Agreement for the Production, Printing, Distribution and Sale of Manuscript
I. LICENSE
1. AUTHOR RETAINS 100% OF THE RIGHTS AND COPYRIGHT LICENSES to the submitted manuscript and all other material submitted to Outskirts Press, Inc.
2. Author RETAINS ALL RIGHTS to distribute and sell the manuscript in other print and digital formats.
3. Author grants Outskirts Press a NON-EXCLUSIVE, worldwide license to distribute and sell the manuscript in print and/or digital form; author grants Outskirts Press the non-exclusive right to exhibit manuscript in part on websites or promotional materials owned by Outskirts Press; author grants Outskirts Press the non-exclusive right to store and transmit digital versions of manuscript to facilitate production, distribution, and sale of manuscript.
4. Outskirts Press will produce a book version of the manuscript, referred henceforth as “Title.” Author grants Outskirts Press the non-exclusive right to exhibit, print, and distribute any and all related materials submitted in conjunction with Title, which includes, but is not limited to, cover art, interior and exterior images and concepts, author’s photograph, summaries, quotes, testimonials, and author’s biography, and furthermore grants Outskirts Press the right to exhibit Outskirts Press logos or verbiage on any applicable submitted materials.
II. ROYALTIES & PRICING
5. AUTHOR RECEIVES 100% OF THE ROYALTIES PROFIT for each wholesale print copy sold for which Outskirts Press receives payment. Royalties profit is defined as the difference between the Base Price and the Wholesaler’s Price.
6. By default, Outskirts Press will set a recommended retail price that delivers approximately $5 of author profit, however, upon request, AUTHOR MAY REQUEST TO SET A SPECIFIC RETAIL PRICE to any price ending in .95 cents, provided the Retail Price exceeds the Wholesaler’s Price.
7. Author Discount is the difference between the Retail Price and Base Price. Author may purchase additional discounted copies of the Title from the Author’s Center, in the minimum quantity established by Outskirts Press as set out on the Outskirts Press website, for the Base Price specified by Outskirts Press for each format of Title, plus applicable shipping and handling charges. The Author’s Discounted Price is always BELOW WHOLESALE. The per-copy Base Price will remain unchanged for a minimum of three years after which the Base Price may be moderately changed every three years to reflect changes in the consumer price index. Author understands that a change in the Base Price, without adjusting the Retail Price, will affect the Author’s Royalty and Author’s Discount.
8. By default, Outskirts Press will set a recommended TRADE DISCOUNT of 25%, however, upon request AUTHOR MAY SET THEIR OWN PRICE PLAN between 25%-55%, representing the distribution incentive/trade discount for each format. The Distribution Discount (aka Trade Discount) is the percentage difference between the Retail Price (Cover Price) of the Title and the Wholesaler’s Price. The Distribution Discount selected by the author must be at least 25% in order to secure Digital Distribution for each print format. The Distribution Discount cannot exceed 55%. Digital Distribution is offered by Ingram through distribution “feeds” Ingram has acquired and as such, Ingram, not Outskirts Press, is solely responsible for offering wholesale availability of Title. Author understands that wholesalers, distributors, and retailers are under no obligation to stock, order, carry, or list every book that is published. The degree to which Digital Distribution is effective depends, in part, on the Trade Discount of the Title.
9. Outskirts Press sets the Base Price. The Base Price depends upon the total number of interior pages in the final digital file to be printed. Since the final total number of pages of the digital file cannot be known until the final digital file is formatted and approved by the author, any Base Prices or Page Counts displayed on the website or communicated via email by the Author or Author Representative are estimates until the book is printed.
10. Wholesale Book Sales are displayed in the Author’s Center on a monthly basis within 60 days following the end of the month in which the Book Sale occurred and constitute all newly printed books sold initially through LSI/Ingram, including its feeds to Amazon, Barnes & Noble, and others, where applicable. Books provided to or sold to the Author or utilized by Outskirts Press for its marketing purposes do not count toward Wholesale Book Sales.
11. Royalties are paid to Author within 90 days following the end of the calendar quarter in which Wholesale Book Sales (as defined above) occurred, once the total accrued Royalty meets or exceeds $25 for an author residing in the United States, or $100 for an author residing outside of the United States. Royalties are paid by the method established by the Author on their profile sceen (either check mailed to the Author’s address as supplied by the author in the Author’s Center, or Electronic Funds Transfer to the author's provided checking account). Checks not cashed by the Author within 90 days of issue will be cancelled by the bank and subject to a $25 administrative fee if the Author requests a replacement check. The author is responsible for maintaining a current address in the Author's Center. Any royalty check which is returned as undeliverable due to an outdated address in the Author's Center will be re-issued to the author within 90 days of the author’s request (administrative fees, defined herein, apply). Any royalties unclaimed after two years revert to Outskirts Press. An author who is a US citizen subject to US income tax must provide a valid taxpayer identification number and a complete and signed form W-9 upon request, which Outskirts Press will, in turn, provide to the United States Internal Revenue Service. Any irregularity or inaccuracies the U.S. Internal Revenue Service identifies in regard to the provided taxpayer identification number or the information provided on form W-9 will result in the non-payment of accrued royalties; so it is the author's sole responsibility to provide correct and accurate tax identification information. For foreign authors, Outskirts Press will withhold US income tax from the royalty payments made to foreign authors at the default percent applicable to foreign persons, which is currently set at 30%, unless there is a tax treaty which provides for a different withholding percent and the author both satisfies all the requirements of that tax treaty and purchases the Custom Foreign Tax Option annually, in which case the tax treaty withholding rate will be applied.
III. OUTSKIRTS PRESS SERVICES
12. Outskirts Press will make all reasonable efforts to produce, print, and distribute (as set forth for each Publishing Package and in accordance with the Author’s Selected Trade Discount) Title within 90 days of both Author’s approval to proceed with Production and Outskirts Press’ receipt of all acceptable materials required from Author in conjunction with Title. Outskirts Press is not responsible for delays caused by the author due to non-responsiveness or inability to appropriately deliver acceptable materials, nor do the days of author inactivity apply toward the timeframe set forth above. The publishing process will be terminated without refund in the event the author’s inaction or non-responsiveness prevents the publishing process from completing within 2 years from the date of final publishing package payment.
13. Outskirts Press reserves the right to reject any manuscript and/or any related material at any time prior to publication for any reason. A rejection of the manuscript or other material prior to publication for which the author is unable to provide an acceptable substitute warrants a full refund of all monies paid to Outskirts Press, provided the manuscript or other material does not violate the terms and conditions set forth in Section IV below.
14. Unless otherwise supplied by and notified in writing by the Author, Outskirts Press will design the interior pages, front cover, back cover, and spine according to professional standards, specifications, and industry best practices. Unless otherwise supplied by and notified in writing by the Author, Outskirts Press will assign a unique ISBN for each print format of Title. Outskirts Press will prepare the digital files necessary to print and distribute the Author’s manuscript in book form as set forth herein.
15. Due to the volume of books printed, it is not feasible to review each individual printed page of each book produced, and due to the one-at-a time printing process inherent in POD printing, it is not feasible to guarantee that each individual book will look identical to the next. However, all reasonable efforts are made to ensure the following: All pages are included in the book according to the author approved proof; cover is applied within 1/16” variance; binding is applied and squared to the book page block without excessive visible adhesive; book is cut square according to the Author’s selected trim size within 1/16” variance; cover and interior match the author approved proofs; print registration is within +/- 1/16” variance. Any book falling outside the scope of these specifications may be returned to the printing establishment for, and only for, a free replacement copy.
IV. AUTHOR WARRANTIES & RESPONSIBILITIES
16. Author must possess the technical means and knowledge to submit their manuscript to Outskirts Press and provide the necessary book information (title, synopsis, pricing, etc), as required for production, distribution, and sale.
17. Each January following publication, Author agrees to pay an annual digital storage and hosting fee in the amount of $25 for each print format of Title so title can continue to receive Standard Digital Distribution and availability through all the sales channels included with the Publishing Package. To avoid termination of Title, the annual storage fee must be paid within 30 days following its placement in the Author’s online shopping cart.
18. Author represents and warrants that Author is the sole owner of the manuscript and all material submitted in conjunction with Title, including all submitted cover art work, interior images, and photograph(s) of Author(s). Author represents and warrants that Author has full power and authority to enter into this agreement and to provide to Outskirts Press for reproduction and distribution all material submitted. Author represents and warrants that the submission of the manuscript and all other material, does not conflict with or violate any arrangement, understanding, or agreement between the Author and any other persons or entities. Furthermore, author represents and warrants that the manuscript and all material submitted in conjunction with Title is entirely original, free of liens, claims, or interests of any kind; is not slanderous, pornographic, obscene, libelous, or defamatory; and does not violate or infringe upon any personal or proprietary rights, including without limitation copyrights, trademarks, privacy rights, or publicity rights of other persons or entities.
19. Author represents and warrants that s/he is eighteen years of age or older. If Author is under the age of 18 years of age, then Author represents and warrants that Author’s parent or legal guardian is executing this Agreement and assuming all liability for the warranties and responsibilities set forth herein.
V. TERM & TERMINATION
20. This agreement shall remain in effect until terminated by either party as set forth in this Agreement.
21. Author may terminate this Agreement at any time with 30 days prior written notice to Outskirts Press. Upon termination by Author before Author approves production on Title, all submitted fees are refundable minus a $49 administrative fee and any other applicable fees for which work has already commenced. Upon termination by Author after Author approves production on Title, all submitted fees become non-refundable. Any accrued author Royalties will be paid as set forth in Paragraph 12.
22. Outskirts Press may terminate this Agreement at any time and immediately cease print availability of Title upon any legitimate claim that Title violates the copyright or other legal rights of any person or entity, or upon the discovery by Outskirts Press that Author has violated any of the Warranties or Representations in Section IV above. In such case, all submitted fees become non-refundable and all accrued author Royalties will be paid as set forth in Paragraph 12.
23. Outskirts Press may terminate this Agreement and immediately cease any print availability of Title upon failure of Author to pay any amounts due after 60 days notification by Outskirts Press, or upon failure of Author to respond within 30 days to Outskirts Press’ request for contact from Author. In such cases, all submitted fees become non-refundable and accrued author Royalties will be paid as set forth in Paragraph 12.
24. Outskirts Press reserves the right to terminate this Agreement during production or after publication if irreconcilable differences between the Author and Outskirts Press prevent Outskirts Press from professionally providing its services, in which case the author will receive a refund of their publishing package fee in the following amount: 100% before publication; 50% within the first year of publication; 25% within the second year of publication.
25. Upon termination, all rights granted within this agreement revert back to the author and within 30 days Outskirts Press will cease all print availability of Title and will cancel/remove the digital files of Title from LSI/Ingram, thus preventing any further printing of Title. However, Outskirts Press is not responsible for the failure of any third-party distribution, retail, or marketing sources to remove Title from listing, display, or sale.
VI. IDEMNIFICATION AND LIMITATION OF LIABILITY
26. Author shall defend, indemnify and hold harmless Outskirts Press, Inc., its parent companies, subsidiaries, and affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, actions, proceedings, damages, and expenses (including reasonable attorneys’ fees and applicable costs of in-house counsel), in connection with a breach or alleged breach of the representations and warranties made in this Agreement. This includes any and all claims of copyright or ownership infringement by publication of Title and all claims for damages caused by the negligence of Author.
27. Author acknowledges that due to the nature of the Internet, digital content may be sold in geographic territories for which neither Author nor Outskirts Press has territorial rights. Author waives any claim for damages against Outskirts Press for sales in territories for which it does not have the right to sell or distribute the digital content.
28. Any delay or failure of Outskirts Press to perform its obligations under this Agreement shall be excused if and to the extent that such delay or failure is caused by an event beyond the reasonable control of Outskirts Press, including without limitation, any act of God, act of terrorism, actions by any government authority, fires, floods, natural disasters, riots, wars, labor problems, failure of or interruptions in telecommunications or data transmission systems, or the inability to obtain materials, labor, equipment or transportation.
29. All services and products provided by Outskirts Press under this agreement are provided on an “as-is” basis. Outskirts Press does not warrant that the service or product provided will be uninterrupted or error free. Outskirts Press disclaims any and all representations and warranties, expressed or implied, including, without limitation, the implied warranties of merchantability, salability, or noninfringement of copyright. Outskirts Press’s total liability to Author or any third-party for any and all damages shall not exceed in the aggregate the amount of fees actually paid by Author to Outskirts Press during the one month period prior to Outskirts Press’ act giving rise to the liability. To the maximum extent permitted by applicable law, in no event shall Outskirts Press, its parent companies, subsidiaries, or affiliates, or any of their respective officers, directors, employees, or agents by liable for punitive, consequential, incidental, exemplary, indirect, or special damages, including without limitation damages for loss of profits, revenues, business data, or other intangibles, whether or not such damages were foreseeable and even if Outskirts Press had been advised of the possibility or likelihood of such damages.
30. All warranties and indemnifications made by Author herein shall survive termination of this Agreement and any license granted hereunder.
31. This Agreement shall be governed exclusively by and construed according to the laws of the State of Colorado, without giving effect to conflicts of law principles. Any legal action related to the terms of or obligations arising under this Agreement shall be brought in the District Court of Douglas County, State of Colorado.
By indicating your acceptance of this Agreement, you, as the Author, agree to be bound by the terms and conditions of the Outskirts Press Agreement for the Production, Printing, Distribution and Sale of Manuscript.
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