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These terms and conditions for services (hereinafter referred to as “Terms”) exclusively govern the provision of services by Paper Wrights, having its principal place of business at 600 West, 6th Street, Suite 400, Fort Worth, TX 76102, United States.
1.1 The Service Provider will undertake specific services and develop and furnish designated deliverables, as delineated in statements of work (each referred to as an “SOW” and collectively as “SOWs”). These SOWs, entered into periodically by the parties and, upon execution, incorporated into these General Terms and Conditions for Services (hereinafter referred to as the “Services”), collectively constitute the “Agreement” along with these terms.
1.2 The Client acknowledges and consents to the utilization of subcontractors and consultants by the Service Provider for the execution of the Services outlined in this Agreement.
1.3 The Service Provider reserves the right to represent, provide services to, and enter into agreements with additional clients, individuals, or entities, as deemed appropriate at the sole discretion of the Service Provider.
In consideration of the provision of Services by the Service Provider, the Client undertakes to remit the fees stipulated in the Statement of Work (SOW) (hereinafter referred to as the “Fees”). The Fees outlined in an SOW encompass all taxes, levies, duties, governmental charges, and related expenses, except as delineated in Section 2 (2.2) below.
In the event of additional expenses not encompassed within the Fees, the Client agrees to reimburse the Service Provider for such expenses, incurred in connection with the performance of Services, only if and to the extent that such expenses receive prior written approval from the Client or are explicitly detailed in the relevant SOW.
The Service Provider shall issue invoices to the Client in accordance with the payment schedule outlined in the Statement of Work (SOW). Payment by the Client for the invoices shall be made in US dollars. Payments must be executed through wire transfer, certified check, bank check, or any other mutually agreed-upon method by the Service Provider.
The Client is expressly prohibited from exercising any right of offset or withholding under this Agreement. In the event of non-payment by the due date, the outstanding amounts shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum interest rate permissible by law (whichever is lesser), payable monthly from the due date until full payment is received. Should any amounts owed by the Client become overdue for any reason, the Service
Provider reserves the right, at its discretion and without further notice, to suspend further Services until all invoices are settled in full. Such suspension of Services shall not constitute a breach or default on the part of the Service Provider under this Agreement or any associated SOW.
Subject to Section 3 (3.1), the Client has the option to make payments for a relevant Statement of Work (SOW) through an “Installment Plan.” In the event that the Client opts for payments under an Installment Plan, a non-refundable fee of $30.00 shall be charged.
In the context of payments involving the conversion between any currency and US Dollars, the spot rate utilized will align with the rate applicable at the time of payment, inclusive of the precise date and time, as referenced on Google.com. All amounts payable for the purpose of refunds shall be in US Dollars. For amounts payable outside the United States, the exchange rate shall mirror the rate embedded in the original payment to which the refund is attributed.
A Foreign Transaction (FX) fee constitutes an additional charge on your credit card statement, manifesting when a purchase either transits through a foreign bank or involves a currency other than the U.S. dollar (USD). Many credit card issuers impose this fee, commonly ranging from 1% to 3% of the transaction amount.
The services to be undertaken herein encompass publishing, marketing, promoting, sales, and distribution of books and other digital content. Service Provider explicitly disclaims any warranty regarding the outcomes or accomplishments of the services rendered, as well as the resulting work product and deliverables. Nevertheless, the Service Provider ensures that the services will be executed by qualified personnel in a professional and workmanlike manner, aligning with generally accepted industry standards and practices. Moreover, the Service Provider commits to compliance with all statutes, ordinances, regulations, and laws of international, federal, state, county, municipal, or local governments applicable to the performance of the services under this agreement.
Unless expressly provided in an applicable Statement of Work (SOW), the warranty stipulated in this Section 4 is exclusive and serves as the sole remedy, supplanting all other warranties, whether express, implied, statutory, or otherwise, pertaining to the services, work product, or deliverables furnished under this Agreement, or concerning the potential results derived therefrom. The Service Provider explicitly disclaims all implied warranties, encompassing but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.
Sales are not assured. The Service Provider lacks control over the subjective purchasing decisions made by consumers or booksellers. The Service Provider explicitly disclaims any guarantee or assurance regarding the sales of any work or the client’s content. No guarantees or promises are made by the Service Provider concerning the minimum success of the services or the quantity of book sales that may arise from any or all of the services.
In accordance with a pertinent Statement of Work (SOW), the Service Provider may generate one or more deliverables for the Client. A deliverable may comprise, individually or in combination, the following categories of intellectual property:
As utilized herein, the term “Client Content” encompasses, but is not limited to: (a) the text and/or manuscript of a book (or analogous writing) in its original form as submitted by the Client and as edited by the Service Provider during the fulfillment of editorial services purchased by the Client; (b) graphics, pictures, videos, or other intellectual property owned by the Client; and/or (c) other third-party materials, owned or authorized in writing by the respective owners of such materials, which are submitted by the Client for incorporation into the final deliverable.
The Client (and/or the individuals exclusively authorized by the Client in this Agreement) shall retain sole and exclusive ownership of all rights, title, and interest, including copyright, in and to the Client Content.
The Service Provider Work Product encompasses the design of any deliverable, including, but not limited to, book cover design, graphics, illustrations (as defined below), and other content created by the Service Provider or its contractors during the provision of services (excluding the Client Content). Service Provider Property includes, but is not limited to, imprint logos, imprint names, Service Provider trademarks, barcodes, and ISBNs. The Service Provider retains sole and exclusive ownership of all rights, title, and interest, including copyright, in and to the Service Provider Property.
Third-Party Property comprises content owned by third parties that is either licensed by both parties herein or used with permission in a deliverable. In cases where Client’s use of Third-Party Property is bound by restrictions (e.g., limitations on image reproductions), the Client is obligated to ensure compliance with such restrictions.
All rights, title, and interest in Third-Party Property shall remain with the respective third party. Third-Party Property licensed to the Service Provider is exclusively permissible for use in the version of a deliverable (in any format) crafted by the Service Provider, and is not to be removed or utilized in any other versions of the deliverable or in alternative products or materials.
Throughout the term of the Agreement (as defined in Section 10), concerning the Client Content and Third-Party Property licensed to the Client for utilization in a deliverable, the Client hereby authorizes, consents to, and grants the following to the Service Provider (inclusive of any third-party contractors engaged by the Service Provider):
(a) A global right and license are hereby granted to the Service Provider, throughout the term of the Agreement, to display, exhibit, reproduce, digitize, modify, license, and otherwise utilize the information furnished by the Client to the Service Provider about the Client (including but not limited to Client’s name or chosen pen name, image, likeness, appearance, voice, video footage, biographical and personal information, etc.) and details pertaining to a deliverable (including the title, description of the deliverable, excerpts, and images from the deliverable, etc.), in all materials created by the Service Provider or on its behalf. This encompasses any materials that incorporate the aforementioned information, in any format and across all media.
(b) The Service Provider is hereby granted a worldwide right and license, at its sole discretion, to send complimentary review copies of a deliverable to members of the media and other potential reviewers or sellers.
(c) A worldwide right and license are hereby granted to the Service Provider, at its sole discretion, to make excerpts or previews of the deliverable accessible for preview on websites or via other media. This includes, but is not limited to, the websites of specific retailers (such as Amazon, Google, and Apple).
(d) An exclusive, transferable, worldwide license is hereby granted, permitting the manufacture, storage, usage, display, execution, reproduction (in whole or in part), transmission, modification (e.g., for formatting or creating authorized derivative works), importation, creation, offering for sale, printing, publishing, marketing, sub-licensing, distribution, and sale (either individually or as part of collective works) of a deliverable. This license extends to utilization via any subscription or lending model, through all distribution channels available presently or in the future, in any language, format, or medium. The license is granted at the sole discretion of the Service Provider, aligned with the Services and applicable to any distribution channels, languages, formats, and mediums, whether known or developed in the future.
(e) A right and license are hereby granted to compile and use statistical information concerning the sales of the deliverable, if any.
(f) For a transition period lasting ninety (90) days after the termination of this Agreement, a non-exclusive, worldwide license is granted to engage in the aforementioned activities.
Service Provider hereby grants Client a perpetual, non-exclusive, irrevocable, royalty- free, worldwide license. This license authorizes Client to use, store, display, reproduce, transmit, sell, print, publish, market, distribute, sublicense, transfer, and create derivative works from the custom illustrations (“Illustrations”) created by Service Provider pursuant to this Agreement, for any purpose whatsoever.
Following the termination of this Agreement, Service Provider grants Client a non- exclusive, worldwide license to manufacture, store, use, display, execute, reproduce, transmit, import, make, have made, offer to sell, print, publish, market, sublicense, distribute, and sell the Service Provider Work Product and Third-Party Property provided by Service Provider. This license is applicable solely to the version of the deliverable created by Service Provider. The resale of copies of a deliverable previously purchased by Client or a third party is not subject to the terms of this Agreement.
The parties recognize that in performing the Services, one party may disclose confidential and/or sensitive information (“Confidential Information”) to the other. The party disclosing information is termed the “Disclosing Party,” and the party receiving information is the “Receiving Party.” Confidential Information encompasses non-public, proprietary, or confidential data related to the Disclosing Party’s business, including financial, legal, technical, marketing, sales, and business information. It is defined as information (a) marked as confidential at the time of disclosure; or (b) unmarked but identified as confidential at the time of disclosure; or (c) reasonably understood to be confidential due to the nature of the information or the circumstances of disclosure.
The Receiving Party commits to maintaining Confidential Information in strict confidence, disclosing it only to employees, subcontractors, consultants, and representatives with a need to know for Agreement performance. Confidential Information shall be used exclusively for Agreement purposes and not for any other or third-party benefit. The Receiving Party’s obligation to protect Confidential Information will persist for two years after Agreement termination.
These confidentiality obligations do not extend to information that:
(a) was lawfully in the Receiving Party’s possession before receipt from the Disclosing Party;
(b) becomes generally available to the public, other than through any act or omission of the Receiving Party, at or after the time of disclosure;
(c) is independently developed by the Receiving Party without reliance on Confidential Information from the Disclosing Party; or
(d) the Receiving Party receives from a third party free to disclose it without breaching any legal or contractual obligation, to the best of the Receiving Party’s Knowledge.
Service Provider’s use or disclosure of information related to the development, improvement, or use of its products is not subject to limitation or restriction. If legal action necessitates disclosure of Confidential Information, the Receiving Party shall promptly notify the Disclosing Party, unless prohibited by law, allowing the Disclosing Party an opportunity to seek protective measures. If disclosure is required, the Receiving Party shall limit it to the portion advised by legal counsel. All Confidential Information remains the Disclosing Party’s property, and all copies shall be promptly returned upon request or within ten (10) days of Agreement expiration or termination.
To the fullest extent permissible under applicable law, Client hereby releases, waives, discharges, and covenants not to sue Service Provider, its contractors, and any of their officers, directors, employees, agents, insurers, contractors, successors, and permitted assigns (collectively, the “Service Provider Parties”). This release pertains to any liability to Client, Client’s personal representatives, assigns, heirs, or successors in interest, as well as any loss, damage, expenses, claims, demands, or Actions (as defined below) arising directly or indirectly from the Service Provider Parties’ use of the rights and licenses granted in this Agreement to fulfill the Services and other obligations hereunder. This includes, but is not limited to, claims for intellectual property infringement, moral rights infringement, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction worldwide.
For the purposes of this Agreement, “Actions” encompass any litigation, lawsuit, administrative, governmental, or other proceeding, including government investigations, inquiries, hearings, and other requests, or any appeal thereof. Client acknowledges full responsibility for the Client Content and agrees that Service Provider will not be liable to Client, any third party, or any other person or entity for the Client Content or Client’s use of Third-Party Property. This holds true regardless of whether Service Provider had any knowledge or could have reasonably known of any violation by Client of the above representations or if the Client Content otherwise breaches the law.
Client agrees to fully indemnify and hold harmless the Service Provider Parties from any claim, cause of action, demand, proceeding, losses, liability, cost, expense (including reasonable attorneys’ fees), or damages arising from:
(a) Client’s gross negligence or willful misconduct.
(b) Client’s breach of any terms of this Agreement.
(c) Any third-party claims asserting that the Client Content (or Third-Party Property used therein) infringe or misappropriate any intellectual property rights of such third party.
Until any indemnity claim is fully satisfied, Service Provider may retain all payments due to the Client, including royalties, if any, and/or cease providing any further Services. The Client shall have no right to receive a refund of any amounts paid to the Service Provider.
Service Provider agrees to indemnify, defend, and hold Client and its affiliates, along with their respective officers, directors, employees, and agents, harmless from all third-party claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs. This indemnification pertains to claims asserting that the Services or Service Provider Property infringe any third party’s intellectual property rights.
The party seeking indemnification shall provide the indemnifying party with prompt
written notice of any claim and grant complete control of the defense and settlement to the indemnifying party. The seeking party shall cooperate with the indemnifying party, its insurance company, and its legal counsel in the defense of such claim(s). This indemnity does not cover any claim in which there is a failure to provide prompt notice, to the extent that such lack of notice prejudices the defense of the claim.
Under no circumstances shall the Service Provider be liable to the Client under this Agreement for any incidental, consequential, indirect, statutory, special, exemplary, or punitive damages. These include, but are not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to goodwill or reputation, and costs of cover. This liability, regardless of its basis in breach of contract, tort, strict liability, or otherwise, remains inapplicable even if the possibility of such damages was advised or reasonably foreseeable.
The Service Provider’s total aggregate liability for any claims related to the Services or this Agreement shall not surpass the fees paid or payable by the Client to the Service Provider under this Agreement in the twelve (12) month period immediately preceding the events giving rise to such liability. This provision remains effective even after the termination or expiration of the Agreement.
No action for any claim arising from or related to this Agreement shall be brought more than one (1) year after the accrual of such cause of action, except for money due on an open account.
Client commits to adhering to all reasonable requests made by the Service Provider and shall grant Service Provider’s personnel access to any documents reasonably necessary for the proper performance of the Services.
This Agreement commences upon full execution by the parties and remains in effect until terminated as outlined herein.
Either party may terminate this Agreement upon a material breach by the other party.
Notice periods are ten (10) calendar days for monetary breaches and thirty (30) days for non-monetary breaches. Termination becomes effective immediately upon the expiration of the notice period, without further action. Termination is in addition to other available remedies.
Either party may terminate this Agreement for any reason, with or without Cause, upon written notice to the other party. “Cause” includes (a) abusive behavior by the Client towards the Service Provider; (b) Client Content non-compliance with guidelines or laws; or (c) third-party complaints related to Client, Client Content, or Client’s royalties.
Termination doesn’t discharge parties’ liabilities for incurred obligations. Unpaid amounts remain due. Client pays for all Services rendered before termination. Both parties return each other’s Confidential Information.
If Service Provider terminates without Cause before fulfilling publishing and/or marketing Services, a 100% Fee refund is issued. Client-initiated terminations or Service Provider terminations for Cause or without Cause after fulfilling services result in refunds as follows:
(a) Before submission of manuscript (Publishing Service):
(i) 0-30 days after purchase: 100% Fee, less Processing Charge of $150 or 10% of Fee (whichever is greater).
(ii) 31-60 days after purchase: 50% Fee, less Processing Charge of $150 or 10% of Fee (whichever is greater).
(iii) More than 60 days after purchase: no refund.
(b) After submission of manuscript but before final approval (Publishing Service):
(i) Before design work: 50% Fee.
(ii) After design work begins but before final approval: 25% Fee.
(iii) After final approval: no refund.
(c) Individual Services (not part of a publishing Package) and pre-fulfillment:
(i) 0-30 days after purchase: 100% Fee, less Processing Charge of $150 or 10% of Fee (whichever is greater).
(ii) 31-60 days after purchase: 50% Fee, less Processing Charge of $150 or 10% of Fee (whichever is greater).
(iii) More than 60 days after purchase: no refund.
(d) If at any time, Service Provider terminates this Agreement because Client’s manuscript and/or the Client Content do not comply with the Content Guidelines, in Service Provider’s sole discretion, Service Provider will refund 100% of the Fee, less a content evaluation processing fee of $300.
(e) The Processing Charge is inclusive of but not limited to the fees spent on the employees responsible for processing the payment, preparing the contract, delivering the after-sale documents through electronic or physical mail, and most especially, for the employees responsible for assessing the client’s work (‘book’) to come up with the best service which the client indeed paid for.
As used in this Section 10, “fulfillment” of a Service occurs either when Client returns the author questionnaire, whether or not completed fully or correctly, or when Service Provider or a business partner/contractor notifies Client about the commencement of the Service through an on-boarding email sent by a designated Accounts Manager, whichever occurs first.
Client hereby represents and warrants to Service Provider as follows:
11.1 Client is either the exclusive author and sole owner of all intellectual property rights in the Client Content, or Client is duly authorized in writing to represent all co- authors possessing copyrights in the Client Content.
11.2 Client either owns or has obtained proper permission to use any Third-Party Property provided to Service Provider. Upon request, Client can furnish relevant documentation to substantiate such authorization.
11.3 The Client Content complies with all applicable laws and regulations and will remain compliant throughout the Term.
11.4 The Client Content complies, or will shortly comply after executing an applicable SOW, with Service Provider’s Content Guidelines.
11.5 The Client Content does not: (i) infringe on any intellectual property rights; (ii) violate any rights of privacy, publicity, or other personal or property rights; (iii) contain any libelous or unlawful matter; (iv) provide a recipe, formula, or instruction that may be harmful to the user; or (v) disclose private information of third parties protected by applicable law.
11.6 All factual statements in the Client Content are based on meticulous investigation and research for accuracy.
11.7 To Client’s knowledge, there are no pending or threatened claims, litigations, or other proceedings against Client regarding the Client Content, nor are there claims based on facts constituting a breach of any of Client’s representations and warranties.
11.8 In the event of any changes or violations of this Agreement by the Client Content, Client will promptly notify Service Provider and rectify the Client Content or its portions.
The parties acknowledge that they operate as independent contractors under this Agreement. Nothing herein or in prior dealings shall establish an employment, agency, partnership, or joint venture relationship between them. Neither party possesses the authority to bind the other or make commitments on its behalf. Each party is solely responsible for its employees’ salaries, including tax withholdings, workers’ compensation, and employment benefits.
All written communications between the parties shall be sent to the addresses specified in the applicable SOW or as designated in writing. Notices are effective upon receipt by the receiving party and compliance with specified delivery methods.
If Service Provider incurs collection-related expenses, Client agrees to reimburse Service Provider for all costs, including attorney’s fees.
This Agreement may be executed in counterparts, and facsimile or electronic signatures are deemed effective as originals.
The prevailing party in any legal enforcement action is entitled to recover reasonable attorney’s fees and litigation expenses.
If any part of this Agreement is deemed invalid or unenforceable, the parties will negotiate in good faith to amend the term to eliminate the invalidity, illegality, or unenforceability, preserving their original intent. The remaining provisions shall remain in full force and effect.
No waiver of any term or right is effective unless in writing and signed by an authorized representative. Failure to enforce a provision does not constitute a waiver and does not impair the right to enforce it later.
This Agreement, with any incorporated attachments, supersedes prior agreements. Service Provider may modify the Agreement with a thirty (30) days’ written notice. Client may terminate if not accepting modifications. Parties acknowledge no reliance on oral representations not expressly stated in the Agreement. Each party has received independent legal advice.
For the sake of interpretation, it is hereby acknowledged that the headings used in this agreement are provided for convenience purposes only and do not serve to define or restrict any provisions herein. Furthermore, any ambiguities present in this agreement shall not be interpreted against the party responsible for drafting it.
Provisions related to work product ownership, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payments, and governing law survive the termination of this Agreement.
Client may not assign this Agreement without Service Provider’s written consent, which shall not be unreasonably withheld. Any unauthorized assignment is null and void. Service Provider may assign or transfer this Agreement without Client’s consent.
Either party is excused from the performance of obligations (excluding payment obligations) under this Agreement due to circumstances beyond its reasonable control. These include but are not limited to civil commotion, war, natural disasters, governmental regulations, strikes, pandemics, or acts of God. The non-performing party shall promptly inform the other party of such an event within five (5) business days, detailing its nature and estimated duration.
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