Outskirts Press Emerald Agreement for the Production and Print-on-Demand Availability 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 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 and print 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 SETS THEIR OWN RETAIL PRICE to any price ending in .95 cents, provided the Retail Price exceeds the Base Price.
6. AUTHOR SETS THEIR OWN ROYALTY by adjusting their Retail Price. When selling the title independently of Outskirts Press author receives 100% of the difference between the Retail Price and their Base Price, less shipping/handling fees. Therefore, the Author’s Royalty increases as the Retail Price increases. Likewise, the Author’s Royalty decreases as the Retail Price decreases.
7. AUTHOR SETS THEIR OWN AUTHOR DISCOUNT by adjusting their Retail Price, since the 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 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. Outskirts Press sets the Base Price. The Base Price depends upon the Publishing Package selected, the format of Title, and 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 printed, 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.
9. Since Emerald Titles are not distributed or made publically available by Outskirts Press to the public for sale, wholesale Book Sales are NOT displayed in the Author’s Center. Books provided to or sold to the Author or used by Outskirts Press for marketing purposes do not count toward Wholesale Book Sales.
10. Since Emerald Titles are not distributed or made publically available by Outskirts Press to the public for sale, Outskirts Press does not pay Royalties on Emerald books. Any Royalties reported by the Outskirts Press calculator or in communications from Outskirts Press refer to the potential profit Author can make when selling Title to a consumer for the Retail Price, less any applicable shipping/handling fees when ordering books.
VI. IDEMNIFICATION AND LIMITATION OF LIABILITY
25. 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.
26. 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.
27. 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.
28. 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.
29. All warranties and indemnifications made by Author herein shall survive termination of this Agreement and any license granted hereunder.
30. 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 Emerald Agreement for the Production and Print-on-Demand Availability of Manuscript.
III. OUTSKIRTS PRESS SERVICES
11. 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 delivery 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.
12. 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.
13. 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.
14. 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
15. 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.
16. 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.
17. 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.
18. 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
19. This agreement shall remain in effect until terminated by either party as set forth in this Agreement.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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
25. 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.
26. 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.
27. 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.
28. 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.
29. All warranties and indemnifications made by Author herein shall survive termination of this Agreement and any license granted hereunder.
30. 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 Emerald Agreement for the Production and Print-on-Demand Availability of Manuscript.
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