United States; (e) you didn't designate, compromised or in any way harmed the Manuscript and/or the Work; (f) You got all rights, authorizations and permissions necessary to grant such rights to us without any further obligation of payment by us; e (g) You will retain such licenses and consents throughout the Term and, from then on, as necessary to fulfill the obligations imposed on You by this Agreement.
Section 10: Disclaimer of Warranties
10.1 SALES ARE NOT GUARANTEED. WE MAINTAIN NO CONTROL OVER THE SUBJECTIVE PURCHASE DECISIONS OF CONSUMERS OR BOOKSELLERS AND, CONSEQUENTLY, WE CANNOT AND DO NOT GUARANTEE SALES OF YOUR WORK. WE MAKE NO WARRANTIES OR PROMISES AS TO THE MINIMUM SUCCESS OF THE SERVICES OR THE AMOUNT OF BOOKING SALES THAT MAY RESULT FROM ANY OR ALL SERVICES.
10.2 GENERAL DISCLAIMER OF WARRANTIES. EXCEPT ANY WARRANTIES OR REPRESENTATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO OTHER WARRANTIES, AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE RAISED BY LAW, PERFORMANCE OR NEGOTIATION COURSE, CUSTOMIZATION OR USE IN COMMERCE, OR OTHERWISE) IN RELATION TO THE SERVICES, OR ANYWHERE, INCLUDING, BUT NOT LIMITED TO ALL IMPLIED WARRANTIES (INCLUDING, but not limited to, MERCHANTABILITY GUARANTEES, FITNESS OR FITNESS FOR A PARTICULAR PURPOSE whether or not we are aware of any purpose), WARRANTY OF TITLE AND WARRANTY AGAINST INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Section 11: Identification
11.1 General Indemnity. You will fully indemnify and hold harmless, We, Our Affiliates, Our Contractors, and each of the executives, directors, employees, agents, insurers, hired, successors and authorized assignees from and against any claim, cause of action, demand, action, process, losses, responsibility, cost, despise (including lawyers), damages arising out of or resulting from a breach of contract, including, but not limited to, any breach or alleged breach of any of Your representations, previous guarantees and obligations. Until any indemnification claim below has been fully satisfied, we may withhold all payments due to you, including Author's Royalties, if there is, e / or We may stop providing any additional Services; and you will not be entitled to receive a refund of any sums paid by You to Us.
11.2 Defense of copyright infringement by your work. If a claim is brought or an Action is brought against Us alleging that the Work infringes copyright or other intellectual property rights, or the Work otherwise violates or adversely affects the rights of third parties, you authorize us, in our election, a defender, Negotiate, commit or resolve such claim or action, subject to your approval and at your expense. You will not resolve any claims or Actions in a manner that adversely affects Our rights without prior written consent signed by an authorized representative of Us.
Section 12: Remedies
12.1 Publication in unselected format. In the event that we publish the work in any format other than the format selected and purchased by you, and a qualifying sale occurs through us, our affiliates or our contractors, your only recourse shall be the payment of author royalties calculated in accordance with section 7 (Royalties) on such Qualifying Sales of Work in the unapproved format.
12.2 Assertion of Liquidated Damages. The Parties understand that the payment of Authors' Royalties established in Clause 7.4 (Post-Termination Royalties), to the extent of Qualifying Sales occurring after termination, and the Section 12.1 (Publication in Unselected Format) constitute Liquidated Damages and Indemnity, but not a penalty. The Parties acknowledge and agree that any damage caused to You by Our breach would be impossible or very difficult to accurately estimate at the time of making this Agreement and at the time of breach., and that the liquidated damages are a reasonable estimate of the anticipated or actual breach that may arise from our breach. Our payment of Liquidated Damages is our sole liability and full obligation, as well as your sole remedy for our breach.
12.3 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, WE, OR OUR EMPLOYEES, REPRESENTATIVES, DIRECTORS OR OWNERS OR OUR AFFILIATES OR CONTRACTORS WILL BE LIABLE TO YOU OR A THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DECREASE IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLAR, OR EXTRAORDINARY, IS ARISING FROM COPYRIGHT VIOLATION, BREACH OF CONTRACT, CRIME (INCLUDING CALUMNY AND NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY, YOUR ESSENTIAL PURPOSE. IN NO CASE DO WE, OUR AFFILIATES 'OR OUR CONTRACTORS' SHALL HAVE FULL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, CRIME (INCLUDING CALUMNY AND NEGLIGENCE) OR ANOTHER, EXCEED THE AGGREGATE AMOUNTS PAID TO US BY YOU IN ACCORDANCE WITH THE APPLICABLE SERVICE ORDERS.
The exclusions and limitations in this Section shall not apply to damages or other liabilities arising out of our gross negligence., Our or Our Affiliates or Contractors or willful or intentional conduct.
Section 13: dispute resolution; governing law
13.1 – Statute of Limitation. You must file a claim to Arbitration for damages related to or arising directly or indirectly from this Agreement, within the maximum period of 180 (One hundred and eighty) days after any part of your claim accrued. Through this instrument, you waive the right to file a Share for any loss, damage or liability relating to or arising directly or indirectly from this Agreement under any state or federal state of limitations which may be longer.
13.2 Applicable law. This contract, and any legal process, arbitration, Action or procedure arising out of or related to this Agreement, to the Terms and Conditions, to any Service Order, the Services provided or to be provided, The work, the manuscript and, generally, any act or omission involving You and Us, Our Affiliates and / or Our Contractors shall all be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether in the State of your residence or any other jurisdiction) which could cause the application of the laws of any jurisdiction other than the State of Florida or any construction rule that permits or directs such ambiguities to be construed against the writer of a contract.
13.3 WAIVER OF ARBITRATION ACTION / MANDATORY CLASS. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, ADVERTISING OUR SERVICES, YOUR INCENTIVE TO ENTER INTO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO CLAIMS OR RELATING TO DECEIVED OR UNFAIR TRADE PRACTICES, FALSE STATEMENT OR MISLEADING ADVERTISING, YOUR TERMINATION, OR THE VALIDITY OR INFRINGEMENT, WILL BE RESOLVED BY ARBITRATION IN BROWARD COUNTY, FLORIDA, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER THE AAA COMMERCIAL ARBITRATION RULES, EXCEPT YOU MAY CLAIM CLAIMS IN SMALL BROWARD COUNTY CLAIMS, FLORIDA IF YOUR CLAIMS QUALIFY. JUDGMENT OF THE AWARD PROVIDED BY THE(S) REFEREE(S) MAY BE INSTRUCTED IN ANY COURT JURISDICTION THEREOF. THE COURT SHALL HAVE THE POWER TO RETURN ON ANY CHALLENGE TO ITS OWN JURISDICTION OR THE VALIDITY OR ENFORCEABILITY OF ANY PART OF THE AGREEMENT TO ARBITRATE. ARBITRATION REPLACES THE RIGHT TO GO TO COURT. YOU AGREE THAT YOU ARE VOLUNTARILY AND THAT YOU CLEARLY KNOW ANY RIGHT YOU HAVE TO GO TO COURT OR HAVE A TRIAL. NEITHER YOU NOR WE MAY BE A REPRESENTATIVE, A PRIVATE ATTORNEY GENERAL OR IN ANY OTHER REPRESENTATIVE CAPACITY. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER, INCLUDING OUR AFFILIATES, IN A PERSONAL POSITION ONLY AND NOT AS AN AUTHOR OR CLASS MEMBER IN ANY PURPOSE CLASS, CONSOLIDATED, IN BULK OR REPRESENTATIVE PROCESS. FURTHERMORE, UNLESS YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE COMPLAINT BY THE PERSON, AND MAY NOT OTHERWISE PRESIDENT IN ANY FORM OF A CLASS, CONSOLIDATED, IN BULK OR REPRESENTATIVE PROCESS.
We will not object to your choice to participate in the arbitration by telephone or upon written submission., if you prefer not to participate in person. If You can demonstrate to Us that the cost of arbitration imposes a degree of actual financial hardship on You such that Your ability to bring a claim into Arbitration is affected, We may choose to reimburse you for all or some of the following: (a) portion of Your initial filing fee for Arbitration that is greater than the action fee for a civil action in Broward County Court; Your reasonable expenses to travel to Arbitration if telephone or written arbitration is not available; or (c) the cost of the referee.
You have the right to opt out of this Binding Arbitration clause, that would allow you to litigate disputes in a court of law before a judge, if you gave us, within thirty (30) days from the Effective Date of this Agreement, an explicit delete statement, manually signed and dated by you, via registered letter, acknowledgment of receipt, addressed to Attn: VLM Press, 1130 S Powerline Rd, suite 101, Deerfield Beach, FL 33442. If we do not receive your written notice within this time period, your right to opt-out will terminate and the provisions of this section will apply. If you exercise your opt-out, each Party consents that it will commence any Action of any kind arising out of or relating to this Agreement, to the Terms and Conditions, to the Service Order, to the Services, to the Work or Manuscript against the other Party or Our Affiliates, Only in Juvenile Courts, Circuit or Superior located in Deerfield Beach, broward county, Florida, or in the Federal Courts for the Southern District of Florida, em Deerfield Beach, and any appellate court. SE, FOR ANY REASON, A CLAIM IS MADE IN COURT, INSTEAD OF ARBITRATION, YOU AND WE WAIVE ANY RIGHT TO A TRIAL. YOU OR WE MAY BRING TO COURT ON AN INDIVIDUAL BASIS ONLY, AND NOT IN A CLASS ACTION, CONSOLIDATED OR REPRESENTATIVE, TO REQUEST INJUNCTIVE RESOURCES.
13.4 Attorney Fees. We agree that we will not be entitled to our attorney's fees or expenses incurred to defend a claim, unless: (a) You do not disable as allowed in 13.3, and You bring action against Us or any of Our Affiliates in any court other than Small Claims Court in Broward County, Florida, or at a place of arbitration other than that agreed in this Agreement, and We choose to remove the claim to the appropriate location; or (b) Your claim is deemed frivolous by an arbitrator or judge.
Section 14: Several
14.2 Full Agreement. This contract, along with all Service Orders, Terms and Conditions and any other written documents referred to in this Agreement, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein and supersedes all prior or contemporaneous understandings, agreements, discussions, or representations, written or oral. Except as set forth in Section 1 (Deadline; General principles), no written communication, oral or electronic between You and Our employees, Our Affiliates or Our Contractors will create any binding obligation for Us.
14.3 Notices. All notices under this agreement by you to us, including, but not limited to, claiming any violation, prior to your right to terminate for cause, or warnings to finish, must be provided in writing and sent by overnight courier, (for example, FedEx , UPS or DHL) or by registered letter, with acknowledgment of receipt, for: ATTN: Customer service, 1130 S Powerline Rd, suite 101, Deerfield Beach, Florida 33442, with an additional copy for notices stating infringement only, sent by email to: firstname.lastname@example.org.
14.4 Personal information. You are responsible for providing us with and maintaining complete and current personal information., including, but not limited to your name, address, phone number, email address and tax information. We are not responsible for any delays or failure to receive notices., fiscal documents, royalty payments or other Company information, or any other damage, resulting from your failure to maintain accurate personal information, current and complete with us.
14.5 Electronic Signatures. The Parties agree that the electronic signatures of the Parties included in this Agreement are intended to authenticate this wording and have the same force and effect as manual signatures. Electronic signature means any sound, electronic symbol or process attached or logically associated with a record executed and adopted by a party intending to sign such record.
14.6 Taxes. You will be solely responsible for all sales tax., use and taxes, and any other taxes, fees and similar charges of any kind imposed by any federal government entity, state or local state regarding any amounts payable by You, provided that in no event will you pay or be liable for any taxes levied on, or related to, our recipes, gross income, our employees, our affiliates or our contractors or our real or personal property or other assets.
14.7 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as the creation of any agency, partnership, “joint venture” or other form of joint venture, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract or bind the other Party in any manner.
14.8 Binding Effect; Assignment. This Agreement shall revert to the benefit and bind the Parties and all their respective heirs, executors, successors and permitted assigns. You may not assign any of your rights or delegate any of your obligations under this Agreement without Our prior written consent.. Any assignment or delegation purported to be in violation of this Section is null and void.. No designation or delegation permitted releases you from any of your obligations under this Agreement.. We may assign our rights or delegate any of our obligations under this agreement to any of our affiliates, our employees or our contractors, at our sole discretion, or to any person or entity acquiring all or substantially all of our business and assets.
14.9 Renounce. No waiver by Us of any of the provisions of this Agreement is effective unless explicitly set out in writing and signed by an authorized representative of Us. No failure to exercise or delay in exercising any rights, resources, powers or privileges arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, mediation, power or privilege hereunder excludes any other exercise or the exercise of any other right, mediation, power or privilege.
14.10 Divisibility. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other term or other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties will negotiate in good faith to modify this Agreement, so as to carry out the original intent of the Parties as nearly as possible in a mutually acceptable manner, in ordering contemplated transactions to be consummated as originally contemplated to the fullest extent possible.
14.11 Survival of certain provisions. Section 4.7 (Manuscript and Work Rights), Section 5.1 (Advertising Right; Use license), Section 6.3 (License During Post-Closure Transition), Section 6.4 (Storage and Hosting), Section 6.7 (Employer's Failure to Update the Work), Section 7 (Royalties), Section 8 (Termination and Refunds), Section 9.1 (Intellectual Property Rights), Section 9.2 (Co-authorship work), Section 9.3 (Your Responsibility for Content and Accuracy) , Section 9.4 (Right and Competence to Contract), Section 11 (Indemnity), Section 12 (Resources), Section 13 (Dispute Resolution; Applicable Law), Section 14.3 (Notices), Section 14.6 (Taxes), Section 14.8 (Binding Effect; Assignment), Section 14.10 (Divisibility), Section 14.11 (Survival of Certain Provisions) and Section 14.12 (force majeure), of this Agreement will survive the Termination of the Agreement.
14.12 force majeure. we will not be responsible before you, nor will we be held to be in default or found to be in breach of this Agreement for any failure or delay in performing or executing any term of this Agreement when and to the extent that such failure or delay is caused by or results from any act or circumstance reasonably unforeseen beyond Our control reasonable, including, but not limited to, any acts of God, guerra, terrorism, work conditions, fire, inundation, storms, acts of third parties or government action, or restrictions or delays that affect Our Contractors' ability to enable us to perform all services in a timely manner (Force Majeure Event).
LI, I UNDERSTAND AND AGREE TO THE TERMS SET FORTH IN THIS SELF-PUBLISHING SERVICES AGREEMENT.