1. AGREEMENT ACCEPTANCE
The Publisher accepts this Agreement and agrees to be bound by its terms by either clicking to agree or accept where the Publisher is given the option to do so. If the Publisher doesn’t accept the terms, the Publisher is not entitled to use First For Romance or any of its services. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that they are entitled to enter this Agreement as an authorised representative of the Publisher and to bind the Publisher to the terms of this Agreement.
2. GRANT OF RIGHTS
This Agreement is non-exclusive and does not impose any obligation or restrictions on either party with respect to competing business relationships or opportunities.
3. WARRANTIES BY THE PUBLISHER
3.1 The Publisher has the full power, right and authority to enter into this Agreement;
3.2 The Publisher acknowledges that by retaining full rights to your Work, you remain solely responsible for the content and all of the components of your Work. First For Romance does not control the content of your Work in any way, and is therefore not accountable for the content or the literary quality of any of the Works uploaded to, or created within, the First For Romance platform.
3.3 The Publisher’s Works do not contain any obscene, offensive, defamatory or blasphemous material or any material that amounts to a breach of privacy, contract, duty of confidence, Official Secrets Act, or contempt of court, and will not expose First For Romance to any civil or criminal proceedings in the Territories during the Term of this Agreement.
3.4 First For Romance is not accountable for instances where the Work or any other material sent or uploaded to First For Romance is damaged or lost as a result of the kind of malware listed in section 8 below.
3.5 The Publisher has not previously and will not grant any rights to any third party that are inconsistent with the rights granted herein;
3.6 Each item provided to First For Romance by the Publisher and any other material including data and images (in each case, collectively the "Work") are:
3.6.1 either owned or licensed by the Publisher with full right to publish in accordance with this Agreement, and
3.6.2 do not and will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party;
3.6.3 The Publisher warrants that products or associated marketing data supplied contains no libellous or unlawful statements and does not infringe upon the rights of others;
3.7 The Publisher agrees that the regular list price of the Work on First For Romance site will not be higher than the regular listed price of this Work on any other site.
3.8 The Publisher agrees that all data provided to First For Romance, including the Work's categories, heat rating, summary and sample excerpt will all be chosen to honestly and accurately reflect the Work's content.
3.9 The Publisher must provide at the Publisher’s own expense each book and format or version you distribute through First For Romance.
3.10 All Works uploaded by the Publisher to the First For Romance site shall be subject to this Agreement and additionally eligible for participation in the First For Romance "Romance Rewards Program".
3.11 Publisher hereby grants First For Romance the rights to reproduce, display, market, and store digital versions of the Publisher's Works on one or more computer facilities of or under the leased or similar control of First For Romance on a worldwide basis.
3.12 The Publisher warrants that the Publisher has worldwide rights to the Works being uploaded to the First For Romance site for sale in all territories and that as such First For Romance may sell those Works in all territories.
3.13 The Publisher grants First For Romance the right to distribute any and all content electronically including text, cover art, and metadata associated with the Publisher's Works to promote sales for the Publisher’s Works.
3.14 The Publisher may withdraw books from further sale at First For Romance at any time giving five business days advance notice by following the current First For Romance procedures for book withdrawal or un-publishing. We may fulfil any customer orders completed through the date the books are available for sale. All withdrawals of books will apply prospectively only and not with respect to any customers who purchased the books prior to the date of removal.
4. FIRST FOR ROMANCE’S NAME AND TRADEMARKS
The Publisher will not have rights to, or in, any trade mark, service mark, trade name or logos used by First For Romance, unless expressly permitted to do so in writing. The Publisher may, with the First For Romance’s permission, have limited use of the First For Romance’s trade marks, service marks, trade names or logos for use in approved promotional material.
5. WARRANTIES BY FIRST FOR ROMANCE
5.1 First For Romance warrants and represents, solely for the Publisher's benefit that First For Romance has the full power, right and authority to enter into this Agreement.
5.2 Except as otherwise set forth in this Agreement, First For Romance acknowledges that all rights, title and interest in and to all intellectual property comprising the Works, including copyrights and trademarks used in connection with the Works, are the property of the Publisher or its licensor(s), and in no event, including upon the termination of this Agreement, shall First For Romance obtain any rights, title or interest in such intellectual property, copyrights or trademarks.
5.3 First For Romance agrees that no changes, additions, deletions, abridgements, or condensations in the text of the Work or changes of title shall be made by First For Romance, its agents, or employees, without the expressed, itemized, and specific written consent of the Publisher.
5.4 First For Romance will use its best endeavours to maintain an attractive and updated website. First For Romance will not be liable for website downtime or interrupted transmission.
6. RESTRICTIONS
6.1 First For Romance reserves the right not to accept any particular Work submitted by the Publisher at First For Romance's sole discretion, and may remove any particular Work from sale at any time and for any or no reason.
6.2 First For Romance will not return to you any electronic files or physical content or media you deliver to First For Romance.
7. SECURITY AND BUYER TERMS OF USE
First For Romance does not apply industry standard DRM technology, or prevent printing or ‘Read Aloud’ or ‘Text to Speech’ functions. First For Romance applies a form of social DRM to tag and track the Works that it sells. The Publisher is encouraged to indicate the copyrighted nature of each Work.
8. ACCOUNTABILITY FOR THE WORK
The Publisher guarantees and will make sure that any file uploaded to or created within the First for Romance platform does not contain viruses, trojan horses, worms, or any other malicious computer programming routines that might harm or destroy the First for Romance database.
9. SALES COMMISSIONS
9.1 The Publisher will have access to a Publisher's Sales Report that details each of their Work's sales activity during the requested period.
9.2 The Publisher’s Commissions shall be as follows:
9.2.1 60% of RRP (Recommended Retail Price) or DSP (Discounted Sale Price), whichever is the lowest, for Works sold over $1.99/£1.99/€1.99, and 40% of DSP (Discounted Sale Price) for Works sold under $1.99/£1.99/€1.99, and as reported by First For Romance’s Publisher’s Sales Report, from the sale of all downloaded eBook editions of the Work sold directly through First For Romance’s website.
9.2.2 60% of Net Sales from the sale of all downloaded eBook editions of the Work sold through distribution and channel partnerships.
9.2.3 50% of Net Sales and as reported by First For Romance’s Publisher’s Sales Report, from the sale of all POD (Print On Demand) editions of the Work sold directly through the First For Romance’s website.
9.2.4 50% of Net Sales from the sale of all POD (Print On Demand) editions of the Work sold through distribution and channel partnerships.
9.2.5 40% of RRP (Recommended Retail Price) or DSP (Discounted Sale Price), whichever is the lowest, and as reported by First For Romance’s Publisher’s Sales Report, from the sale of all Audio Book editions of the Work sold directly through the Publisher’s website.
9.2.6 40% of Net Sales from the sale of all Audio Book editions of the Work sold through distribution and channel partnerships.
10. COMMISSION PAYMENT SCHEDULES AND STATEMENTS
10.1 Payments for sales are made monthly ninety (90) days in arrears in US dollars, or British Sterling, depending on the Publisher’s location, and are net of bad debt and refunds.
10.1.1 Upon termination of this Agreement, we may withhold all commission due for a period of three months from the date they would otherwise be payable in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the commission.
10.1.2 If we terminate this Agreement because you have breached your representations and warranties or our terms and conditions, you forfeit all commission not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any commission through the new account.
10.1.3 If a third party asserts that the Publisher did not have all rights required to make one of your Works available at First For Romance, we may hold all commission due to the Publisher until we reasonably determine the validity of the third party claim. If we determine that the Publisher did not have all of those rights or that the Publisher has otherwise breached representations and warranties or our terms and conditions with regard to a Work, we will not owe the Publisher commission for that Work and we may offset any of at commission that were previously paid against future commission, or require the Publisher to remit them to First For Romance.
10.2 First For Romance undertakes that it shall prepare monthly accounts and shall pay the Publisher’s Commission promptly for each period of accounting. First For Romance shall not be obliged to pay the Publisher’s Royalties for any period of accounting where the sum due to the Publisher is less than $50.00/£50.00, in which case such sum shall be carried forward to the next accounting period.
10.3 First For Romance and its sub-agents, sub-licensees and distributors shall keep full and accurate books of account, records and contracts showing all sums received by or credited to First For Romance in respect of the Works sold. This material shall be preserved and kept secure by First For Romance for a minimum of three years after the expiry or termination of the Agreement or, in the event that there is a dispute between the parties, for such longer period as may be necessary. In any event they shall not be destroyed without prior written notice to the Publisher of First For Romance’s intention to do so.
10.4 First For Romance shall keep professional, comprehensive and complete records of all dealings of any nature, disposal or transfer in respect of the Works. Once each calendar year, the Publisher or their duly appointed representative shall have the right to examine at their own expense the accounts of First For Romance pertaining to sales of Publisher’s Works for the twelve months prior to the date of the request for examination. Requests to assert this right must be made by the Publisher in writing and receipt must be acknowledged in writing by First For Romance and such records shall be made available by First For Romance to the Publisher within thirty (30) days. In the event that discrepancies are found between commissions paid and those owed in the Publisher's favour, First For Romance shall tender such monies due to Publisher within ten (10) days of acknowledgement by First For Romance of the discrepancy. In the event that discrepancies are found between commissions paid and those owed in First For Romance's favour, First For Romance shall deduct this difference from the next monthly payment(s) due.
10.5 In the event that any sums are deducted or withheld from the Publisher’s commission due under this Agreement, First For Romance agrees to provide satisfactory evidence of the reasons to the Publisher and to make this clear in the statement of accounts. For the avoidance of doubt, First For Romance shall be entitled to withhold a reserve against future returns of the Works but such reserve will not amount to more than 15% of the amount due to the Publisher and shall be adjusted in the subsequent accounting period.
10.6 First For Romance operates a self-billing system. By agreeing to the First For Romance terms and conditions, you are agreeing to be enrolled in self-billing until such a time as the contract is terminated by either party. This means that the Publisher does not have to invoice First for Romance for their commissions. The Publisher commissions will be transferred direct to the Publisher’s bank account.
10.7 The Publisher is responsible for making sure that First For Romance has their up-to-date bank details and other payment information. First For Romance is not liable if the Publisher does not receive payment due to incorrect bank account details.
11. PRICING & RESTRICTIONS
11.1 The Publisher may set a book to zero value at any time for the purposes of promotion and free download to the customer. If a zero value is set by the Publisher, the Publisher agrees that they have provided this book for free for the period of time that the promotion or discount has been set by the Publisher.
11.2 The Publisher agrees not to sell books either on RRP (recommended retail price) or DSP (discounted sale price) for less than the minimum sale price of $0.99/£0.99/€0.99 unless it is set to zero value only.
11.3 We may give you the option to provide multiple RRPs (Recommended Retail Price) for a book in different currencies. If you provide multiple RRPs for a book, where we sell your book to customers in a particular country, we may use one of those RRPs for sales to customers in that country to provide consistency across First For Romance websites. For example, if you provide us with a UK Sterling RRP and a US Dollar RRP, we may use the UK Sterling RRP for sales to UK customers and we may convert it as provided in section 13 below.
11.4 First For Romance has sole and complete discretion to set the DSP (discounted Sale Price) for any site wide promotions that we may hold from time to time, where the Publisher’s Works are sold through First For Romance.
11.5 If the Publisher has set a discount, that discount will run for the duration the Publisher has selected. If during that period First For Romance runs a site-wide promotion the Publisher’s Work will not be included.
11.6 If First For Romance runs a site-wide promotion, the Publisher’s Works will be included in the sale, unless 11.5 applies. The Publisher will receive commission based on 60% of the DSP (Discounted Sale Price) for any promotion run by First For Romance.
11.7 Print books and Audio books are always excluded from discounts or promotions.
12. CUSTOMER SERVICE
First For Romance is responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with First For Romance.
13. CURRENCY CONVERSION
First For Romance may sell your book using multiple currencies converting the RRP (Recommended Retail Price) or DSP (Discounted Sale Price) you have submitted to other currencies at an exchange rate we determine. First For Romance may periodically update the converted RRP or DSP in order to reflect current exchange rates. If the converted RRP or DSP is outside of the minimum or maximum price we accept for the currency, your book price (RRP or DSP) will be converted so that it is equal to the applicable minimum or maximum price for that currency. For purposes of commission calculations, the converted price in the currency will be your price when we offer and sell your book in the currency.
14. PRINT ON DEMAND SERVICE
14.1 The Publisher agrees that any print files uploaded to First For Romance will be sold through our POD (Print On Demand) distribution channels. The Publisher may choose to order a print run of any book uploaded to the POD service for personal use or alternately to give away the book as a promotion or present for family and friends.
14.2 The print runs will be shipped to the delivery address the Publisher has given First For Romance in their personal account information.
14.3 POD title prices will be solely set by First For Romance, based on the page count from the file that the Publisher uploads and the Publisher agrees to the prices First For Romance set. Prices will be set based on page count of the file you upload and ensuring both the Publisher and First For Romance receive shared commission as close to the following amounts as possible: $2.50, £1.50, €1.80, AUD$2.80. For the avoidance of doubt some commissions may fall under these profit margins.
15. PROMOTIONAL USE OF BOOK FILES
15.1 The Publisher gives First For Romance and its distribution partners the right to use parts of the Work in promoting the Work and may, without limitation, market and promote your books by making chapters or portions of your books available to prospective customers without charge, and by permitting prospective customers to see excerpts of your books in response to search queries.
15.2 First For Romance will not owe the Publisher any fees for any marketing or promotional efforts. The Publisher acknowledges that First For Romance has no obligation to market, distribute, or offer for sale any book, or to continuing marketing, distributing or selling a book after we have commenced doing so.
16. INDEMNITIES & DISCLAIMERS
16.1 First For Romance shall not be liable for misuse or unlawful distribution of Works by any customer, consumer or other third party.
16.2 The Publisher agrees to indemnify and keep First For Romance indemnified against any action, claim, proceedings, demands, loss, damage or injury and any costs or reasonable legal expenses incurred, including any matter settled on the advice of counsel, by First For Romance as a result of any breach or alleged breach by the Publisher of the Publisher’s obligations under this Agreement.
16.3 If First For Romance wishes to assert First For Romance’s right to be indemnified First For Romance must:
16.3.1 promptly notify the Publisher of any claim or legal proceedings which have arisen and shall make no admission or offer of settlement; and
16.3.2 consult the Publisher with regards to any proposed steps to be taken in connection with any settlement.
17. TERMINATION
In addition to any other rights and remedies at law, this Agreement may be terminated by giving written notice to the other party who has breached this Agreement or defaulted in the following circumstances:
17.1 Either party may terminate this Agreement without cause upon not less than ninety (90) days’ notice to the other party. Any termination of this Agreement or withdrawal by Publisher of specific Works or other materials will be prospective, with respect to future sales only. It is the responsibility of the withdrawing party to remove or de-activate from sale all Works covered under the terms of this Agreement.
17.2 where First For Romance has failed to account or make payments as required under this Agreement;
17.3 where First For Romance or the Publisher has committed a serious breach of its obligations under this Agreement, unless such party remedies the breach, as far as reasonably possible within ninety (90) days following formal written notice specifying the nature of the breach;
17.4 where First For Romance goes into voluntary or involuntary liquidation in which case the Publisher may terminate this Agreement within thirty (30) days by giving written notice by recorded delivery to First For Romance. All rights granted by the Publisher to First For Romance will at that time revert to the Publisher;
17.5 where First For Romance is declared insolvent either in bankruptcy proceedings or other legal proceedings, in which case, the Publisher may terminate this Agreement within thirty 30 days by giving written notice by recorded delivery. All rights granted by the Publisher to First For Romance will at that time revert back to the Publisher;
17.6 where an agreement with creditors has been reached by First For Romance due to its failure or inability to pay its debts as they fall due; or
17.7 where a receiver or an administrative receiver is appointed over the whole or part of First For Romance’s business.
18. PERSONAL INFORMATION
First For Romance is a part of the Totally Entwined Group. By registering to use First For Romance services, you accept our terms of service, including agreeing to the personal information policy of First For Romance and the Totally Entwined Group. This means that you concede to Totally Entwined Group the right to access and handle your personal information and your email address. A more detailed explanation of how Totally Entwined Group handles personal information can be found at: https://www.firstforromance.com/ffr-terms-and-conditions
19. MISCELLANEOUS
CONFIDENTIALITY
19.1 The Publisher and First For Romance shall not disclose to any third party any confidential business or future plans of the other party at any time acquired during the existence of this Agreement and no reference is to be made about the terms of this Agreement by either party in any advertising, publicity or promotional material without the prior consent of the other party. In the event that the Publisher and First For Romance agree to make a joint statement to the press concerning this Agreement, an agreed press release shall be issued in a manner to be agreed.
AMENDMENTS AND ALTERATIONS
19.2 This Agreement supersedes all previous agreements, representations or promises and sets out all the terms agreed between the parties. First For Romance reserves the right to alter the terms, prices and other conditions and details pertaining to the First For Romance service at any time. These changes will never, however, affect the terms and conditions pertaining to any on-going service that has already been paid for by the Publisher. We will give you notice of the changes with a revision date by sending an email to the email address registered in your account.
NO PARTNERSHIP OR EMPLOYMENT
19.3 This Agreement shall not be deemed to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
NOTICES
19.4 Without prejudice to the right to serve notices by any other means any notice served under this agreement shall be in writing. For the purposes of this agreement all notices shall be sent to the addresses first mentioned above in this Agreement.
19.5 TAXES
19.5.1 All sums payable under this Agreement are exclusive of any value added tax that may be payable by either party.
19.5.2 Where the Publisher’s commission is calculated based on RRP (Recommended Retail Price) it will be calculated based on the Publisher’s RRP exclusive of VAT applicable to the customer.
19.5.3 First For Romance is responsible for collecting and remitting any and all taxes imposed on their respective sales of books to customers. The Publisher is responsible for any income or other taxes due and payable resulting from payments to you by First For Romance under this Agreement. Accordingly, unless otherwise stated, the amounts due to the Publisher hereunder are inclusive of any taxes that may apply to such payments. First For Romance maintain the right, however, to deduct or withhold any and all applicable taxes from amounts due by them to the Publisher, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to the Publisher.
FORCE MAJEURE
19.6 In the event that this Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of the Publisher or First For Romance, including without limitation, ill health of the Publisher, war, industrial action, floods or Acts of God, strikes, labour disturbances, revolutions, embargoes, insurrection, governmental orders or regulations, electrical or computer failure, act of, delays or failure to act by any internet service provider or carrier or agent First For Romance may use, systems, telecommunication companies and other entities of similar purpose, or any other conditions beyond the control of First For Romance. Then such non-performance or failure to fulfil its obligations shall be deemed not to be a breach of this Agreement. The time stipulated for the performance and fulfilment of such obligations shall be extended for a period equal to that during which the circumstances of force majeure last.
MEDIATION
19.7 In the event of any dispute or disagreement arising out of or in connection with this Agreement or any breach thereof ('a Dispute') the Parties agree first to use their reasonable endeavors to negotiate in good faith a settlement of such dispute.
19.8 To this end, at any time after a Dispute has arisen either party may serve upon the other notice to commence a mediation to settle the Dispute. On receipt of such notice either party may within seven days notify IDRS Dispute Resolution Service (“the Appointing Authority”) and request that a mediator be appointed. Any such mediation shall be conducted in accordance with the agreed procedural rules of the Appointing Authority. The mediation shall be deemed to have commenced upon the notification to both parties in writing of the appointment of a mediator by the Appointing Authority and upon written confirmation having been received by the parties of the mediator's acceptance of the appointment.
19.9 If at any time after thirty (30) days from the commencement of the mediation no settlement has been achieved either party may refer the dispute to ADR (Alternative Dispute Resolution) in accordance with this clause. Neither party shall be entitled to commence an ADR pursuant to this clause unless mediation has been attempted and has, after a period of thirty (30) days, failed to settle the dispute.
19.10 If the Parties exhaust the options available in clauses 19.7 to 19.9, either party may seek the intervention of the Courts, subject to clause 20 below.
20. GOVERNING LAW
This Agreement is legal and binding in all countries. This Agreement shall be governed by the law of England and Wales and the Parties hereto submit to the exclusive jurisdiction of the English courts.
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