Publishing Terms of Service
Last Updated – 5th June 2014
“Work” – This is the Book you upload to Autharium and the subsequent eBook that is published.
“eBook” – This is the digital file of your Work that Autharium publish and distribute.
These Terms of Service are what you agree to when you agree to publish and distribute your Work via Autharium.
This is not the same as releasing your Work for community review. When you release your Work for community review it is not published or distributed and all rights remain with you.
Your Work will be published after the following have happened:
1) You have submitted your Work for publication.
2) Autharium has accepted your Work for publication.
3) You have agreed to these terms of service and agree to be published by Autharium.
A summary of the basic terms is below – in non-legalese. Please read the full terms below this summary carefully before agreeing to publish with us.
1) You give Autharium the exclusive right to publish and distribute the Autharium version of your Work in eBook form for 1 year. After a year has passed this agreement will continue on a month-to-month basis until you cancel via email giving 30 days notice.
2) You can create another version of your Work and distribute anywhere the Autharium version is not being sold but have to remove all reference to Autharium being the publisher and cannot use the Autharium ISBN.
3) You can end this agreement with Autharium and remove the Autharium version of your Work after 1 year by giving 30 days notice via email (email@example.com). (We need to have this so we have a chance to recoup the costs of publishing and distributing your Work)
4) Autharium will pay you 85% of net sales on a monthly basis and when funds have cleared. Net sales are what is left after sales tax, retailer margin and any retailer transaction costs are removed.
5) You promise that your Work is your own and you have not nicked (stolen, plagiarised) it from someone else. Also you promise there is nothing that infringes the copyright of someone else.
6) Autharium reserve the right not to publish a Work for whatever reason. We will always tell you why and in most cases make positive suggestions as to what could be changed.
7) You promise that, as far as you know, your Work is not going to offend large swathes of the world, spark religious unrest or cause libel law suits.
8) Autharium will not share your confidential information or personal details with third parties without your permission.
9) If we need to change anything in these Terms of Service we will inform you before doing it. If it is an unfavourable change for you, you can end the agreement immediately. Historically any changes we have made, have been in the Author’s favour.
FULL TERMS OF SERVICE
1. PUBLICATION RIGHTS
1.1. By submitting your Work to Autharium and accepting these Terms of Service you grant to Autharium the exclusive right to publish and distribute the Autharium version of your Work globally across the Autharium distribution network for 1 year. After a year has passed this agreement will continue on a month-to-month basis until you cancel via email giving 30 days notice.
(Note: If you land a traditional publishing deal within the first year and the publisher says to you, " you must remove all previous versions of your work from sale," let us know. We are not going to get in the way of you getting a traditional deal; that would be mean. We will not charge you, or the publisher to end the agreement early if this happens.)
1.2. You can distribute a non-Autharium edition or version of your Work to any retailer or service that the Autharium does not distribute to. This includes selling directly from your own website. But you must remove all reference to Autharium as the publisher and cannot use the Autharium version’s ISBN.
(Note: Have a chat with us if you want to do something special for charity, do an abridged Work or similar – we would be happy to help. Furthermore, if there is a sales channel we are not using (we are pretty much everywhere) but you want to be on it, let us know and we’ll sort it out. The main reason for this is to prevent multiple versions of the same eBook appearing on retailer sites, it gets very confusing and annoys the retailer.)
1.3. All other rights to your Work remain with you. This includes, but is not limited to, copyright, physical book rights, merchandise, film, TV, sequels, derivative works, characters, settings, scenes and fantasy worlds.
1.4. You can distribute free copies of the Autharium version of your Work for the purposes of marketing and reviews.
1.5. If you update or create and publish and new edition of your Work via Autharium, this will not start a new 1 year agreement term.
(Note: So we publish your book on 1st January 2014, you use our “Editions” tools to create a new version and republish it on 1st July. The first year term of this agreement does not renew and will still end on midnight 31st December 2014)
1.6. The rights you grant to Autharium include, without limitation, the right to: (i) store, cache, retrieve and reproduce your Work; (ii) reformat, convert and encode your Work; (iii) entitle customers to download, access, copy and paste, print, annotate and/or view your Work online and offline; (iv) permit customers to store the eBook file of your Work that they have licensed from Autharium and to access and re-download your Work from time to time; (v) display, make available and distribute extracts of your Work for the purposes of marketing, promoting and selling your Work, the Website, the Autharium business and/or other Autharium publications; and (vi) use, reproduce, adapt, edit, license and distribute any metadata that you provide in connection with your Work.
2. AUTHARIUM’S RIGHT OF REFUSAL, AMENDMENTS AND FORMATTING
2.1. You need to submit your Work to Autharium in accordance with the instructions on the Website and free of all viruses, worms and other potentially harmful or disruptive code.
2.2. For avoidance of doubt, uploading a Work to the website or releasing for community review is not a publishing submission. You can freely use the website to gain feedback and collaborate with others without having to submit you book for publishing.
2.3. Once you have submitted your Work to Autharium for publishing, Autharium will review your Work and use reasonable endeavours to let you know within 30 days whether or not Autharium wishes to publish your Work.
2.4. Autharium is entitled to decide what it accepts and what it rejects for publishing in its absolute discretion.
2.5. Autharium reserves the right to make formatting amendments to your Work to ensure optimum quality.
2.6. Autharium may make minor editorial changes to text, grammar and structure without prior agreement. Any significant changes will be communicated to you for agreement before being made.
2.7. Autharium’s licensees and/or its retailers and/or its distributors may convert and/or reformat your Work in their discretion. File conversion and/or reformatting may cause unintentional errors and/or changes to the design and/or formatting of your Work. You acknowledge and agree that this is acceptable to you and that Autharium, its licensees and/or its retailers and/or its distributors shall have no liability to you whatsoever for any such unintentional errors and/or changes. In this unlikely event, you can contact firstname.lastname@example.org to have any formatting issues resolved.
3. WARRANTIES AND INDEMNITIES
3.1. By submitting your Work to Autharium, you warrant and represent to Autharium (and its licensees and distributors) that:
3.1.1. you are at least 18 years old and have full power, rights and authority to accept these Terms and enter into the Agreement;
3.1.2. you are: (i) the Author of your Work; and (ii) subject to paragraph 5 below, the owner of all of the rights granted to Autharium under this Agreement;
3.1.3. your Work is original to you;
3.1.4. your Work is not currently under exclusive publishing contract elsewhere;
3.1.5. your Work does not violate or infringe any existing copyright or licence, trade marks, other intellectual property right, moral right, duty of confidentiality, duty to respect privacy, or any other right of any person or party whatsoever;
3.1.6. your Work does not contain anything libellous, all statements contained therein purporting to be facts are true and that any recipe, formula or instruction contained therein will not, if followed accurately, cause any injury, illness or damage to the user;
3.1.7. to your knowledge your Work contains no obscene or improper or blasphemous material nor is in breach of the UK Official Secrets Acts nor is in any other way unlawful or liable to give rise to liability for Autharium or its licensees or distributors.
(Note: This is a subjective clause and in some cases it is almost impossible to ensure nobody is offended if a Work is hard hitting – life would be boring without a bit of controversy. We will do our utmost to review you Work prior to publication to spot potential issues and limit distribution if we feel it is necessary. We will not publish a Work if we think it is too rude, potentially libellous or going to cause religious unrest – your consideration of the above is assumed prior to submission.)
3.1.8. the eBook has not been created for the sole intent of publishing hyperlinked content that directs readers to affiliate marketing pages;
3.1.9. your Work does not advocate or promote "systems" about how to make money on the Internet by publishing eBooks;
3.1.10. your Work contains no SEO keyword spam or names of other authors who are not directly involved in the creation of your Work either in your manuscript or your metadata tags;
3.1.11. your Work does not contain advertisements for services, or contain partial books for the purpose of promoting the purchase of the same book on a different service;
3.1.12. your Work is not either in part or in its entirety, sourced from "Private Label" rights, articles, eBooks or information sources which license the same content to other people;
3.1.13. You shall indemnify and keep Autharium indemnified against all actions, suits, proceedings, claims, demands and costs (including any legal costs or expenses properly incurred and any compensation costs and disbursements paid by Autharium on the advice of their legal advisers to compromise or settle any claim) suffered or incurred by Autharium (or its directors, officers, employees, licensees, agents and/or distributors) arising from any breach of your warranties in paragraph 3.1 above, or arising out of any claim alleging that your Work constitutes in any way a breach of such warranties.
3.1.14. All warranties and indemnities contained in these Terms & Conditions shall survive the termination of the Agreement between you and Autharium.
3.1.15. If either party receives any claim alleging breach of the warranties given to Autharium in these Terms & Conditions, that party shall notify the other immediately and without delay.
4. AUTHARIUM’S RESPONSIBILITY TO PUBLISH
After submitting your Work for publishing and once Autharium has confirmed to you that it wishes to publish your Work as an eBook, Autharium shall, unless otherwise mutually agreed or unless prevented by circumstances beyond its control, produce, and publish, make available for sale and distribute your Work as an eBook within 30 days of this confirmation. After 30 days if Autharium has failed to publish your Work, this agreement will terminate.
5. THIRD PARTY CONTENT
If your Work contains any third party content (such as, but not limited to, text, illustrations, song lyrics, photos or diagrams), you shall, at your own expense, obtain all necessary rights, permissions and clearances to enable Autharium to exercise the rights granted pursuant to this Agreement without further payment, liability or obligation to any third party. Any such clearances, rights and permissions shall be forwarded to Autharium on request.
6. PRODUCTION AND PROMOTION RESPONSIBILITY
6.1. All matters relating to the publication, distribution and sale of your Work, including the conversion, formatting, design, distribution and retailer commercials shall be under the sole discretion of Autharium.
6.2. Autharium will market and promote your Work within its broader marketing and promotional strategy. This may include specific marketing for your Work or as part of an activity that includes more than one Work.
6.3. Autharium reserves the right to include your Work in promotional packages for libraries and academic institutions.
6.4. Autharium undertakes to set your name with due prominence on every copy of your Work published by Autharium.
6.5. Autharium cannot warrant that all retail outlets will list your Work. Retailers may decide not to list your Work at their own discretion.
7.1. You will be entitled to set a list price for each eBook between £0.99 and £199.99 (the “List Price”). The List Price will be the list price inclusive of VAT (in Europe) and/or other sales taxes (if applicable in other territories). You will also be entitled to give each eBook away free of charge and run promotional discount coupon campaigns at your discretion through your Autharium book page/s directly.
(Note: VAT is the European version of a State Sales Tax in the U.S. In Europe eBooks attract VAT which can vary, but tends to be around the 20% mark. All sale proceeds we receive from our retailers already have sales tax taken out)
7.2. Autharium reserve the right to set the price of your Work at a level suitable for each territory it is sold in.(Basically selling a standard fiction eBook in India for the Rupee equivalent of £4.99 is not the best plan)
7.3. Autharium will make your Work available direct to consumers via the Website at the List Price, free of charge or promotional price (as the case may be).
7.4. Some retailers reserve the right to set the price of eBooks in their own discretion and you therefore acknowledge and agree that some retailers may make your eBook available at a price which is discounted against the List Price.
8. ROYALTIES AND PAYMENTS
8.1. You will receive 85% of the Net Price received by Autharium from sales of your Work via the Website. “Net Price” means the full amount actually received by Autharium from the purchaser after relevant sales taxes, retailer margin and retailer transaction costs are taken out.
(Note - Autharium does not charge any fees or take out any costs – we only take 15% of net sales.)
8.2. You will not be entitled to receive royalties or any other payment for any copies of your Work given away free of charge or given to you or in the interests of sales of your Work including any review copies.
8.3. Payments are made to our authors monthly, 60 days after the month end of the sales they relate to.
(Note: This is because most distribution partners and retailer pay 60 days end of month. Therefore August sales will be paid out at the beginning of November.)
8.4. If a third party claims that you did not have all of the rights required to make your Work available or if Autharium (acting reasonably) considers that you may be in breach of your representations and warranties or another material term of this Agreement, Autharium will be entitled to hold all royalties due until it reasonably determines that the third party claim was illegitimate or that you were not in breach or have fully remedied your breach, as applicable.
(Note –Basically, if your Work has something in it that belongs to someone else and you did not gain permission to use it, they may take Autharium to court (because we are liable as the publisher for the content of your Work). This will cost money and they might ask for damages – these will come out of the funds we withhold. We review and check everything we publish so hope to spot these things beforehand, but there is an element of good faith here too)
9. SALES REPORTING
Autharium will make your sales available through it’s online reporting system which details sales of your Work and all royalties to which you are entitled. Sales information made directly on the Autharium website are available in real-time. Sales from other retailers will be displayed when they are made available.
The copyright in your Work shall remain your property. Every copy of your Work published by Autharium shall include a copyright notice in your name or pen name, with the year of publication. If your Work has been published previously, in physical or digital form, it is your responsibility to include these copyright notices within the first page of the Work you upload to Autharium.
11. COPYRIGHT INFRINGEMENT
If Autharium considers that the copyright in your Work has been or is likely to be infringed it shall on giving notice to you of such infringement or threatened infringement be at liberty to take such steps as it may consider necessary or desirable for dealing with the matter and if it desires to take proceedings it shall, on giving you an undertaking in writing to pay all costs and expenses and to indemnify you against all liability for costs, be entitled to use your name as a party to such proceedings, but at the same time to control, settle or compromise as it sees fit. Autharium shall further be entitled to take urgent proceedings in its own sole name for interim or immediate relief without prior notice to you. Any profits or damages which may be received in respect of any infringement of the copyright in your Work shall after deduction of all costs and expenses be divided equally between you and Autharium. For the avoidance of doubt, the provisions of this paragraph 11 are intended to apply only in the case of an infringement of the copyright in your Work affecting the interest in the same granted to Autharium under this Agreement. Nothing in this paragraph prevents you from pursuing your own copyright infringement proceedings without Autharium being involved.
(Note: We will chase down anyone who we think has infringed your copyright. We will pay the costs, but will include your name, with ours, on all paperwork. Any costs or damages we are awarded will be split 50/50 between you and Autharium. None of the above prevents you from doing similar activity on your own.)
12. TERM, TERMINATION, SUSPENSION AND REVERSION OF RIGHTS
12.1. The term of this Agreement will begin upon your acceptance of these Terms & Conditions and will continue until this Agreement is terminated by Autharium or by you in accordance with the terms of these Terms & Conditions or as otherwise permitted by applicable laws
12.2. If Autharium is in material breach of any of the provisions of this Agreement and has failed to remedy such breach within 1 month of written notice to Autharium from you of such breach you may terminate this Agreement immediately by emailing written notice to Autharium at email@example.com.
12.3. Autharium shall have the right to terminate this Agreement immediately by giving written notice to you if you are in material breach of any of the provisions of this Agreement and have failed to remedy such breach within 1 month of written notice to you from Autharium of such breach.
12.4. You acknowledge and agree that, notwithstanding the termination of this Agreement in accordance with paragraphs 12.2 or 12.3 above, Autharium shall have the right to fulfil any customer orders for the Autharium version of your Work that are pending as of the date of such termination; and continue to store copies of your Work so that it can continue to provide access to or enable re-downloads of any of your Work by customers who have purchased a copy of any Digital Form of your Work prior to such termination.
12.5. This Agreement shall automatically terminate if and when:
12.5.1. a manager, receiver, or other encumbrancer takes possession of, or is appointed over the whole or any substantial part of, Autharium’s assets;
12.5.2. Autharium enters into any arrangement or composition with or for the benefit of its creditors (including any voluntary arrangement under the Insolvency Act 1986); or
12.5.3. a petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administrative order, the winding up or dissolution of Autharium (otherwise than by way of a voluntary liquidation for the purpose of reconstruction).
12.6. After an initial period of 1 year from the date of publication of the Autharium version of your Work, you can end this agreement and remove the Autharium version of your Work from sale by giving 30 days notice by email to firstname.lastname@example.org.
13. LIMITATION ON LIABILITY
Autharium provides the Website and the Autharium service on an "as is" basis. Autharium will in no event be liable for any special, incidental, consequential, indirect or exemplary damages arising from or in relation to the Agreement. In no event will Autharium be liable for any loss of data, loss of profits, loss of opportunity or revenue or contracts in each case whether arising in the normal course of events or otherwise in the contemplation of you and/or Autharium. Under no circumstances shall Autharium’s total aggregate liability to you exceed the amount of fees due and payable by Autharium in relation to your Work for the 12 month period immediately preceding any claim. Except as expressly stated in these Terms of Service, all warranties, expressed or implied, including but not limited to the implied warranties of merchantability or satisfactory quality, fitness for a particular purpose, and non-infringement are hereby excluded to the fullest extent permitted at law. You acknowledge and agree that Autharium cannot guarantee or ensure that your Work will not be copied, stolen or misused or that customers will comply with any download, storage and/or other usage rules which Autharium imposes in relation to your Work. You agree that Autharium will not be liable to you or any third party for any loss or damage arising from any infringement of your Work, any failure of any security system or procedure or for any failure of any customer to comply with any content usage rules.
(Note: Deep breath… This section is full of some pretty expensive and specific legalese. But includes some really important things like which Country this agreement sits in legally (England), what happens if Autharium gets purchased by another company and what happens if we need to change anything in this agreement.)
14.1. In the case of joint authors, publishers and collectives, references in this Agreement to “you” shall be deemed to include all authors, who shall be jointly and severally liable under this Agreement.
14.2. Autharium will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstance beyond its control, including, but not limited to, fires, flood, storm, explosions, acts of God, war, terrorism, strikes or denial-of-service attacks.
14.3. The Agreement between you and Autharium as set out in these Terms of Service is personal to you and Autharium. Consequently neither you nor Autharium may assign any of their respective rights or obligations under these Terms of Service without the prior written consent of the other, except that you acknowledge and agree that Autharium may, without obtaining prior written consent from you, assign any of its rights and obligations under these Terms of Service: (i) to any assignee of the Autharium business upon any restructuring or re-organisation of the Autharium business; or (ii) in connection with the sale or disposal of all or substantially all of Autharium’s assets. Subject to the foregoing limitation, these Terms of Service will be binding upon, endure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
14.4. This Agreement constitutes the entire agreement, and supersedes any previous agreement, arrangement or understanding (whether oral or written), between you and Autharium relating to its subject matter. Nothing in this paragraph shall exclude or restrict the liability of either you or Autharium arising out of fraud or fraudulent misrepresentation.
14.5. Neither you nor Autharium may at any time hereafter use, divulge or communicate to any person (except to their professional representative or adviser or, as may be, as required by law or by legal or regulatory authority), any confidential information concerning the business or affairs of the other or which may have or may in future come to their knowledge and you and Autharium shall each use their reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
(Note: Basically Autharium will keep any sensitive or confidential information about you or your plans secret and not divulge to a third party. Likewise, if we tell things in confidence or discuss future plans with you, please do not divulge to a third party)
14.6. A failure to exercise or delay in exercising any right, remedy or power provided under these Terms & Conditions or by law does not constitute a waiver of the right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power prevents any further exercise of it or the exercise of any other right, remedy or power.
14.7. Except where these Terms of Service provide otherwise, the rights, remedies and powers provided by these Terms of Service are cumulative and not exclusive of any rights, remedies or powers provided by law.
14.8. Any waiver of a breach of any of the provisions of these Terms of Service or of any default under these Terms of Service shall not be deemed a waiver of any other breach or default and shall not affect the other provisions of these Terms of Service.
14.9. If any provision of these Terms of Service is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction: the legality, validity and enforceability in that jurisdiction of the remaining provisions shall be unaffected and the legality, validity and enforceability in any other jurisdiction of that or any other provision shall be unaffected.
14.10. Any notice or changes given pursuant to this Agreement shall be in writing via email (using the email address you provided on sign up) prior to the changes being made. As with any changes to Terms of Service, if they change unfavourably you can end the agreement immediately.
14.11. This Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction over any suit, action, proceedings or dispute (including non-contractual disputes or claims) arising out of or in connection with this Agreement