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Agreement

Terms of Service

These Terms of Service constitute the Inword Publishers Digital and Print Distribution Agreement (“Agreement”) between you and Inword Publishers, referred to in this Agreement as “us,” “we,” and “Inword Publishers.”

This Agreement contains the terms and conditions under which Inword Publishers offers and provides certain book publishing, distribution, printing, promotional, and other services (the “Services”) through the Inword Publishers website (InwordPublishers.com) (the “Website”). By indicating acceptance to this Agreement or by using or accessing the Services, including through the submission of materials (and the print, text, associated artwork, and underlying works embodied therein) for distribution by Inword Publishers (whether by upload to the Website or through the submission of physical embodiments of your material and the print, text, associated artwork, and underlying works embodied therein; e.g., as Books or print publications) to Inword Publishers, you agree to be bound by the terms and conditions described herein and all terms incorporated by reference.

This Agreement creates a binding contract between us and you, whether you are acting in your individual capacity or as the authorized representative for an author, a writer, a publisher, or a corporation, in which case “you” shall refer to the author, writer, publisher, or corporation on whose behalf you are acting and authorized to act. Therefore, please read this agreement carefully.

Inword Publishers reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Website. Your continued use of the Services, following your receipt of a notice of such change will constitute your binding acceptance of the changes.

Notwithstanding the preceding, no modifications to this Agreement will apply to any dispute between you and Inword Publishers that arose prior to the date of such modification.

You are responsible for maintaining a valid email address on file with Inword Publishers for so long as you avail yourself of any services.

1. Certain Definitions: The following capitalized terms shall have the following meanings for purposes of this Agreement:

(a) “Author Content” means the manuscripts, artwork, images, text, descriptive materials, and other content that you have submitted to us in connection with the Services. Any Author Content you submit must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.

(b) “Books” means any form of book embodying the Author Content, including print books (pBooks), audio books, eBooks, and other digital and physical formats of any kind.

(c) “Copyright Management Information” means the digital information conveying information regarding Digital Books, such as your name, the title of the applicable published work, and the publishing Inword Publishers name.

(d) “Licensee” means any third party licensee, such as Apple iBooks, Amazon, or others, that we may authorize or sublicense to carry out the marketing, distribution, printing, and sale, or other use or exploitation of the Author Content pursuant to the terms of Section 3(b) below..

(e) “Territory” means throughout the universe, or such more limited territories to which you specifically limit the territory in the registration process.

2. Authorization:

You hereby appoint us as your authorized representative for the sale and other distribution of the Author Content solely as described in this Agreement. You retain the right to sell the Author Content directly, and we agree that you will be responsible for the sale of the Author Content unless we are otherwise instructed by you in writing. You acknowledge that online retailers such as iBooks, Barnes & Noble, etc. will refuse content that may be delivered by multiple parties.

3. License:

You hereby grant to us the (except for direct sales by you as set forth in this Agreement) right and license to reproduce, distribute, publish, publicly perform, publicly display, and otherwise use and exploit the Author Content as necessary to carry out the Services you select during the Term and throughout the Territory, including the right to:

(a) Reproduce, format, reformat, digitize, and convert the Author Content into Books in any form or format meeting your contractual agreement;

(b) Make available and authorize Licensees to make available the Books and related Author Content in all territories in which Licensees deliver, distribute, or sell books in any form or format, including audio books and eBooks.

4. Term and Termination:

The term of this Agreement will commence when you first access or use the Services or otherwise accept this Agreement and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by (a) Inword Publishers, may be sent to you at the last email address you provided to Inword Publishers and (b) you to Inword Publishers, must be sent only to the following email address— bhaktirasa@InwordPublishers.com—with the following information: (i) the email address associated with your Account; and (ii) “Termination of Digital and Print Distribution Agreement” in the subject line of the email. Once work has commenced, there is a 10% fee on all cancelled contracts no matter where your book is in the production process.

5. Your Obligations Regarding Rights in Author Content:

Any Author Content you submit must be owned or controlled by you, or you must have sufficient rights therein to submit the Author Content and grant the rights granted under this Agreement with respect to such Author Content, such that your submission and our exercise of the rights granted under this Agreement will not infringe upon or violate the rights of any third party. You or a licensee (on your behalf) will obtain and pay for any and all clearances or licenses required in the Territory (or any portion thereof) for the use of the Author Content and any related metadata as intended by this Agreement. Specifically, and without limiting the generality of the foregoing, you or a licensee on your behalf will be responsible for and shall pay (i) any royalties and other sums due to writers, authors, coauthors, artists, copyright owners and co-owners, publishers, and any other publishing royalty participants from sales, distribution, or other uses or exploitation of the Books, (ii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iii) any other royalties, fees and/or sums payable with respect to the Author Content, metadata, or other materials provided by you to us.

6. Payments to Inword Publishers:

In consideration of the Services rendered hereunder, you shall pay to Inword Publishers the fees in effect at the time you request the particular Services, as set forth on the Website, in this Agreement, or as otherwise made available to you by contract. The Inword Publishers Fees may be amended from time to time by Inword Publishers in its sole discretion. If any amended Inword Publishers Fees apply to you, Inword Publishers will provide you notice of such amended Inword Publishers Fees at least fifteen (15) days prior to the effective date of the amendment. Your continued use of the Services after such effective date constitutes your agreement to the amended Inword Publishers Fees. If you do not agree to such amended Inword Publishers Fees, your sole option is to terminate this Agreement in accordance with the termination procedures set forth in Section 4 above. The amended Inword Publishers Fees will apply to all Services rendered after the effective date of such amendments; provided, however, that any fees agreed to by you and us under separate agreement shall remain in effect for the term provided therein, regardless of any amendments to Inword Publishers Fees generally.

7. Ownership:

Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, you own all right, title, and interest in and to (i) the Author Content, (ii) the Books, (iii) all copyrights and equivalent rights embodied therein, and (iv) all materials furnished by you.

8. Prohibited Use of the Website and Licensee Websites and Services:

You agree not to use the Website, the Services, and any services provided by Licensees for any unlawful purpose or in any way that might harm, damage, or disparage Inword Publishers, its Licensees, or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees, or the Author Content, do or attempt any of the following:

Use the Website in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.

9. Availability of Services:

The Services are provided on an “as is,” “as available” basis, and Inword Publishers may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software, or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software, or services available on and through the Website may be out of date, and Inword Publishers makes no commitment to update any aspect of the Website. Inword Publishers makes no representations and warranties with respect to availability or performance of the Website and may discontinue the Services at any time with or without notice; provided, however, that if we discontinue Services for which you have paid any portion of the Inword Publishers Fees in advance, we will promptly refund the portion of the Inword Publishers Fees associated with any such Services which remain unperformed. You are solely responsible for maintaining back-up copies of any elements of the Author Content uploaded to the Website or otherwise delivered to Inword Publishers as physical product.

10. Additional Representations and Warranties of the Parties:

(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:

(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.

(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.

(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(b) Representations and Warranties by You. You represent and warrant to Inword Publishers that:

(i) You represent and warrant that you have the full right, power, and authority to act on behalf of any and all owners of any right, title, or interest in and to the Author Content and metadata. For the avoidance of doubt, if you are acting on behalf of an author, writer, publisher, or corporation, you hereby represent and warrant to Inword Publishers that you are fully authorized to enter into this Agreement on behalf of such author, writer, publisher, or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.

(ii) You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses, and permissions herein; that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Author Content; and that you have the permission to use such individual’s identifying or personal information (to the extent such information is used or contained in the Author Content) as contemplated by this Agreement. Furthermore, you represent that the exercise of such rights, licenses, and permissions by us and our Licensees shall not violate or infringe the rights of any third party.

(iii) You represent and warrant that the Author Content does not plagiarize or pirate any other work or infringe upon or violate any copyright, trademark, trade secret, or other proprietary right.

(iv) You represent and warrant that the Author Content does not contain SEO keyword spam, either in your manuscript or your metadata tags.

(v) You represent and warrant that the Author Content does not contain multiple hyperlinks to advertisements or affiliate marketing pages.

(vi) You represent and warrant that the Author Content does not contain any advertisements of content that is primarily intended to advertise or promote products or services.

(vii) You represent and warrant that the Author Content does not violate any right of privacy that is libelous or violate any personal right or other right of any kind of any person or entity.

(viii) You represent and warrant that the Author Content does not violate state and federal laws or advocate illegal activities.

(ix) You represent and warrant that the Author Content does not advocate hateful, discriminatory, or racist views or actions toward others.

(x) You represent and warrant that any and all instruction, material, or advice contained in the Author Content is not likely to result in injury and the Author Content includes appropriate warning and safety precautions concerning any particular hazards that may be involved in the use of any such instruction, material, or advice, and that the Author Content shall not contain any errors or omissions in any recipe, formula, design, or instruction which, if followed, might harm the user.

(xi) You represent and warrant that the Author Content is not a public domain work (unless you are the true author) and is not sourced or copied, either in part or in entirety, from commercial services, articles, or information sources that have been licensed to others.

(c) You and we represent and warrant to each other that we will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by you or us will interfere with our performance of our obligations under this Agreement.

(d) Each party represents and warrants to the other that it shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(e) We make no guarantees whatsoever about there being any minimum sales or uses of any Books.

11. No Representations and Warranties With Respect to Sales and Distributions:

Inword Publishers makes no guarantees regarding the minimum number of unit sales or uses of the Author Content or regarding any revenue to be earned under this Agreement.

12. Indemnification:

(a) Indemnification. You hereby indemnify, and hold us harmless from any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of or connected with any claim, demand, or action that arises out of any breach or alleged breach or violation of any of the warranties, representations, covenants, or agreements made by you in this Agreement, including, but not limited to, your representations and warranties regarding non-infringement of any copyrights or any other rights in and to any other forms of intellectual property. You will reimburse us, on demand, for any payment made by us at any time with respect to any damage, liability, cost, loss, or expense to which the foregoing indemnity applies. Pending the determination of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this paragraph.

(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit or require you to control the defense, disposition, or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Inword Publishers or imposes any conditions or obligations on Inword Publishers other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment, conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe Inword Publishers an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

13. Copyright and Intellectual Property Infringements

Inword Publishers respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on the Inword Publishers Service.

14. Disclaimers:

(a) The Website, and any third-party content, software, services, or applications made available in conjunction with or through the Website (except the Services), are provided on an “as is,” an “as available,” and a “with all faults” basis without representations and warranties of any kind, either express or implied, including, but not limited to, in terms of correctness, accuracy, reliability, or otherwise.

(b) To the fullest extent permissible pursuant to applicable law, Inword Publishers and its affiliates, partners, licensors, and suppliers hereby disclaim all express, implied, and statutory warranties of any kind relating to the Website, including, but not limited to, the implied warranties or merchantability, fitness for a particular purpose, and non-infringement. Inword Publishers and its affiliates, partners, licensors, and suppliers do not warrant that the Website or any part thereof, will be uninterrupted, or free of errors, viruses, or other harmful components and do not warrant that any of the foregoing will be corrected. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the Website or any associated sites or applications, and offer the Author Content via the services, at your own discretion and risk, and that you will be solely responsible for any damage to your property (including your computer, handset, or any other device or peripheral used in connection with the Website), or loss of data that results from the download or use of such material or data. The disclaimers provided herein shall not apply to the Services provided by Inword Publishers to you. Inword Publishers agrees to use commercially reasonable efforts to secure the Website and prevent any damage to your property.

15. Limitation of Liability; Basis of the Bargain:

(a) Inword Publishers shall not be liable to you for special, incidental, consequential, or punitive damages of any nature, for any reason, including, without limitation, the breach of this agreement or any termination of this agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if we have been warned of the possibility of such damages.

(b) Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, you agree that because such disclaimers and limitations of liability reflect a reasonable and fair allocation of risk between you and Inword Publishers, and are fundamental elements of the basis of the bargain between you and Inword Publishers, Inword Publishers’ liability shall be limited to the maximum extent permitted by law. You understand and agree that Inword Publishers would not be able to offer its services to you on an economically feasible basis without these limitations and would not offer such services absent a limitation of liability.

16. General Provisions:

(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership, or joint venture, and neither party is the other’s agent, partner, or employee.

(b) Entire Agreement. This Agreement contains the entire understanding of the parties relating to the subject matter hereof. This Agreement supersedes all previous agreements or arrangements between us pertaining to the digital distribution of content, provided that if you previously entered into a digital distribution agreement with us in the past, and elected any options, those options will remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof, unless provided in writing. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(c) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(d) Notice. Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you.

(e) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of Florida applicable to agreements entered into and to be wholly performed in Florida, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in this Agreement.

(f) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

(g) Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(h) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(i) Assignment. Neither party may assign its rights and obligations under this Agreement at any time to any party without obtaining the other party’s prior written consent, which may be withheld in such party’s sole discretion.