Last Updated: 28th June, 2016
This agreement (the “Agreement”) is made between You (being a content provider, author, or publisher; or an agent or representative thereof) and BOOKFUSION LIMITED, a limited liability corporation incorporated and existing under the laws of Jamaica, having its principal place of business at Shop 2 Lot 4 Caledonia Mall Plaza, Mandeville, in the parish of Manchester, Jamaica, W.I. (hereinafter “we”, “us”, or “BookFusion”).
Whereas BookFusion is providing a publishing platform and service through its application and is granting you access to the platform and service including, but not limited to, publishing services provided at or using the domain www.bookfusion.com (the “Site”); software, tools or applications including, but not limited to, cloud-based, desktop, mobile and other software applications related to the Site (the “Applications”); and images, text, metadata, postings, and other material available through the Service (collectively the “Platform”);
Whereas you wish to use the Platform and BookFusion wishes to grant you access;
Through the use of BookFusion’s Platform, you hereby agree to the terms governing the platform, the applications, its features and functionality available on or through the Site and Applications (the “Service”).
This Agreement provides the terms and conditions of your participation in BookFusion’s digital publication and distribution program and the digital publication and distribution of your digital content through the Platform (“Work”).
This Agreement will continue in effect from the date it is first executed or accepted by you by clicking “I Agree” or by affixing your signature whether electronically or by hand (“Effective Date”), until terminated (the "Term"). Certain provisions will remain in effect after the termination of this Agreement, as stated and where applicable herein.
You hereby grant and assign to BookFusion the nonexclusive worldwide right to digitally publish, distribute, market and sell (“Publish”), and to license others to do so, the Work you have uploaded and submitted, in all digital formats by all digital distribution means available. Since the terms of agreement with BookFusion, herein, are non-exclusive, you are free to Publish, license, market and sell your Work elsewhere as long as you do not violate any agreement or any laws.
This worldwide right granted to BookFusion includes, without limitation, the right to:
In addition, you agree that we may permit our affiliates and independent contractors, and our affiliates' independent contractors, to exercise the rights that you grant to us in this Agreement. You grant us these rights set on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to the Work, then the territory for the sale of that Work will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
We reserve the right to change the terms and conditions contained in this Agreement, other Service related terms and conditions, or any policies or guidelines governing the Services, including without limitation, any of the information posted on the website about the products and services, the platform, content guidelines, submission requirements, pricing, site terms and any privacy notices, at any time and in our sole discretion. Any changes to the Site, including Service related terms and conditions, or policies and guidelines referenced in this Agreement, will be effective upon posting of such revisions on the Site and without notice to you. We will, however, endeavor to post a notice of any changes to this Agreement on the Site for at least thirty (30) days prior to effecting the changes. You are responsible for regularly reviewing the Site for changes and notice of any changes. Changes to referenced policies and guidelines or any other information in any products and services or any web pages may be posted without any other notice to you. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES TO THE AGREEMENT ON THE SITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE SITE, DO NOT CONTINUE TO USE THE SERVICES OR THE SITE.
You will indemnify, defend and hold us and our affiliates (and the respective employees, directors, members, managers and representatives of each) harmless from and against any and all claims, judgments, damages and expenses (including without limitation reasonable attorneys' fees) arising out of any breach or alleged breach by you of the terms of this Agreement, or the violation of any applicable laws.
THE PLATFORM AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT; (B) THAT THE PLATFORM, THE SERVICES OR THE SITE, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES. WE AND OUR AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE PLATFORM, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
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 Platform 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 Work within 30 business days from the date you provide us notice of termination. All rights to Works acquired by customers will survive termination.
The warranties and representations contained in this Agreement extend to you and your agents, licensees and successors and assigns.
You hereby warrant that 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
If you represent an entity that is an Author, Publisher or Content Provider, you the individual person who accepts this Agreement for the Author, Publisher or Content Provider represent and warrant that you are entitled to enter this Agreement as a duly recognized agent or authorized representative of the Author, Publisher or Content Provider and to bind the Author, Publisher or Content Provider to the terms of this Agreement.
By uploading content to BookFusion, you agree that any violation of the warranties below may result in immediate deletion of your account and the forfeiture of accrued earnings.
By submitting Your Work to BookFusion for publication, you, the author or the author you represent (if you are an agent or publisher) author’s publisher or agent or distributor, warrant and represent that the Work is complete and that the authors indicated at uploading and in the Work:
You further warrant that the Work contains no materials which:
Removal of Infringing or Defamatory Works. BookFusion 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 your material (or someone purporting to be his agent, publisher, attorney in fact or assign), BookFusion will remove the your Work and reserves the right to remove any and all information about you or your other Works and material from the Site.
Infringement by Others Upon your Work. If you learn that a third party is violating your copyright or pirating or illegally distributing a BookFusion-published Work, you must inform BookFusion however, it is your responsibility to seek relief from the offending parties. If that Work is published on BookFusion, BookFusion will remove it.
Rights Clearances and Other Legal Matters. It is your responsibility to secure permissions to the Work prior to the time you submit such Work if any material from the Work belongs to, or has been licensed to, someone else.
The copyright in the Work shall belong to you or the party that you cite as the copyright holder. You shall be solely responsible for filing or registering its copyrights and any other intellectual property with the appropriate governmental body. It is your responsibility to place a copyright notice on the copyright page or some other prominent place in the Work.
The Service may enable you to obtain, use, view, and/or read (as the case may be) data that may be obtained by you in digital form. BookFusion Limited owns the data. In all circumstances, you understand and acknowledge that your rights with respect to the data will be limited by copyright law. You agree that you will not attempt to modify any Application or data obtained through the Service for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the data.
We will have sole discretion in deciding and conducting all marketing and promotions related to the sale of your Work through the Platform. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, promote or advertise, or to continuing marketing, promoting or advertising a Work after we have commenced doing so.
We may make available to you optional features through the Platform including but not limited to Lending and Book Card Printing & Distribution. The descriptions, terms and conditions for those optional features are described on the Site at the point of opting- in to utilize those features. The terms and conditions of these features, where you have opted in shall form part of this Agreement.
Subject to Article 2, Section 6 this Agreement together with the Pricing Terms & Fee Schedule attached shall constitute the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision.
This Agreement shall be governed by and construed in accordance with the substantive laws of Jamaica. If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
No agency, partnership, joint venture or other joint relationship is created hereby.
By using the Service you acknowledge that you have read this Agreement, understand it and will be bound by its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and the year upon which you first approved such Terms of Service.
BookFusion will allow you to provide your own listing price. The list price you provide to us is referred to in this Agreement as your "List Price". The List Price you provide us will be quoted in United States Dollars (USD) and shall not be inclusive of any applicable General Consumption Tax (GCT) or Processing and Transaction Fee that will be charged to customers on each purchase.
You do however reserve the right to change the currency to Jamaican Dollars (JMD) at any time during the term of the Agreement. If you change your payment currency, the change will be effective on the first day of the following calendar month (unless we make an earlier period available).
You have sole and complete discretion to set the List Price at which your Works are sold through the Platform. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Platform.
We reserve the right to sell your Work using multiple currencies. When we do, we may convert the List Price you submit to other currencies (each, a "Sale Currency") at an exchange rate that we determine. We will periodically update the converted List Price in order to reflect current exchange rates.
Subject to your request and inquiry, we may give you the option to provide multiple List Prices for your Work in different currencies.
Your Royalty is calculated based on your List Price. You may change your List Price through your account on the Platform, and your change will be effective within fourteen (14) business days.
If you are not in breach of your obligations under this Agreement, for each Work sold to a customer through the Platform, BookFusion will pay you the applicable royalty set forth in the Rates & Calculation Table below. This price shall be net of refunds and shall not include GCT or any other applicable transaction fees that is charged to a customer or applied with respect to sales to a customer.
BookFusion will pay royalties due on the sale of your Works approximately every thirty (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 Works and corresponding royalties.
Example: List Rate $25.00 USD
|75% of List Price to You|
Example: $18.75 to You
|25% of List Price to Us|
Example: $6.25 to Us
|Customer Price Calculation||Customer Price (CP) is the price consumers will pay to purchase your work and shall be calculated as follows:|
CP = List Price + GCT (if applicable) + Processing & Transaction Fee (2.9% + $0.30)*
* Processing & Transaction Fee is subject to change depending on the processor or transaction vendor that is used. You will be notified of any change.