Plan 1 - Distribution
Author Address: , , ,
THIS AGREEMENT is made on this date (logged as payment of services date)
This contract (“Contract”) is entered into by Fictionwide, a publishing service provider and subsidiary of Totally Entwined Group Limited, and you, the author accountable for any works owned by you.
IT IS AGREED as follows:
In this Agreement, unless the context requires otherwise,
1.1 words and expressions that are defined in the Copyright, Designs and Patents Act 1988 shall bear the same meanings in this Agreement;
1.2 words importing the singular number shall include the plural and vice versa;
1.3 words importing any particular gender shall include all other genders;
1.4 references to persons shall include bodies of persons, whether corporate or incorporate;
1.5 words importing the whole shall be treated as including a reference to any part of the whole;
1.6 the headings do not affect the interpretation of this Agreement
1.7 definitions shall have the meaning given to them as set out in the Schedule A attached to this Agreement.
You have entered into an agreement with Fictionwide to provide you with book related services.
You have agreed the following terms in relation to the services you have purchased from Fictionwide.
The initial title of the Work is : , : , : , : , : .
Fictionwide is a publishing service provider which enables you to create, and sell fiction works you hold the copyright to, either as an eBook, as a physical print-on-demand book (POD), or as an audio book. Towards this end, Fictionwide offers you a digital sales platform and channel partners, as well as several publishing services and Author services to improve the quality and promote the sales of your Work.
4. RIGHTS TO THE WORK
4.1 Any publication services you choose to purchase from Fictionwide are services enabling and helping you to create and sell your Work. Fictionwide is not the Publisher, consequently, the copyright and/or any intellectual property or proprietary rights pertaining to the Work are not transferred to Fictionwide at any time. You retain full rights to your Work.
4.2 Fictionwide and its contracted partners are granted a limited, non-exclusive and non-transferable right and licence to use the Content, including cover, marketing images and first chapter material, to exercise its rights hereunder, including without limitation the right and licence to display, distribute, reproduce and store the Content on Fictionwide on-premises systems and off-site systems operated by third party service providers.
4.2. By entering into this Contract, you confirm that you own full rights to the Work and that you therefore have the right to enter into this Contract.
5. CHANGE OF SERVICE PROVIDER
Fictionwide works in conjunction with other service providers in order to provide you with access to a full range of publishing, marketing, advertising, art, editorial, distribution and sales services. Fictionwide reserves the right, at any time and for any reason, to change any service provider without giving notice to you, provided that there is no change in the applicable terms and conditions as set out in this Contract.
6.1. Grant of Rights The Author hereby appoints Fictionwide as its non-exclusive distributor to resell, distribute and make available the Digital and Print Titles through the Authorised Channels. Fictionwide shall also be entitled to exercise such ancillary digital rights as are reasonably necessary to effect the intent of the foregoing and in order to utilise the relevant technology, including the right to reproduce, adapt, convert, cache, encode, encrypt, decrypt, transmit, make available and otherwise exploit the Digital and Print Titles in preparation for distribution.
6.2. As additional distribution channels are added to the Fictionwide offering, the Author’s content will automatically be distributed to these new channels, thus increasing retail reach for the Author.
6.3. For clarification on any Intellectual Property or copyright issues, please see clause 4.1.
7. ROYALTIES & PAYMENTS
7.1. Fictionwide shall pay any digital Royalties and Print on Demand Royalties calculated as being due to the Author generally the first week day of each accounting month to the PayPal or Wise bank account nominated by the Author.
Fictionwide will cooperate with the Author to provided additional information relating to sales of the Work in the event of a query by the Author.
The Author shall be paid Royalties by Fictionwide as follows:
7.1. From the sale of all eBook, Printed Book and Audio Book editions of the Work sold through Fictionwide’s distribution and channel partnerships: 90% of Net Sales.
7.2. In the event that Fictionwide withholds or deducts an amount from the Royalties due to the Author, Fictionwide shall provide a reason and make this clear in the account.
7.3. In the event that the Author wishes their Royalties to be paid to an agent acting on their behalf, they are responsible for providing full written details of the agent to Fictionwide, and Fictionwide will accept no ongoing responsibility for the Royalties after they have been paid to the Author’s nominated agent.
7.4. Fictionwide shall keep professional, comprehensive and complete records of all dealings of any nature, disposal or transfer in respect of the Work. Fictionwide shall co-operate fully with the Author in any audit and assist in providing such information as the Author may request to establish whether there are any errors or omissions and to fully audit the accounts. The Author will be responsible for any costs associated with such an audit.
8. PROMOTIONAL USE OF FILES
8.1 You give Fictionwide and its distribution partners the right to use parts of the Work in promoting the Work and may, without limitation, market and promote your books by making chapters or portions of your books available to prospective customers without charge, and by permitting prospective customers to see excerpts of your books in response to search queries.
8.2 Fictionwide will not owe you any fees for any marketing or promotional efforts. You acknowledge that Fictionwide has no obligation to market, distribute, or offer for sale any book, or to continuing marketing, distributing or selling a book after we have commenced doing so.
9.1 Fictionwide reserves the right not to accept any particular Work submitted by you at Fictionwide's sole discretion.
9.2 Fictionwide will not return to you any electronic files or physical content or media you deliver to Fictionwide.
You (The Author) and Fictionwide shall not disclose to any third party any confidential business or future plans of the other party at any time acquired during the existence of this Agreement and no reference is to be made about the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other party. In the event that you and Fictionwide agree to make a joint statement to the press concerning this Agreement, an agreed press release shall be issued in a manner to be agreed.
11. AMENDMENTS AND ALTERATIONS
This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. Fictionwide reserves the right to alter the terms, prices and other conditions and details pertaining to the Fictionwide service at any time. These changes will never, however, affect the terms and conditions pertaining to any on-going service that has already been paid for by you. We will give you notice of the changes with a revision date by sending an email to the email address registered in your account.
12. INDEMNITIES & DISCLAIMERS
12.1 Fictionwide shall not be liable for misuse or unlawful distribution of Works by any customer, consumer or other third party.
12.2 Fictionwide cannot be held responsible for guaranteed sales for any book whether marketing and advertising packages have been purchased or not.
12.3 You agree to indemnify and keep Fictionwide indemnified against any action, claim, proceedings, demands, loss, damage or injury and any costs or reasonable legal expenses incurred, including any matter settled on the advice of counsel, by Fictionwide as a result of any breach or alleged breach by the you of the your obligations under this Agreement.
12.4 If Fictionwide wishes to assert Fictionwide’s right to be indemnified Fictionwide must:
12.4.1 promptly notify you of any claim or legal proceedings which have arisen and shall make no admission or offer of settlement; and
12.4.2 consult you with regards to any proposed steps to be taken in connection with any settlement.
If you are unsatisfied with the quality of service you have received from Fictionwide, you are encouraged to contact Fictionwide customer service. Fictionwide is proud of the quality of service provided by its professional staff, service providers and freelancers, and will make every attempt to get to the bottom of any problem you may have. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances, that affected party shall be entitled to a reasonable extension of the time for performing such obligations.
Means the period shown below commencing on the Initial Distribution Date.
Author must give thirty (30) days written notice to Fictionwide at any time. This notice period is to give Fictionwide sufficient time to remove the book and files from its own system and any channel partner sites.
This Agreement shall start on the Commencement Date and shall continue until the end of the Term, where such Term applies.
Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Contract.
16. APPLICABLE LAW AND JURISDICTION
This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England.
Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
17. ENTIRE AGREEMENT
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Contract.
If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. THIRD PARTY RIGHTS
No one other than a party to this Contract shall have any right to enforce any of its terms.
21. NO PARTNERSHIP OR AGENCY
Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Fictionwide reserves the right to block you from using the service or to remove your Works from the service at any time, if you do not follow the terms of this Contract, or in any other way act in a manner Fictionwide considers harmful. Fictionwide has the right to remove any Works from the Fictionwide database that Fictionwide considers harmful.
Fictionwide reserves the right to alter the terms, prices and other conditions and details pertaining to the Fictionwide service at any time. These changes will never, however, affect the terms and conditions pertaining to any on-going service that has already been paid for by you.
23. FORCE MAJEURE
In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of you, the Author, or Fictionwide, including without limitation, ill health of you, war, industrial action, floods or Acts of God, strikes, labour disturbances, revolutions, embargoes, insurrection, governmental orders or regulations, electrical or computer failure, act of, delays or failure to act by any internet service provider or carrier or agent Fictionwide may use, systems, telecommunication companies and other entities of similar purpose, or any other conditions beyond the control of Fictionwide. Then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. The time stipulated for the performance and fulfilment of such obligations shall be extended for a period equal to that during which the circumstances of force majeure last.
24.1 In the event of any dispute or disagreement arising out of or in connection with this Agreement or any breach thereof ('a Dispute') the Parties agree first to use their reasonable endeavors to negotiate in good faith a settlement of such dispute.
24.2 To this end, at any time after a Dispute has arisen either party may serve upon the other notice to commence a mediation to settle the Dispute. On receipt of such notice either party may within seven days notify IDRS Dispute Resolution Service (“the Appointing Authority”) and request that a mediator be appointed. Any such mediation shall be conducted in accordance with the agreed procedural rules of the Appointing Authority. The mediation shall be deemed to have commenced upon the notification to both parties in writing of the appointment of a mediator by the Appointing Authority and upon written confirmation having been received by the parties of the mediator's acceptance of the appointment.
24.3 If at any time after 30 days from the commencement of the mediation no settlement has been achieved either party may refer the dispute to ADR (Alternative Dispute Resolution) in accordance with this clause. Neither party shall be entitled to commence an ADR pursuant to this clause unless mediation has been attempted and has, after a period of 30 days, failed to settle the dispute.
24.4 If the Parties exhaust the options available in clauses 19.7 to 19.9, either party may seek the intervention of the Courts, subject to clause 20 below.
25. GOVERNING LAW
This Agreement is legal and binding in all countries. This Agreement shall be governed by the law of England and Wales and the Parties hereto submit to the exclusive jurisdiction of the English courts.
26. ELECTRONIC SIGNATURE
A check in the box below by you shall constitute your signature signifying acceptance of this Agreement with the intent that it be valid for all purposes and in compliance with the eIDAS Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, and, the U.S. Electronic Signatures in Global and National Commerce Act of 2000 and the laws of any other applicable jurisdiction.
DEFINITIONS AND DATES
ANTHOLOGY - means any work attributable to more than one author.
AUDIO BOOK - means a taped or digitally recorded reading of the Work reproduced in audiocassette, CD ROM, digital audio file or electronic download from the internet formats and capable of being stored on disk, CD ROM and other electronic storage devices.
COMMENCEMENT DATE - means the date of this Agreement.
DISTRIBUTION DATE - means the earlier of either:
(a) the date upon which the Work is available to pre-order;
(b) the date upon which the Work is generally available for sale to the public
(c) whatever other date is agreed between the Parties
EBOOK - means a readable-text digital format potentially available for electronic download from the internet, and capable of being stored on disk, CD ROM and other electronic storage devices.
MEDIA - means whatever media is agreed between the parties from time to time including, but not limited to: eBooks, hardback and paperback Printed Books, Audio Books, serialisation, translation, anthologies, quotations, mechanical reproduction, radio, theatre, film, television, merchandising and internet publication.
NET SALES - means the net amount received by the Fictionwide from sales of the Work, after deduction of, for example but not limited to: VAT, taxes, handling charges, postage and packing charges, commissions, fees and any other sums which the Publisher is required by law or contract to deduct.
NOVEL - means any work of up to 70,000 words in length.
NOVELLA - means any work of up to 30,000 words in length.
ORIGINAL WORK - means the version of the Work which was first submitted to Fictionwide by the Author, and before any editing was carried out by Fictionwide or its editing staff.
PRINTED BOOK - means a version of the Work printed on paper and bound in forms including, but not limited to, hardback and paperback editions. For the avoidance of doubt making the Work available for Print On Demand (POD) does not constitute publishing in printed book format.
ROYALTIES - mean the payments due from Fictionwide to the Author in respect of sales of the Work.
RRP or DSP - mean recommended retail price and discounted selling price, both of which are at the discretion of the Author.
SHORT STORY - means any work of up to 15,000 words in length.
SHORT NOVEL - means any work of up to 50,000 words in length.
SUPER NOVEL - means any work of up to 100,000 words in length.
TERM - means the period of 30 days commencing on the Initial Distribution Date. SAVE THAT where the Author has entered into a separate subsidiary rights agreement or direct audio book publication with Fictionwide, and the remaining Term of this Agreement is less than the term of such subsidiary rights Agreement or direct Agreement with the audio narrator, the Term of this Agreement shall automatically be extended to a date one day after expiry of the term of the subsidiary rights or direct audio rights Agreement.
TERRITORY - means world-wide.
THE WORK - means the literary work in whatever form, including any artwork provided by the Author, whether provided in electronic or printed form, using the initial working title set out in this Agreement And includes, where the context permits, the Original Work and the Final Distributed Version.
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Signed by Claire Siemaszkiewicz
Signed On: August 26, 2021
If you have questions about the contents of this document, you can email the document owner.
Document Name: Plan 1 - Distribution
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