Draft2Digital | Terms of Service

OVERVIEW

The Terms of Service below govern your participation in Draft2Digital’s digital and physical self-publication and distribution services (the “Program”) that is provided through the website draft2digital.com and other websites that link to these Terms (the “Site”).

Under these Terms, Draft2Digital provides tools that enable authors and publishers to:

Convert manuscripts into digital and physical books which we refer to as a “Work.”
Control various aspects of a book’s metadata, including pricing, book descriptions, book content, and covers.
Access a distribution network of third-party retailers to distribute those Works to sales channels such as online retailers, subscription services, and library platforms.
Access online reports concerning sales of Works.
Receive payment of royalties from the sale of Works distributed through the Program, less a commission payable to Draft2Digital, as explained below.

By your use of the Program:

You represent that you own, or possess the rights, to publish, distribute, and manage your Works; Draft2Digital has a right to commissions but has no claim to the copyright or ownership in your Works.
You represent that your Works do not violate the rights of any party.
You are responsible for choosing the sales price of your Works, subject to the Terms below, and write the description that appears in sales channels, whether online or otherwise. You can change the price, description or other metadata of your Works at any time as discussed in the Terms below.
You may delist any of your Works from Draft2Digital or terminate this Agreement at any time as discussed in the Terms below.

This 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 carefully.

TERMS OF SERVICE

These Terms of Service (the “Terms” or “Agreement”) is a binding contract between you, the individual or entity identified as the User (“you” or “User”), and Draft2Digital, LLC (“we” or “us” or “Draft2Digital”) with respect to your participation in the Program and distribution of manuscripts and other materials through the Program (all such content referred to as your “Works” or “Work”). If the User is an entity, the individual person who accepts this Agreement for User represents and warrants that they are entitled to enter this Agreement on behalf of the User as a representative of User authorized to bind User to the terms of this Agreement.

Terms Acceptance. 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) using the Program or Site, or any part of it. If you don't accept the Terms, you are not allowed 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. Unless we state otherwise, any changes to the Program or Site will be effective immediately and any changes to the Terms will be effective thirty (30) days after we post notice of such a change at the top of the Terms. If you do not like any change, you are free to terminate this Agreement and cease use of the Program and Site.
Bookstores, Libraries, and Other Sales Channels. Our ability to distribute your Works to various sales channels is determined by the terms of service or other contractual terms we have with those sales channels. Each sales channel maintains the exclusive right to modify their content policies at any time in the future, and may refuse to list any title for any reason, and no reason need be given. If your Works are not acceptable to one or more sales channels under their terms of service or otherwise, we will notify you. In some cases, dependent upon each individual sales channel’s content policies, you may have the option of modifying your Works to make them acceptable. You and Draft2Digital each agree that neither will take any steps that either party knows or has reason to know will violate the terms of service or other contractual terms of any sales channel through which your Works are distributed. We may cease selling Works through any sales channel whose terms of service or distribution conditions are or become unacceptable to us for any reason. We expressly disclaim any representations and warranties made by sales channels.
Commissions. We shall receive funds provided to us from sales channels 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 from those proceeds as payment for our services in the Program and under this Agreement (the “Commission”) in the rates described in Section 12. The term “royalty,” as used in this Agreement, refers to Draft2Digital’s payments to you under the Program, less the sales channel’s commission, and less Draft2Digital’s Commission. The term “sales channel,” as used in this Agreement, refers to any retail or sales outlet within the Draft2Digital distribution network, examples of which include online retailers, brick and mortar retailers, online ebook or audiobook subscription services, library platforms, and wholesalers.
Third Party Websites. We already have contracts in place with sales channels that you choose to distribute your Works through the Program and will interact with those sales channels per the terms of this Agreement for that distribution. If you choose to contract or contact sales channels directly for sale, marketing or distribution of your Works, the following applies: Your use of websites, whether or not linked to our Site, to advertise or sell your Work, and any correspondence or business dealings with or participation in promotions of such third parties (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 parties. You agree that Draft2Digital shall not be responsible or liable for any claim, loss or damage of any kind or nature related to such third parties, including those 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 and warranties made by other third parties and their services and offerings, including the content or accuracy of materials on any third-party websites. Furthermore, because Draft2Digital has no control over such sites, you acknowledge and agree that Draft2Digital is not responsible or liable for the availability of third party services or sites, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third parties and third party sites. To the extent you enter into separate agreements or contact or contract with sales channels directly, you are solely responsible for reviewing the agreements, terms, conditions, privacy statements and policies of such sales channels.
Storefront Terms of Sale. In addition to the other provisions in this Agreement and our Privacy Policy, if and when you make a purchase through the Site, the following terms of sale also apply.
1. The Basics. 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.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, subject to 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.
3. Prices. 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 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 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 such occurrences.
4. Payment Terms. 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. 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.
5. Shipments and Delivery. If applicable, 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.
6. 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 draft2digital.com/contact/.
7. Manufacturer’s Warranty and Disclaimer. We do not manufacture or control any of the products or services (including print-on-demand) offered through the Storefront. The availability of products or services through our Storefront does not indicate an affiliation with or endorsement of any third party provider or their products or services. Accordingly, we do not provide any warranties with respect to the products or services offered on or made available through the Storefront. Some third parties, including print-on-demand manufacturers, may provide a warranty or other recourse for certain verified defects. Such claims are subject to the applicable manufacturer’s warranty and must be submitted by the applicable deadlines. Such information or any manufacturer’s warranty may be detailed with the product when you receive it. To obtain warranty service, if there is any, please follow the instructions included in the manufacturer's warranty. If you have questions or think your product may be defective and you contact us regarding the same, we may, but are not obligated to, help you with any such 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 OR THROUGH THE STOREFRONT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND 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 OR OTHER CLAIMS OR ANY DAMAGES ARISING OUT OF YOUR USE OF THE STOREFRONT OR PRODUCTS OR SERVICES OBTAINED THEREBY OR THE MANUFACTURER OR PROVIDER'S FAILURE TO HONOR WARRANTY AND/OR OTHER OBLIGATIONS.
Change Tokens. As part of the D2D Print service, 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, and are provided on and redeemed on a single Work basis. We may provide one (1) complimentary Change Token per Work ninety (90) days after the applicable Work’s last submitted change. Such complimentary Change Tokens may only be used for the Work for which they are provided and 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 may be used on any Work and will be associated with your account until you select and apply such purchased Change Token to a Work. 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 always be available or available at any given time, or that we will continue to offer Change Tokens for any particular length of time.
Term and Termination.
1. The term of this Agreement will continue until it is terminated by us or by you.
2. We are entitled to terminate this Agreement at any time with or without cause by providing you notice of termination. We reserve the right to refuse you from reactivating or starting a new account for the Program following our termination.
3. You are entitled to terminate at any time with or without cause by providing us notice of termination.
4. Upon notice of termination by us or you, we will cease distributing your Works and will give notice to all sales channels through which we are distributing your Works to cancel listings and terminate sales and other distribution of your Works within five (5) business days from the date of notice of termination; it is possible that some sales channels through which we distribute your Works may not cease distribution or sales of your Works as requested in our notice, and, until such sales channels cease sales of your Works, these Terms shall continue with respect to such Work and the sale or distribution thereof.
5. Notwithstanding anything to the contrary herein, you agree that following termination or suspension of this Agreement or your ability to use the Program, we or the sales channels through which we distribute your Works may fulfill any customer orders for your Works pending as of the date of termination or suspension. You are entitled to your royalties on these sales, and we are entitled to Commissions on all such sales as well as those completed by us or by sales channels through which we distribute your Works prior to the delisting of those titles from each sales channel.
6. We reserve the right to terminate this Agreement, suspend or close your Program accounts, and/or cease all distribution of your Works without prior notice should you fail to login to your Program account for a consecutive three hundred and sixty-five (365) days.
7. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 4, 5, 6(g), 8(e), 12(d), 12(g) and 16-19. All rights to Works acquired by customers will survive termination.
Program Eligibility and Registration. As a condition to participating in the Program, you represent, warrant, covenant and agree that you:
1. agree to these Terms and our Privacy Policy;
2. shall create and maintain an active Program account using the online form found at https://draft2digital.com/register/;
3. are of sound mind and are at least 18 years old or the legal age of majority in your place of residence;
4. shall ensure that all information you provide in connection with establishing and using your Program account (including your name, address and email) is accurate when you provide it, and you shall keep the same up to date as long as you use the Program;
5. 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 these Terms;
6. shall not establish a new Program account if we terminate your Program account;
7. shall not use false identities or impersonate any other person or use a username or password for a Program account you are not authorized to use;
8. authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify information you provide;
9. consent to us sending you emails from time to time to communicate with you about your participation in the Program;
10. remain solely responsible for safeguarding and maintaining the confidentiality of your account username and password (except to the extent you share the same using our Account Sharing feature, subject to the terms of that feature);
11. your participation in the Program and agreement to these Terms shall not violate an agreement among you and a third party;
12. you shall be responsible and liable for all activities of your account, whether or not the same are authorized by you; and
13. agree to immediately notify Draft2Digital of any actual or suspected unauthorized use of your Program username, password or account.
Distribution Rights.
1. Delivery. For each of the Works you wish to distribute through the Program, you must provide to us at your own cost: (i) a completed manuscript in the format we request; (ii) metadata that is requested by us; and (iii) a cover image. With the metadata you provide to us, you may make territory-specific requests concerning the publishing of your Works. All Works must adhere to our Content Guidelines. If you fail to adhere to such guidelines, we may terminate this Agreement and/or reject one or more of your Works for eligibility in the Program.
2. Formatting. If you choose to use our conversion services, 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. Our formatting may be done automatically so please review the proof of your Work as set forth in the immediately following subsection.
3. Errors. 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 sales channels. It shall be your sole responsibility to carefully examine the proof copy for errors and report them to us. We shall not be liable or responsible in any manner (regardless of the theory of claim) or for any damages related to errors in proof copies that you fail to timely notify us of prior to distribution of such Works. 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 caused by Draft2Digital, 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.
4. Right to Refuse Distribution. We are entitled to determine what Works we accept and distribute through the Program in our sole discretion.
5. Additional Information. If we request that you provide additional information relating to your Works, including information confirming that you have all rights required to permit our distribution of the Works, or if we request proof of expertise in the case of non-fiction books, 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.
1. You will provide an applicable price or prices for each Work you submit to us (the “List Price”).
2. The royalty rates paid vary by sales channel and may vary depending upon the List Price. While we make every effort to document for you the rates and terms for each sales channel, you are solely responsible for setting the List Price and are entitled to set any List Price you deem appropriate so long as it is acceptable to the sales channels through which we distribute.
3. Draft2Digital supports various industry-standard payment models, and these models are often unique to each sales channel. For example, most retailers sell digital books as single copies, yet some retailers offer subscription services in which the payment terms may or may not be affected by your choice of List Price.
4. 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.
5. 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.
Payments.
1. Royalties. We shall pay you royalties subject to the terms and conditions of this Agreement. You understand, acknowledge and agree that royalties paid to you are dependent on the royalty rate provided by sales channels, the List Price set by you and the number of your Works that are sold. You also acknowledge and agree that sales channels may deduct sales tax and other surcharges from the gross sales of your Works, or may reverse prior sales due to customer returns, fraud or chargebacks, all of which we have no control. You further acknowledge and agree that Draft2Digital is only responsible for paying you royalties based on monies actually received by Draft2Digital for the sale of your Works. Draft2Digital is in no way responsible or liable for unpaid royalties, including if a particular sales channel is late in their payments or if they fail to pay monies owed. Sales channels may withhold, offset or reduce royalties for various reasons over which we have no control. Except for the limited obligation to pay you royalties we receive from sales channels as set forth in these Terms, you agree that Draft2Digital shall not be responsible or liable for any claim, loss or damage of any kind or nature related to the actions or inactions taken by sales channels.
2. Payment Terms. We will pay you royalties we owe to you from sales proceeds we receive on your behalf for a given sales period, and within fifteen (15) business days following the calendar month in which we received those proceeds. You understand that sales channels may 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 such sales proceeds from applicable sales channels.
3. At or around 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.
  1. If payment is made by check, we will accrue royalties payable until they equal or exceed $100 U.S. Dollars (“USD”) before paying you.
  2. If payment is made via Payoneer, we will accrue royalties payable until they equal or exceed $20 USD before paying you.
  3. If payment is made via PayPal, we will accrue royalties payable until they equal or exceed $10 USD before paying you.
  4. If payment is made via International EFT, we will accrue royalties payable until they equal or exceed $20 USD before paying you. For Domestic EFT, there is a $10 USD payment threshold. If your financial institution imposes any fees in connection with EFT payments, you will be responsible for paying such fees.
4. 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 applicable laws and regulations. You agree that you will provide us with all information we request to enable us to process payment of your royalties and ensure your compliance with these Terms, which may include a tax identification number (SSN or EIN) and information sufficient for us to verify your identity. You also agree that we have no obligation to distribute your Works in the event we cannot verify your identity or the information you provide to us concerning taxation or payment. You agree and acknowledge that, in the event you fail to provide us with the information we request to verify your identity, payment or tax information within one hundred eighty (180) days immediately following our initial request for any of the same, you forfeit any right to royalties due to you under this Agreement and that we may keep and have no obligation to pay you the same.
5. Royalty payments made to you via PayPal and/or check are subject to the additional fees and expenses as follows: For PayPal, 2.5% of the royalties paid with a maximum fee of $1.50 for U.S.-address-based PayPal payments. Non-U.S.-address-based PayPal payments are subject to varying fee percentages based on country, but each have a maximum fee of $25.00 per payment. For checks, a flat fee of $2.50 per payment made via check to U.S. addresses and $4.00 per payment made via check to non-U.S. addresses. As used herein, "U.S. addresses" means addresses within the United States, excluding territories and Puerto Rico.
6. All royalties shall be paid in U.S. dollars. Booksellers may provide applicable royalties for your Works using other currencies and, if this occurs, we shall convert such royalties into U.S. dollars at an exchange rate we receive from an exchange rate service when we seek such services. We shall not be liable for any changes or differences in royalties you receive as a result of such conversions or exchange rates.
7. Offsets. We may withhold royalties and/or offset them against future payments as indicated below.
  1. If we pay you a royalty and we later issue a refund, return, or credit for that Work, we may offset the amount of the royalty previously paid against future royalties, or require you to remit that amount to us.
  2. If a third party asserts that you lack or lacked all rights required to make one of your Works available through the Program, we may hold all royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you lack or lacked all rights required to make one of your Works available through the Program, we will not owe you royalties for that Work and we may offset any of those royalties that were previously paid against future royalties or require you to remit them to us.
  3. If we determine that you have breached this Agreement (including Section 17(c) or our Content Guidelines with regard to a Work), we will not owe you royalties for that Work and we may offset any of those royalties that were previously paid against future royalties, or require you to remit them to us.
  4. We may offset amounts you owe to us under your obligations in this Agreement against royalties owed to you hereunder and may withhold such royalties for payment of amounts owed to us.
  5. Upon termination of this Agreement, we may withhold all royalties due for a period of time sufficient to determine whether there are amounts due and owing by you to us in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the royalties. We do not anticipate this time period to be longer than six (6) months and, in many cases, should not exceed three months.
  6. If we determine that deceptive, fraudulent, or illegal activity has occurred with respect to your Works or your Program account or activity, then we may permanently withhold payments to you, and we may offset any payments previously paid against future payments or require you to remit them to us. We will use these funds to offset the costs of our investigation and enforcement efforts and/or to compensate third parties harmed by such deceptive, fraudulent, or illegal conduct, in each case, in our sole discretion.
8. Our Commission is as follows: (i) for ebooks and audiobooks distributed through sales channels other than Smashwords.com, we will deduct fifteen percent (15%) from the payments received from sales channels for each Work sold, leased, rented or otherwise distributed; (ii) for Works distributed via Smashwords.com, you will be entitled to the following amounts for such sales after discounts, if any, with the remainder being our Commission: 75% of List Price for Work sales of $2.99 or more; 40% of List Price for Work sales under $2.99; and (iii) for Works distributed through the D2D Print program, you will be entitled to 45% of the List Price minus the unit cost, with the remainder being our Commission.
9. To use the Program, you must open an account, which is free. To activate distribution privileges, a one-time Account Activation Fee is required, which also covers the first year of account maintenance. After the first year of a new account, an Account Maintenance Fee of $12 USD is charged annually for as long as you have Works distributed through your Program account. The annual Account Maintenance Fee shall be waived if your account earns $100 USD or more in royalties over the prior twelve-month period. Account Maintenance Fees are billed against royalties due and owing to you, unless such royalties are insufficient in which case we will charge the difference to your account. We will notify you via the email associated with your account should your account carry a negative balance. You may pay for any such balance via credit card or other payment methods made available to you via the Program. If your account carries a negative balance for more than thirty (30) consecutive days, we reserve the right to terminate this Agreement, suspend or close your Program accounts, and/or cease all distribution of your Works.
Books2Read. All participants in the Program will be provided, free of charge, with a Books2Read Universal Book Link (UBL) for each book published under this Program. UBLs shall be subject to the terms of service of www.books2read.com found here and is more fully described in those terms of service.
New Release Notifications. All participants in the Program will 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 the Program.
Grant of Rights. You grant to Draft2Digital a nonexclusive, worldwide right and license to distribute Works, directly and through sales channels of your choice, in all digital and print formats you choose (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 sales channels to receive, stock, market and sell your Works and operate according to their terms and agreements.
1. 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 sales channels 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, reproduce and distribute (i) your pen name for the applicable Work and (if used by you for that Work) your name, image and likeness as author of an applicable Work, as well as any applicable 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 other 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).
2. In addition, you agree that we may permit sales channels 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.
3. You grant us the additional right to use your manuscript and Work 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.
4. You grant us the rights set forth in this Section and elsewhere in this Agreement on a worldwide basis unless territorial limitations are set forth in a separate agreement signed by you and us or you designate territorial limitations in the metadata for a particular Work.
5. 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.
The rights granted to us in this Agreement shall continue throughout the Term and thereafter, in each case, as necessary for us to allow sales channels to market, sell and distribute your Works as contemplated hereunder.
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 provide suggestions, ideas, or other feedback in connection with the Program or Site ("Feedback"), Draft2Digital and its affiliates shall be free to use and exploit the same in any manner we see fit without restriction and without the need to compensate or credit you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, and all said rights in the same are reserved except to the extent they are explicitly granted herein. Nothing in this Agreement restricts any rights we may have under applicable law or via separate permission. If you believe that any content appearing on the Site has been copied in a way that constitutes infringement or violation of your rights, please forward the following information to the address below:
- Your name, address, telephone number, and email address;
- A description of the rights that you claim has been infringed;
- The exact URL or a description of where the alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent and the law;
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner or authorized to act on the owner’s behalf.
Draft2Digital, LLC; Attn: Customer Service, 2524 N Broadway, Edmond, OK 73034

Please note that while Draft2Digital seeks to preserve any and all exemptions from liability that may be available under applicable law, this is not a stipulation that Draft2Digital is subject to the United States Digital Millennium Copyright Act, or similar laws of other jurisdictions, or that Draft2Digital is a “service provider” as defined by such acts or elsewhere in the law. Please also note that we reserve the right to suspend or terminate access to those individuals or entities that have repeat allegations of third-party rights violations.
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 by you under this Agreement; (c) neither the exercise of such rights nor any materials provided or embodied in the Work(s) 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 or harm Draft2Digital, consumers, 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 for monies owed to such co-owners or co-administrators resulting from distribution of Works hereunder, if any.
1. To the fullest extent permitted by applicable law, you shall indemnify, defend and hold Draft2Digital and its affiliates and all their respective owners, officers, directors, representatives, subcontractors and assigns (the “Indemnified Parties”) harmless from and against any loss, claim, liability, damage, fines, penalties, 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 an Indemnified Party is seeking to be indemnified or defended hereunder without the prior written consent of that Indemnified Party, 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 Indemnified Parties and provides for a full, unconditional and irrevocable release of Indemnified Parties from all liability in connection with such Claim. We will be entitled to defend a Claim and seek indemnity as required hereunder thereafter if we believe, in our sole judgment, that you will be unable to obtain adequate representation for such defense. Should we decide you will defend a claim, we may, at our expense, 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.
2. Nothing in these Terms restricts any rights we may have under applicable law or a separate permission.
3. 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 at draft2digital.com/contact/ with an email copy to legal@draft2digital.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 17(c).
Disclaim of Warranties; Limitation of Liability. THE PROGRAM AND SITE AND USE THEREOF ARE 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 OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, ARISING FROM OR IN RELATION TO THIS AGREEMENT OR USE OF THE SITE OR THE PROGRAM. IN NO EVENT WILL OUR LIABILITY UNDER OR RELATED TO THIS AGREEMENT OR USE OF THE SITE OR THE PROGRAM EXCEED THE AMOUNTS 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. USER ACKNOWLEDGES AND AGREES THAT DRAFT2DIGITAL CANNOT ENSURE THAT WORKS SUBMITTED BY OR ON BEHALF OF USER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT SALES CHANNELS OR THEIR CUSTOMERS WILL COMPLY WITH ANY CONTENT, USAGE OR DISTRIBUTION RESTRICTIONS DRAFT2DIGITAL MAY MAKE APPLICABLE IN CONNECTION WITH WORKS, AND DRAFT2DIGITAL WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SALES CHANNELS OR THEIR CUSTOMERS TO COMPLY WITH ANY CONTENT USAGE RULES OR FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE. 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. BY USING THE SITE AND PROGRAM, YOU AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE TO YOU FOR DISCLOSURE OF YOUR PERSONAL INFORMATION MADE BY YOU THROUGH THE USE OF THE PROGRAM OR SITE OR ANY DISCLOSURE OF YOUR PERSONAL INFORMATION CAUSED BY THE UNLAWFUL, CRIMINAL OR FRAUDULENT ACTIONS OF A THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY AND DISCLAIMERS ARE NECESSARY TO ALLOW DRAFT2DIGITAL TO PROVIDE THE PROGRAM AND SITE FOR THE AMOUNTS PAID TO DRAFT2DIGITAL HEREUNDER. Nothing in this Agreement is intended to exclude, restrict or modify any right or remedy that cannot be excluded or limited under applicable law. 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.
1. 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.
2. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement.
3. The failure of Draft2Digital to enforce any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce the provision.
4. 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. YOU AND DRAFT2DIGITAL EACH AGREE TO WAIVE ANY RIGHT EITHER OF US MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THAT ALL SUCH CLAIMS WILL BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT AS A MEMBER OR REPRESENTATIVE OF ANY CLASS.
5. This Agreement is made in the English language only, which shall be controlling in all respects. No translation, if any, of this Agreement or our Privacy Policy into any other language shall be of any 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.
6. 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 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.
7. Draft2Digital 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. The rights and remedies of Draft2Digital in this Agreement are cumulative and not exclusive of one another.
8. 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 message sent at draft2digital.com/contact/ with an email copy to legal@draft2digital.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 delivery.
9. 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 or remedies.