SCOPE
The Parties shall engage in the activities outlined in SOW or Contract executed by the Author and the Studio. It is mutually recognized that their respective commitments to undertake the activities specified in the Contract constitute valuable consideration for an Agreement to pay for the services contracted and to be rendered by the Studio.
LICENSES
The Author grants Studio of Books a non-exclusive, non-transferable, royalty-free license to utilize the Author’s trade names, trademarks, logos, and service marks (collectively referred to as “Marks”) solely for the purpose of fulfilling this Agreement. Studio of Books is prohibited from using any of the Author’s Marks for any other purpose without obtaining prior written consent from the Author. Studio of Books is obligated not to modify, remove, or allow the alteration or removal of any Marks or other identifying marks placed by the Author or its agents on the products, documentation, or literature associated with this Agreement, without the Author’s prior written approval.
Studio of Books does not own any rights, title, or interest in the Marks or the goodwill associated with the Author. Studio of Books acknowledges that the Author’s Marks and related goodwill exclusively belong to the Author. Studio of Books agrees not to contest the rights of the Author in their Marks, use any marks, works, or symbols confusingly similar to the Author’s Marks, or attempt to register trademarks, marks, or trade names that may cause confusion with the Author’s Marks. Throughout and after the term of this Agreement, Studio of Books shall not challenge, assist others in challenging, or attempt to register any trademarks, marks, or trade names that are confusingly similar to the Author’s Marks.
USER TRACKING
Studio of Books will employ and apply reasonable tracking mechanisms to enable the Author to precisely monitor users who navigate from the Studio of Books Site to the Author Site and make purchases of Author Services.
NO GUARANTEE OF MINIMUM SALES
The Marketer does not guarantee that the sale of any of its products or services will result in a specific minimum quantity of copies of the Work being sold. The Marketer is not held responsible if the sales of the Work do not meet the Author’s anticipated levels, and the Author acknowledges that the Marketer has no control over readers’ purchasing decisions.
DISCLAIMER: THE OUTCOMES OF YOUR MARKETING AND PUBLICITY CAMPAIGN MAY VARY, CONTINGENT ON THE QUALITY AND SALES POTENTIAL OF EACH BOOK. STUDIO OF BOOKS OFFERS ESSENTIAL PROGRAMS TO ENHANCE YOUR BOOK’S SALES POTENTIAL BUT DOES NOT GUARANTEE SPECIFIC RESULTS OTHER THAN THE FULFILLMENT OF THE SERVICES PAID FOR.
DISCLAIMER AND WARRANTY
5.1 The Party possesses complete corporate authority and is fully empowered to enter into this Agreement and execute the necessary actions as stipulated herein;
5.2 Upon execution and delivery by the aforementioned Party, this Agreement shall represent the legal, valid, and binding commitment of said Party, enforceable in accordance with its terms.
5.3 The execution of this Agreement by the mentioned Party and the fulfillment of its obligations and duties hereunder do not and will not breach any other agreement to which the Party is a party or by which it is otherwise obligated.
5.4 Each party recognizes that the other party does not make any representations, warranties, or agreements related to the subject matter herein that are not expressly specified in this Agreement.
DISCLAIMER: EXCEPT AS SPECIFICALLY STATED HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY RENOUNCES ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES DELINEATED IN THIS AGREEMENT. THIS INCLUDES ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
PUBLICITY
The Parties shall collaborate to develop suitable public and promotional announcements or press releases concerning the arrangement outlined in this Agreement. Any public announcements referencing the other Party, excluding those merely identifying one Party as a customer or strategic marketer of the other Party, will be subject to prior review and approval. Such approval shall not be unreasonably withheld or delayed.
MISCELLANEOUS
7.1 Notices
Any notices that either Party is obligated or wishes to provide to the other Party must be in writing and directed to the Party to be served at the specified addresses in this contract. The notices should be transmitted via U.S. Express Mail or private express courier service with confirmed receipt, and they will be deemed effective upon receipt at the addresses outlined herein (unless the Parties are formally notified in writing of a change in address, in which case notice shall be dispatched to the updated address). The Author is required to send notices to the official address of Studio of Books at 5900 Balcones Drive Suite 100, Austin, Texas 78731.
7.2 Waiver
No waiver of any provision in this Agreement, nor any rights or obligations of either Party herein, shall be valid unless executed through a written instrument signed by the Party waiving compliance. Additionally, any such waiver will be applicable solely to the specific instance and for the explicit purpose outlined in the written document.
7.3 Entire Agreement
This Agreement constitutes the comprehensive understanding and agreement between the parties concerning the transactions envisioned herein, thereby overriding any prior or contemporaneous oral or written representations, understandings, agreements, or communications between the Parties related to the subject matter. Neither Party is placing reliance on any warranties, representations, assurances, or inducements not explicitly stated in this Agreement.
7.4 Headings
The section and paragraph headings included in this Agreement are for convenience only and do not establish, control, restrict, alter, or interpret the scope or extent of the provisions to which they pertain. These headings are not integral to this Agreement and hold no legal significance.
7.5 Force Majeure
Neither Party shall be considered in default under this Agreement, nor shall it hold the other Party accountable for any cessation, interruption, or delay in fulfilling its obligations hereunder due to circumstances such as earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott. However, the Party invoking this section must:
(i) promptly provide written notice to the other Party, within ten (10) days of discovering the event, and;
(ii) take all reasonably necessary steps under the circumstances to mitigate the impact of the force majeure event mentioned in such notice. Furthermore, if a force majeure event described in this section persists for a cumulative period exceeding thirty (30) days, either Party has the right to terminate this Agreement immediately.
7.6 Amendments and Severability
No amendment or modification to this Agreement, and no waiver of any rights, shall be valid unless agreed to in writing by the party to be charged. The waiver of any breach or default will not be deemed a waiver of any other right herein or any subsequent breach or default. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall remain unaffected and unimpaired.
a.Independent Contractors
The Parties entering into this Agreement are independent contractors. Neither Party acts as an agent, representative, or partner of the other Party. No Party possesses the right, power, or authority to enter into any agreement on behalf of the other Party or assume any obligation or liability that binds the other Party. This Agreement does not establish an association, joint venture, partnership, franchise, sales representative, or employment relationship between the Parties, nor does it impose any partnership obligation or liability on either Party. Each Party is responsible for its own costs and expenses related to the fulfillment of this Agreement.
7.8 Assignment
This Agreement is binding upon and beneficial to the successors and assigns of each Party. No Party may assign this Agreement, either in whole or in part, without the prior written consent of the other Party. However, the sale of any part of the assets of either Party or its subsidiaries or its acquisition by merger into another company shall not be considered an assignment of this Agreement by that Party. Furthermore, the Party subject to sale or acquisition as per the previous sentence must provide written notice to the other Party within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement in a manner inconsistent with this provision will be deemed null and void.
7.9 Construction
Should any provision of this Agreement conflict with the applicable law governing its interpretation, or if a court of competent jurisdiction deems any provision invalid, that provision shall be considered restated to reflect the original intentions of the Parties as closely as possible. The remaining portions of this Agreement shall remain fully enforceable. No presumption shall be made for or against either Party based on that Party being the principal drafter of this Agreement.
7.10 Records
Throughout the Term and for an additional period of one (1) year following its conclusion, the Parties shall retain books and records pertaining to customer transactions outlined in this Agreement. Upon receiving reasonable notice, the Party requested to do so will furnish the other Party with the relevant books and records for examination, ensuring compliance with the terms of this Agreement.
7.11 Non-Exclusivity
The Parties acknowledge that this Agreement does not establish an exclusive relationship between them. They mutually agree that they retain the freedom to engage in similar transactions, as outlined in this Agreement, with other entities. Additionally, the Parties may independently or indirectly seek customer referrals through alternative channels, subject to terms and conditions that may vary from those specified herein.
7.12 Signatories
This Agreement shall be executed on behalf of Studio of Books by Studio of Books, and on behalf of the Author by (Authorized Representative).
CONFIDENTIALITY / NON-DISCLOSURE PROVISIONS
Protection of Confidential Information — the parties may share confidential information and trade secrets, encompassing details about their respective organizations, business operations, finances, personnel, services, systems, pricing structures, proprietary products and processes, transactions, and/or business relationships (collectively referred to as “Information”).
The term “Information” shall exclude:
(i) information readily available to the public without the fault of the other Party,
(ii) information already within the knowledge of the other Party, or
(iii) information that has become part of the public domain without fault on the part of a Party.
Each Party commits to maintaining the confidentiality of all disclosed information and shall obligate its employees, consultants, professional representatives, and agents to do the same. The disclosed information shall only be utilized by each Party for the purpose of fulfilling obligations under this Agreement, and disclosure of Confidential Information shall only occur on a need-to-know basis. However, the Party disclosing the information shall hold responsibility for the actions of any third party obtaining the Confidential Information from that Party. Each Party shall exercise necessary precautions in handling the Confidential Information of the other party, limiting disclosures strictly on a need-to-know basis.
Moreover, the receiving Party may disclose information if compelled to do so by subpoena, legal process, or statutory requirement, provided that the disclosing Party is given a reasonable opportunity to contest such a disclosure requirement.
REFUND AND TERMINATION (Also see Refunds Policy)
The duration of this Agreement shall span six (6) months from the Launch Date unless terminated earlier in accordance with the provisions outlined herein. The Launch Date is defined as the date when the Author’s Promotional Offer is publicly presented on the Studio of Books website.
In the event of termination by the Author or termination by the Marketer for Cause (as defined below) at any time or termination without Cause, refunds will be issued according to the following terms:
9.1 For Marketing Services and Other Services (excluding those incorporated within a Publishing Package) before the commencement of the fulfillment of individual Service(s):
(i) Within 0-60 calendar days after the purchase: 100% of the purchase price or no refund if we initiate fulfillment of individual Service(s), whichever is greater.
(ii) More than 60 calendar days after the purchase: No Refund
(iii) After the initiation of fulfillment of individual Service(s): No Refund
9.2 For Marketing Services and Other Services (integral to a Publishing Package) upon submission of the final draft of the Marketing Service to the client but before the commencement of the marketing service launch queue: A refund of Fifty Percent (50%) of the purchase price will be provided.
9.3 Once the availed Service(s) are in the queue for the marketing service launch: No Refund
NOTE: The fulfillment of a Service(s) takes place either upon the Author’s submission of the author questionnaire, irrespective of its completion status or accuracy, or when the Marketer or a Contractor commence work on the Service, whichever happens first.
If the Marketer terminates the Agreement without Cause before fulfilling the Marketing Services, a 100% refund of the purchase price will be issued.
“Cause” is defined as:
(i) engaging in abusive or uncivil behavior towards the Marketer or Our Contractors;
(ii) the Author’s Manuscript or the Author’s Work failing to adhere to the Content Guidelines or applicable laws at any time; or
(iii) the receipt of a formal or informal allegation, complaint, demand, or Action in any form from a third party concerning the Author, the Author’s Work, or the Author’s Royalties.
If, at any point, the Marketer terminates this Agreement due to non-compliance of the Author’s Manuscript or the Author’s Work with our Content Guidelines, at Our sole discretion, a refund of 100% of the purchase price will be issued, with a deduction of an administrative or processing fee of $150.
Should the Author, subsequent to the termination of this Agreement, formally request in writing an electronic file(s) of the Work, the Marketer will dispatch the PDF file(s) within 30 days, with Our Property removed.
Effect of Termination: Termination does not absolve either Party of obligations incurred before such termination. Upon termination, Studio of Books commits to:
(i) halt all promotions of Author’s services;
(ii) discontinue any use of Author’s technology and Marks; and
(iii) stop offering Author’s services through a website or other means. Additionally, upon request, Studio of Books will promptly either destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information within Studio of Books’ possession or control.
Without restricting the above in any manner, the Parties mutually agree that post-termination, each Party retains the right to continue providing their products/services directly to users who subscribed to the product/service prior to termination, without incurring any liability or obligation to the other Party.