Draft2Digital | Terms of Service

OVERVIEW

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 explained below.

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 carefully.

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.

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) 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 reason.
Commissions. 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. In addition to the other provisions in this Agreement and our Privacy Policy, if and when you make a purchase through the Site, these Storefront 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. Change Tokens may also be purchased through the Storefront as well as used or applied to a given transaction.
2. 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.
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 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 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, 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.
5. 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.
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 support@draft2digital.com.
7. 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 support@draft2digital.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.
Change Tokens. 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.
1. The term of this Agreement will begin upon your acceptance of it and 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.
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 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 terms.
5. 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.
6. 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.
7. 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:
1. agree to these Terms and our Privacy Policy;
2. shall create and maintain an active Program account using the online form found 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 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;
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 Section 15 below;
6. shall not establish a new account if we terminate your account;
7. shall not use false identities or impersonate any other person or use a username or password you are not authorized to use;
8. authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account 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 and are responsible for all activities that occur under your account, whether or not you have authorized the activities;
11. your participation in the Program and agreement to these Terms shall not violate an agreement among you and a third party;
12. shall not permit any third party to use the Program through your account and will not use the account of any third party; and
13. agree to immediately notify Draft2Digital of any actual or suspected unauthorized use of your username, password or account.
Distribution Rights.
1. Delivery. 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.
2. Formatting. 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.
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 bookstores. 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.
4. Rejection of Works. We are entitled to determine what content 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, 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.
1. You will provide a retail or list price for each Work you submit to us (the “List Price”).
2. 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.
3. 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.
4. 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. 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.
2. Payment Terms. 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.
3. 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.
  1. If payment is made by check, we will accrue royalties payable until they equal or exceed $100 US 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, there is no minimum payment threshold to satisfy before paying you.
  4. 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.
4. 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 actually receive.
5. 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 of service.
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 the Program.
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.
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 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).
2. 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.
3. 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.
4. 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.
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.
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.
1. 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.
2. 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 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 via email to support@draft2digital.com with a 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).
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.
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 either party to enforce any provision of this Agreement will not constitute a waiver of the party's 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.
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 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 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.
7. 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.
8. 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.
9. 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 support@draft2digital.com with a copy to legal@draft2digital.com or via certified mail, return receipt requested, to Draft2Digital LLC, 9400 N. Broadway, Ste. 410, Oklahoma City, OK 73114. 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.