This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your okadabooks.com account (“you” or “Publisher”) and okadabooks.com.
This Agreement provides the terms and conditions of your participation in the okadabooks.com digital self-publication and distribution program (the “Program”) and your distribution of digital content through the Program (all such content, “Digital Books”), and consists of the terms set forth below.
You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Program, or any part of it. If you don’t accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the 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.
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old at http://okadabooks.com/terms with a revision date indicated at the top or by sending an email to the email address then registered for your Program account. If you do not agree to the changes, you must withdraw your Digital Books from further distribution through the Program and terminate your use of the Program.
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 and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your Digital Books within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your Digital Books pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Books in order to provide continuing access to or re-downloads of your Digital Books or otherwise support customers who have purchased a Digital Book prior to termination or suspension.
Okadabooks.com will not be liable to you for any failure or delay in the performance of its obligations under this Agreement 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, and labor conditions.
This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria (it doesn’t necessarily have to be governed by Nigerian laws, you can choose).
Any dispute or claim arising out of or in relation to the interpretation or execution of this Agreement or the breach, termination or invalidity thereof shall be settled amicably between the parties, failing of which an arbitrator shall be appointed by the parties, whose award shall be final and binding on the parties. The venue of arbitration shall be (insert a venue for arbitration) and the language of arbitration shall be English.
You must provide to us, at your own expense each Digital Book you desire to distribute through the Program. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
4.1.2 Content Requirements
You must ensure that all Digital Book content is non-offensive at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies. We are entitled to remove or modify the metadata and product description you provide for your Digital Books for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Digital Book’s cover art for any reason, including if we determine that it does not comply with our content requirements. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for a Digital Book is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.
4.1.3 Digital Book Rejection
We are entitled to determine what content we accept and distribute through the Program in our sole discretion. If we request that you provide additional information relating to your Digital Books, such as information confirming that you have all rights required to permit our distribution of the Digital 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 Digital Books and the accuracy of the information or documentation you provide to us with respect to those rights.
4.1.4 Digital Book Withdrawal
You may withdraw your Digital Books from further sale in the Program at any time. We may fulfill any customer orders completed through the date the Digital Books are available for sale. All withdrawals of Digital Books will apply prospectively only and not with respect to any customers who purchased the Digital Books prior to the date of removal.
We may, in our discretion, reformat your Digital Books, and you acknowledge that unintentional errors may occur in the process of reformatting of your Digital Books. If any such errors do occur, you may remove the affected Digital Book from further sale in the Program as provided in Section 4.1.4 above, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a Digital Book file as you deliver it to us.
4.2.1 Marketing and Promotion
We will have sole discretion in determining all marketing and promotions related to the sale of your Digital Books through the Program and may, without limitation, market and promote your Digital Books by making chapters or portions of your Digital Books available to prospective customers without charge, and by permitting prospective customers to see excerpts of your Digital Books in response to search queries. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, distribute, or offer for sale any Digital Book, or to continuing marketing, distributing or selling a Digital Book after we have commenced doing so.
4.3.1 Providing Your List Price
You will provide a list price not to exceed N10,000 through the okadabooks.com website for each Digital Book you submit to us. You may change your List Price through the okadabooks.com website, and your change will be effective within 5 business days.
4.3.2 Currency Conversion
We may sell your Digital Book in other countries using foreign currencies. When we do, we will convert the List Price you submit to other currencies (each, a “Sale Currency”) at an exchange rate we determine. We may periodically update the converted List Price in order to reflect current exchange rates. The converted List Price in the Sale Currency will be your List Price when we offer and sell your Digital Book in the Sale Currency. For example, your Royalties will be calculated based on the converted List Price in the Sale Currency.
If you are not in breach of your obligations under this Agreement, for each Digital Book sold to a customer through the Program, okadabooks.com will pay you the applicable Royalty of 70%, net of refunds, bad debt, and any VAT, sales or other taxes charged to a customer or applied with respect to sales to a customer.
4.4.2 When We Pay You
Okadabooks.com will pay Royalties due on Digital Book sales upon request provided amount request is at least N10,000. We will also make available to you a monthly online report detailing sales of Digital Books and corresponding Royalties.
4.4.3 Payment Currencies
If you change your payment currency, the change will be effective on the first day of the following calendar month (unless we make an earlier period available). If we pay you in a currency other than the Sale Currency, we will convert the Royalties due from the Sale Currency to the payment currency at an exchange rate we determine, which will be inclusive of all fees and charges for the conversion.
4.4.5 Payment Policies
We may require you to provide certain information or to register a valid bank account in your okadabooks.com account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.
4.4.6 Payment Disputes
You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your Digital Books. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. We also may, but are not obligated, to use geofiltering technology as a way of determining which customers are entitled to purchase Digital Books, for example, where you indicate that you do not have worldwide distribution rights to a Digital Book through the procedure we provide to you for that purpose. If we use geofiltering technology when distributing your Digital Books, distribution will be deemed to have taken place within the permitted distribution territories for the Digital Books, even though customers may, in fact, be located outside those territories.
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 any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement 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 ensure that all Digital Books delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Digital Book or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement. To the fullest extent permitted by applicable law, you will indemnify, defend and hold okadabooks.com, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.