WHO WE ARE
Waymaker Publishing is a family operated, independent publisher, and our primary purpose is to provide an affordable and credible way for authors to share their writings with the world. Waymaker Publishing seeks to publish books that in nature are wholesome and clean. We serve a broad scope of clients and publish all types of books that are entertaining, informational, educational, edifying, beneficial, fiction, and nonfiction. We do follow biblical principles as our guidelines and therefore do not publish books that depict scenes of senualism, sexualism, perversion, porn, or books that might be considered too controversial, progressive, liberalism, left-wing politics, or unsound Bible doctrine religious books.
SERVICES AGREEMENT
This non-exclusive Services Agreement (the "Agreement") contains the complete terms and conditions that apply to your use of Waymaker Publishing, described at https://www.waymakerpublishing.com/agreement. As used in this Agreement, "we", "our" and "Waymaker Publishing" means, individually. As used in this Agreement, "you" means the person or entity accepting this Agreement. In order to use Waymaker Publishing you must:
1. AMENDMENT; NOTICE OF CHANGES
We reserve the right to change the terms and conditions contained in this Agreement, any other specific terms and conditions, or any policies or guidelines governing Waymaker Publishing, including without limitation, any of the information posted on the pages of our website www.WaymakerPublishing.com, at any time and in our sole discretion. Any changes to the Site, including terms and conditions, or policies and guidelines referenced in this Agreement, will be effective upon posting of such revisions on the Site and without notice to you. We will, however, post a notice of any changes to this Agreement on the Site for at least thirty (30) days after the changes are effective. You are responsible for regularly reviewing the Site for changes and notice of any changes. Changes to referenced policies and guidelines or any other information in any web pages may be posted without any other notice to you. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES TO THE AGREEMENT ON THE SITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE SITE, DO NOT CONTINUE TO USE THE SERVICES.
2. SUBMISSION OF CONTENT
2.1 Content Requirements
We strongly recommend that your manuscript should have been read and corrections made before sending the material. We will review your manuscript and suggest to you if you might consider having it professionally edited.
Once we receive full payment to make your book, you may send us all Content for your Book's Title at any time during the term of this Agreement. "Content" means all content you deliver to us relative to your Book, including your book's Title, all available text, images, artwork, and any trademarks, trade names, service marks, logos, commercial symbols and other designations contained in any of the foregoing.
If your manuscript contains any pictures, images, charts, or graphs, please submit those via Dropbox or via email.
We accept only digital submissions via Microsoft Word document. Please submit your complete manuscript with a cover letter according to the guidelines below to [email protected]. You will at all times retain legal title to your Book(s). However, we will not return to you any hard copy physical format materials you might provide to us.
Your electronic cover letter should include information regarding the following:
(1) Your full name.
(2) Your mailing address, phone number, and email.
(3) The Title Name you want your book published under.
(4) A one-paragraph synopsis (description) of your manuscript.
Manuscripts must be letter-quality computer generated. The manuscript should be on 8 1/2" x 11" paper size in digital form. The manuscript should be doubled-spaced, with a 1" wide margins all around. The Title of your book should be positioned on the first page. Please include a Contents page on the second page of your book. Please set your manuscript's text to the font style Times New Roman in size 12.
It is not necessary for you to register or copyright your work before publication--it is protected by law as long as it has not been published. When published, we will copyright the book in the author's name by assigning it to a unique International Standard Book Number (ISBN).
Once we receive full payment to make your book, you may send us all Content for your Book's Title at any time during the term of this Agreement. "Content" means all content you deliver to us relative to your Book, including your book's Title, all available text, images, artwork, and any trademarks, trade names, service marks, logos, commercial symbols and other designations contained in any of the foregoing.
If your manuscript contains any pictures, images, charts, or graphs, please submit those via Dropbox or via email.
We accept only digital submissions via Microsoft Word document. Please submit your complete manuscript with a cover letter according to the guidelines below to [email protected]. You will at all times retain legal title to your Book(s). However, we will not return to you any hard copy physical format materials you might provide to us.
Your electronic cover letter should include information regarding the following:
(1) Your full name.
(2) Your mailing address, phone number, and email.
(3) The Title Name you want your book published under.
(4) A one-paragraph synopsis (description) of your manuscript.
Manuscripts must be letter-quality computer generated. The manuscript should be on 8 1/2" x 11" paper size in digital form. The manuscript should be doubled-spaced, with a 1" wide margins all around. The Title of your book should be positioned on the first page. Please include a Contents page on the second page of your book. Please set your manuscript's text to the font style Times New Roman in size 12.
It is not necessary for you to register or copyright your work before publication--it is protected by law as long as it has not been published. When published, we will copyright the book in the author's name by assigning it to a unique International Standard Book Number (ISBN).
2.2 Applicable Policies and Guidelines
You agree to abide by, and all Content you provide to us under this Agreement will comply with, the payment terms, procedures, policies, and guidelines contained on our website. The procedures, policies, and guidelines contained on our website explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to our website to understand the current procedures and guidelines for use of the Services and to be sure that your Title(s) are eligible for listing via the Services.
2.3 Content Guidelines
Book Titles submitted and created by Waymaker Publishing must follow our content policy and guidelines, detailed below. Authors are expected to conduct proper research to ensure that the content within your Book is in compliance with all local, state, national, and international laws. If Waymaker Publishing determines that the content of your Book is prohibited, we may summarily remove or alter it without returning any payments you have incurred. Waymaker Publishing reserves the right to make judgments about whether or not content is appropriate.
We do not publish books that depict scenes of senualism, sexualism, perversion, porn, or books that might be considered too controversial, progressive, liberalism, left-wing politics, nor unsound Bible doctrine religious books.
Please take a moment to familiarize yourself with some examples of prohibited content:
Pornography
Pornography, nudity, X-rated images, home porn, hard-core material that depict graphic sexual acts, and amateur porn are not permitted. Graphic Book Titles and graphic descriptions are not permitted.
Offensive Material
What we deem offensive is probably about what you would expect. This includes items such as crime-scene, cruelty to animals, and extremely disturbing materials. Waymaker Publishing reserves the right to determine the appropriateness of items made and offered by us. Also, be aware of cultural differences and sensitivities. Some materials may be acceptable in one country, but unacceptable in another. Please keep in mind our global community of customers.
Illegal Items
Items sold through Waymaker Publishing must adhere to all applicable laws. This includes the sale of items by individuals outside the United States. Some items that may not be sold include any products which may lead to the production of an illegal item or illegal activity.
Plagiarism
If your manuscript contains any quotes or writings by another source, you must give credit to the source either through an End Notes section or Bibliography section at the end of your book. Plagiarism will not be tolerated and can result in imprisonment. If you have any questions or concerns in how to give appropriate credit, we will work with you to fix any concerns at $35 an hour. Or you can visit www.easybib.com for free assistance. If Waymaker Publishing learns of any plagiarism in your book, we will immediately remove the Book from all book distributors databases, our services and our website. The Author will be liable for all fees, punishments and consequences that may arise out of the illegal choice to plagiarize another's work.
Items that Infringe Upon an Individual's Privacy
Waymaker Publishing holds personal privacy in the highest regard. Therefore, items that infringe upon, or have potential to infringe upon, an individual's privacy are prohibited. Additionally, the sale of marketing lists (bulk e-mail lists, direct-mail marketing lists, etc.) is prohibited.
Recopied Images
Copies, duplicates, or transfers of images, pictures, graphs, charts, etc. are prohibited.
Rights of Publicity
Celebrity images and/or celebrity names cannot be used for commercial purposes without permission of the celebrity or their management. This includes product endorsements and merchandise as well as unauthorized celebrity image collections.
Public Domain and Other Non-Exclusive Content
Some types of content, such as public domain content, may be free to use by anyone, or may be licensed for use by more than one party. We will not accept content that is freely available on the web unless you are the copyright owner of that content. For example, if you received your content from a source that allows you and others to re-distribute it, and the content is freely available on the web, we will not accept it to be included in your Book. We do accept public domain content, however we may request that you provide proof that your submitted material is actually in the public domain and may choose to not sell a public domain title if its content is undifferentiated or barely differentiated from one or more books already available through our service or available through other retail sites.
All content must be original or you must have the authorized rights from the owner of the content that they give you permission to use the content in your Book. An owner may be a business, organization, or person(s). If any content depicts an identifiable person, you must have the rights to use their image. If the content is not in the public domain, but you have the rights necessary to use it in your book, please provide any documentation or other evidence which demonstrates proof of your rights. If you determine that content in your book is in the public domain or is owned by another party, please provide the information listed below: (a.) The initial publication date and original country of publication; (b.) The first and last name of each author and translator, including the dates of death; (c.) The URL to the online resource(s) used to obtain this information.
We do not publish books that depict scenes of senualism, sexualism, perversion, porn, or books that might be considered too controversial, progressive, liberalism, left-wing politics, nor unsound Bible doctrine religious books.
Please take a moment to familiarize yourself with some examples of prohibited content:
Pornography
Pornography, nudity, X-rated images, home porn, hard-core material that depict graphic sexual acts, and amateur porn are not permitted. Graphic Book Titles and graphic descriptions are not permitted.
Offensive Material
What we deem offensive is probably about what you would expect. This includes items such as crime-scene, cruelty to animals, and extremely disturbing materials. Waymaker Publishing reserves the right to determine the appropriateness of items made and offered by us. Also, be aware of cultural differences and sensitivities. Some materials may be acceptable in one country, but unacceptable in another. Please keep in mind our global community of customers.
Illegal Items
Items sold through Waymaker Publishing must adhere to all applicable laws. This includes the sale of items by individuals outside the United States. Some items that may not be sold include any products which may lead to the production of an illegal item or illegal activity.
Plagiarism
If your manuscript contains any quotes or writings by another source, you must give credit to the source either through an End Notes section or Bibliography section at the end of your book. Plagiarism will not be tolerated and can result in imprisonment. If you have any questions or concerns in how to give appropriate credit, we will work with you to fix any concerns at $35 an hour. Or you can visit www.easybib.com for free assistance. If Waymaker Publishing learns of any plagiarism in your book, we will immediately remove the Book from all book distributors databases, our services and our website. The Author will be liable for all fees, punishments and consequences that may arise out of the illegal choice to plagiarize another's work.
Items that Infringe Upon an Individual's Privacy
Waymaker Publishing holds personal privacy in the highest regard. Therefore, items that infringe upon, or have potential to infringe upon, an individual's privacy are prohibited. Additionally, the sale of marketing lists (bulk e-mail lists, direct-mail marketing lists, etc.) is prohibited.
Recopied Images
Copies, duplicates, or transfers of images, pictures, graphs, charts, etc. are prohibited.
Rights of Publicity
Celebrity images and/or celebrity names cannot be used for commercial purposes without permission of the celebrity or their management. This includes product endorsements and merchandise as well as unauthorized celebrity image collections.
Public Domain and Other Non-Exclusive Content
Some types of content, such as public domain content, may be free to use by anyone, or may be licensed for use by more than one party. We will not accept content that is freely available on the web unless you are the copyright owner of that content. For example, if you received your content from a source that allows you and others to re-distribute it, and the content is freely available on the web, we will not accept it to be included in your Book. We do accept public domain content, however we may request that you provide proof that your submitted material is actually in the public domain and may choose to not sell a public domain title if its content is undifferentiated or barely differentiated from one or more books already available through our service or available through other retail sites.
All content must be original or you must have the authorized rights from the owner of the content that they give you permission to use the content in your Book. An owner may be a business, organization, or person(s). If any content depicts an identifiable person, you must have the rights to use their image. If the content is not in the public domain, but you have the rights necessary to use it in your book, please provide any documentation or other evidence which demonstrates proof of your rights. If you determine that content in your book is in the public domain or is owned by another party, please provide the information listed below: (a.) The initial publication date and original country of publication; (b.) The first and last name of each author and translator, including the dates of death; (c.) The URL to the online resource(s) used to obtain this information.
3. SERVICES
3.1. General
Once you have provided to us all the required information, and delivered Content, and have paid us any applicable fees, you are eligible for us to make your manuscript into a book, and in addition, we facilitate the distribution of your Book Title (including your Content), the listing of your Book Title on the Amazon Site, Barnes & Noble Site, and other sales channels.
"Amazon Site" means the web site whose primary home page is identified by the URL www.amazon.com (and any successor or replacement web site), websites operated by them or their affiliates primarily targeted at customers outside the US, and any other web sites maintained by or for us or our affiliates.
"Barnes & Noble Site" means the web site whose primary home page is identified by the URL www.barnesandnoble.com or www.bn.com (and any successor or replacement web site), websites operated by them or their affiliates primarily targeted at customers outside the US, and any other web sites maintained by or for us or our affiliates.
"Amazon Site" means the web site whose primary home page is identified by the URL www.amazon.com (and any successor or replacement web site), websites operated by them or their affiliates primarily targeted at customers outside the US, and any other web sites maintained by or for us or our affiliates.
"Barnes & Noble Site" means the web site whose primary home page is identified by the URL www.barnesandnoble.com or www.bn.com (and any successor or replacement web site), websites operated by them or their affiliates primarily targeted at customers outside the US, and any other web sites maintained by or for us or our affiliates.
3.2. Ordering Your Own Book Titles
You may order copies of your own Book Title from us, and if you do so, we will have your book order processed and shipped from a third party company of our choice to the mailing address specified by you. You may order copies of your Book Title at a unique webpage that only the primary Author(s) of the Book Title shall be given.
3.3. Ancillary Services
We offer certain ancillary Services, which are described on the Site. Some of our ancillary Services may have additional terms and conditions that apply only to those Services. Using Services that have additional terms and conditions constitutes your agreement to those terms and conditions. We reserve the right to discontinue or alter the terms of these Services at any time.
4. TITLES
4.1 Content Rejection and Removal
We may, in our sole discretion, at any time, and without notice to you (a) reject Content; or (b) remove, or refuse to list or distribute any Content on or from our website or any sales channel. You will remain liable for all fees and other amounts that you may owe under this Agreement in connection with any Book Title or Content we remove because of a violation of this Agreement or our Content Guilelines in Section 2.3. You may withdraw your Book Title from Waymaker Publishing at any time by notifying us in written form and paying the termination fee of $1,000.00, but we will have 60 days from the date of a Title's withdrawal (or termination of this Agreement) to remove all applicable Content from our website. However, we may fulfill any customer orders pending as of the date we remove such Title from Waymaker Publishing. If we request that you provide additional information relating to your Content, such as information confirming that you have all rights required to permit our distribution of the Content, you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Content and the accuracy of the information or documentation you provide to us with respect to those rights.
4.2 Pricing; Legal Title
We or our affiliates will be the seller of record for each physical product of your Title (each, a "Unit") to a customer (each, a "Customer") we or our affiliates sell through any sales channels, such as Amazon.com, NASCORP book distributor, etc. To the extent permissible under applicable local laws, retailers have sole and complete discretion to set the retail price at which your Titles are sold on their websites or inside their physical stores. You will provide a List Price for each Title through which you elect to distribute your Title, which will be at or below the suggested retail price at which you list such title in physical form through any distribution method. For the purpose of this Agreement, "List Price" means the suggested retail price that you submit to us per individual Title, which retailers will use to calculate the retail price of the Title subject to applicable local laws. Please note that you may update the List Price for your Title(s) at any time in accordance with the Submission Requirements, but it may take as long as 60 days for the list price to be updated in retailer's databases.
4.3 Customer Returns and Refunds
We will determine how to handle Customer returns of Units, which may include, without limitation (a) in the case of physical Units, placing the returned copy of the Unit into inventory and reselling it to another Customer, in which case we will have no obligation to pay you any royalty for the resale of such Unit (because we paid, or will pay, you for the original sale of such Unit); or (b) destroying the Unit and calculating amounts due to you net of the royalty we previously paid for the destroyed return. We reserve the right to prohibit returns under any circumstances. If a Unit is returned and we have already paid you a royalty on the returned Unit, we may offset the amount of the royalty we previously paid you for that returned Unit against future royalties, or require you to remit to us the amount of the royalty we paid to you for the returned Unit. If, after a period of time, you have not taken advantage of Services you have purchased, we may, in our sole discretion, refund your payment for those Services.
5. FEES; TAXES
5.1 Fees
You will pay us all applicable fees, as specified in our Price List on our prices pages of our website.
For any Unit sold to a Customer, we will pay you the applicable royalty based on the List Price of the Unit: (a) within 60 days after the end of the month in which the Unit sold for physical Units sold through the Amazon Properties; and (b) within 90 days after the end of the month in which the Unit is sold for physical Units sold through other retailer distributions.
All payments will be made via check in U.S. currency. If you have amounts payable hereunder upon the termination of this Agreement, then we may set off such amounts against any payment then payable to you, or you will immediately pay any such amounts. For purposes of calculating your royalty, a sale of a Unit will be deemed to have taken place at the time that we or our affiliates manufactures a physical Unit on demand.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with this Agreement may result in disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with this Agreement for the shorter of: (a) a period of 120 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any of your actions and/or performance in connection with this Agreement. Additionally, if a third party asserts that you did not have all rights required to make your Content available using our Services we may hold all royalty due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to your Content, we will not owe you a royalty for that Content and we may offset any royalty that were previously paid against any future royalty, or require you to remit them to us. If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit any royalty not yet paid to you.
All statements and other accountings will be conclusive, final and binding, unless you give us written notice stating the specific basis for objection within one year after the date the payment was rendered. You will not maintain any action or proceeding against us or our affiliates in respect of any disputed statement unless you commence that action or suit against us within 6 months following the date that you provide us with the written notice referred to in the immediately preceding sentence.
For any Unit sold to a Customer, we will pay you the applicable royalty based on the List Price of the Unit: (a) within 60 days after the end of the month in which the Unit sold for physical Units sold through the Amazon Properties; and (b) within 90 days after the end of the month in which the Unit is sold for physical Units sold through other retailer distributions.
All payments will be made via check in U.S. currency. If you have amounts payable hereunder upon the termination of this Agreement, then we may set off such amounts against any payment then payable to you, or you will immediately pay any such amounts. For purposes of calculating your royalty, a sale of a Unit will be deemed to have taken place at the time that we or our affiliates manufactures a physical Unit on demand.
If we reasonably conclude based on information available to us that your actions and/or performance in connection with this Agreement may result in disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with this Agreement for the shorter of: (a) a period of 120 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any of your actions and/or performance in connection with this Agreement. Additionally, if a third party asserts that you did not have all rights required to make your Content available using our Services we may hold all royalty due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Guidelines with regard to your Content, we will not owe you a royalty for that Content and we may offset any royalty that were previously paid against any future royalty, or require you to remit them to us. If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines, you forfeit any royalty not yet paid to you.
All statements and other accountings will be conclusive, final and binding, unless you give us written notice stating the specific basis for objection within one year after the date the payment was rendered. You will not maintain any action or proceeding against us or our affiliates in respect of any disputed statement unless you commence that action or suit against us within 6 months following the date that you provide us with the written notice referred to in the immediately preceding sentence.
5.2 Bad Debt
We will be entitled to an adjustment to payments made to you for any amounts ultimately not collected because of fraudulent credit card use or bad debt, in an amount equal to the payment otherwise payable to you in connection with such purchase.
5.3 Taxes
5.3.1 Payments to You.
5.3.1 Payments to You.
For the purposes of this paragraph, the term "Transaction Taxes" means sales/use, value added, or transaction taxes and other charges such as duties, customs and government imposed surcharges. You will be responsible for determining taxes you owe on payments you receive under this Agreement. To the extent payments to you are subject to any Transaction Taxes, (a) payment includes all applicable Transaction Taxes, and (b) you will supply us with a valid tax invoice separately stating such Transaction Taxes if required by law. In return, we will provide you with any applicable exemption certificate acceptable to the relevant taxing authority that we possess, in which case you will not collect the Transaction Taxes covered by such certificate. If any other taxes (for example, international withholding taxes) are required to be withheld on any payment, we will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority.
5.3.2 Your Payments to Us
All fees payable by you to us pursuant to this Agreement exclude Transaction Taxes. In addition to amounts owed by you pursuant to this Agreement, you will pay us any Transaction Taxes we are required to collect on such fees. If we charge you Transaction Taxes, you may provide us with a valid exemption certificate acceptable to the relevant taxing authority, in which case we will not collect the Transaction Taxes covered by such certificate. All fees payable by you to us under this Agreement will be made without setoff and without deduction or withholding for, or on account of, any present or future tax.
6. LICENSES; OWNERSHIP; FEEDBACK
6.1 Content
Subject to your retained control and ownership of your Content as described in Section 6.4, in order to enable us to provide you with the Services on your behalf, you grant to us a nonexclusive license, during the term of this Agreement, to (a) create digital versions of Content you provide in nondigital format; (b) create a digitized version of the Content that we will use to create a Unit (each, a "Source File"); (c) with respect to Books, print, distribute and sell your Book through various sales channels, (d) reformat, reproduce, and distribute your Content through various sales channels in digital form on physical media, (e) distribute, display, transmit, perform and use the Promotional Clips (if any) and the Descriptive Materials for promotional purposes; and (f) create Packaging Materials from the Descriptive Materials.
We may give retailers access to integrate the Descriptive Materials into their websites, advertisements, and marketing materials, and your Descriptive Materials may appear in several places. By way of example and not limitation, the Descriptive Materials may appear on on-line product detail pages, in search results, in customer browsing and buying history, and in routine, automated and community-driven merchandising features such as recommendations and "Listmania." Retailers use of the Descriptive Materials may become integral in their marketing materials, advertisements, and on the internet throughout the term of this Agreement and will continue beyond the term of this Agreement even though we will no longer produce or sell new Units after the term of this Agreement. Therefore, notwithstanding anything to the contrary herein, for Descriptive Materials and Promotional Clips, the license you grant us in Section 6.1(e) will be perpetual and royalty-free. For preprinted inventory of your Units, we may distribute and sell your Units through various sales channels until we have sold all Units that we created during the term of this Agreement.
You agree that we and our affiliates may include your written Title(s) in the Amazon.com Search Inside Program, which enables visitors to view, search, and "page browse" through your written Titles. Accordingly, for each of your written Titles you hereby grant us permission, on a nonexclusive, perpetual basis, to (a) reproduce and store the entirety of each Title in digital form on one or more computer facilities of or under the control of us or our affiliates or our independent contractors; (b) extract factual information from your written Titles, such as character names, statistically improbable phrases and capitalized phrases, and display such information to visitors to any Amazon Property; and (c) to display portions of each Title on the Amazon Properties so that a user will be able to (i) use queries to locate, select and display excerpts that include the search terms for every occurrence of the search terms; and (ii) view a limited number of pages within a Title during any single session.
You further grant us permission to cause such transmission, reproduction and other use of the Content as mere technological incidents to and for the limited purpose of technically enabling the rights licensed to us under this Agreement (including, but not limited to, caching to enable display and transfer and encoding supplemental copies of Titles in alternate formats). So long as we pay you the applicable royalty upon the manufacture of your Book, we may print a reasonable number of copies of any Book to hold in our inventory. We may destroy inventory at any time without obligation to you.
You grant us the rights set forth in this Section 6.1 on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Title, then the territory for the sale of that Title will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
We may give retailers access to integrate the Descriptive Materials into their websites, advertisements, and marketing materials, and your Descriptive Materials may appear in several places. By way of example and not limitation, the Descriptive Materials may appear on on-line product detail pages, in search results, in customer browsing and buying history, and in routine, automated and community-driven merchandising features such as recommendations and "Listmania." Retailers use of the Descriptive Materials may become integral in their marketing materials, advertisements, and on the internet throughout the term of this Agreement and will continue beyond the term of this Agreement even though we will no longer produce or sell new Units after the term of this Agreement. Therefore, notwithstanding anything to the contrary herein, for Descriptive Materials and Promotional Clips, the license you grant us in Section 6.1(e) will be perpetual and royalty-free. For preprinted inventory of your Units, we may distribute and sell your Units through various sales channels until we have sold all Units that we created during the term of this Agreement.
You agree that we and our affiliates may include your written Title(s) in the Amazon.com Search Inside Program, which enables visitors to view, search, and "page browse" through your written Titles. Accordingly, for each of your written Titles you hereby grant us permission, on a nonexclusive, perpetual basis, to (a) reproduce and store the entirety of each Title in digital form on one or more computer facilities of or under the control of us or our affiliates or our independent contractors; (b) extract factual information from your written Titles, such as character names, statistically improbable phrases and capitalized phrases, and display such information to visitors to any Amazon Property; and (c) to display portions of each Title on the Amazon Properties so that a user will be able to (i) use queries to locate, select and display excerpts that include the search terms for every occurrence of the search terms; and (ii) view a limited number of pages within a Title during any single session.
You further grant us permission to cause such transmission, reproduction and other use of the Content as mere technological incidents to and for the limited purpose of technically enabling the rights licensed to us under this Agreement (including, but not limited to, caching to enable display and transfer and encoding supplemental copies of Titles in alternate formats). So long as we pay you the applicable royalty upon the manufacture of your Book, we may print a reasonable number of copies of any Book to hold in our inventory. We may destroy inventory at any time without obligation to you.
You grant us the rights set forth in this Section 6.1 on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Title, then the territory for the sale of that Title will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
6.2 Ownership
Subject to the licenses set forth in this Section 6 and the following sentence, and as between the parties, you retain all right, title and interest in and to the Content, including all patent, copyright, trademark, service mark, mask work, moral right, trade secret or other intellectual property or proprietary right (collectively, "Intellectual Property Rights") therein. Subject to your underlying rights in the Content, as between the parties, we will own all right, title and interest in and to the templates and other materials created, provided or used by us in our performance under this Agreement (including Source Files and Packaging Materials), including all Intellectual Property Rights therein.
6.3 Cover Images
We may agree to provide you a file containing an image of the cover of your Title ("Cover Image"). Contingent upon your receipt of such Cover Image, we hereby grant you, during the term of this Agreement, a worldwide, royalty-free right to use the Cover Image for any lawful purpose related to promoting your Title.
6.4 Feedback
Any feedback, ideas, modifications, suggestions, improvements and the like made by you with respect to the Services, the Site, anything on the Site (including current or future features), or any beta program we are running ("Feedback") will be our property. You agree to assign, and hereby assign, all right, title and interest worldwide in the Feedback and the related Intellectual Property Rights to us and agree to assist us, at our expense, in perfecting and enforcing such rights. We may disclose or use Feedback for any purposes whatsoever without any obligation (including any financial obligation) to you. In addition, if you are participating in a beta program, you agree to provide us with any reports we request and to promptly respond to any and all reasonable inquiries, questionnaires, surveys and other test documents we submit to you.
7. Representations and Warranties
You acknowledge we simply make your book for you, and provide your Book Title access to the world.
You acknowledge that Waymaker Publishing does not own the your Book Title nor the Content within your Book Title. You acknowledge that Waymaker Publishing only is the maker of your book and the facilitator for your book to be sold through various sales channels. You represent and warrant that you will bear the full and ultimate responsibility for the publication and general distribution of your Title(s) (including your Content). You further represent and warrant that (a) you will comply with all laws, rules, regulations and orders of any governmental authority having jurisdiction over your performance hereunder as applicable in each country [including any local legal requirements with respect to your publication of your Title(s), such as making any necessary notifications and filings of copies of your Title(s)] (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; (c) prior to your delivery of Content to us you have or have obtained all rights, clearances and permissions to grant the licenses you grant hereunder that are necessary for us to exercise the rights you grant under this Agreement without any further payment obligation by us, including all necessary publishing and public performance rights in the Content and the Promotional Clips; (d) you are granting us the rights, licenses and authorizations you grant hereunder free and clear of any encumbrances, and this Agreement does not violate or conflict with any other arrangements, understandings or agreements between you and any third party; (e) the Content (and our use thereof) is not defamatory, libelous, obscene, or otherwise illegal, does not invade any right of privacy, and does not infringe upon any Intellectual Property Right or right of publicity of any person or entity, and any recipe, formula, or instruction contained in the Content is accurate and is not injurious to the user; (f) the Content complies with all aspects of the Content Guidelines, as such may be updated from time to time; and (g) you are and will be solely responsible for accounting and paying any co-owners or co-administrators of any Content any royalties with respect to the uses of the Content permitted hereunder and their respective shares, if any, of any monies payable hereunder. You will pay (i) all royalties and other income due to copyright owners, record royalty participants and under any applicable collective bargaining agreements relating to the Titles, and (ii) all royalties and other income due to authors, copyright owners or administrators and/or other royalty participants in any compositions embodied in the Titles.
You acknowledge that Waymaker Publishing does not own the your Book Title nor the Content within your Book Title. You acknowledge that Waymaker Publishing only is the maker of your book and the facilitator for your book to be sold through various sales channels. You represent and warrant that you will bear the full and ultimate responsibility for the publication and general distribution of your Title(s) (including your Content). You further represent and warrant that (a) you will comply with all laws, rules, regulations and orders of any governmental authority having jurisdiction over your performance hereunder as applicable in each country [including any local legal requirements with respect to your publication of your Title(s), such as making any necessary notifications and filings of copies of your Title(s)] (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; (c) prior to your delivery of Content to us you have or have obtained all rights, clearances and permissions to grant the licenses you grant hereunder that are necessary for us to exercise the rights you grant under this Agreement without any further payment obligation by us, including all necessary publishing and public performance rights in the Content and the Promotional Clips; (d) you are granting us the rights, licenses and authorizations you grant hereunder free and clear of any encumbrances, and this Agreement does not violate or conflict with any other arrangements, understandings or agreements between you and any third party; (e) the Content (and our use thereof) is not defamatory, libelous, obscene, or otherwise illegal, does not invade any right of privacy, and does not infringe upon any Intellectual Property Right or right of publicity of any person or entity, and any recipe, formula, or instruction contained in the Content is accurate and is not injurious to the user; (f) the Content complies with all aspects of the Content Guidelines, as such may be updated from time to time; and (g) you are and will be solely responsible for accounting and paying any co-owners or co-administrators of any Content any royalties with respect to the uses of the Content permitted hereunder and their respective shares, if any, of any monies payable hereunder. You will pay (i) all royalties and other income due to copyright owners, record royalty participants and under any applicable collective bargaining agreements relating to the Titles, and (ii) all royalties and other income due to authors, copyright owners or administrators and/or other royalty participants in any compositions embodied in the Titles.
8. INDEMNIFICATION; MAINTENANCE OF RIGHTS
8.1 Indemnification
You will indemnify, defend and hold us and our affiliates (and the respective employees, directors, members, managers and representatives of each) and any operator of a Waymaker Publishing harmless from and against any and all claims, judgments, damages and expenses (including without limitation reasonable attorneys' fees) (collectively, "Claims") arising out of any breach or alleged breach by you of the terms of this Agreement, including without limitation the terms contained within our website www.WaymakerPublishing.com.
8.2 Maintenance of Rights
You will not do anything to intentionally prejudice the rights granted hereunder, but in the event that you lose any rights or other licenses, consents or permissions relating to a specific Title that are necessary for you to grant the rights you grant to us hereunder, or you receive notice of a third-party claim relating to a Title which you reasonably deem to be of concern, you will immediately contact us to remove such Title from our Services and our website. Notwithstanding the foregoing, you will use commercially reasonable efforts to maintain the rights to the Content that you provide to us under this Agreement. Without limiting our rights or remedies under this Agreement, you will reimburse us for any refunds we make to Customers as a result of the withdrawal of a Title under this Section. For the avoidance of doubt, nothing in this Section 8.2 is intended to relieve you of your indemnification obligation regarding Claims set forth in Section 8.1 above.
9. DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY
THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT; (B) THAT THE SERVICES OR OUR WEBSITE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES. WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OUR WEBSSITE, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
10. TERM; TERMINATION
This Agreement will remain in effect until terminated in accordance with this Section. You may terminate this Agreement at any time by giving written notice to us and paying the termination fee of $1,000.00, and we may terminate this Agreement at any time by sending you an e-mail notice at the e-mail address you provided to us. Our notice of such termination will be effective at the time we send you the notice. Upon termination, you will pay us whatever fees were incurred prior to the date of the termination. Also upon termination: (a) we may fulfill any Customer orders pending as of the date of termination; and (b) we may continue to maintain digital copies of your Content in order to provide "refresh" copies or otherwise support customers who have purchased a Title prior to termination. Upon termination, we may set off against any payments to be made to you, an amount determined by us to be adequate to cover any disputes, chargebacks and refunds from your account for a prospective four-month period. At the end of such four-month period following termination, we will refund any amount not used to offset chargebacks and refunds to you, or seek reimbursement from you via any of the means authorized in Section 5.1 above for any additional amount required to offset chargebacks and refunds, as applicable.
11. RELATIONSIHP OF PARTIES
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would reasonably contradict anything in this Section or Agreement.
12. NO GRANT OF LICENSE BY US
For the avoidance of doubt, we do not hereby grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names (collectively, the "Waymaker Publishing").
13. USE OF OUR NAME
You may only use our name Waymaker Publishing for temporary marketing of your book, for the sole purpose of issuing any press release or other activity that may be considered promotional or marketing related.
14. DISPUTES; GOVERNING LAW
Any dispute or claim relating in any way to this Agreement, your visit to WaymakerPublishing.com or our Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The United States Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies. You may bring any such suit for injunctive remedies only in the courts of the State of Ohio, USA. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of Ohio, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us relating to this Agreement or the Services.
