This Service Agreement is made between Writers Arcadia (the "Service Provider") and you (the "Author"). The Service Provider and the Author may be referred to collectively as the Parties. Failure of either party to comply with the terms and conditions herein may result in the termination of the contract. The terms and conditions shall only be valid when you (the "Author") agree by signing this form in its designated signatory page.

 

1. RIGHTS AND LICENSES

 

The Work is composed of intellectual property that may fall into four categories: (1) Your Manuscript; (2) Our Work Product; (3) Our Property; and (4) Third Party Property.

 

Your Manuscript includes the text of the Work, in its original form as submitted by You and as edited by Us during the fulfillment of editorial Services purchased by You, and graphics or other materials, all owned or authorized in writing by the owners to be submitted by You to be incorporated into the Work. YOU (AND/ OR THE PERSONS YOU ARE EXCLUSIVELY AUTHORIZED TO REPRESENT IN THIS AGREEMENT) WILL REMAIN THE SOLE AND EXCLUSIVE OWNER(S) OF ALL RIGHT, TITLE, AND INTEREST, INCLUDING COPYRIGHT, IN AND TO YOUR MANUSCRIPT.

 

Our Work Product includes the book design, book cover design, graphics, Illustrations (as defined below), and other content that We or Our Contractors create in the process of fulfilling the Services (with the exception of the text of the Work). Our Property includes Our imprint logos, imprint names, trademarks, barcodes, and ISBNs. We remain the sole and exclusive owner of all right, title, and interest, including copyright, in and to Our Work Product and Our Property.

 

Third Party Property includes content that is owned by third parties that either We license, or You license or otherwise have permission to use in The Work. If Your use of Third Party Property is subject to any restrictions (such as a limit on the number of reproductions of an image), You are responsible for ensuring compliance with those restrictions. All right, title, and interest in Third Party Property shall remain with the respective Third Party. Third Party Property licensed to Us may only be used in the version of the Work (in any format) that We create and may not be removed or used in any other versions of the Work or other products or materials.

 

During the Term of this Agreement and for the purpose of fulfilling the Services purchased by You and complying with Our obligations under this Agreement, with respect to Your Manuscript and Third Party Property licensed to You for use in the Work, You authorize, consent to, and grant to Us and Our Contractors the following:

 

- The worldwide rights and license to display, exhibit, reproduce, digitize, modify, license, and otherwise use the information that You provide to Us about You (such as Your name or chosen pen name, image, likeness, appearance, voice, video footage, biographical and personal information, etc.) and information about the Work (such as the title, Your description of the Work, excerpts and images from the Work, etc.), in all materials created by Us or on Our behalf that incorporate any of the information above, in any format and in all media;

 

- The worldwide rights and license to send free review copies of the Work to members of media and other potential book reviewers or book sellers, in Our sole discretion;

 

- The worldwide rights and license to make excerpts or previews of the Work available for preview on websites or via other media, including the websites of certain retailers, in Our sole discretion;

 

- The exclusive, transferable, worldwide license to manufacture, store, use, display, execute, reproduce (in whole or in part), transmit, modify (for example, for formatting purposes or to create authorized derivative works), import, make,

 

 have made, offer to sell, print, publish, sublicense, distribute, and sell (individually or as part of compilations or collective works), and license for use via any subscription model or lending model, through all distribution channels available now or at a later time, in any language, in any format, and via any medium, now known or hereafter devised, selected in Our sole discretion and consistent with the Services You purchase, the Work;

 

- During the transition period of ninety (90) days after termination of this Agreement, the non-exclusive, worldwide license to engage in the activities set forth above; and

 

- The right and license to compile and use statistical information regarding sales of the Work.

 

After this Agreement is terminated, We grant to You a non-exclusive, worldwide license to manufacture, store, use, display, execute, reproduce, transmit, import, make, have made, offer to sell, print, publish, sublicense, distribute, and sell Our Work Product and Third Party Property provided by Us only as it exists in the version of the Work that was created by Us. The resale of copies of the Work purchased previously by You or a third party is not subject to the terms of this Agreement.

 

We grant to You a perpetual, non-exclusive, irrevocable, royalty-free, worldwide license to use, store, display, reproduce, transmit, sell, print, publish, sublicense, distribute, transfer, and make or have made derivative works, for any purpose whatsoever, the custom illustrations that We create pursuant to this Agreement ("Illustrations").

 

2. FULFILLMENT OF SERVICES

 

Before We are required to begin fulfillment of the Services, You must submit to Us: (a) a fully completed Title Submission Form or other forms requested by Us; (b) Your Manuscript; and (c) full payment for the Services. We are not responsible for the loss of or damage to Your Manuscript while in transit or while in Our possession. We are not obligated to preserve or return Your Manuscript or any other submitted materials to You.

 

Your Manuscript and Work must comply with Our Content Guidelines and all applicable laws and regulations. We do not provide any legal advice regarding your intellectual property rights or other related legal rights with respect to any Submitted Materials. If You have questions regarding Your Manuscript or The Work's compliance with applicable laws and regulations, such as copyright laws, rights of privacy and publicity, and libel/defamation, You should consult an attorney for legal advice.

 

We reserve the right to conduct a content evaluation on Your Manuscript and The Work ("Content Evaluation") solely and exclusively for Our internal purposes. If Writers Arcadia, in its sole discretion, deems your manuscript to be unacceptable, we will notify you through email and request that you revise, correct, and/or supplement the Manuscript until it complies with our Content Guidelines, as set forth, including, but not limited to, restrictions regarding content, interior design, and cover design. If You choose not to make the necessary revisions to comply with Our Content Guidelines, You or We may terminate this Agreement.

 

You agree that We will determine the price at which to sell the various formats of The Work ("Suggested Retail Price").

 

PLEASE NOTE THAT THE SUGGESTED RETAIL PRICE IS NOT NECESSARILY THE PRICE OF THE WORK TO THE END CUSTOMER, WHICH IS SET BY THE RETAILER.

 

When We have created The Work, We will provide You with an electronic copy for Your complete and thorough review prior to publication. If, upon review, You are satisfied that each and every aspect of The Work is accurate, complete, and meets Your expectations, and You acknowledge and accept the Suggested Retail Price, You will sign all requested forms to indicate Your final approval and return them to Us in a

 

 timely manner. After Your final approval is given, You waive any and all claims against Us or Our Contractors arising from or related to any alleged errors, omissions, or other content or pricing issues discovered in The Work after final approval. You are responsible for the Fees for any subsequent changes, corrections, or other Services requested by You after final approval.

 

Upon final approval of the Work, We will make the Work available through Our website and Our Contractors, consistent with the Services purchased by You. The Work may be sold individually in any format or may be distributed in one or more of the following models: (i) divided with only certain portions of the Work sold; (ii) combined, in whole or part, with other works and sold as part of a bundle; (iii) combined, in whole or in part, with other works and sold as part of a subscription service; or (iv) combined, in whole or in part, and sold as part of a lending service. We do not warrant that any particular Contractor will offer the Work for sale, as this is at the sole discretion of the Contractor, or that We will continue to use any particular Contractor. If We receive a complaint from You or a third party regarding the Work, We may discontinue the distribution of the Work while We resolve the complaint.

 

You are responsible for the payment of shipping and handling fees applicable to the shipment of copies of the Work to You, whether included with the Service(s) or Publishing Package, provided free-of-charge, or otherwise purchased by You from Us.

 

3. REPRESENTATIONS AND WARRANTIES

 

You represent and warrant the following:

 

- You are either the sole author and sole owner of all copyrights, or You are exclusively authorized in writing to represent all co-authors owning all copyrights to Your Manuscript, or Your Manuscript is a work for hire and You own all copyrights in it;

 

- You are either the owner of or You have secured permission to use any Third Party Property that You give to Us to include in the Work, and You can provide proof of such permission if requested;

 

- Your Manuscript and the Work comply with all Content Guidelines and applicable laws and regulations; and You understand that You are solely responsible for ensuring that the Work complies with Our Content Guidelines and all applicable laws and regulations at all times;

 

- Your Manuscript and the Work do not: (i) infringe on any copyright or other intellectual property rights; (ii) violate any right of privacy, publicity or other personal or property right whatsoever; (iii) contain any libelous matter or matter otherwise contrary to law; (iv) contain a recipe, formula, or instruction that may be injurious to the user; (v) contain any information of a third party deemed private by applicable law (such as social security numbers, dates of birth, or private financial or medical information); or (vi) contain any illegal content such as child pornography or similar materials.

 

- All statements in Your Manuscript or the Work asserted as facts are based on Your careful investigation and research for accuracy;

 

- There have not been and are not now any pending or, to Your knowledge, threatened claims, litigation, or other proceedings pending against You with respect to the content or title of Your Manuscript or the Work or other claims based on any facts that would constitute a breach of any of Your representations and warranties;

 

- All information in Your Manuscript or that You submit or communicate to Us is accurate; and You will immediately notify Us to update and/or correct any information that becomes inaccurate.

 

Author acknowledges and agrees that the Services are designed to maximize book publicity, but Writers Arcadia does not guarantee results and/or an increase in book sales.

 

Authors may suggest a specific launching date for the marketing service, but Writers Arcadia does not guarantee fulfillment on the preferred date

 

. All orders are scheduled according to a first-come, first-served basis.

 

4. DISCLAIMER OF WARRANTIES

 

SALES ARE NOT GUARANTEED. WE MAINTAIN NO CONTROL OVER THE SUBJECTIVE PURCHASING DECISIONS OF CONSUMERS OR BOOKSELLERS, AND, CONSEQUENTLY, WE CANNOT AND DO NOT GUARANTEE SALES OF YOUR WORK. WE MAKE NO GUARANTEES OR PROMISES AS TO THE MINIMUM SUCCESS OF THE SERVICES OR THE AMOUNT OF BOOK SALES THAT MAY RESULT FROM ANY OR ALL OF THE SERVICES.

 

GENERAL DISCLAIMER OF WARRANTIES. EXCEPT FOR ANY WARRANTIES OR REPRESENTATIONS EXPLICITLY SET FORTH IN THIS AGREEMENT, WE MAKE NO OTHER WARRANTY, AND EXPLICITLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM OR USAGE IN THE TRADE, OR OTHERWISE) WITH RESPECT TO THE SERVICES, OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE, WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WARRANTY OF TITLE, AND WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

 

5. WAIVER OF CLAIMS; INDEMNIFICATION

 

To the fullest extent permitted by applicable law, You hereby release, waive, discharge, and covenant not to sue Us and Our Contractors for any liability to You, Your personal representatives, assigns, heirs, or successors in interest, or for any loss, damage, or expenses, or any claims, demands, or Actions therefore, arising from or related to, directly or indirectly, Our or Our Contractors' use of the rights and licenses granted in this Agreement to fulfill the Services and other obligations under this Agreement, including, but not limited to, claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world. For purposes of this Agreement, "Actions" include any litigation, lawsuit, or administrative, governmental, or other proceeding including, but not limited to, government investigations, inquiries, hearings, and other requests, or any appeal thereof.

 

You acknowledge that You are solely and fully responsible for the content of the Manuscript and the Work, and that We will not be liable to You or to any third party or other person or entity for the content of Your Manuscript or the Work, regardless of whether We had any knowledge or could have reasonably known of any violation of Your above representations or that the Work or Manuscript otherwise violates law.

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You will fully indemnify and hold harmless, Us and Our Contractors, and each such entity’s officers, directors, members, managers, employees, agents, insurers, contractors, attorneys, successors, and permitted assigns from and against any claim, cause of action, demand, Action, proceeding, losses, liability, cost, expense (including reasonable attorneys’ fees) or damages arising out of or resulting from a breach of contract, including, but not limited to, any breach or alleged breach of any of Your foregoing representations, warranties, and obligations. Until any claim for indemnity hereunder has been fully satisfied, We may retain all payments due You, including Royalties, if any, and/or We may cease providing any further Services; and You will have no right to receive a Refund of any amounts paid by You to Us.

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6. REMEDIES; LIMITATION OF LIABILITY

You agree to provide us with all necessary information and materials to fulfill the services in a legal and lawful manner. We do not assume any legal responsibility for the accuracy or legitimacy of the provided information or materials. In the event that you act unlawfully or without proper authorization, resulting in inaccurate or unlawful work, we hold no legal or financial responsibility.

 

Please note that despite our efforts to notify our network to cease publishing your work after termination, certain previews may remain accessible indefinitely. We shall not be liable to you for any copyright infringement or other claims arising from a contractor's failure to remove an excerpt or preview of your work.

 

We are not liable for any damages related to a contractor's failure to remove an excerpt or preview of the work, or to update the version of the work during the agreement's term, provided that we have given notice of the requested change to the contractor. We shall not be liable to you for any copyright infringement or other claims arising from a retailer or contractor's failure to cease production, sale, and distribution of the work or to remove an excerpt or preview after the agreement's termination, provided that we have given notice of the requested change to the contractor.

 

In the event that we publish the work in a format other than the selected and purchased format, your sole remedy will be the payment of royalties for any sale of the work in the non-selected format. Upon written notice from you, we will delist and request our contractors to delist such version.

 

The parties acknowledge that the payment of royalties for sales occurring after the termination of this agreement or for the publication of the work in a non-selected format constitutes liquidated damages and compensation, but not a penalty. The parties agree that any harm caused by the publication of the work in a non-selected format or a sale after the agreement's termination would be difficult to accurately estimate at the time of this agreement, and the liquidated damages serve as a reasonable estimate of anticipated or actual harm. Our payment of the liquidated damages is our sole liability and your exclusive remedy in the event of such a sale or publication.

 

LIMITATION OF LIABILITY: IN NO EVENT SHALL WE OR ANY OF OUR EMPLOYEES, REPRESENTATIVES, OFFICERS, DIRECTORS, MEMBERS, OWNERS, AGENTS, ATTORNEYS, OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE), OR OTHERWISE, REGARDLESS OF FORESEEABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES REGARDLESS OF THE FAILURE OF ANY AGREED OR OTHER REMEDY'S ESSENTIAL PURPOSE.

 

IN NO EVENT SHALL OUR AGGREGATE LIABILITY, OR THAT OF OUR CONTRACTORS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR IN CONNECTION WITH COPYRIGHT INFRINGEMENT, BREACH OF CONTRACT, TORT (INCLUDING LIBEL AND NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID BY YOU FOR THE APPLICABLE SERVICES.

 

The exclusions and limitations in this section shall not apply to damages or liabilities arising out of our or our contractors' gross negligence. We are not responsible for any acts of our employees outside the scope of their employment.

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7. DISPUTE RESOLUTION; GOVERNING LAW

You must file a Notice of Intent to Commence Arbitration or file a lawsuit for any claim relating to or arising directly or indirectly from this Agreement no later than one hundred eighty (180) days after any portion of your claim has accrued. By agreeing to this provision, you waive the right to file an action for any loss, damage, or liability related to or arising directly or indirectly from this Agreement under any state or federal statute of limitations that may be longer.

 

This Agreement, and any legal suit, arbitration, action, or proceeding arising out of or related to this Agreement, the services, your manuscript, and any act or omission involving you and us will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule.

 

Mandatory Arbitration / Class Action Waiver: Any controversy or claim arising out of or relating to this Agreement, its termination, or the validity or breach thereof will be settled by arbitration in New York, administered by the American Arbitration Association ("AAA"), under AAA's Commercial Arbitration Rules, by a single arbitrator. Judgment on the award rendered by the arbitrator may be entered into any court having jurisdiction thereof. The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. Arbitration replaces the right to go to court. You agree that you are voluntarily and knowingly waiving any right that you may have to go to court or to have a jury trial. Neither you nor we may serve as a representative, private attorney general, or in any other representative capacity. You and we agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, consolidated, mass, or representative proceeding. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, consolidated, mass, or representative proceeding.

 

This provision shall not prevent either party from seeking injunctive relief in Small Claims or Superior Court in New York.

 

We will not object to your choice to participate in arbitration by telephone or upon written submission if you prefer not to participate in person. If you can demonstrate to us that the cost of arbitration imposes a genuine financial hardship on you to such a degree that your ability to bring a claim in arbitration is impacted, we may elect to reimburse you for certain costs as outlined in our agreement. You have the right to opt out of this Mandatory Arbitration provision by delivering an explicit instruction to opt out, hand-signed and dated by you, via certified mail, return receipt requested, to the address provided on our website within thirty (30) days of the Effective Date of this Agreement. If we do not receive your written notice within this time period, your right to opt out will terminate, and the provisions of this section will apply. If you exercise the opt-out option, each party consents that any action arising from or related to this Agreement will be brought in the Small Claims or Superior Courts sitting in New York, and neither party will have the right to a jury trial. In the event a claim proceeds in court, you and we each waive any right to a jury trial and agree to bring suit on an individual basis only, and not in a class, consolidated, or representative action.

 

We agree that we will not be entitled to our attorney's fees or expenses incurred to defend a claim, unless certain conditions are met as specified in the agreement.

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8. MISCELLANEOUS PROVISIONS

Unless you elect otherwise in accordance with our Privacy Policy listed on our site, you consent to allow our employees, affiliates, or contractors to contact you by telephone and email using the contact information you have provided. Our communication may include information about additional services, discounts, sales, products, or opportunities offered by Writers Arcadia or our affiliates, at our discretion and frequency determined reasonable by us. Please note that telephone calls may be monitored and/or recorded by Writers Arcadia and our affiliates for quality assurance and other business purposes.

 

All notices under this Agreement by you to Writers Arcadia, including asserting any breach or termination notices, must be provided in writing via first-class U.S. Mail to: ATTN: 447 Broadway, 2nd Flr 1562, New York, NY 10013, or sent via email to info@writersarcadia.com and acknowledged. It is your responsibility to ensure that your personal information, including name, address, telephone number, email address, and tax information, is complete and up to date with us. We shall not be held responsible for any delays or failures to receive notices or other information from us due to inaccurate or incomplete personal information on your part.

 

We reserve the right to modify this Agreement, except for Section 1 and the specified royalty percentages, with thirty (30) days' notice to you by mail or email. If you do not accept such modifications, you may terminate this Agreement in accordance with Section 4 above.

 

The Parties agree that the electronic signatures included in this Agreement are intended to authenticate the writing and hold the same force and effect as manual signatures. You are solely responsible for all applicable taxes, duties, and charges imposed by any governmental entity on amounts payable by you under this Agreement, excluding taxes imposed on our income, revenues, or assets.

 

The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between the Parties. We have the right to hire assistants as subcontractors or use employees to provide the services required under this Agreement. You shall not solicit for employment or hire any of our agents involved in the performance of the services during the term of this Agreement and for a period of one (1) year following its termination, except as may be agreed upon in writing by both parties.

 

This Agreement shall be binding upon the Parties, their heirs, executors, successors, and permitted assigns. You may not assign any rights or delegate any obligations under this Agreement without our prior written consent. Any attempted assignment or delegation in violation of this provision is null and void. We may assign our rights or delegate our obligations under this Agreement to our affiliates, employees, contractors, or any person or entity acquiring all or substantially all of our business and assets.

 

No waiver by Writers Arcadia of any provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by an authorized representative of Writers Arcadia. No failure to exercise or delay in exercising any rights, remedies, powers, or privileges arising from this Agreement shall operate as a waiver thereof. Each right, remedy, power, or privilege may be exercised independently and cumulatively. If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, it shall not affect the validity, legality, or enforceability of any other term or provision, or in any other jurisdiction. The Parties shall negotiate in good faith to modify this Agreement to reflect their original intent to the greatest extent possible in the event of such determination.

 

We shall not be liable or deemed to have defaulted under this Agreement for any failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from any reasonably unforeseeable act or circumstance beyond our reasonable control.

 

This Agreement constitutes the entire agreement between the Parties and supersedes any previous agreements or understandings, whether oral or written, express or implied, on the subject matter. No amendment, addition, or modification of this Agreement shall be effective unless reduced to writing and signed by both Parties.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New York.

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9. SECURITY AND PROTOCOL

For payment security, it is imperative that the author exclusively transacts with authorized Writers Arcadia Billing and Finance Department Staff. Please remember that other specialists or departments are not authorized to process any payments for our services. Any payments made directly to individuals other than our authorized staff are considered null and void, and we cannot be held responsible.

 

To ensure communication security, the author must only engage with Writers Arcadia staff members whose email addresses bear a valid Writers Arcadia domain (e.g., staffname@writersarcadia.com). Any payment or service agreement made with individuals whose email addresses do not have a proper Writers Arcadia domain will be deemed null and void and will not be accounted for.

 

For concerns related to the production process, we kindly request that you communicate exclusively with your designated Author Relations Officer. In the absence of the Author Relations Officer, you are encouraged to reach out to your Publishing Consultant for assistance.

 

Please note that all matters pertaining to this agreement and the provision of our services are subject to the laws of the State of New York. Our domain is www.writersarcadia.com, and you can reach our support team at info@writersarcadia.com and support@writersarcadia.com. Our physical address is 447 Broadway, 2nd Floor 1562, New York, NY 10013.