PAROUSIAREADS PUBLISHING TERMS AND CONDITIONS
This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your parousiareads.com account (“you” or “Publisher”) and parousiareads.com.
This Agreement provides the terms and conditions of your participation in the parousiareads.com online publication and distribution program (the “Program”) and your distribution of digital content through the Program. The Agreement hereby consists of the terms below:
1. AGREEMENT ACCEPTANCE
You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Program, or any part of it. If you don’t accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement.
2. AGREEMENT AMMENDMENT
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will notify you of the changes by posting new terms in place of the old at http://parousiareads.com with a revision date indicated at the top or by sending an email to the email address then registered for your Program account. If you do not agree to the changes, you must withdraw your Digital Books from further distribution through the Program and terminate your use of the Program.
3. TERM AND TERMINATION
The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your eBooks within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your eBooks pending as of the date of termination or suspension, and we may continue to maintain digital copies of your eBooks in order to provide continuing access to or re-downloads of your eBooks or otherwise support customers who have purchased an eBook prior to termination or suspension.
4. E-BOOKS DISTRIBUTION RIGHTS
4.1 Delivery, Acceptance and Withdrawal
4.1.1 Delivery. You must provide to us, at your own expense each eBook you desire to publish/market through the Program. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
4.1.2 Content Requirements
You must ensure that all eBook content is in no way offensive at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies. We are entitled to remove or modify the metadata and product description you provide for your eBooks for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your eBook’s cover art for any reason, including if we determine that it does not comply with our content requirements. You may not include in any eBook any advertisements or other content that is primarily intended to advertise or promote products or services. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for an eBook is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.
4.1.3 Digital Book Rejection
We are entitled to determine what content we accept and market through the Program in our sole discretion. If we request that you provide additional information relating to your eBooks, such as information confirming that you have all rights required to permit our distribution of the EBooks, you will promptly provide the information requested, and 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 eBooks and the accuracy of the information or documentation you provide to us with respect to those rights.
4.1.4 E-Books Withdrawal
You may withdraw your eBooks from further sale in the Program at any time on five business days advance notice by following the then current Program procedures for EBook withdrawal or un-publishing. We may fulfill any customer orders completed through the date the eBooks are available for sale. All withdrawals of eBooks will apply prospectively only and not with respect to any customers who purchased the eBooks prior to the date of removal.
We may, in our discretion, reformat your eBooks, and you acknowledge that unintentional errors may occur in the process of reformatting of your eBooks. If any such errors do occur, you may remove the affected eBook from further sale in the Program as provided in Section 4.1.4 above, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a eBook file as you deliver it to us.
4.2 Marketing and Promotion, Reviews
4.2.1 Marketing and Promotion
We will have sole discretion in determining all marketing and promotions related to the sale of your eBooks through the Program and may, without limitation, market and promote your eBooks by making chapters or portions of your eBooks available to prospective customers without charge, and by permitting prospective customers to see excerpts of your eBooks in response to search queries. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market your eBook if you have not paid for the marketing.
You are subject to the same guidelines as any other customer contributing a review to Parousiareads website. We reserve the right to remove any review that violates our stand.
4.3.1 Providing Your Price List
You will provide a list price through the parousiareads.com website for each eBook you submit to us. You may change your List Price through the parousiareads.com website, and your change will be effective within 5 business days.
4.3.2 Customer Payment Processing
We are solely responsible for processing payments, payment collection, requests for refunds and related customer service.
4.4 Royalties and Payments
If you are not in breach of your obligations under this Agreement, for each EBook sold to a customer through the Program, Parousiareads will pay you 70%.
4.4.2 When We Pay You
Parousiareads will pay Royalties due on eBook sales approximately 30 days following the end of the calendar month during which the sales were made. At the time of payment, we will make available to you an online report detailing sales of eBooks and corresponding Royalties.
4.4.3 Payment Currencies
Parousiareads payment currency is Nigeria Naira. So your royalty will be paid in Naira.
4.4.4 Payment Policies
We may require you to provide certain information or to register a valid bank account in your Parousiareads.com account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.
4.4.5 Payment Disputes
You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
4.5 Digital Rights Management and Geofiltering Technology
We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your eBooks. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. We also may, but are not obligated, to use geofiltering technology as a way of determining which customers are entitled to purchase eBooks, for example, where you indicate that you do not have worldwide distribution rights to an eBook through the procedure we provide to you for that purpose. If we use geofiltering technology when distributing your eBooks, distribution will be deemed to have taken place within the permitted distribution territories for the eBooks, even though customers may, in fact, be located outside those territories.
4.6 Rights Clearances and Rights Dispute Resolution
You will obtain and pay for any and all necessary clearances and licenses for the eBooks to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all royalties and other income due to any copyright owner. If you notify us or making claims of copyright infringement that a third party has made a eBook available for distribution through the Program that you have the exclusive right to make available under the Program, then, upon your request and after verification of your claim, we will pay you the Royalties due in connection with any sales of the eBook through the Program, and will remove the eBook from future sale through the Program, as your sole and exclusive remedy.
4.7 Representations, Warranties and Indemnities
You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee’s delivery of any content, you will have obtained all rights that are necessary for the exercise of the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all eBooks delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any eBook or portion thereof any royalties with respect to the users of the content and their respective shares, if any, of any monies payable under this Agreement. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Parousiareads, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
5. OWNERSHIP AND CONTROL OF PAROUSIAREADS FEEDBACK
Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your eBooks. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, and any materials we use or provide to you for use relating to your eBook (such as a generic cover image used for your eBook if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and related marketing, but our use of the eBooks will be subject to the terms of this Agreement. This Agreement does not 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. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose Parousiareads Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Parousiareads Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Parousiareads Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Parousiareads Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Parousiareads Confidential Information so disclosed. “Parousiareads Confidential Information” means (1) any information regarding Parousiareads, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of eBooks or other information we provide or make available to you in connection with the Program. Parousiareads Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Parousiareads Confidential Information.
7. FORCE MAJEURE
Parousiareads will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
8. LEGAL PROVISIONS
8.1 Governing Laws
This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria (LFN).
Any dispute or claim arising out of or in relation to the interpretation or execution of this Agreement or the breach, termination or invalidity thereof shall be settled amicably between the parties, failing of which shall be settled by an arbitrator held in Nigeria in English and governed by Nigeria law pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or re-enacted from time to time.