Contract Preview

1. Grant of Rights to Distributor. Subject to the terms and conditions of this Agreement, the Rightsholder grants to the Distributor, during the term of this Agreement, the non-exclusive right throughout the world to i) reproduce, distribute, display, and sell the Work as an electronic book (an "e-book") on the Platform; ii) incorporate interactive features, tools, or enhancements provided by the Platform into the e-book; (iii) convert, format, and optimize the e-book to ensure compatibility with the Platform; (iv) use excerpts, summaries, images, metadata, screenshots, screen recordings, and other media related to the Work for promotional purposes, this may include, without limitation, displaying the Work's cover, title, or excerpts as part of the Platform's interface or within promotional materials; and (v) store, distribute, and manage recordings created by End Users for the purpose of providing services to the End User and Distributor's business purposes.

2. Grant of Rights to End Users. The Rightsholder grants to the users that purchase or otherwise properly access the Work on the Platform ("End Users"), the right throughout the world, and solely for educational or personal purposes, to: (i) access and read the Work via the Platform; (ii) record persons reading the Work using features provided by the Platform; iii) playback recordings of the Work on the Platform; (iv) exercise any other rights necessary or incidental to enable End Users to enjoy full use of the Platform's features; and (v) restore their purchase of the Work from the Platform, meaning that if an End User deletes the Work from their library, they may redownload and restore access to the Work. End Users are the owners of the recordings they create on the Platform. If the Work is misrepresented used in a misleading or defamatory manner, or otherwise exploited in a way that harms its integrity or reputation, the Rightsholder may request that permissions be rescinded, subject to review and final determination by the Distributor. All rights are contingent upon End Users' compliance with the Distributor's terms of use and are granted solely within the Distributor's platform. These permissions shall automatically terminate if the Distributor ceases operations.

3. Cooperation. Promptly following the execution of this Agreement, the Rightsholder shall provide all necessary documents and files to the Distributor to facilitate the preparation of the Work for release on the Platform. Upon receipt of all such materials, the Distributor shall prepare a proof copy of the Work for the Rightsholder's review. The Rightsholder shall review the proof copy and either (i) provide written feedback or ii) deliver written notice confirming that the Work is approved for distribution on the Platform. If feedback is provided, the Distributor shall use commercially reasonable efforts to incorporate such feedback. Once the proof copy has been approved by the Rightsholder, the Distributor shall make the Work available on the Platform. Requests by the Rightsholder to update, edit, or deactivate the Work on the Platform shall be handled promptly by the Distributor. The Distributor shall use commercially reasonable efforts to complete its responsibilities within five business days following receipt of the applicable materials, feedback, or request. The Rightsholder agrees to use reasonable efforts to provide required materials, feedback, and other cooperation within five business days of request.

4. Use of Rightsholder's Name and Likeness. The Distributor has the right to use the Rightsholder's name, approved image, likeness, and biography for purposes of advertising, promotion, and other activities related to the marketing and exercise of the rights granted under this Agreement.

5. Rightsholder's Reservation of Rights. Except for the rights granted to the Distributor as set forth herein, the Rightsholder retains all right, title, and interest in and to the Work, including but not limited to all copyrights and intellectual property rights therein. Nothing in this Agreement will be construed as a transfer, assignment, or conveyance of ownership of the Work to the Distributor or any End User. All rights not expressly granted by the Rightsholder to the Distributor under this Agreement are reserved by the Rightsholder.

6. Royalties. The Distributor will pay the Rightsholder a royalty equal to 60% of the list price of the Work for each sale made through the Platform, subject to any applicable discounts, promotions and returns (the "Royalty"). The list price will be set by the Rightsholder in consultation with the Distributor. Royalties will be calculated on a monthly basis and paid to the Rightsholder within 60 days after the end of each month in which the sales occurred. For example, Royalties for sales made in January will be paid on or before the date that is 60 days from January 31st.

7. Returns. Returns and refunds may be processed either by the Distributor or by third-party service providers (such as Apple, Google, or similar platforms), depending on the method of purchase. Where a third party manages the transaction, the Rightsholder agrees that all return and refund decisions will be subject to that third party's policies and discretion, and the Distributor shall have no responsibility or liability for such decisions. For transactions managed by the Distributor, the Rightsholder agrees that returns and refunds will be permitted in accordance with the Distributor's then-current return policy. In all cases, any approved return will result in the revocation or adjustment of the End User's access to the Work, and the corresponding transaction will be excluded from Royalty calculations. The Rightsholder acknowledges that Royalties will be adjusted to reflect any such returns or refunds.

8. Rightsholder's Representations a n d Warranties. The Rightsholder represents and warrants to the Distributor that:

• The Rightsholder either is the sole author of the Work or has secured all necessary rights, licenses, and permissions to grant the rights conveyed in this Agreement;

• the Rightsholder is the sole owner or authorized representative of all rights granted under this Agreement, has not assigned, pledged, or otherwise encumbered such rights, and has full right, power, and authority to enter into this Agreement and grant the rights set forth herein;

• the Work is original and was not generated, in whole or in substantial part, using artificial intelligence;

• the Rightsholder holds all necessary rights to the Work and the Work does not infringe upon or violate any copyright, trademark, or trade secret of others, and the Rightsholder holds or has secured all necessary rights for its use and distribution;

• the Work contains no material that is defamatory, obscene, infringing, or otherwise unlawful, nor does it violate any rights of privacy, publicity, or other legal rights of any third party, and its use will not subject the Distributor to liability;

• all statements in the Work asserted as facts are true and based on the Rightsholder's investigation and generally accepted research practices to confirm their accuracy; 

• in the event that multiple parties hold rights to the Work, the individual executing this Agreement (the "Primary Rightsholder") represents and warrants that they are authorized to act on behalf of all other rightsholders with respect to the rights granted herein. The Primary Rightsholder shall be solely responsible for the distribution of any royalties or payments due to other rightsholders. The Distributor shall have no obligation to verify the authority of the Primary Rightsholder or to make payments to any party other than the Primary Rightsholder. The names and contact information of any additional rightsholders may be provided for reference but shall not be required as a condition to the effectiveness of this Agreement.

9. Copyright Matters. If the Rightsholder's rights to the Work change, are disputed, or are otherwise affected (including but not limited to copyright expiration, licensing conflicts, or third-party claims), the Rightsholder shall (i) notify the Distributor in writing within 10 days of the Rightsholder becoming aware of any changes, disputes, or claims regarding their rights to the Work; (ii) take all necessary actions to ensure continued compliance, including, if necessary, requesting removal of the Work from sale on the Platform; and iii) indemnify the Distributor in accordance with Section 10.

10. Rightsholder Indemnification. The Rightsholder shall indemnify, defend, and hold harmless the Distributor against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and the cost of pursuing any insurance providers arising out of or in connection with any third-party claim, suit, action, or proceeding (each, an "Action" relating to any actual or alleged breach by the Rightsholder of its representations, warranties, covenants, or other obligations hereunder. The Distributor shall promptly notify the Rightsholder in writing of any Action and cooperate with the Rightsholder at the Rightsholder's sole cost and expense. The Rightsholder shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Rightsholder's sole cost and expense. The Rightsholder shall not settle any Action in a manner that adversely affects the Distributor's rights without the Distributor's prior written consent. The Distributor may participate in and observe the proceedings at its own cost and expense.

11. Limitation o f Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES), ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE USE OF THE WORK ON THE PLATFORM, EVEN IF THE PARTY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL ROYALTIES PAID OR PAYABLE TO THE RIGHTSHOLDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Confidentiality. "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by the one party to the other party, whether in writing, orally, or otherwise, including but not limited to sales data, marketing strategies, pricing models, platform features, business operations, unpublished content, and any other information designated as confidential. The receiving party agrees to (a) maintain and protect the confidentiality of the Confidential Information and not disclose it to any third party without the disclosing party's prior written consent, and (b) use the Confidential Information solely for the purpose of fulfilling their obligations under this Agreement. Confidential Information does not include information that i ) is or becomes publicly available through no breach of this Agreement by the receiving party, ( i ) was lawfully obtained by the receiving party from a third party without an obligation of confidentiality, or (iii) is independently developed by the receiving party without reliance on the Confidential Information.

13. Termination. Either party may terminate this Agreement upon 30 days written notice to the other party. In addition, either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is unable to pay its debts as they become due; (b) files for bankruptcy, reorganization, or similar relief; (c) has a bankruptcy proceeding filed against it that is not dismissed within 60 days; or (d) makes an assignment for the benefit of creditors or appoints a receiver, trustee, or custodian for substantially all of its assets. Termination will not affect the rights of End Users who have previously purchased or downloaded the Work, and such End Users shall retain access to the Work to the extent the Platform remains in operation. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of the Agreement, will survive any such termination or expiration, including the Distributor's obligation to pay any Royalty earned prior to termination of this Agreement. In addition to the foregoing, the following Sections will survive termination of this Agreement: Sections 1(ii), 1(iii), 1(iv)(to the extent Distributor created materials prior to termination of this Agreement), 1(v), 2, 4 (to the extent Distributor created materials prior to termination of this Agreement), and 5 through 14

14. General Provisions.

• Assignment. This Agreement is binding on and inures to the benefit of the parties hereto, the heirs, executors, and administrators of the Rightsholder, and the successors and assigns of the Distributor. Distributor may freely assign this Agreement. The Rightsholder may not assign any of its rights or delegate any of its obligations under this Agreement, in each case whether voluntarily or involuntarily, by operation of law, or otherwise, without the Distributor's prior written consent.

• Entire Agreement. This Agreement is the sole and entire agreement of the parties with respect to the subject matter herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

• No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express, or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

• Amendment and Modification; Waiver. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver about any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or will be construed as a waiver thereof; nor does any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

• Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

• Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed set forth on the signature page hereto (or as otherwise specified by a party in a notice given in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

• Governing Law; Arbitration. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Nevada. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, or validity, shall be finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will take place Clark County, Nevada. The language of the arbitration shall be English. The arbitration will be determined by a single arbitrator appointed in accordance with the AAA Commercial Arbitration Rules. The arbitrator shall have expertise in the subject matter of the dispute. The parties may mutually agree upon the arbitrator, or if they fail to agree within five days of the initiation of arbitration, the arbitrator shall be appointed by AAA. The arbitration proceedings shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitrator shall have the authority to grant any remedy or relief that a court of competent jurisdiction could grant, including, without limitation, equitable relief. The decision of th arbitrator shall be final and binding upon the parties, and any such decision may be enforced i any court of competent jurisdiction.

• Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by pdf document, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.