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last updated on March 18, 2018

The following terms and conditions apply to all print on demand layout, design, printing, and distribution services unless specifically noted. The parties to this agreement are and Author/Client.

I. Print on Demand Agreement

A. Agreement. (as applicable) will provide Print on Demand (POD) services in the United States, Australia, the UK and/or other such sites or locations as made available to Author / Client (individually or collectively referred to as the "Market") by for Title(s) stored in a database. A "Title" is defined as a work made available by Author / Client, in furtherance of the Services, identified by a unique name or number as given to a book, composition, catalogue, journal, or other similar work. Author / Client will decide whether to place an order with and will invoice the Author / Client for Services as provided for in this Agreement. All pricing and payments related to POD shall be denominated in U.S. Dollars. All pricing and payment related to UK will be converted to USD. All pricing and payment related to AU shall be denominated in Australian Dollars.

B. Applicable Products and Services Pricing. Author / Client agrees to pay the fees set forth in the applicable Pricing Schedule based off the interactive pricing tool found at (each individually and collectively referred to as the "Pricing Schedule"), which is hereby incorporated by reference and forms a part of this Agreement. Freight charges are determined from the place of manufacture. Once annually, reserves the right to modify the Pricing Schedule, however in no event shall such increase be greater than five percent (5%). Additional price changes may occur upon advance sixty (60) day notice. individually reserves the right to offset any Author / Client past due balances for services performed under this Agreement against any amounts may owe Author / Client.

C. Term and Termination. Any party may terminate this Agreement (with or without cause) by giving the other party forty- five (45) days written notice. Alternatively, this Agreement may be terminated immediately by upon reasonable belief of an intentional act of fraud, embezzlement, theft or any other violation of law occurs by the other party. For the purposes of this Agreement, “Cause” shall mean any of the following: The other party (i) files a voluntary petition for bankruptcy, initiates or consents to the initiation of insolvency proceedings with respect to it, or consents to the appointment of a trustee or receiver for its assets or business; (ii) the other party has an involuntary petition for bankruptcy filed against it by its creditors, becomes subject to insolvency proceedings or has a trustee or receiver appointed with respect to its business or assets which petition, proceeding or appointment is not dismissed within sixty (60) days of the date filed or entered; (iii) the other party makes an assignment for the benefit of creditors; or the shareholders or other owners of the other party elect to dissolve the other party or if proceedings are initiated to dissolve the other party if those proceedings are not dismissed within sixty (60) days of filing.

D. Rights to Print/Distribute. Except as provided for herein, all intellectual property rights to the Titles in a database shall remain the property of the Author / Client. is hereby granted a limited, non-exclusive, transferable, right to license or sublicense solely to print, or cause to be printed, the Titles in the course of its business of providing the Services as described in this Agreement and to distribute the Titles to fulfill Author / Client and/ or customer orders.

E. Title Submission. Author / Client will submit Titles in the designated format to through the appropriate website or as otherwise agreed by the parties. Author / Client or may delete a Title from a database at any time upon giving the other party thirty (30) days written notice, however at its sole discretion, may immediately withdraw a Title as necessary to preserve its business, status or reputation. Fees for placing Titles into the database, either by scanning or in digital form, shall consist of a one-time fee that will be charged according to the Pricing Schedule for each new Title in the database. A market distribution fee for each Title in the database will also be due at Title set up and billed on an annual basis thereafter. These fees are non-refundable in the event that a Title is withdrawn from the database. Title setup in the UK is a taxable supply for UK VAT purposes and all prices for title set up services in the UK are subject to VAT standard rates.

F. Returns. The return status of Titles for Wholesale Services will be by default (i) non- returnable. In special cases, the Author / Client can designate with the approval of as (ii) returnable and deliver, or (iii) returnable and destroy. If Author / Client designates any Title as returnable, returns will be made in accordance with ’s then current returns policy. IF AUTHOR / CLIENT CHANGES THE STATUS FROM RETURNABLE TO NON-RETURNABLE, AUTHOR / CLIENT WILL BE RESPONSIBLE FOR ANY RETURNS FOR A PERIOD OF 180 DAYS FROM THE CHANGE DATE. Regardless of return status, Author / Client agrees to reimburse for costs related to any Title returned due to inaccurate Title set up requirements. In the event we have paid you Author / Client Compensation for a printed title which is later returned, we will offset such previously paid Author / Client Compensation against any amounts we owe to you, or alternatively require you to immediately remit payment to us for the returned Title. The return status for Titles distributed through the Direct Distribution Services is non-returnable.

G. Payment/ Non Payment for Services. will provide Author / Client with sales reports outlining the fees for Services as provided and Author / Client will make payment within thirty (30) calendar days from date of invoice. Where payment is to be made by credit card, payment is due at the time Services are provided. In the event payment is not made as agreed, not authorized, or is declined, may, at its sole option, discontinue any and all services under this Agreement until payment is received, or at its option, immediately terminate this Agreement. Author / Client further agrees the account is subject to a late charge of 1.5% per month (18% annum). Any delinquent accounts may be turned over to a collection agency for the purpose of collecting such unpaid debts. Any collection fees, (including reasonable attorney fees and costs) will become immediately payable by Author / Client.

II. Wholesale Services

A. Wholesale Order Pricing. will make Author / Client Titles available from a Market where manufactures Titles to territories where has wholesale relationships. Author / Client will determine the suggested retail list price and wholesale discount for each Title and each Market where provides wholesale distribution and Author / Client chooses to authorize distribution. The currency of the suggested retail price shall be the currency applicable to the Market of distribution as outlined in the Pricing Schedule. Author / Client is not required to participate in every Market served by; however, the establishment of a suggested retail price and wholesale discount for a Market will serve as Author / Client’s permission to distribute the Title from that Market and will enable Market pricing for Titles to be available in other territories available for Services through . Author / Client shall be able to disable or modify territory availability or pricing upon forty-five (45) days advance notice. Furthermore, Author / Client warrants and represents that it has the right to distribute the Titles from each Market and extends its indemnification obligations to to the Titles available from each Market. For Wholesale Transactions, will print a book as it is ordered and buy the book from Author / Client at the wholesale discount agreed upon by the Parties. Author / Client may change the Market list price and wholesale discount upon forty-five (45) days written notice to .

B. Author / Client Compensation. Author / Client will be paid Author / Client compensation for each book printed and sold by (“Author / Client Compensation”) to its respective customers in an amount equal to the suggested retail list price less the wholesale discount and the cost of printing as specified in the Pricing Schedule(s). Author / Client Compensation will be paid to Author / Client within ninety (90) days following the end of the month in which such sales were made. may change the Author / Client Compensation terms upon sixty (60) days written notice to Author / Client. Amounts due to Author / Client will be converted to Author / Client's preferred payment currency (from the options available as outlined in the Pricing Schedule) at the end of the fiscal period in which a sale occurs and at the exchange rate, if applicable, provided by 's independent third-party exchange rate service provider, where applicable.

III. Global Connect Program

A. Global Connect Program ("GCP"). The GCP is a Wholesale Services transaction available through's POD vendor, LSI, which provides the Author/Client with the opportunity for the sale, printing, and distribution of the Titles through a network of GCP partners located in various countries throughout the world (the "GCP Market"). Through LSI, will make Author / Client Titles available in each current GCP Market and those additional territories as they become available. Once a Title is active in a GCP Market, Author / Client may change such GCP Market availability upon thirty (30) days’ notice to Author / Client may also elect to participate in a GCP Market by designating unique pricing by Market or region offered within the GCP.

B. Global Connect Products. Products are manufactured by a GCP partner according to the specifications provided by and agreed to by LSI. Prior to authorizing any GCP partner to produce any specific Title, the GCP partner must establish that it has the capability to meet the LSI specifications and remain subject to ongoing quality assurance reviews.

C. Title Submission. Titles in the database with United States Market pricing will automatically be eligible for the LSI database and distribution through GCP. Author / Client may choose to not authorize all or specific Titles within their database for the LSI database and GCP distribution. An online LSI account shall be available to Author/Client.

D. License Fee for GCP. Author / Client will be paid a license fee for each book printed and sold by LSI through its GCP partner in each applicable market. The fee paid will be determined by Author / Client's current US list price (or the suggested retail list price as provided by Author / Client in US dollars), less their wholesale discount, less the current US print charge. Author / Client shall establish the suggested retail list price in US dollars and wholesale discount for each title they would like to sell in the applicable market. All payments to Author / Client shall be in the form Author / Client currently receives. All sales proceeds and licensing fees will be accounted for and included on Author / Client's current Author / Client Compensation statements and paid pursuant to Section II(B).

E. Security. LSI will make a print file available to a particular GCP partner when a Title is ordered in that market for use as orders are placed. LSI will transmit files to the GCP partner over secure, encrypted connections. Following successful manufacture, the GCP partner must delete the local resident file within fifteen (15) days following the last Title order. All files will be provided only on an as needed basis.

F. Reporting. All sales will be accounted for and included in a compensation statement prepared by Author / Client’s monthly sales reports will account for and reflect titles sold, printed and distributed via the GCP by territory.

G. Returns. All titles sold through the GCP shall be sold non-returnable.

H. GCP Termination. Either party may terminate permission for a Title in any given territory or may cancel all Titles from the GCP by giving the other party thirty (30) days written notice. Upon termination by either party, Author / Client’s titles shall be removed from the GCP program.

IV. Direct Distribution Services

A. Order Fulfillment. At Author / Client’s request, will provide Direct Distribution Services, which shall generally include printing, fulfillment and other special services as agreed by the Parties, subject to and in accordance with this Agreement and will print books for Author / Client as they are ordered and provide order fulfillment services. reserves the sole right to determine where to manufacture titles. Author / Client will be responsible for its own accounting and other business needs not expressly set out in this Agreement, including but not limited to third party pricing, terms of sale, order taking, order entry, invoicing, credit memo processing, credit, collections and customer service.

B. Direct Distribution Fees. Author / Client shall pay as applicable, for all printing charges, service fees (listed on the quote provided to the Author / Client), freight and postal charges incurred on behalf of Author / Client, and any taxes as may be applicable (See Section V.F.) during the term of this Agreement. (as applicable) shall provide Author / Client with a report or invoice detailing the fees for Services and reimbursable expenses and Author / Client shall make payment, without offset, within thirty (30) calendar days of the date of the invoice.

C. Correction of Errors. Author / Client acknowledges that errors (such as mis-shipments, quantity/title discrepancies, or missed delivery dates) will occur from time to time in the normal, ongoing course of business. If an error occurs and it is the fault of, LSI or GSP affiliates, shall take responsibility for remediation and correct the error at its cost by re-shipment, arranging for the return shipment, or reimbursing the Author / Client for the incurred standard or premium freight charges. These shall be Author / Client’s exclusive remedies for errors and shall have no further liability.

D. Risk of Loss in Transportation. Risk of damage or loss of Author / Client’s books in transit from a facility to Author / Client or Author / Client’s customers shall pass to Author / Client upon delivery of books to the carrier at the dock, except where the Author / Client or Author / Client’s customer’s order are shipped on a prepaid basis and chose the transportation arrangements. For Canadian shipments, the terms FOB Canada shall be applied.

V. General

A. Defective Books. will replace at its own cost any books which do not meet the quality standards set forth by to Author/Client and agreed to by its affiliates and subcontractors due to manufacturing defects.

B. Warranty. Author / Client represents and warrants that it is either the owner of each of the Titles and all copyrights related thereto, or has legally obtained the legal authority from the authors or owners of the Titles to print, or have printed, and to distribute the Titles in accordance with the terms hereof and that the Titles are not libelous, defamatory or obscene, or otherwise violate any applicable laws and has been provided accurate information related to the identification of the Titles. Author / Client represents and warrants that it is responsible for the payment of royalties owed to its authors or rights holders and will hold harmless for any claims brought against it for royalties. Author / Client represents and warrants that it shall publish and/or distribute its Titles in accordance with all applicable rules, laws and regulations. Author / Client will promptly notify in writing if it receives or otherwise becomes aware of a claim alleging facts which if true would be a breach of any of the foregoing representations or warranties.

C. Indemnification. Author / Client shall defend, indemnify and hold, its directors, officers, employees and agents harmless from any claims of others alleging facts which if true would be a breach of any of Author / Client’s representations or warranties or a breach of any obligation contained in this Agreement. will give Author / Client prompt written notice of all claims, provide reasonable cooperation in the investigation and defense, and permit Author / Client, at its expense, to defend the claim with legal counsel of its choosing reasonably satisfactory to

D. Limitation of Liability. No party's liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors or for fraudulent misrepresentation is excluded or limited by this Agreement. Other than that as set out above, no party shall be liable (whether for breach of contract, negligence or for any other reason) to the other for any of the following: (i) loss of profits; (ii) loss of sales; (iii) loss of revenue; (iv) loss or waste of management or staff time, or interruption to business; (v) indirect, consequential or special loss; even if the parties have been advised of the possibility of such losses. Excluding any indemnification obligations contained in this Agreement, no party's total liability under this Agreement shall exceed, for physical damage to tangible property, the sum of Five Hundred Dollars ($500) or its equivalent in respect of each event giving rise to liability, in an aggregate amount not to exceed Five Thousand Dollars ($5000) or its equivalent, and for all other loss or damage, in an aggregate amount equal to the total amount paid by Author / Client for services under this Agreement in the 12 month period prior to most recent event giving rise to liability. In addition, each party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of any other party. The parties hereby acknowledge that the mutual covenants and agreements set forth in this Agreement reflect this allocation of risk.

E. Assignment. No party may assign or otherwise transfer this Agreement or any of its rights and obligations hereunder or any portion thereof without the prior written approval of the other, which approval will not be unreasonably withheld; provided, however, that may assign or otherwise transfer this Agreement or any of its rights and obligations hereunder or any portion thereof to its parent, subsidiaries, affiliates or successors without Author / Client’s consent or approval. Any such assignment by shall not affect the terms of this Agreement. Nothing in this section shall prohibit from subcontracting discrete components of production at’s sole discretion.

F. Taxes. Each party shall be responsible for any tax liability it incurs due to the performance of its duties under this Agreement for all transactions.

G. Force Majeure. Any delay or inability of a party to perform obligations in accordance with this Agreement (other than the payment of money) due to Acts of God, strike or any other such matter beyond the reasonable control of such party shall be excused, shall not constitute a material breach hereof and performance under this Agreement shall be deemed modified to accommodate such impediment(s).

H. Choice of Law; Jurisdiction and Venue. With respect to any claims that may arise related to the performance under this Agreement with, this Agreement shall be interrupted and enforced in accordance with the laws of the State of Massachusetts and Article 2 of the Uniform Commercial Code as enacted in the State of Massachusetts as amended from time to time, and the parties hereto agree, at such time, to recognize and submit to the jurisdiction and venue of the courts of the United States of America and the State of Massachusetts.

I. Language. This Agreement is made in the English language only, which shall be controlling in all respects. No translation, if any, of this Agreement into any other language shall be of any force or effect in the interpretation of this Agreement or in a determination of the intent or obligations of either party. All notices and communication shall only be effective if received in the English language.

J. Survival. Upon the expiration or termination of this Agreement, the obligations of the Parties to each other shall come to an end.

K. Waiver. No waiver by any party of any breach of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person. No such waiver shall be effective unless in writing and agreed to only by a writing executed by the party or Parties against whom the waiver is sought to be enforced.

L. Entire Agreement. This Agreement supersedes and replaces all previous versions of this agreement or any other agreement between some or all of the parties concerning the Services. Each party acknowledges that it has read this Agreement, together with all exhibits and attachments hereto, understands this Agreement and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter herein and that it supersedes all prior proposals, understandings and all other agreements, oral and written. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. If any provision of this Agreement is invalid under any Relevant Laws, that provision is enforceable to the extent that it is not invalid, whether it is in severable terms or not.

M. Digital Signature. By completing the fields in the digital signature section, Author / Client and each represents and warrants that it has the legal right, power and authority to enter into this Agreement and hereby agrees to be bound by the terms of this Agreement.


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