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Publishing terms and Conditions for Authors

 

These Terms & Conditions set out the terms upon which you (“you”) permit us, eGurus Limited, a company registered in England (company number 6542600), whose registered office is at 2 Montrose Drive, Southport PR9 7JA, England and are trading as Autharium (”Autharium”) to publish the work you submit to Autharium (your “Work”). In order to submit your Work to Autharium you must first have registered at www.Autharium.com (the “Website).

By submitting your Work to Autharium and clicking to accept these Terms & Conditions you are entering into a binding agreement with Autharium (the “Agreement”).

Please read these Terms & Conditions carefully. If you agree to these Terms & Conditions, please click “I accept” where indicated. If you do not agree to these Terms & Conditions please discontinue and do not submit your Work to Autharium. 

 

 

1.   Publication rights

2.   Autharium’s Right of Refusal, Amendments and Reformatting 

3.   Warranties and Indemnities 

4.   Autharium’s Responsibility to Publish 

5.   Third Party Content 

6.   Index 

7.   Production and Promotion Responsibility 

8.   Price 

9.   Royalties & Minimum Payments 

10.  Payments and Statements 

11.  Copyright & Moral Rights in your Work 

12.  Infringement of Copyright 

13.  Removing your Work from sale 

14.  Term, Termination, Suspension and Reversion of Rights 

15.  Limitation on Liability

16.  General

 

1.              Publication rights


1.1          By submitting your Work to Autharium and accepting these Terms & Conditions, you grant to Autharium the exclusive right and licence to produce, publish, promote, market and sell your Work in any Digital Form (as defined in paragraph 1.4 below) in all languages throughout the world for the entire legal term of copyright (and any and all extensions, renewals and revivals of the term of copyright).

1.2          You agree that Autharium shall also be entitled to license retailers, distributors, agents, licensees, sub-contractors and other third parties to exercise the rights you have granted to Autharium under this Agreement.

1.3          The rights granted in paragraphs 1.1 and 1.2 above shall also apply to any adaptation or any abridgement of your Work or any substantial part of your Work.

1.4          Digital Form” means any and all electronic and/or digital forms and media whether now known or later invented or developed including (by way of examples only): (i) any e-book (i.e. using any means of manufacture, distribution or transmission whether now known or later developed including but not limited to electronic and machine-readable media and online and satellite based transmission intended to make your Work available for reading) (“eBook”); and (ii) any electronic version (other than an eBook) for performance and display (whether sequentially or not) in any manner (together with accompanying sounds, images, interactive and/or search features if any) by any electronic means, method or device (“Electronic Version”).

1.5          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 your Work that they have purchased 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.

1.6          You will retain all other rights in your Work. You agree not to exercise or permit any party to exploit any rights in your Work in a way that will impair the value of any of the rights granted to Autharium pursuant to this Agreement.

 

2.              Autharium’s Right of Refusal, Amendments and Reformatting

 

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          Once you have submitted your Work to Autharium, 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 as an eBook or an Electronic Version.

2.3          Autharium is entitled to decide what it accepts and what it rejects in its absolute discretion. Please be aware that, notwithstanding paragraph 2.2 above and paragraph 4.4 below, Autharium may decide at any time not to publish your Work.

2.4          If Autharium notifies you that it has decided not to publish your Work, the right which you granted to Autharium under this Agreement shall immediately and automatically terminate and you will be free to grant such rights to a third party.

2.5          Autharium, its 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.

2.6          You acknowledge that Autharium make no warranties or representations as to the efficacy of any DRM which you may opt to apply to your work at any stage and Autharium will not in any circumstances be responsible or liable to you (in contract, tort (including negligence) or otherwise) for any failure of the DRM.

 

3.              Warranties and Indemnities

 

3.1          By submitting your Work to Autharium, you warrant and represent to Autharium (and its licensees and distributors) that:

(a)           you are at least 18 years old and have full power, rights and authority to accept these Terms & Conditions and enter into the Agreement;

(b)           you are: (i) the sole Author of your Work; and (ii) subject to paragraph 5 below, the sole owner of all of the rights granted to Autharium under this Agreement;

(c)           your Work is original to you;

(d)           your Work has not previously been published in any Digital Form anywhere in the world;

(e)           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;

(f)            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 use; and

(g)           your Work contains no obscene or improper or blasphemous material nor is in breach of the Official Secrets Acts nor is in any other way unlawful or liable to give rise to liability for Autharium or its licensees or distributors.

(h)           your Work contains no hyperlinks to affiliate marketing pages, especially if the eBook is published for the sole intent of publishing hyperlinked content that directs readers to affiliate marketing pages;

(i)             your Work does not advocate or promote "systems" about how to make money on the Internet by publishing eBooks;

(j)             your Work contains no SEO keyword spam, either in your manuscript or your metadata tags;

(k)            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;

(l)             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

3.2          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.

3.3          You acknowledge and agree that Autharium shall be entitled to alter, or to insist that you alter, your Work as may appear to Autharium to be appropriate for the purpose of modifying or removing any material which in Autharium’s absolute discretion or on the advice of Autharium’s legal advisers may be considered objectionable or actionable at law. Autharium will notify you by email or via the Autharium dashboard of any such alteration. Any such alteration or removal shall be without prejudice to and shall not affect your liability under the warranties and the indemnities contained within these Terms & Conditions.

3.4          All warranties and indemnities contained in these Terms & Conditions shall survive the termination of the Agreement between you and Autharium.

3.5          If either party receives any claim alleging breach of the warranties given to Autharium in these Terms & Conditions, that party shall notify the other without delay.

3.6          Autharium will notify you by email or via the Autharium dashboard if Autharium reasonably considers it necessary to have your Work read for libel or other legal problems. If you and Autharium agree to have your Work checked in this way then half the costs shall be borne by Autharium and half shall be invoiced to you. If you and Autharium do not agree then Autharium shall be entitled to decide not to publish your Work in accordance with paragraph 2.3 above.

4.              Autharium’s Responsibility to Publish

 

In the event that Autharium has confirmed to you that it wishes to publish your Work as an eBook or an Electronic Version, Autharium shall, unless otherwise mutually agreed or unless prevented by circumstances beyond its control, produce and publish your Work as an eBook or an Electronic Version within 60 days of you having paid to Autharium any fees or other charges specified by Autharium for publication of your work.

 

5.              Third Party Content

 

If your Work contains any third party content (such as, but not limited to, text, illustrations, 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.              Index

 

If Autharium advises you that your Work needs an index you will need to supply an index at your own expense.  If you fail to supply an index (or any index you supply is unsuitable for publication) then Autharium may offer to arrange for such an index to be supplied and, if you agree, you shall pay the costs associated with the supply of such index to Autharium within 30 days of receipt of Autharium’s invoice.

7.              Production and Promotion Responsibility

 

7.1          All matters relating to the publication, distribution, promotion and sale of your Work, including the conversion, formatting, design, distribution, manner and extent of promotion and advertising, (if any) the number and distribution of free copies for the press or otherwise and the terms of sale shall be under the entire control of, and at the sole discretion of, Autharium.

7.2          You shall endeavour to be available, if so requested in advance by Autharium, to assist Autharium in the promotion of your Work.

7.3          Autharium undertakes to set your name with due prominence on every copy of your Work published by Autharium and shall endeavour to ensure that a similar undertaking is made in respect of any editions of your Work licensed by Autharium for publication.

 

8.              Price

 

8.1          You will be entitled to set a list price for each eBook between £0.49 and £199.99 (the “List Price”). The List Price will be the list price inclusive of VAT and/or other sales taxes (if applicable).  You will also be entitled to give each eBook away free of charge.

8.2          Autharium will make your Work available direct to consumers via the Website at the List Price or free of charge (as the case may be).

8.3          Some distributors reserve the right to set the price of eBooks in their own discretion and you therefore acknowledge and agree that some distributors may make your eBook available at a price which is discounted against the List Price (if any).

8.4          You agree to ensure that the List Price (if any) inclusive of VAT and/or other sales taxes (if applicable) is, at all times, no greater than 20% less than the recommended retail price of any print edition of your Work and agree that Autharium can reduce the List Price (if any) to match any lower recommended retail price of any print edition of your Work.

 

9.              Royalties & Minimum Payments

 

9.1          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 less VAT and/or any other sales taxes and/or any transaction charges.

9.2          You will receive 85% of the Net Revenue received by Autharium from sales of your Work by retailers, distributors, agents and/or other third parties. “Net Revenue” means the full amount actually received by Autharium from retailers, distributors, agents and/or other third parties less VAT and/or any other sales taxes and/or any bank charges and/or any transaction charges and/or any distribution charges.

9.3          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.

 

10.           Payments and Statements

 

10.1       In relation to sales of your Work via the Website, you will receive payment from Autharium within 31 days of Autharium’s receipt of the Net Price in cleared funds.

10.2       In relation to sales of your Work via retailers, distributors, agents and/or other third parties, you will receive payment from Autharium within 31 days of Autharium’s receipt of the Net Revenue in cleared funds.

10.3       At the time of making your payment, Autharium will make available to you an online statement detailing sales of your Work and all royalties to which you are entitled.

10.4       If Autharium pays you a royalty and later makes a refund or an order is cancelled, Autharium shall be entitled to set-off an equivalent sum from any future payments due to you under this Agreement.

10.5       All monies due under this Agreement are exclusive of any VAT due thereupon. If you are liable to pay VAT, Autharium requires details of your VAT registration number. Should you fail to supply a VAT registration number Autharium shall not pay VAT on any sums due under this Agreement.

10.6       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. Upon termination of the Agreement, Autharium may withhold all royalties due for a period of 6 months from the date they would otherwise be payable in order to enable it to set-off any refunds (or other set-off) that Autharium is entitled to make against royalties or other payments due to you under this Agreement.

 

11.           Copyright & Moral Rights in your Work

 

11.1       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, 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. Autharium shall use its reasonable endeavours to include in any contract with any licensee concerning any edition of your Work an undertaking that the same notice shall be printed in every edition published or further licensed by the licensee.

11.2       You hereby assert your right to be identified as the author of your Work and Autharium undertakes:

(a)           to include in every edition of your Work published by Autharium words to acknowledge that you have asserted your right under the Copyright, Designs and Patents Act 1988, to be identified as the author of your Work; and

(b)           to use all reasonable endeavours to include in any contract for volume rights with any licensee concerning any edition of your Work to be published in the United Kingdom an undertaking that a notice of assertion in the same terms shall be printed in every edition published or further licensed by such licensee.

 

12.           Infringement of Copyright

 

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 12 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.

 

13.           Removing your Work from sale

 

13.1       You may remove your Work from sale on the Website and by all our retailers, distributors, agents and other third party sellers by emailing Autharium at support@autharium.com. Within 90 days of receiving your email, Autharium will remove your Work from sale on the Website and request all our retailers, distributors, agents and other third party sellers to remove your Work from sale. If you wish to re-enable Autharium and our retailers, distributors, agents and other third party sellers to sell your Work you can re-enable sales by emailing Autharium at support@autharium.com.

13.2       Please note that your removal of your Work from sale in accordance with paragraph 13.1 above will not terminate this Agreement nor cause the exclusive digital publishing rights that you have granted to Autharium pursuant to paragraph 1 above to revert to you. You maintain copyright of the Work at all times.

13.3       If you wish to sell your Work in any Digital Form through any other publisher, distributor or means then you will need to contact Autharium at support@autharium.com to agree transfer of the digital publishing rights to your Work.

13.4       Notwithstanding your removal of your Work from sale in accordance with paragraph 13.1 above, you acknowledge and agree that Autharium shall have the right to fulfil any customer orders for any Digital Form of your Work that are pending prior to the date of your removal of your Work. Your removal of your Work will apply prospectively only and not with respect to any customers who purchased any Digital Form of your Work prior to the date of such removal.

 

14.           Term, Termination, Suspension and Reversion of Rights

 

14.1       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.

14.2       You may terminate this Agreement immediately by giving written notice to Autharium at deletions@autharium.com 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.

14.3       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.

14.4       You acknowledge and agree that, notwithstanding the termination of this Agreement in accordance with paragraphs 14.2 or 14.3 above, Autharium shall have the right to:

(a)           fulfil any customer orders for any Digital Form of your Work that are pending as of the date of such termination; and

(b)           continue to store copies of your Work in Digital Form so that it can continue to provide access to or enable re-downloads of any Digital Form of your Work by customers who have purchased a copy of any Digital Form of your Work prior to such termination.

14.5       This Agreement shall automatically terminate if and when:

(a)           a manager, receiver, or other encumbrancer takes possession of, or is appointed over the whole or any substantial part of, Autharium’s assets;

(b)           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

(c)           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).

14.6       Upon termination of this Agreement under paragraph 14.2, 14.3 or 14.5 above, but subject to the terms of paragraph 14.8 below, all rights granted herein shall revert to you without further notice, without prejudice to any rights of Autharium or of any third party in respect of contracts or negotiations properly entered into by Autharium with any such third party prior to the date of such reversion, and without prejudice to any monies already paid or then due to you from Autharium.

14.7       If your Work shall become unavailable in all editions issued by Autharium then you may notify Autharium to reissue your Work within 60 days. In the event of Autharium’s failure to do so, all of Autharium’s rights in relation to your Work shall terminate upon the expiration of such notice, without prejudice to any rights of Autharium and any third party in respect of any agreement previously entered into by Autharium hereunder with any such third party.

14.8       Notwithstanding the foregoing provisions of these Terms & Conditions, the rights you grant to Autharium pursuant to this Agreement shall not revert unless all monies owed to Autharium by you have been paid.

14.9       The terms of these Terms & Conditions which are expressly or impliedly intended to survive the termination or expiry of this Agreement shall survive such termination or expiry including this paragraph 14.9 and paragraphs 3; 9; 10; 12; 14.4; 14.8; 15; and 16.

 

15.           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 & Conditions, 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.

 

16.           General

 

16.1       In the case of joint authors, references in this Agreement to “you” shall be deemed to include all authors, who shall be jointly and severally liable under this Agreement.

16.2       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.

16.3       The Agreement between you and Autharium as set out in these Terms & Conditions is personal to you and Autharium. Consequently neither you nor Autharium may assign any of their respective rights or obligations under these Terms & Conditions 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 & Conditions: (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 & Conditions will be binding upon, enure to the benefit of, and be enforceable by the parties and their respective successors and assigns.

16.4       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.

16.5       A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each of you and Autharium.

16.6       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.  You acknowledge that the number of units of each eBook and Enhanced Edition sold via the Website will be displayed on the Website and agree that the display of such information does not constitute a breach of this paragraph 16.6.

16.7       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. 

16.8       Except where these Terms & Conditions provide otherwise, the rights, remedies and powers provided by these Terms & Conditions are cumulative and not exclusive of any rights, remedies or powers provided by law.

16.9       Any waiver of a breach of any of the provisions of these Terms & Conditions or of any default under these Terms & Conditions shall not be deemed a waiver of any other breach or default and shall not affect the other provisions of these Terms & Conditions.

16.10    If any provision of these Terms & Conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:

(a)           the legality, validity and enforceability in that jurisdiction of the remaining provisions shall be unaffected; and

(b)           the legality, validity and enforceability in any other jurisdiction of that or any other provision shall be unaffected.

16.11    Any notice given pursuant to this Agreement shall be in writing unless otherwise agreed between you and Autharium and may be served by sending it by electronic mail to the party due to receive the notice, using the email address set out below unless otherwise stated in these Terms & Conditions:

Autharium:       support@autharium.com

You:                the email address you provide as part of your registration as a member of the Website.

16.12    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.

 

 

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