Terms of Service

Last Updated September 12, 2014

The following Terms of Use and Services presented are a contract between you and ProLiFic Online, LLC. Given the importance of these Terms of Service and Use, which constitute a binding contract, we encourage you to read them thoroughly.

This Agreement is a binding contract between us and the Author or entity acting as the representative of the Author who accepts the agreement with respect to your participation in the distribution of digital content (all such content is described as “ebooks,” “audiobooks,” and “interactive books”).

Agreement Acceptance
You accept this Agreement and agree to be bound by its terms by using the Website / App, or any part of it. If you don’t accept the terms, you are not entitled to use the Website / App.

Amendments to the Agreement
The Website / App will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old and by sending an email to the email address then registered for your Website / App account. Changes to this Agreement will be effective 30 days after we give you notice. If you do not like any Amendment, you are free to terminate the Agreement at any time.

We shall receive a commission of 20% of the proceeds generated by the sale and of your ebooks, 30% of the proceeds generated by the sale of your audiobooks, and 50% of the proceeds generated by the sale and of your interactive books. We are entitled to deduct our commission from the funds we receive from the sale of your ebooks, audiobooks, and interactive books.

Term and Termination
a. The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you.
b. This Agreement entitles ProLiFic Online, LLC to nonexclusive rights for a term of 12 consecutive months beginning once the ebook, audiobook and/or interactive book is officially uploaded to the website / app for sale.
b. We are entitled to terminate this Agreement at any time prior to the 12 month period if we deem necessary. We will notify you within 5 business days after termination.
c. You are entitled to terminate at any time after the 12 month period by providing us notice of termination, in which event we will cease selling your ebooks within 5 business days from the date you provide us notice of termination.
d. We are entitled to Commissions on all sales completed by us through which we distribute your ebooks, audiobooks, or interactive books prior to termination.

Website / App Eligibility and Registration
a. Eligibility: In order to participate in the Website / App you must: (a) have an active Website / App account.
b. Account Information: You must ensure that all information you provide in connection with establishing your Website / App account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Website / App.
c. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use.
d. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Website / App from time to time.
e. Account Security: You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities.
f. You may not permit any third party to use the Website / App through your account and will not use the account of any third party. You agree to immediately notify ProLiFic Online, LLC of any unauthorized use of your username, password or account.

Ebook, Audiobook and Interactive Book Distribution Rights.
a. Delivery: You must provide to us the first three chapters (unless otherwise discussed) of a manuscript in PDF, Microsoft Word or Word-compatible format for each ebook you desire to distribute through the Website / App.
b. Formatting: We will use your manuscript to create and format your ebook. The style of such formatting shall be determined by us.
c. Ebook Rejection: We are entitled to determine what content we accept and distribute through the Website / App in our sole discretion.
i. If we request that you provide additional information relating to your ebooks, such as information confirming that you have all rights required to permit our distribution of the ebooks, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the ebooks and the accuracy of the information or documentation you provide to us with respect to those rights.

Pricing and Website / App Terms
a. List Price: All ebooks, audiobooks, and interactive books will be priced the same and may be changed at any time by ProLiFic Online, LLC.

a. Royalties: For each ebook, audiobook, and interactive book sold through the Website / App, you will receive the full amount as royalties less our 20%, 30%, and 50% commissions respectively.
b. Payment Terms: We will pay royalties on your ebook, audiobook, and interactive book sales at the end of each month.
i. All payments will be made via check or PayPal.
1. If payment is made by check, we will accrue royalties payable until they equal or exceed $25 before paying you.
2. If payment is made via PayPal, we will accrue royalties payable until they equal or exceed $10 before paying you.
c. Taxes: You are responsible for any income or other taxes due and payable resulting from payments to you by ProLiFic Online, LLC under this Agreement.

Grant of Rights
You grant to ProLiFic Online, LLC throughout the term of this Agreement, a nonexclusive right and license to distribute ebooks, directly in all digital formats by all digital distribution means available. This right shall be irrevocable unless and until you terminate this Agreement according to its terms.

a. This right includes, without limitation, the right to: (a) reproduce and store ebooks on one or more computer facilities, and reformat, convert and encode ebooks; (b) display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of ebooks for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices; (c) permit customers to “store” ebooks that they have purchased on servers (“Virtual Storage”) and to access and re-download such ebooks from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within ebooks (with such modifications as are necessary to optimize their viewing), and (ii) portions of ebooks, in each case solely for the purposes of marketing, soliciting and selling ebooks; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with ebooks; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) ebooks as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display).
b. You grant us the additional right to use your manuscript and ebook files for the purpose of improving and enhancing our systems for converting and distributing electronic books.
c. You grant us the rights set forth in this Paragraph and elsewhere in this Agreement on a worldwide basis unless territorial limitations are set forth in a separate agreement signed by you and us.
d. You are the owner of the ebook files that we create.

Representations, Warranties and Indemnities
You represent and warrant that: (a) 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; (b) prior to you or your designee’s delivery of any content, you will have obtained all rights that are necessary for the exercise of the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all ebooks delivered uploaded to the Website / App comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any ebook or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable hereunder.
a. To the fullest extent permitted by applicable law, you will indemnify, defend and hold ProLiFic Online, LLC, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
b. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.

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