These Terms of Service (the “Terms” or “Agreement”) is a binding contract between you and Draft2Digital LLC
(“we” or “us” or “Draft2Digital”) regarding for participation in a digital and physical self-publication and
distribution program (the “Program”) through the website draft2digital.com (the “Site”).
Under these Terms, Draft2Digital will:
Convert your manuscript into an ebook or print format which we refer to as a Work.
Deploy those Works to online and retail bookstores.
Provide online reports to you concerning sales of your Works.
Provide you payment of royalties from the sale of your Work, less a commission payable to Draft2Digital as
You, the author:
Are and will remain the owner of your Works and all rights to them; Draft2Digital has a right to
commissions, but has no claim to the copyright or ownership in your Works.
Set the sales price of your Works, subject to the exception described in Section 11(d)
below, and write the description that appears in bookstores, whether online or
otherwise. You can change either the price or description at any time.
May delist any of your Works from Draft2Digital or terminate this Agreement at any time, provided that
Draft2Digital is entitled to its commission on sales of your Works prior to delisting.
The Overview is a summary of the Terms. The Terms themselves are a contract between Draft2Digital and you.
Given the importance of these Terms, which constitute a binding contract, we encourage you to study them
TERMS OF SERVICE
This Agreement is a binding contract between us and the individual or entity identified as the Publisher (“you”
or “Publisher” or “author”) with respect to your participation in the Program and distribution of manuscripts
and other materials that are converted into content for distribution through the Program (all such content
referred to as your “Works” or “Work”). If the Publisher is an entity, the individual person who accepts this
Agreement for Publisher represents and warrants that he or she is entitled to enter this Agreement as an
authorized representative of Publisher and to bind Publisher to the terms of this Agreement.
You accept this Agreement and agree to be bound by its terms by either (a) clicking Accept where you're
given the option to do so or (b) by using the Program or Site, or any part of it. If you don't accept the
Terms, you are not entitled to use the Program or Site.
Changes to the Terms, Program or Site.
We reserve the right to change the Site, the Program or these Terms at any time in our sole discretion. Any
such changes will be effective 30 days after we post notice of such a change at the top of the Terms. If
you do not like any amendment, you are free to terminate use of the Program and Site.
Retailers – Terms of Service.
Our ability to distribute your Works to various physical and online bookstores and other retailers
(collectively referred to as “bookstores”) is determined by the terms of service of those bookstores. If
your Works are not acceptable to one or more bookstores under their terms of service or otherwise, we will
notify you and you will have the option of modifying your Works to make them acceptable for sale. We and
you each agree that neither will take any steps that either of us know or have reason to know will violate
the terms of service of any bookstore through which your Works are sold. We may cease selling Works through
any bookstore whose terms of service or distribution conditions are or become unacceptable to us for any
We shall receive funds provided to us from bookstores that are generated from the sale, loan and other
distribution of your Works. You agree that we are entitled to deduct and keep a commission of 15% of those
proceeds generated as payment for our services in the Program and under this Agreement (the “Commissions”).
Third Party Websites.
Your use of any bookstore to sell or your Works or any other linked websites and/or correspondence or
business dealings with, or participation in promotions of, advertisers or third party vendors found on or
through the Site, including payment and delivery of related goods or products, and any other terms,
conditions, warranties or representations associated with such dealings, are solely between you and such
third party. Except for the limited obligation to pay to you monies we receive from bookstores less our
Commission, you agree that Draft2Digital shall not be responsible or liable for any claim, loss or damage
of any sort incurred as a result of any such dealings or as the result of the presence of such advertisers
or links on the Site. We expressly disclaim any representations made by bookstores or other third parties
regarding the content or accuracy of materials on any third-party websites and, because Draft2Digital has
no control over such sites, you acknowledge and agree that Draft2Digital is not responsible for the
availability of such external or co-branded sites, and does not endorse and is not responsible or liable
for any content, advertising, products, or other materials on or available from such sites. You are
responsible for reviewing the privacy statements and policies of other websites you choose to link to or
from the Site, so that you can understand how those websites collect, use and store your information. We
are not responsible for the privacy statements, policies or content of other websites, including websites
you link to or from our co-branded Site. Websites containing co-branding (referencing our name and a third
party’s name) contain content delivered by the third party and not us.
Storefront Terms of Sale.
purchase through the Site, these Storefront terms of sale also apply.
The Site may contain a storefront or cart feature (“Storefront”) to enable you to purchase copies
of your own Works, such as author’s copies or author’s proofs. You will be asked to provide
information to enable us (and our service providers) to complete the requested transaction. Change
Tokens may also be purchased through the Storefront as well as used or applied to a given
Order Acceptance and Cancellation.
You agree that your order is an offer to buy, under these Terms, all products and services listed
in your order. All orders must be accepted by us or we will not be obligated to sell the products
or services to you. We may choose not to accept orders at our sole discretion, even after we send
you a confirmation email with your order number and details of the items you have ordered.
All prices, discounts, and promotions posted on this Site are subject to change without notice. The
price charged for a product or service will be the price advertised on this Site at the time the
order is placed, subject to the terms of any promotions or discounts that may be applicable. The
price charged will be clearly stated in your order confirmation email. Price increases will only
apply to orders placed after the time of the increase. Posted prices do not include taxes or
charges for shipping and handling. All such taxes and charges will be added to your total price,
and will be itemized in your shopping cart and in your order confirmation email. We strive to
display accurate price information, however we may, on occasion, make inadvertent typographical
errors, inaccuracies or omissions related to pricing and availability. We reserve the right to
correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing,
payment must be received by us before our acceptance of an order. We, through our third-party
payment provider(s), accept the credit cards and other payment mechanisms listed at the payment
portion of the Storefront, which is subject to change, for all purchases. You represent and warrant
that (i) the credit card or other payment information you supply is true, correct and complete,
(ii) you are duly authorized to use such credit card or payment mechanism for the purchase, (iii)
charges incurred by you will be honored by your credit card company or your payment provider, and
(iv) you will pay charges incurred by you at the posted prices, including shipping and handling
charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time
of your order.
Shipments and Delivery.
We or our vendors will arrange for shipment of the products to you. Please check the individual
product page for specific delivery options, if made available. You will pay all shipping and
handling charges unless otherwise specified. Risk of damage or loss of the products pass to you
upon delivery of the products to the carrier. Shipping and delivery dates are estimates only and
cannot be guaranteed. Neither we nor our vendors will be liable for any delays in shipments.
Returns and Refunds.
Unless otherwise designated on the Site, all sales are final and non-returnable. If you believe a
product may be defective or have a question about your purchase, please contact us at
Manufacturer’s Warranty and Disclaimer.
We do not manufacture or control any of the products or services (e.g. print-on-demand) offered
through the Site. The availability of products or services through our Site does not indicate an
affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not
provide any warranties with respect to the products or services offered on our Site or made
available through the Storefront. Some third-parties, including the print-on-demand manufacturers
may provide a warranty or other recourse for certain verified defects due to manufacturing or
quality errors exceeding the applicable print-on-demand manufacturer’s defined thresholds. Such
claims would need to be submitted by such manufacturer’s stated deadlines. Such information or any
manufacturer’s warranty may be detailed with the product when you receive it. To obtain warranty
service, if any, please follow the instructions included in the manufacturer's warranty. For a good
rule of thumb, you should aim to submit any such claim not more than 45 days from the date the unit
was manufactured. If you have questions or think your product may be defective, please contact us
at email@example.com and, in our discretion, we will endeavor, but are not obligated, to
help you on any defectiveness claim you have. Neither us nor the manufacturer are liable for any
errors or mistakes that are caused by you or are present in the Works you provide.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE
DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS
OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS, IF
ANY, TO YOU.
As part of the Program, we may enable you to purchase change tokens or provide complimentary change tokens
redeemable for certain changes to a single title of your Work(s) ("Change Tokens"). Example changes that
can be redeemed via Change Tokens include an update or change to the manuscript, cover image, and cover
lamination of your Work. Change Tokens, however acquired, may only be redeemed on the Site through your
account. Change Tokens have no cash value, are non-transferrable, non-refundable, non-exchangeable, not
combinable, are provided on and redeemed on a single Work basis. We may provide 1 complimentary Change
Token per Work 90 days after the applicable Work’s last submitted change. Complimentary Change Tokens do
not accumulate, meaning that if you do not use it, you lose it – or that at most, at any given time, you
will have 1 complimentary Change Token per Work. A purchased Change Token does not offset or otherwise
impact any complimentary Change Token we provide. You are not limited on the amount of Change Tokens you
can purchase. Purchased Change Tokens will be associated with your account until you select and apply such
purchased Change Token to a Work. The complimentary Change Token is tied to a particular Work and cannot be
transferred between different titles if you have more than one Work in the Program. All Change Tokens are
valid for a limited time as described in this Agreement and expire immediately upon the suspension or
termination of your account unless used prior to suspension or termination. We do not guarantee that Change
Tokens will be available at all times or at any given time, or that we will continue to offer Change Tokens
for any particular length of time.
Term and Termination.
The term of this Agreement will begin upon your acceptance of it and will continue until it is
terminated by us or by you.
We are entitled to terminate this Agreement at any time with or without cause by providing you
notice of termination.
You are entitled to terminate at any time with or without cause by providing us notice of
Upon notice of termination by us or you, we will cease selling your Works and give notice to all
bookstores through which we are distributing your Works to cancel listings and terminate sales of
your Works within 5 business days from the date of notice of termination; it is possible that some
bookstores may not immediately cease sales of your Works through which we distribute your Works
following receipt of such notice, and, until such bookstores cease sales of your Works, all sales
by bookstores through which we distribute your Works following such notice remain subject to these
Notwithstanding anything to the contrary herein, you agree that following termination or
suspension, we or the bookstores through which we distribute your Works may fulfill any customer
orders for your Works pending as of the date of termination or suspension.
The following provisions of this Agreement will survive termination of this Agreement: Sections 1,
3, 4, 11, 13, 14, and 16. All rights to Works acquired by customers will survive termination.
We are entitled to Commissions on all sales completed by us or by bookstores through which we
distribute your Works prior to termination.
Program Eligibility and Registration.
As a condition to participating in the Program, you represent, warrant, covenant and agree that you:
shall create and maintain an active Program account using the online form found
are of sound mind and are at least 18 years old or the legal age of majority in your place of
shall ensure that all information you provide in connection with establishing your Program account
(such as your name, address and email) is accurate when you provide it, and keep it up to date as
long as you use the Program;
are the owner of all copyright and other rights in and to the Works you provide us for distribution
through the Program or, if you are not the full owner, have all requisite licenses and consents to
permit us to distribute the Works you provide to us and grant the rights as described in Section 15
shall not establish a new account if we terminate your account;
shall not use false identities or impersonate any other person or use a username or password you
are not authorized to use;
authorize us, directly or through third parties, to make any inquiries we consider appropriate to
verify account information you provide;
consent to us sending you emails from time to time to communicate with you about your participation
in the Program;
remain solely responsible for safeguarding and maintaining the confidentiality of your account
username and password and are responsible for all activities that occur under your account, whether
or not you have authorized the activities;
your participation in the Program and agreement to these Terms shall not violate an agreement among
you and a third party;
shall not permit any third party to use the Program through your account and will not use the
account of any third party; and
agree to immediately notify Draft2Digital of any actual or suspected unauthorized use of your
username, password or account.
You must provide to us a completed manuscript in Microsoft Word or Word-compatible format for each
of the Works you desire to distribute through the Program. You may also provide a cover; if you do
not provide a cover, we will generate one for you.
We will use your manuscript to create and format your Works in electronic or print form. The style
of such formatting shall be determined by us in our sole discretion.
We are not responsible for any errors in the manuscript you provide for us as the basis for your
Works. We will provide you access to a proof copy of your Works prior to distributing it to
It will be your sole responsibility to carefully examine the proof copy for errors and report
them to us.
We may, in our discretion, limit the number of times we correct errors in proof copies. If you
discover any errors in the formatting of your Works, our sole obligation is to correct the errors
you report to us as of or after the date you provide us notice of such errors.
Rejection of Works.
We are entitled to determine what content we accept and distribute through the Program in our sole
If we request that you provide additional information relating to your Works, such as information
confirming that you have all rights required to permit our distribution of the Works, you will
promptly provide the information requested, and you represent and warrant that any information and
documentation you provide to us in response to such a request will be current, complete, and
accurate. You authorize us, directly or through third parties, to make any inquiries we consider
appropriate to verify your rights to permit our distribution of the Works and the accuracy of the
information or documentation you provide to us with respect to those rights.
Pricing and Program Terms.
You will provide a retail or list price for each Work you submit to us (the “List Price”).
The royalty rates paid by various bookstores are set by those bookstores and may vary depending
upon the List Price. While we may provide to you information we know concerning those rates, you
are solely responsible for determining the royalty rates paid by online bookstores and setting the
List Price, and are entitled to set any List Price you deem appropriate so long as it is acceptable
to the bookstores through which we distribute.
The List Price you provide will be exclusive of sales, value-added or similar taxes which are
assessed in connection with the sales of your Works.
In some circumstances we may need to adjust the List Price of one or more of your Works in order to
prevent you from incurring a “negative” royalty, where you lose money on the sale of your Work. You
agree that we can adjust the List Price automatically, as-needed, and without prior notice to you
in order to bring any resulting negative royalty up to zero. We will endeavor, but are not
obligated, to notify you in advance of adjusting your List Price. You will be provided with
notification after the List Price is changed by us and you will be able to go into your account and
adjust the List Price to your desired amount, provided that your desired List Price does not fall
below minimum unit cost for that particular Work and result in a negative royalty.
Subject to Section 17(a), for each Work sold through the Program, you will receive the full amount
paid by the online bookseller to us as royalties less our Commissions. You understand, acknowledge
and agree that royalties received by you are in no way under our control and are dependent on the
royalty rate provided by bookstores, the List Price set by you and the number of your Works that
are sold. You also acknowledge and agree that bookstores may deduct sales tax and other surcharges
from the gross sales of your Works, over which deduction we have no control. You further acknowledge
and agree that Draft2Digital is in no way responsible or liable for the royalties paid to us by
bookstores. If you have a dispute with a retailer, whether online or otherwise, of your Works, you
must resolve it with that third party.
We will pay you royalties received from bookstores on your Work sales within 15 business days
following the end of each month. You understand that, pursuant to their terms of service,
bookstores usually defer payment of royalties for a period of time following the end of the period
for which royalties are calculated. We have no obligation to pay any royalties to you until after
we receive those payments ourselves. In the event of a failure on the part of any bookstore to pay
royalties to us for any reason, we will have no obligation to pay royalties to you.
At the time of our payment of royalties to you, we will make available to you a report detailing
sales of Works and corresponding royalties. All payments will be made via check, PayPal, Payoneer
or Electronic Funds Transfer (“EFT”) payments or other method we designate.
If payment is made by check, we will accrue royalties payable until they equal or exceed
$100 US Dollars (“USD”) before paying you.
If payment is made via Payoneer, we will accrue royalties payable until they equal or
exceed $20 USD before paying you.
If payment is made via PayPal, there is no minimum payment threshold to satisfy before
If payment is made via International EFT, we will accrue royalties payable until they equal
or exceed $10 USD before paying you. For Domestic EFT, there is no minimum payment
threshold. If your financial institution imposes any fees in connection with EFT payments,
you will be responsible for paying such fees.
Various booksellers may, under their terms of service, or standard business practices, withhold,
offset or reduce royalties for various reasons. We will only deliver royalties to you that we
You are responsible for any income or other taxes due and payable resulting from payments to you by
Draft2Digital under this Agreement. We will be required to report payments you receive to taxing
authorities as required by tax laws and regulations. For this purpose, you will provide us with an
appropriate tax identification number (SSN or EIN) upon request.
Books to Read.
All participants in the Program will be provided with a Universal Link to be used on www.books2read.com
free of charge, which Universal Link shall be subject to the terms of service of www.books2read.com found
here and is more fully described in those terms
New Release Notifications
All participants in the Program will be also be allowed to create a New Release Notification link found at
www.books2read.com for no charge, which page will provide a listing of Works that are recently published
through our services, also subject to its own terms of service found
here. For no charge, readers using the New
Release Notification link will have the ability to sign up to be on a mailing list for the author’s
specific New Release Notification page to receive updates concerning the page and Works published through
Grant of Rights.
You grant to Draft2Digital, throughout the term of this Agreement, a nonexclusive, worldwide right and
license to distribute Works, directly and through third-party bookstores of your choice, in all digital and
print formats (now or hereafter created) by all digital and physical distribution means available. This
right shall be irrevocable unless and until you terminate this Agreement according to its terms. Some of
the rights you grant to us are necessary for bookstores to operate according to their terms of service.
Your grant of rights to us includes, without limitation, the right to: (a) reproduce and store
Works on one or more computer facilities, and reformat, convert and encode Works and at various
warehouses; (b) display, market, transmit, distribute, sell and otherwise digitally and physically
make available all or any portion of Works through bookstores selected by you for customers and
prospective customers to download, access, copy and paste, print, annotate and/or view online and
offline, including on portable devices; (c) permit customers to "store" Works that they have
purchased on servers ("Virtual Storage") and to access and re-download such Works from Virtual
Storage from time to time both during and after the term of this Agreement; (d) display and
distribute (i) your trademarks and logos in the form you provide them to us or within Works (with
such modifications as are necessary to optimize their viewing), and (ii) portions of Works, in each
case solely for the purposes of marketing, soliciting and selling Works; (e) use, reproduce, adapt,
modify, and distribute, as we determine appropriate, in our sole discretion, any metadata and
physical data that you provide in connection with Works; and (f) transmit, reproduce and otherwise
use (or cause the reformatting, transmission, reproduction, and/or other use of) Works as mere
technological incidents to and for the limited purpose of technically enabling the foregoing (e.g.,
caching to enable display).
In addition, you agree that we may permit bookstores you select, their and our affiliates and
independent contractors, and their and our affiliates' independent contractors, to exercise the
rights that you grant to us in this Agreement.
You grant us the additional right to use your manuscript and Works files for the purpose of
improving and enhancing our systems for converting and distributing electronic and physical books.
No sales or licensing of your Works will take place pursuant to this sub-paragraph.
You grant us the rights set forth in this Paragraph and elsewhere in this Agreement on a worldwide
basis unless territorial limitations are set forth in a separate agreement signed by you and us.
You are the owner of the Work files that we create, and your ownership is subject to the rights
granted to us by you herein.
Property Rights in the Site and Program.
We own the Site and Program and all intellectual property related to the Site and Program. All content,
organization, graphics, design, compilation, products and product designs, and other matters related to or
included on the Site are protected under applicable copyright, trademark, or other proprietary rights and
owned by us, including, without limitation, our name and logos and slogans and the names and logos of our
products, such as DRAFT2DIGITAL, and you must not use the foregoing without our prior written permission.
We do not own author content advertised on the Site or any rights to any third-party logos, product and
service names, designs and slogans referred to on the Site or as a party of the Program. If you believe
that your work has been copied on the Site in a way that constitutes copyright infringement or otherwise
violates your intellectual property rights, please contact us and provide us with the following: (i)
identification of what is claimed to have been infringed; (ii) identification of what is claimed to be
infringing; (iii) your contact information (or the contact information of the person we need to contact
about the infringement); (iv) a statement that the person submitting the complaint is doing so with a good
faith belief that use of the material in the manner complained of is not authorized by the owner, its
agent, or the law; (v) a statement that the information provided is accurate, and under penalty of perjury;
(vi) a physical or electronic signature of the person submitting the complaint; and (vii) if that person is
not the owner of the content at issue, a statement that the person submitting the complaint is authorized
to act on the owner’s behalf.
Representations, Warranties and Indemnities.
You represent and warrant that: (a) you have the full right, power and authority to enter into and fully
perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your
designee's delivery of your Work or any other content, you have obtained all rights that are necessary for
the exercise of the rights granted under this Agreement; (c) neither the exercise of the rights authorized
under this Agreement nor any materials provided or embodied in the content you provide us nor the sale or
distribution of the same will violate or infringe upon the intellectual property, proprietary or other
rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks,
common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or
violate any laws or regulations of any jurisdiction; (d) you will not upload, post, submit, email,
transmit, or otherwise make available through Program anything that: (i) contains falsehoods or
misrepresentations that could damage Draft2Digital or any third party; (ii) is unlawful, obscene,
defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or
encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any
law, or are otherwise inappropriate; (iii) disseminates or transmits any worms, viruses or other harmful,
disruptive or destructive files, code or programs; (iv) impersonates another person without their consent;
(v) you do not have a right to make available under any law or under contractual or fiduciary
relationships; or (vi) otherwise violate these Terms; (e) you will ensure that all Works delivered under
the Program comply with the technical and physical delivery specifications provided by us; and (f) you will
be solely responsible for accounting and paying any co-owners or co-administrators of any Work or portion
thereof any royalties with respect to the uses of the content and their respective shares, if any, of any
monies payable hereunder.
To the fullest extent permitted by applicable law, you shall indemnify, defend and hold
Draft2Digital, its officers, directors, employees, affiliates, subcontractors and assigns harmless
from and against any loss, claim, liability, damage, settlement, cost (including reasonable
attorneys' fees), action or cause of action that arises from or is related to any actual or alleged
breach by you of any of your representations, warranties, covenants or obligations set forth in
these Terms (a “Claim”). You may not settle or compromise any Claim for which Draft2Digital is
seeking to be indemnified or defended hereunder without the prior written consent of Draft2Digital,
which consent may not be unreasonably withheld, unless such settlement or compromise is solely for
monetary damages that are fully payable by you, does not involve any admission, finding or
determination of wrongdoing or violation of law by Draft2Digital and provides for a full,
unconditional and irrevocable release of Draft2Digital from all liability in connection with such
Claim. We will be entitled, at our expense, to participate in the defense and settlement of the
Claim with counsel of our own choosing. In the event of a Claim or any actual, alleged or suspected
breach by you of any of your representations, warranties, covenants or obligations set forth in
these Terms, Draft2Digital is entitled to withhold and suspend payment of royalties to you until
such time that Draft2Digital determines such royalties are not related to any actual, alleged or
suspected breach by you of any of your representations, warranties, covenants or obligations set
forth in these Terms, and you agree that you are not entitled to any royalties related to any
actual, alleged or suspected breach by you of any of your representations, warranties, covenants or
obligations set forth in these Terms.
Nothing herein is intended to grant you any license or other rights to any intellectual property or
technology owned or operated by Draft2Digital, including, without limitation, any trademarks or
trade names. Nothing in these Terms restricts any rights we may have under applicable law or a
Unless otherwise agreed to in writing by Draft2Digital, you are only permitted to have one Program
account. If you have a legitimate business need to create an additional account, send your request
via email to firstname.lastname@example.org with a copy to email@example.com. Draft2Digital has no
obligation to approve any such request and will review them on a case-by-case basis. Draft2Digital
has the right to suspend services and terminate this Agreement in the event Draft2Digital believes,
in good faith, that you have or threaten to: (i) create more than one account without written
authorization from Draft2Digital; (ii) provide false information to Draft2Digital, including false
information pertaining to your identity when creating a Program account; or (iii) impersonate others
in relation to the Program or use a Program account you are not authorized to use. You acknowledge
and agree that Draft2Digital has no obligation to pay you, and you agree to forfeit, any and all
royalties earned under or in relation to a Program account created in violation of this Section
Limitation of Liability.
THE PROGRAM AND SITE ARE EACH PROVIDED "AS IS." WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF
PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES
ARISING FROM OR IN RELATION TO THIS AGREEMENT OR USE OF THE SITE OR PARTICIPATION IN THE PROGRAM, OR FOR
ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN
NO EVENT WILL OUR LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO
YOU BY DRAFT2DIGITAL UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING YOU INITIATING
A LAWSUIT AGAINST US. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS
PROVIDED BY, THROUGH, OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OR WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OR TRADE PRACTICE. PUBLISHER ACKNOWLEDGES AND AGREES THAT DRAFT2DIGITAL CANNOT ENSURE THAT WORKS
SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY
WITH ANY CONTENT USAGE RULES DRAFT2DIGITAL MAY MAKE APPLICABLE IN CONNECTION WITH USE OF WORKS, AND
DRAFT2DIGITAL WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY
CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. DRAFT2DIGITAL RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE
STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL
BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES,
ERRORS OR LATENCIES. Some jurisdictions do not allow limitations on liability or disclaimer of implied
warranties, so all or a portion of the foregoing may not apply to you. In this case, Draft2Digital’s
liability and the effect and/or duration of any implied warranty is limited to the minimum permissible
under applicable law.
General Legal Provisions.
If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to
this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the
original intentions of the parties in accordance with applicable law, and the remainder of this
Agreement will remain in full force and effect.
The parties to this Agreement are independent contractors. Each party will bear its own costs and
expenses in performing this Agreement.
The failure of either party to enforce any provision of this Agreement will not constitute a waiver
of the party's rights to subsequently enforce the provision.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA, WITHOUT REFERENCE TO RULES
GOVERNING CHOICE OF LAWS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE
EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED AT OKLAHOMA COUNTY,
OKLAHOMA WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
This Agreement is made in the English language only, which shall be controlling in all respects. No
force or effect in the interpretation of this Agreement of the intent or obligations of either
party. All notices and communication shall only be effective if received in the English language.
You may not assign any of your rights or obligations under this Agreement, whether by operation of
law or otherwise, without the prior written consent of Draft2Digital, except that either you may
assign any of your rights and obligations under this Agreement without consent in connection with
the sale of all or substantially all of your assets but you must give Draft2Digital written notice
of the assignment no later than ten (10) business days following the assignment. Draft2Digital may
freely assign its rights or obligations under this Agreement without notice to you.
Draft2Digital LLC will not be liable to you for any failure or delay in the performance of its
obligations hereunder caused by any event or circumstance beyond its control, including, but not
limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God,
war, terrorism, pandemics, epidemics, and the like, and labor conditions.
This Agreement constitutes the entire agreement between the parties with respect to its subject
matter, supersedes any and all prior or contemporaneous agreements between the parties with respect
to its subject matter, and does not confer upon any other person other than the parties any rights
You consent to the use of electronic means to complete this Agreement and to provide you with any
notices we give you in relation to this Agreement. To be effective, any notice given by a party
under this Agreement must be in writing and delivered (i) if by Draft2Digital to you, via email
sent to the email address you have provided to us, via certified mail, return receipt requested, to
the physical address you have provided to us, via a posting on the Program website or via a message
through your Program account, or (ii) if by you to Draft2Digital, via email sent to
firstname.lastname@example.org with a copy to email@example.com or via certified mail, return
receipt requested, to Draft2Digital LLC, 2524 N Broadway, Edmond, OK 73034.
Notices will be effective and deemed received on the date transmitted or posted unless sent via
certified mail, in which case they shall be effective on the date delivered or tendered for