This Agreement is entered into on this date (logged as registration date), between All Romance eBooks, LLC, a Florida limited liability company (hereinafter known as "ARe") located at 3529 Greenglen Circle, Palm Harbor, Florida, USA 34684 with an email address of info@allromanceebooks.com and a fax number of 727-787-9593, and the registrant whose details have been accurately entered and attested to upon acceptance of this Agreement (hereinafter known as "Publisher");
In consideration of the foregoing the parties agree as follows:
1. Governing Law
This Agreement is legal and binding in all countries. The laws of the State of Florida USA shall apply to the interpretation and enforcement of this Agreement.
2. Non-exclusivity
This Agreement is not exclusive and does not impose any obligation or restrictions on either party with respect to competing business relationships or opportunities.
3. Warranties by Publisher
(a) Publisher has the full power, right and authority to enter into this Agreement;
(b) Publisher has not previously and will not grant any rights to any third party that are inconsistent with the rights granted herein;
(c) Each item provided to ARe by Publisher and any other material including data and images (in each case, collectively the "Work") are (i) either owned or licensed by Publisher with full right to publish in accordance with this Agreement, and (ii) do not and will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party;
(d) Publisher warrants that product or associated marketing data supplied contains no libelous or unlawful statements and does not infringe upon the rights of others;
(e) The Publisher agrees that the regular list price of the Work on the ARe site will not be higher than the regular listed price of this Work on any other site.
(f) The Publisher agrees that all data provided to ARe, including a Work's categories, heat rating, summary and sample excerpt will all be chosen to honestly and accurately reflect the Work's content.
(g) Publisher agrees to maintain a minimum of ten titles of Works for sale on the ARe site at all times.
(h) All Works uploaded by Publisher to the ARe site shall be subject to this Agreement and additionally eligible for participation in the ARe "Buy ten, get one free program."
(i) Publisher hereby grants ARe the rights to reproduce, display, market, and store digital versions of Publisher's Works on one or more computer facilities of or under the leased or similar control of ARe on a worldwide basis, and to resell Publisher's Works directly to consumers;
(j) To promote sales for Publisher's Works, Publisher grants ARe the right to distribute any and all content electronically including text, cover art, and metadata associated with Publisher's Works.
4. Warranties by ARe
(a) ARe warrants and represents, solely for Publisher's benefit, that ARe has the full power, right and authority to enter into this Agreement.
(b) Except as otherwise set forth in this Agreement, ARe acknowledges that all rights, title and interest in and to all intellectual property comprising the Works, including copyrights and trademarks used in connection with the Works, are the property of Publisher or its licensor(s), and in no event, including upon the termination of this Agreement, shall ARe obtain any rights, title or interest in such intellectual property, copyrights or trademarks.
(c) ARe agrees that no changes, additions, deletions, abridgements, or condensations in the text of the Work or changes of title shall be made by ARe, its agents, or employees, without the expressed, itemized, and specific written consent of Publisher.
5. Warranty Disclaimers and Limitations of Liability
ARe shall not be liable or obligated to Publisher with respect to any breach of this Agreement or otherwise under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess in the aggregate of the fees paid to ARe by Publisher during the one year period prior to any such breach with respect to the applicable material. In no event shall ARe be liable to Publisher for any incidental or consequential damages including, but not limited to, loss of anticipated profits, or benefits of use or loss of business, even if ARe is apprised of the likelihood of such damages occurring.
ARe shall not be liable for misuse or unlawful distribution of Works by any customer, consumer or other third party.
6. Termination
Either party may terminate this Agreement without cause upon not less than ninety (90) days notice to the other party. Any termination of this Agreement or withdrawal by Publisher of specific Works or other materials will be prospective, with respect to future sales only. It is the responsibility of the withdrawing party to remove or de-activate from sale all Works covered under the terms of this Agreement.
7. Restrictions
ARe reserves the right not to accept any particular Work submitted by Publisher at ARe's sole discretion, and may remove any particular Work from sale at any time and for any or no reason. Certain types of content are restricted and not allowable for upload on the ARe site, including without limitation: sex with persons under the age of consent in the country and during the time period within which the Work is set, rape for the purposes of titillation, scenes of non-consensual bondage or non-consensual sado-masochistic practices, bestiality with naturally occurring animals, sex with non-animated corpses, snuff or scat play.
8. Security and Buyer's Terms of Use
ARe does not encrypt the Works that it sells, apply DRM technology, or prevent printing or "Read Aloud" or "Text to Speech" functions. ARe posts a message on its web site indicating the copyrighted nature of all material and the fact that making illicit copies is in violation of copyright law. The Publisher is encouraged to indicate the copyrighted nature of each Work.
9. Reporting and Payment of Sales Commissions
(a) Publisher will have access to a Publisher's Sales Report that details each of their work's sales activity during the requested period.
(b) ARe will pay Publisher commissions based upon the Sale Price (List Price or Discounted List Price as paid by the buyer, whichever is less) and as reported by ARe's Publisher's Sales Report. This commission shall be sixty percent (60%) of the Sale Price. Payments for sales are made quarterly in US dollars, within 45 days of the close of each calendar quarter, and are net of bad debt and refunds.
(c) Once each calendar year, Publisher or their duly appointed representative shall have the right to examine at their own expense the accounts of ARe pertaining to sales of Publisher's Works for the twelve months prior to the date of the request for examination. Requests to assert this right must be made by the Publisher in writing and receipt must be acknowledged in writing by ARe and such records shall be made available by ARe to the Publisher within thirty (30) days. In the event that discrepancies are found between commissions paid and those owed in the Publisher's favor, ARe shall tender such monies due to Publisher within ten (10) days of acknowledgement by ARe of the discrepancy. In the event that discrepancies are found between commissions paid and those owed in ARe's favor, ARe shall deduct this difference from the next quarterly payment(s) due.
10. Bankruptcy
If a petition in bankruptcy is filed by ARe or against ARe (and is not dismissed within 90 days), this Agreement shall terminate automatically without notice, effective as of date of ARe's filing of a voluntary petition (or the expiration of the 90 day period, as applicable) and all rights granted in this Agreement shall revert to Publisher.
11. Benefit
Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and assigns of Publisher, and upon and to the successors and assigns of ARe.
12. Survival
All provisions of this Agreement requiring performance after any termination or the breach of which is not discovered until after termination shall survive and apply to the parties with full force and effect notwithstanding any such termination.
13. Force Majeure
ARe is released from partial or complete non-performance of its obligations under this Agreement should force majeure circumstances occur, which prevent the fulfillment of such obligations, including without limitation, fire, flood, earthquake, strikes, labor 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 ARe may use, systems, telecommunication companies and other entities of similar purpose, or any other conditions beyond the control of ARe. The time stipulated for the performance and fulfillment of such obligations shall be extended for a period equal to that during which the circumstances of force majeure last.
14. Entire Agreement; Venue.
This Agreement constitutes the entire agreement between ARe and Publisher with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement may not be modified or amended except by an instrument accepted by both parties. ARe and Publisher are and remain independent entities. This Agreement does not create any partnership, joint venture, agency, franchise, sales representative or employment relationship between ARe and Publisher. Publisher and ARe agree that any suit or proceeding in connection with this Agreement shall be brought exclusively in the state and federal courts presiding in Pinellas County, Florida USA and that service of process may be made by certified mail, return receipt requested, to the addresses of record for the parties under this Agreement.
15. Electronic Signature
A check in the box below by Publisher shall constitute Publisher's signature signifying acceptance of this Agreement with the intent that it be valid for all purposes and in compliance with the U.S. Electronic Signatures in Global and National Commerce Act of 2000 and the laws of any other applicable jurisdiction.