Author-Distributor Contract
Please note that this contract contains the terms of publication - SpotWrite Publications
Please sign electronically on this document and return to SpotWrite Publications.
SECOND PARTY (DISTRIBUTOR)
Second party: Spotwrite PublicationsLegal Name: Neave Corporation Pvt. Ltd. (Parent Company)
Business Type: Self-Publishing Company
Website Addresses: www.spotwrite.in
Registered Address: C-Square building, Mata Mandir Road, Dharmpeth, Nagpur
Operating Address: C-Square building, Mata Mandir Road, Dharmpeth, Nagpur
FIRST PARTY (AUTHOR)
First Party:
Email Address:
Address:
Mobile Number :
Nominee Name :
Nominee Relation :
(Above Information as per filled in the Onboarding Form)
Publishing Agreement
THIS AGREEMENT (hereinafter called the “Agreement”) is made on {customers_sign_up_date}between Spotwrite Publications (herein after called the “Distributor”) and {contact_firstname} {contact_lastname}( hereinafter called the “Author,” which term shall be deemed to include the Author's executor, devisees, heirs,and literary assigns),where in the Author desires the Distributor to publish the Author’s work, tentatively titled, {customers_tentative_book_title}(hereinafter called the “Work”), and the Distributor desires to publish the Work.
The Author and the Distributor may hereinafter be individually referred to as “Party” and collectively referred to as “Parties”.
WHEREAS:
1. The Author remains the legal Publisher of the Work and the Distributor is involved in the business of designing, promoting, purchasing, printing, distributing and selling books, manuscripts, manuals, novels, educational material and other publication work.
2. The Author has represented that he/she has been granted the sole and exclusive right, title, interest, permission and license as may be required from the copyright holder to Distribute the Books either by the Author or any other Person or Organization appointed or authorized by the Author within the Territory and is further authorized to represent, negotiate and permit others to use and commercially exploit the Printed/Electronic Books(Work).
3. The Author has approached the Distributor with a request to design/ procure orders/ market/ promote/ publicize/ sell and Distribute the Work.
4. Accordingly, based on the representations and warranties of the Author and upon the request of the Author, the Distributor has agreed to design/ procure orders/ market/ promote/ publicize/ sell and Distribute the Work subject to and in accordance with the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, the adequacy of which is hereby expressly acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. APPOINTMENT AND GRANT OF RIGHTS
The Author hereby appoints the Distributor on a non-exclusive basis to design/ procure orders/ market/ promote/ publicize/ sell and Distribute the Work for the purpose of sale and Distribution in the partnered Territory, in accordance with the terms and conditions of this Agreement.
The Author grants to the Distributor, the following rights and privileges to and in connection with the Printed/Electronic Books (Work):
A right to design/ procure orders/ market/ promote/ publicize/ sell and Distribute the Work in partnered Territories, including through its online or offline retail platforms, websites or through its Authorized Intermediaries or Other Intermediaries.
The right to reproduce, reformat, distribute, digitally make available, host and publish the promotion materials and all required Metadata on the Distributor’s website and other websites or such other place as the Distributor may deem fit for the purpose of selling Distributing, Marketing and Promoting the Work.
2. CONSIDERATION AND INVOICING
Distributor’s Cost: The MRP of the Work shall be provided by the Author and shall be equal to or more than the MSP (Minimum Selling Price) as suggested by the Distributor. The price at which each printed Work is supplied by the Distributor to the Author shall be at the Author Copy Cost as reflected on the website or otherwise informed over Email. The MSP and Author Copy Cost are subject to change.
For the grant of all rights under this Agreement by the Author to Distributor, the total consideration payable by the Distributor (“Author Royalty”) including all fees, price, costs, charges shall be as per the provisions of the Clause 20 of General Terms(as defined below) hereto for each unit of Work sold. Save and except for the Author Revenue payable under this Clause, the Distributor shall not be liable to pay other amounts to the Author. It is being clarified that Distributor shall not be liable to pay Author Revenue in the event the Work is being Distributed free of cost for promotion, marketing, advertising purpose. The Author hereby agrees that the Author royalty, Author Copy Cost and/or
MRP of the Work in accordance with Clause 20 of General Terms may be revised from time to time, provided that any such revision shall be in writing and communicated via email and non-acceptance within seven (7) working days may result in temporary hold on distribution of the Work.
For the release of Author Royalty, the Author shall request through Author Dashboard(electronic) to Distributor after providing the Dashboard, in case the Dashboard is not allotted, Author may initiate the Conversation on Mail temporarily. Upon receipt of the Author request or a confirmation of acceptance of sales for the period, Distributor shall pay the net amount in accordance with the terms of this Agreement that is due to the Author within a period of seven (7) working days from the receipt of the request or confirmation from the Author and shall pay the amount for the request raised by the author or agent (as nominated by the Author).
3. STATEMENT AND PAYMENTS OF AUTHOR ROYALTIES
Although distributors will refer in this agreement to “Royalties” for the sake of simplicity, payments to authors and publishers are usually considered “other income.” Spotwrite pays author (or Author's Agent) and publisher as and when demanded, and never later than 07 working days. It is the author's responsibility to ensure their payment settings are complete and accurate on their author dashboard, otherwise, payments may be delayed until the issue is resolved and verified.
Sales Report: The Distributor shall update Sales report electronically to the Author Dashboard within ten (10) days from the date of sale within the territory and within Sixty (60 days) from the date of sale outside the territory during the Validity Period. The Report shall include the quantity of Printed/Electronic Books sold by the Distributor in the immediately preceding calendar month, taking into account returns (if any), thereby arriving at a net amount of revenue payable (in INR) to the Author for such sales, based on the Distributor’s Cost and the Sales Report.
No-Returns: The Author hereby agrees that in case of return of Printed Book by an Authorized Intermediary or Other Intermediary or any Customer, for any reasons whatsoever whether assigned or not, Distributor shall not be liable to pay any amounts to the Author in relation to such Printed Book including any sharing of revenue as envisaged under the terms of this Agreement. Author hereby further agrees that in case of return of a Printed Book, the Author shall be liable to return and pay to the Distributor the Author Revenue already paid in relation to such returned Printed Book. Distributor shall also be entitled to set-off such cost as provided under this Agreement.
4. TAX WITHHOLDING
Authorities require Spotwrite to collect tax certifications from all authors and publishers and withhold all required taxes. All authors and publishers must complete the required formalities as per govt. regulations to withdraw the withheld taxes.
5. ACCOUNT SECURITY
Author, Publisher or Agent, are responsible for controlling access to their Author Dashboard/Account. When signed up for the Author Dashboard, the Author will provide the Distributor with a valid email address, phone number and a password as their login credentials. The Author acknowledges their responsibility to choose a secure email/password combination, and it is their responsibility to keep the email/password combination private and secure and update password as needed to maintain account security.
6. UNDERTAKINGS
The Author undertakes to supply the Distributor with an electronic catalog containing the Metadata and the complete specification/information of the Work or as requested in the format as prescribed by the Distributor. [MSWord].
Files shall be delivered by the Author to the Distributor via Google upload, Courier, Partnered Portal or sent from the Author’s Official E-Mail Address or as agreed.
7. CONFIDENTIALITY & INTELLECTUAL PROPERTY
7.1 The Parties undertake to not divulge or communicate to any Person (unless required by Applicable Law) or use or exploit for any purpose whatsoever any Confidential Information, and make all reasonable efforts and endeavor to ensure that its respective employees, officers and authorized agents shall keep confidential any Confidential Information which any Party may receive or obtain as a result of entering into this Agreement. This obligation and restriction on both the Parties shall continue to apply for a period of two (2) years after the termination or expiry or early determination of this Agreement.
7.2 All rights, title and interest including but not limited to all intellectual property rights including all copyrights, trademarks etc. in the Printed/Electronic Work, are owned by or proprietary to or licensed to and belong to the Author, and the Distributor has no rights in and to such Printed/Electronic Books Work' other than the right to market, promote, publicize, sell and distribute the Printed Books subject to the provisions of this Agreement. Save and except for the purpose of marketing, promoting, publicizing, selling and distributing the Printed/Electronic Books ’Work’ (in accordance with the provisions of this Agreement), this Agreement does not grant the Distributor any Intellectual Property Rights to the Book and all rights not expressly granted are reserved by the Author.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Author represents and warrants to the Distributor as on the Effective Date and hereinafter repeated on each day during the Validity Period, the following:
That the Author has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and that the transactions contemplated under this Agreement are valid, binding, enforceable and do not and will not conflict with any other agreement or document entered into by the Author.
That the Author has the right, interest and good, valid and marketable title to the Work and has all rights and permit the Distributor to market, promote, advertise, procure orders, sell and Distribute the Printed Books through online or offline retail platforms and websites in accordance with the provisions of this Agreement.
That the Author is solely responsible for the payment of royalties owed to its co-authors or right holders for the Work and indemnifies and holds the Distributor harmless for any claims brought against it for royalties or otherwise in relation to the Work or anything incidental thereof.
That the Author shall share files without any virus which should not damage the Distributor’s systems or data, extract information from the Distributor’s systems or data or prevent the Distributor from operation or use of its systems or data.
That the Work is entirely provided and approved by the Author and is delivered / distributed on an “as is” basis. The Distributor does not in any manner warrant the accuracy or completeness of, nor endorse the contents or the views or observations therein and notwithstanding anything mentioned elsewhere in the Agreement.
8.2 Author also warrants the book meets the following standards for originality:
• This is not a public domain Work;
• The book does not include word-for-word scrapes - or is not a compilation - from Wikipedia or other public domain, government or commercial platforms;
• The Work does not and will not appear elsewhere on the internet authored by people other than yourself or by pen names (pseudonyms) different from your pen name at SpotWrite;
• None of Work content, either in part or in its entirety, is sourced from "private label rights" articles, article "spinners," books rewritten from PLR or ebooks or information sources which license the same content to other people;
• The Work does not contain or comprise machine-generated language translations (all translated books must be human-translated and edited, not translated by language translation software such as Google Translate).
8.3 The Distributor represents and warrants to the Author, as follows:
That the Distributor is a corporation duly registered, validly existing and in good standing under the laws of India and has all the requisite authority to own, lease and operate its properties and to carry on its business as now being conducted.
That the Distributor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and that the transactions contemplated under this Agreement are valid, binding and enforceable under the Applicable Law.
9. INDEMNITY
The Author hereby indemnifies and keeps indemnified and holds the Distributor, its employees, directors, representatives, agents and Affiliates, harmless at all times against all actions, proceedings, claims, demands, liability, costs, losses (including reasonable attorney’s fees) that may be suffered or incurred by the Distributor arising directly or indirectly as a result of any breach, negligence, commission and/or omission on the part of the Author (“Losses”) of its obligations under this Agreement, including but not limited to those arising out of the breach of any of the representations or warranties laid out in Clause 8(Representations and Warranties) by the Author for which the Author shall be fully responsible and liable, including for the Losses arising out of any third party claims relating to (i) the Intellectual Property Rights of the Author in the Printed/Electronic Work; and (ii) the contents of the Printed/Electronic Work.
10. INFRINGEMENTS
10.1 Removal of Infringing or Defamatory Work of Author. Distributor takes claims of infringement seriously and may take immediate action upon notice from someone claiming to be an Infringed party. Generally, upon receipt of a written notice from a party infringed or defamed by Author’s material (or someone purporting to be his agent, publisher, attorney in fact or assign), Distributor will remove the Author’s Work and reserves the right to remove any and all information about the Author, the Author’s Work or the publisher from the Site. The burden of proof, in such cases will be on the author and they will have to provide demanded documents for us to republish/reinstate the work
10.2 Infringement by Others Upon Author’s Work. If an Author or copyright holder learns that a third party is violating Author’s copyright or pirating or illegally distributing a SpotWrite -published work, the Author shall inform SpotWrite ; however, it is the Author’s responsibility to seek relief from the offending parties. If that work is published on SpotWrite, SpotWrite will remove it per section 8.1 above.
10.3 Rights Clearances and Other Legal Matters. It is Author’s responsibility to secure permissions to the Work prior to the time Author submits such work if any material from the work belongs to, or has been licensed to, someone else.
11. TERMINATION
This Agreement may be terminated at any time by either Party, by providing an advance written notice of sixty (60) Working Days without any reason or cause.
In the event of termination of this Agreement in accordance with this Clause 11 (Termination), all balances due to one Party by the other Party shall be payable within sixty (60) Working Days from the date of termination of this Agreement. The Author agrees to buy all returned/stocked copies of Work in case of termination by either party, which in any case will not exceed 20 units.
This contract stands canceled in case of non-payment and/or if the Author fails to establish contact via email for 15 consecutive days after initiating the project/depositing of the first installment. Should the Author wish to start again after the contract is canceled, of Rs. One thousand (INR 1000) will be charged over and above the balance due
Notwithstanding anything contrary contained in this Clause 12 (Termination), in the event of a breach of the provisions of this Agreement by the Publisher, the Agreement can be terminated by the Distributor with immediate effect.
13. DISPUTE RESOLUTION
In the event that any dispute arises between the Parties in connection with this Agreement, the Parties shall conduct negotiations in good faith to solve such dispute. If mutual resolution cannot be reached, either of the parties shall be free to refer to such dispute arising out of or relating to any matters concerning this Agreement or rights or obligations of the Parties hereunder shall be referred to arbitration under the provisions of the (Indian) Arbitration and Conciliation Act, 1996.The arbitration panel shall consist of three arbitrators of which each Party shall appoint one arbitrator and the two arbitrators appointed as such shall appoint the third arbitrator (“Arbitration Panel”). The language of arbitration shall be English. The seat and venue of arbitration shall be Maharshtra. The award of the Arbitration Panel shall be final and binding on the Parties. The liability to pay the costs of the arbitration shall be decided by the Arbitration Panel.
14. NOTICES
Any notice, communication, statement, request or correspondence required under the terms of this Agreement shall be in writing, in the English language and shall be delivered to the Author’s Official Email ID and the Distributor’s Official Email ID as the case may be.
15. GOVERNING LAW
This Agreement shall be governed in accordance with laws of India under the exclusive jurisdiction of the courts of Maharashtra.
16. PRIVACY POLICY
SpotWrite has strict policies to protect the privacy of SpotWrite Authors, Publishers, and Customers. By using SpotWrite, the Author agrees to the collection and use of information in accordance with this Privacy Policy. This Privacy Policy informs you of our policies regarding the collection, use, and disclosure of information including personal data and other information that is collected from or provided by our users. The privacy policy is clearly linked at the bottom of every SpotWrite web page.
17. MISCELLANEOUS
Severability: If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected by such determination, and shall continue to be binding upon the Parties and shall be enforceable.
Waiver: No delay or omission by either Party in whole or in part in exercising any right under this Agreement shall amount to or be construed as a waiver thereof and no waiver or non-exercise of any right on any occasion shall preclude any subsequent exercise of any such right.
Earlier Agreements: This Agreement replaces all prior distribution agreements between the Parties, without the necessity of termination.
Integral Part: The Recitals, Schedules, Exhibits and Appendices shall form an integral part of the Agreement.
Survival: All the rights and obligations that by their nature or as stated to continue beyond termination will survive any termination of this Agreement.
Entire Agreement: Each Party acknowledges that they have read this Agreement understand it and agree to be bound by its terms and further agree that this Agreement is the complete and exclusive statement of the Agreement between the Parties with respect to the subject matter herein and supersedes all prior proposals, understandings and all other agreements, oral and written. This Agreement may not be modified or altered except by a written instrument duly executed by both Parties.
GENERAL TERMS OF AGREEMENT
1. The Author agrees to make payment as per the final payment plan, as self-publishing charges, which is inclusive of the chosen{customers_select_a_package}package charge and services. The author is fully authorized to customize or change the publishing package before submitting the final draft of the manuscript. The changes should be informed to the distributor in writing over the email. The distributor agrees to inform customization details including changed costing, publishing/delivery deadline to the Author. The changes will be enforced upon mutual agreement of the parties.
*Add-on charges may vary as per the final specifications.
2. The Author is submitting the Work in their own will to the Distributor for the purpose of pre-press activities and distribution of both paperback and eBook (if opted for) on select portals in India and partner territories. The Distributor agrees to maintain the confidentiality of the script, and will make sure to prevent the script from any misuse/copyright infringement until distribution.
3. The Distributor will print and bring into circulation the Work being submitted by the Author, within a timeframe of X working days of the Author’s payment getting cleared and final Work submission to the Publication Manager in MS Word format. In the rare case that the publication of Work gets delayed for reasons beyond one’s control – like unavailability of paper, flood, acute power crisis, strike of press workers, etc., the Distributor will keep the Author informed through email/phone and will do their best to get the book published in time. The Distributor will publish the Work in the quoted time frame, provided the Author is prompt in their responses and approves the final text and the cover design for printing, at the earliest.
4. The Author can expect the services from the Distributor.
5. Additional services not listed are available on additional payment (add-ons). Any other minor changes to the agreed services will be made upon mutual consent and will only be notified in writing via email and no changes in the original contract will be required.
6. The Work cannot be printed and distributed by two different companies in the same language and the same country at the same time. The Author can, however, withdraw the Work from the Distributor at any time, if the Work is selected for publication by any conventional publisher; or for any other reasons. There will be no fee for this, but the Author will have to buy the stocked copies, which in any case will not be more than 20 units*. The Author must inform the Publisher through email sixty (60) Days in advance so that the latter can stop selling and enlisting the Work. There will be no refund made by the Distributor for the Author withdrawing a Work or withholding publication.
7. The Distributor takes no responsibility for the content of the Work. The views expressed in the Work are solely those of the Author, and the Distributor has nothing to do with the ownership of the content. The Printer and Distributor will not be a party with the author if any lawsuit arises from the content of the book. The Distributor may withdraw and withhold the distribution of the Work if any such lawsuit/legal proceedings happen regarding the content of the Work, and will relist only after the final judgment is delivered in the favor of the Author.
8. The Author assures that the Work is original as per the Clause 8(Representation and Warranties). In case the Work is found to be plagiarized, or copied, or translated without the consent of the copyright holder, the Distributor will have the right to withdraw the Work from circulation, providing no refund to the Author.
9. The Author assures that they own the right/copyright of all the images and photos used inside the Work. The Author understands that no image can be used for which they do not own the copyright. The Distributor will not be a party of any lawsuit, if any, arising from anyone challenging the use of copyrighted photo(s)/image(s) in the Work, and the Distributor reserves the right to withdraw the Work if any such lawsuit arises because of the use of copyrighted image/photo.
10. The Author assures that the book is not among the 4 categories of books that the Publisher does not print and distribute:
11. The Author can resell the books they receive as complimentary copies from the Distributor, and is entitled to get the additional copies at Author Copy Cost and shipping fee as applicable.
12. Under certain Publishing Packages, the Distributor will build and maintain a standard website for the Author, where the Work will be featured as a promotional measure. For additional features in the website, the additional cost will have to be borne by the Author. The website will become the Author’s property after handover and the Author will have to renew the domain name of the website at the end of every year, if willing to continue using the website after one year. The average cost of renewal of a domain with maintenance, server and backup fee is Rs 6,000 plus applicable taxes. Maintenance only covers fixing of minor errors on the website and addition or removal of content will cost extra based on the work volume.
13. The Work will be available at the Distributor’s partnered online stores like Paperhood, Amazon, Flipkart, etc. in India and abroad as per the selected package. Buyers will also be able to buy it directly from the Distributor’s website, SpotWrite Store. Due to unanticipated order flow, the Work may go out of stock anytime, but will be reinstated within a span of 3 working days.
14. To fulfill the orders from across the nation, the Distributor employs a number of registered printing vendors. Thereby, the print quality including the page texture, paper brand, etc. may vary slightly depending upon the order volume and location. The vendors are all informed about the quality guidelines but since the raw materials are sourced from different brands, there might be minor changes in the appearance and feel of the final printed product.
15. The Author can make changes in the text and cover files in not more than two attempts and approve the Work for printing. No changes are possible once the Work is in press. Paid changes are, however, possible and the new version will only be put into circulation after the existing inventory is sold out. The revision cost of Work may vary depending upon the volume of changes required.
16. The Author can also separately promote their Work to build awareness and increase sales.
17. The Author can get their Work translated in any other language and publish translated versions of the Work in the same country without seeking the permission of the Distributor.
18. The Distributor shall not be held responsible for unanticipated errors and distortions in the text file in languages other than English. The Author is liable to make all final corrections in the distorted file. Any additional support by the Distributor in fixing the distortions will incur extra cost depending upon the error volume.
19. Payment Clause- The total agreed publishing cost shall be paid in two equal installments:
50:50 - upfront and upon completion, prior to the final delivery of services and release of the book.
20. Author complimentary copies in all packages are shipped at no additional shipment fee at any given address in India. In case the Author wishes to receive the complimentary copies at locations other than India, extra shipping fee will be charged based on the weight and delivery location.
21. The Distributor offers Author royalty as per the website calculator, from all sales proceeds of the physical book and or eBook. Actual royalty amount is calculated based on the Work’s final specifications. The Author can decide the final MRP of the Work, which has to be equal to or greater than the suggested MSP by the Distributor. Production cost and MSP are subject to change and the revised costing may change the royalty amount.).
*Profit = MRP – (Production Cost + Packaging Cost+ Shipment Cost+ Handling fee + Commission)
*Royalty is 10% of the MRP in case of distribution through physical Stores.
*Royalty is 25% of the MRP of eBook in case of eBook distribution from all portals.
*Please be informed the royalty amount is different on SpotWrite and third-party channels like Paperhood, Amazon, Flipkart etc. Kindly refer to website for exact amount
22. Cancellations, if any, have to be made within 72 hours of ordering and payment. No requests for refund will be entertained after that.
"Author/Nominee/Agent clarifies that he/she accepts the above Terms and Conditions by either Submitting the Agreement by e-signing or by Filling this Google form to Proceed for Book Publishing with Spotwrite Publications "