Synopsis of Agreement
At the time of submission you will be asked to review and accept the Kindle Press Submission & Publishing Agreement. This agreement gives us certain rights to your work and gives you certain rights and obligations. Below is a helpful summary of the major points in the agreement, but it is neither part of the agreement nor intended to replace reading the full agreement. The agreement alone forms the contract between you and us.
Kindle Press Submission & Publishing Agreement
Last revised: September 8, 2015
THE KINDLE PRESS SUBMISSION & PUBLISHING AGREEMENT GOVERNS YOUR PARTICIPATION IN THE KINDLE SCOUT PROGRAM (“KINDLE SCOUT”), INCLUDING SUBMISSION OF YOUR CONTENT TO KINDLE SCOUT, AND OUR RIGHTS TO PUBLISH YOUR WORK IF IT IS SELECTED BY AMAZON’S KINDLE PRESS PUBLISHING PROGRAM (“KINDLE PRESS”). PLEASE READ THE BELOW TERMS CAREFULLY.
This Kindle Press Submission & Publishing Agreement (this “Agreement”) is a binding agreement between the individual or entity identified in your Amazon.com account ("you") and Amazon Content Services LLC, Amazon Media EU S.à r.l. and each other Amazon affiliate we elect to join as a party to this Agreement (collectively, the “Amazon parties”). An Amazon “affiliate” is any entity controlling, under common control with, or controlled by the Amazon parties. "Amazon", "we" or "us" means, collectively, the Amazon parties. In addition to the terms set forth below, this Agreement also includes the Amazon.com Conditions of Use and the Kindle Scout Eligibility & Content Guidelines, each as may be updated from time to time.
This Agreement sets forth our rights in your complete work, which includes the manuscript, cover art, supplementary materials and any other content that you submit to Kindle Scout using the submission tool on the Kindle Scout website (collectively, in whole or in part, and including any revisions and supplementary materials you later provide outside of the Kindle Scout website, your "Work").
This Agreement consists of two parts. The terms set forth under the heading “Submission to Kindle Scout” become effective immediately upon your acceptance of this Agreement and govern submission of your Work to Kindle Scout. The terms set forth under the heading “Kindle Press Publishing Terms” only become effective if your Work is selected for publication by Kindle Press and govern our right to publish your Work.
You accept this Agreement by checking the box “I have read and agree to the terms in the above Kindle Press Submission & Publishing Agreement” before submitting your Work. If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity. IF YOU DO NOT HAVE THE AUTHORITY, OR DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT SUBMIT YOUR WORK TO KINDLE SCOUT.
SUBMISSION TO KINDLE SCOUT
1. Eligibility; Account.
1.1 Eligibility. You must have the right to enter this Agreement and to grant us all of the rights described in this Agreement. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting contracts online without exchange of paper, have the full right, power and authority to enter and comply with your obligations under this Agreement, and are not a national or legal permanent resident of any country for which the United States maintains a comprehensive economic embargo.
1.2 Account. You must have a valid Amazon account in order to participate in Kindle Scout. You may not permit any third party to use Kindle Scout through your Amazon account and will not use the account of any third party. You agree to immediately notify us of any unauthorized use of your account related to Kindle Scout. We may suspend your participation in Kindle Scout at any time. You acknowledge that if we do so, you may be prevented from accessing communications and content on Kindle Scout.
2. Submission and Review. The manuscript, cover art, author name, author photo, author biography and other supplementary materials for your Work that you submit via the Kindle Scout online submission portal will be referred to in this Agreement as the “Submission Materials” and, collectively, as your “Submission.” In order to be eligible for Kindle Scout review, your Work cannot have been previously available for sale. We reserve the right to reject your Submission for any reason in our sole discretion. If we reject your Submission, all rights in your Work will revert to you effective immediately upon delivery of our notice of rejection. We will not return to you any electronic files you submit or otherwise deliver to us in connection with Kindle Scout.
3. Exclusivity Period. For a period of 45 days beginning on the date you accept this Agreement for a Work (the “Exclusivity Period”), you grant us the exclusive right to consider that Work for publication by Kindle Press on the terms set forth under the heading “Kindle Press Publishing Terms” below. We may (but are not obligated to) select your Work for publication by Kindle Press by notifying you by email on or before the last day of the Exclusivity Period, using the email address listed in your Amazon account and any procedures we may provide on the Kindle Scout site from time to time (the date we first send such notification, the “Selection Date”). If we notify you that you have been selected, the terms provided under the heading “Kindle Press Publishing Terms” below will become immediately effective on the Selection Date. If we do not notify you that you have been selected before the Exclusivity Period expires, or if we notify you that we have declined to select your Work for publication by Kindle Press, the terms provided under the heading “Kindle Press Publishing Terms” below will not become effective.
4. Your Submission. During the Exclusivity Period, we can copy and display a portion of your Work and the other Submission Materials in connection with Kindle Scout, and distribute your Work in order to solicit feedback. During the Exclusivity Period, you may continue to post portions of your Work for free on blogs or social media sites; however, you cannot sell your Work or license your Work to another publisher. Following the Exclusivity Period, we will remove your Work from the Kindle Scout site promptly following your written request to do so.
KINDLE PRESS PUBLISHING TERMS
THE TERMS SET FORTH UNDER THE HEADING “KINDLE PRESS PUBLISHING TERMS” (THE “PUBLISHING TERMS”) WILL BECOME EFFECTIVE ONLY IF WE NOTIFY YOU THAT YOUR WORK HAS BEEN SELECTED BY KINDLE PRESS.
5. Rights You Grant to Us. Effective as of the Selection Date and for as long as these Publishing Terms remain in force, you grant us and our affiliates the exclusive, irrevocable, worldwide right to publish e-book and digital audio editions of your Work, in whole and in part, in all languages, along with those rights reasonably necessary to effectuate those rights. This includes the rights to develop, license, sublicense, reproduce, publish, distribute, translate, display and transmit, your Work and any other materials you deliver to us in connection with your Work (including the Submission Materials), create condensed, adapted, abridged, interactive and enhanced editions of your Work, and include your Work in anthology or omnibus editions. All rights not expressly granted to us in this Agreement (including the right to publish print editions) are reserved for your sole use and disposition.
6. Term; Reversion.
6.1 Term; Minimum Royalties. These Publishing Terms will become effective on the Selection Date and automatically renew every five years. If you do not earn at least $25,000 in royalties during any of those five-year terms, you can request your rights back within six months after the end of the five-year term in which you did not earn $25,000 in royalties by notifying us by email at email@example.com, and we will promptly revert your rights and terminate these Publishing Terms.
6.2 Your Rights of Reversion. You are also entitled to get your rights back in the following circumstances by sending an email to firstname.lastname@example.org:
6.2.1 Initial Publication. If your Work has not been made available for sale to the public under this Agreement within six months after the Selection Date, then we will revert all rights in your Work promptly after your written request to do so.
6.2.2 Withdrawal from Publication. If at any time after the two-year anniversary of the date your Work is first made available for sale to the public under this Agreement, aggregate sales in all editions and formats during the preceding 12 consecutive months have resulted in total royalties payable to you of less than $500 US Dollars, then we will revert all rights in your Work promptly after your written request to do so.
6.2.3 Digital Audio Rights. If a digital audio edition of your Work has not been made available for sale to the public under this Agreement within two years of the Selection Date, then we will revert your digital audio rights promptly after your written request to do so.
6.2.4 Language Rights. If an edition of your Work has not been made available for sale to the public under this Agreement in a specific language within two years of the Selection Date, then we will revert your rights to editions in that language promptly after your written request to do so.
6.3 Any reversion under this Section 6 will be subject to (a) any limited term third party sublicenses granted prior to the date of the reversion for (i) purposes of sale of foreign language editions of your Work, (ii) distribution of your Work to members of book clubs, or (iii) any other purpose you approve, and (b) the right of each party to receive a share of proceeds from those sublicenses. If you are not in breach of this Agreement and your rights are reverted pursuant to this Section 6, you may keep your Advance.
7. Publication. You will have an opportunity to make reasonable revisions to your Work and submit your final manuscript for publication during the 30-day period following the Selection Date. If you do not provide us with a final manuscript during that 30-day period, we may move forward with publication of your Work using the manuscript you originally submitted. Other than changes or revisions we deem necessary for publication, we will not make any material change to the text of your Work without your approval.
8. Advance; Pricing; Royalties; Payment.
8.1 Advance. We will pay you US$1,500 (the “Advance”) as an advance against your royalty earnings within 30 days after the date on which we have received (a) your final manuscript, including all revisions, and (b) complete and correct payment and tax information in the form and manner we request. Please note we may require you to set up an Amazon payee account in order to receive payments under this Agreement.
8.2 Pricing. We will set the price(s) at which your Work is sold. We are solely 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.
8.3 Royalties from Direct Sales. We will pay you royalties at the rates set forth in the Royalty Table below for each copy of your Work that we or our affiliates sell directly. No royalties will be due for distribution of promotional copies, samples or excerpts of your Work.
“Net Revenue” means, for each format or edition of your Work, the gross amounts we actually receive from the sale of copies of that format or edition, less customer returns, digital transmission costs and bad debt, and excluding taxes. Net Revenue for your Work from participation in a subscription or other blended fee program will be determined in accordance with the standard revenue allocation methods for that program that are applicable to Kindle Press books.
50% of Net Revenue
25% of Net Revenue
Translation in e-Book format:
20% of Net Revenue
8.4 Share of Proceeds from Third Party Sublicenses. We will pay you a share of the proceeds we receive from sales by unaffiliated third party sublicensees at a rate of (a) 75% of Net Revenue (after deducting foreign agent commissions and related fees) for sublicensed sales of foreign language editions of your Work and (b) 50% of Net Revenue (after deducting foreign agent commissions and related fees) for sales of any other sublicensed formats of your Work.
8.5 Royalty Reports and Payments. After publication of your Work, we will provide you monthly royalty statements. We will pay royalties within 60 days following the end of each month. Payments due to you in connection with sales by unaffiliated third party sublicensees will be made within 60 days following the end of the month in which we receive the proceeds from those sales. We may withhold payments until the total amount due exceeds a minimum threshold amount based on the marketplace(s) where your Work was sold, which we may update from time to time.
8.6 Offset; Repayment. We can withhold royalties, offset against future royalties, and require you to repay previous payments to us, as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset payments or exercise other remedies.
8.6.1 If we pay you royalties on sales that are later returned, refunded or credited, we may offset any previously paid amounts against future payments, or require you to repay them to us.
8.6.2 If a third party asserts any rights in your Work or you breach any of your representations or warranties set forth in Section 11 of this Agreement, we will not owe you any future payments and we may require you to repay any previously paid amounts to us.
8.7 Taxes. As between you and us, we are responsible for any taxes resulting from the sales of your Work to customers. We will pay any Value Added Taxes applicable in the European Union ("EU VAT”) that are due on any payments that we make to you if you provide us with a valid EU VAT invoice. You will be responsible for any taxes you owe on payments you receive under this Agreement. We may deduct or withhold any taxes that we are legally obligated to withhold from amounts payable to you under this Agreement, and payment to you as reduced by those deductions or withholdings will constitute full payment and settlement of amounts payable to you under this Agreement. We will deliver any receipt or similar document legally required to be issued by us for those taxes withheld, which you may use to claim any tax credit to which you are entitled under any applicable laws. You will provide to us any forms, documents, or certifications we may reasonably request to satisfy any tax-related obligations for payments under this Agreement.
9. Copyright; Rights Protection. We may, but are not required to, register the copyright in your Work with any governmental organization on your behalf. If we register the copyright in your Work, you appoint us as your attorney-in-fact to register all rights to that Work. We may take any legal action that we deem advisable to restrain or seek damages for any actual or threatened infringement of copyright, including authors’ rights, in your Work. If necessary, we may make you a co-plaintiff in any litigation we commence and, if made a co-plaintiff, you will cooperate fully (at our expense).
10. Promotion. We will determine all marketing and promotions related to your Work. You are permitted to include up to 10% of your Work for free on websites or blogs to promote yourself as a Kindle Press author. You may not use any of our trade names or trademarks, with the exception of those included on the covers of your Work, for marketing or promotional purposes without our prior consent.
11. Representations and Warranties. You represent and warrant that (a) you solely own or control all rights in your Work (including the manuscript, cover art and all other content that you provide to us); (b) you have full power and authority, and have obtained all necessary rights, licenses, and permissions, to grant the rights you grant in this Agreement and you have not previously assigned, transferred or otherwise encumbered these rights; (c) your Work has not been previously made available for sale; and (d) no material in your Work (i) is libelous, (ii) violates any right of privacy or publicity, moral rights, authors’ rights or other rights of any third party, (iii) violates any law or regulation, (iv) contains any recipe, formula or instruction injurious or harmful to the user, or (v) with respect to statements in your Work presented as factual, is inaccurate.
12. Your Indemnities. To the fullest extent permitted by law, you will indemnify and hold harmless us and our respective employees, directors, agents, licensees and distributors, from and against any claim, loss or liability (including reasonable outside attorneys' fees) (each a “Claim”) arising out of your breach or alleged breach of this Agreement. We may defend any Claim with counsel of our selection and settle any Claim in our sole discretion. In the event of a Claim, we may withhold sums due to you to offset our potential liability resulting from a Claim.
13. No Obligation to Make or Sell; Termination by Us. You acknowledge that we have no obligation to publish, market, distribute or offer for sale your Work, or continue publishing, marketing, distributing or selling your Work after we have started doing so. We will notify you if we stop publishing your Work and cease further exploitation of the rights granted in this Agreement at any time. We may terminate this Agreement and revert your rights at any time upon notice to you (email will suffice) if you are in breach of any of your representations or warranties set forth in Section 11 above or you are otherwise not in compliance with your obligations under this Agreement.
15. Execution of Further Agreements and Documents. Protection of rights sometimes requires formal filings of paper documents and it may be helpful for us to have physical signed versions of this Agreement or other documents. You agree to sign and deliver to us any further documents that we may reasonably request to confirm your grant of rights to us (and any further grant to any other third party) under this Agreement, following all instructions we provide for signature and return (“Additional Documents”). If you do not complete and return any such Additional Documents within 30 days after we request them, you agree that we can sign the Additional Documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the Additional Documents as required to confirm our rights. In legal terms, your appointment is a power coupled with an interest.
16. Disputes. Any dispute or claim relating in any way to this Agreement, Kindle Scout or Kindle Press will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
17. Applicable Law. The Federal Arbitration Act, applicable United States federal law, and the laws of the state of Washington, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
18. General Provisions.
18.1 Legal Notices. Any notice given by a party under this Agreement must be in writing and delivered (i) if by an Amazon party to you, via email or message to your Amazon account through Kindle Scout, or (ii) if by you to Amazon Content Services LLC, via email to email@example.com with a copy to firstname.lastname@example.org, and if by you to Amazon Media EU S.à.r.l., via email to email@example.com with a copy to firstname.lastname@example.org. Notices will be effective and deemed received on the date transmitted or posted.
18.2 Entire Agreement. This Agreement constitutes the complete and final agreement of the parties with respect to the subject matter contained in this Agreement and supersedes any prior agreements about the subject matter of this Agreement.
18.3 Modification. Except as otherwise provided, no modification of this Agreement will be binding unless it is agreed in writing by both parties.
18.4 Relationship of the Parties; Successors and Assigns. Nothing contained in this Agreement creates a partnership, joint venture, or agency relationship between the parties. Neither party may assign this Agreement without the prior written consent of the other party, except that we may assign this Agreement to any our affiliates or in connection with any merger, reorganization, sale of one or more of our imprints, sale of all or substantially all our assets or any similar transaction. This Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns.
18.5 Waiver; Construction. The failure of either party to enforce any provision of this Agreement is not a waiver of that party’s right to subsequently enforce that provision. In resolving any dispute or construing any term of this Agreement, there will be no presumptions made or inferences drawn because one of the parties drafted this Agreement. If any provision is determined by any court having jurisdiction or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
18.6 Survival. Sections 4, 8, 11, 12, 13, 14, 15, 16, 17, and 18 of this Agreement will survive any termination of this Agreement.Recent Changes to the Agreement