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User service agreement

 

TERMS OF USE - SERVICES AGREEMENT

 

 

1.      Legal Agreement

The terms and conditions set forth in this document apply to all individuals (authors, general public, advertisers) contracted with or public domain users of the services provide by 6497217 Canada Ltd herein after referred to as the operating trade name of www.indieorignials.com  and constitute a binding legal agreement.   Any alterations to this agreement between 6497217 Canada Ltd herein (referred to as the operating trade name of www.indieorignials.com) and an individual author, advertiser or services provider will be attached as an addendum to this contract.  Terms in the addendum over-ride and take precedence over any conflicting terms in the master Services Agreement. 

All users of this site should carefully review the information in this agreement.  By using www.indieoriginals.com you accept the terms and conditions described herein, and you warrant and represent that you have the legal capacity to enter into this Agreement.

The services under this site are intended to assist authors in securing an agent/publisher relationship.  As such this contract is designed to facilitate easy and unrestricted exiting by the author as described under the section below Terminating Membership.  In exchange for these Exit for Convenience provisions the author grants 6497217 Canada Ltd operating under www.indieoriginals.com the unrestricted right in perpetuity and at the sole discretion of www.indieoriginals.com to advertise on the site the fact that the author was once a member who has now secured formal agent representation and/or a publisher deal.

2.       Copyright:

Copyright of novel(s) content on www.indieoriginals.com  website remains with the author.   The author  grants www.indieoriginals.com  the nonexclusive right to sell and download digital copies of their novels to the public at the negotiated  pricing and revenue sharing agreement outlined in this document. www.indieoriginals.com is the owner of all intellectual property rights associated with the sites core functionality and design (except author content), including all copyright, patents, and trademarks.  www.indieoriginals.com grants no other right, title, ownership, license, or other property interest in the materials and subject matter posted on the Site.

 

3.       Privacy and Confidential Information: 

Should the author elect to include personal information in the public content section posted on www.indieoriginals.com  it is acknowledged and full consent provided that such data will be available in the public domain and therefore accessible on an unrestricted basis.

4.        Representations and Warranties:

By becoming a member of www.indieoriginals.com and uploading your book to the site you represent and warrant, during the term of this Agreement, that the content:

4.1.     Is 100% owned by you, does not violate any copyright, trademark, trade secret or other intellectual property right of any third party and is in compliance with privacy laws (both national and international).

4.2.     Does not contain objectionable material such as excessive sexual content (pornographic or obscene material), illegal/ unlawful material such as portraying children in sexual situations or hate literature, defamatory or violation of privacy laws or otherwise objectionable material. www.indieoriginals.com retains the sole right to remove any such material from its site without refund of fees to the member author. 

4.3.     That the content you post on the site is free from all forms of malicious code which includes, without limitation, viruses, trojan horses, worms, or any computer programming that may damage, interfere or otherwise effect the operation of www.indieoriginals.com in any way other than the intended purpose of the site.

4.4.     The author represents and warrants that he/she has the legal capacity to enter into this Agreement, and that the work(s) posted on www.indieoriginals.com are not under prior legal contract to any other person or entity. By completing the registration process and uploading your content you are confirming that you have the full power and authority to enter into and perform in accordance with the terms of this Agreement.  Authors below the age of consent (18 in Ontario, Canada) will require the consent of a parent or legal guardian to be e-mailed to www.indieoriginals.com under the Contact US section.

4.5.     Author may have their own independent web site and may elect to place a link to such web site on www.indieoriginals.com.  Author hereby warrants and represents that during the term of this agreement and any subsequent renewals thereof that they will not offer their novel(s) for sale via their own web-site.  In addition, should any author have the novel(s) posted on www.indieoriginals.com and also listed for sale on any other retailer / etailer site, that the price for their novel(s) on those other sites will be equal to or greater than the list price on www.indieoriginals.com

4.6.     The authors will not employ Shilling Techniques to either increase their sales or image on the site.  For absolute clarity, examples of Shilling Techniques can be the posting false testimonials on the site about the author or their work(s) and/or creating false impressions of sales volume through extensive self-purchasing.  The site may suspend the membership of any author found to be violating these terms.

 

5.        Other Terms:

5.1.      www.indieoriginals.com is designed to assist the author in establishing a fan-base and as such the author has the option to enable / provide buyers with the authors personal e-mail address.  If this feature is selected by the author during account set-up, then the author hereby grants www.indieoriginals.com the authority to provide this personal information to all parties that purchase the authors works.  www.indieoriginals.com is not liable or in any way responsible for subsequent sharing or re-distribution of the authors information.

5.2.     www.indieoriginals.com does not review or in any way verify the content of the materials on this site.  As such we cannot guarantee or express any opinion on the accuracy, authenticity or quality of the information on this site.  Use or application of any design specifications, recipe, formula or instructions on this site are at the sole risk of the user.

5.3.     www.indieoriginals.com reserves the right to refuse to publish and/or to subsequently  remove from this site any and all materials that it deems, in its sole discretion, is in violation of the terms and conditions set forth in this agreement, violate regional, national or international legal requirements and statutes,  or that are in contradiction to generally accepted public standards.  Membership fees shall be forfeited for all suspensions under this provision. We reserve the right to amend our policies from time to time in our sole discretion.

 

6.        Other Services:

From time to time www.indieoriginals.com may list the services of third party providers such as illustrators, editors or other services that may be of interest to member authors. These services are available to member authors for use at their own discretion and risk.    www.indieoriginals.com does not in anyway warrant the quality, timeliness or ultimate completion of any work contracted between the authors and any independent 3rd party provider. 

7.        Privacy:

7.1.     Any personal information in content that you upload for posting and/or purchase on www.indieoriginals.com will be widely available to all users.  www.indieoriginals.com does not exercise any control over those users and cannot guarantee that your Personal Data will be protected.  Do not upload any personal data that you do not want disseminated via the site.  This restriction also applies to the personal data of any other person or entity that might be included within your novel(s). www.indieoriginals.com is not liable for any damage that may be incurred due to use of Personal Data that was made available as part of content posted on the site.  Other circumstances under which www.indieoriginals.com may be required to disclose confidential information are noted below:

7.1.1.         As required by law, www.indieoriginals.com will disclose information about your account under the following circumstances: subpoenas, court orders, other legal processes or as otherwise required by law.

7.1.2.         From time to time, at www.indieoriginals.com sole discretion, they may share author information with other entities who perform work on behalf of www.indieoriginals.com and have executed confidentiality agreements

7.1.3.         If www.indieoriginals.com is acquired by or merged with another company

8.       Restrictions on Use of Content:

8.1.     When you purchase and download a novel off of www.indieoriginals.com, you agree to the following restrictions:

8.1.1.         You will not redistribute in any form (electronic, hard-copy or in any other form or manner), either for free or with a fee, all or any part of the novel purchased

8.1.2.         You will not copy, adapt, amend or plagiarize any of the content without express written consent of the copyright holder.

9.         Operation of Site:

As with any internet site, issues beyond the control of www.indieoriginals.com could render the site unavailable from time to time.  This will also occur during normal maintenance and subsequent release upgrades.  www.indieoriginals.com makes no commitment, warranty or guarantee that the site will operate in a timely, uninterrupted or error-free manner.  www.indieoriginals.com will also, in its sole discretion, modify the features, availability, operation and/or look and feel of the site from time to time without notice to our members or other users.

10.     Membership Fees and Payment Terms:

In response to author feedback we have created four distinct levels of membership ranging from the most economical level (Bronze) which minimizes upfront costs for members in exchange for authors sharing a portion of their book revenue with the company, all the way up to the premium Platinum level which allows members to keep 100% of the revenue from their books and also participate in the future financial value of the company as outlined in section 11 below. 

 

Bronze Club: No annual membership fee. A $25 1-time fee per title uploaded to the site. 30% sales commission fee deducted from all sales proceeds. Payment processing fees from Authorize.net will be deducted from sale proceeds at source.   Bronze Club members are ineligible to participate in phantom shares program. This level of membership is ideally suited to the author who is uncertain whether or not their novel(s) will achieve any sales, as it minimizes upfront costs and shares the future sales risk with www.indieoriginals.com  Payment of this fee must be made electronically (VISA or Mastercard) via the site at the time of becoming a member. Once the system has confirmed successful processing of your payment (a matter of seconds) you can immediately complete your registration and upload your novel(s) for sale.

 

IMPORTANT:  the payment of the author membership fees for the Silver, Gold and Platinum Club membership plans cannot be made on-line.  Payment for the three premium plans outlined below must be sent via certified check or money order in US funds payable to 6497217 Canada Ltd , 144 Hennessey Road, Trenton, Ontario, Canada, K8V 5P7.  No personal checks will be accepted.  As a customer service courtesy, any author selecting one of these premium plans can have their membership activated immediately, ahead of us receiving payment, by  e-mailing the site administrator ( the “contact us” function info@indieoriginals.com ) indicating which plan you have selected and confirming that you have remitted payment.  However, your account will be immediately suspended if payment in full is not received within 10 calendar days. 

 

 

Silver Club: No annual membership fee. A $150 1-time fee per title uploaded to site.  No sales commission deducted from sale proceeds. 100% of sales proceeds (less deduction from sale proceeds of the payment processing fees from Authorize.net) belong to the author.  Silver Club members are ineligible to participate in phantom shares program. This level of membership is best suited to those authors who expect to write only 1 or 2 novels and have some degree of confidence in the potential level of sales that their novel(s) will achieve and wish to retain all of that revenue (less payment processing fees to Authorize.net).  In this program, an author who establishes at price of $5 per sale would require approximately 31 sales to fully recover the initial upload fee plus offset the Authorize.net payment processing fees. 

 

Gold Club: A $500 annual membership fee. An unlimited number titles can be uploaded to site (titles written by the member author only) at no additional cost. No sales commission deducted from sale proceeds. 100% of sales proceeds (less deduction from sale proceeds of the payment processing fees from Authorize.net) belong to the author.  Gold Club members are ineligible to participate in phantom shares. This level of membership is best suited to authors who expect to produce multiple titles, have a higher level of confidence in future sales, but have decided not to participate in the phantom shares program, as they wish to retain all revenues (less payment processing fees to Authorize.net) from future sales. In this program, an author who establishes at price of $5 per sale would require approximately 102 sales to fully recover the initial upload fee plus offset the Authorize.net payment processing fees.  

 

Platinum Club: A $1,400 1-time, life-time membership fee.  An unlimited number titles can be uploaded to site at no additional cost. No sales commission deducted from sale proceeds 100% of sales proceeds (less deduction from sale proceeds the payment processing fees from Authorize.net) belong to the author.  Participation in phantom shares/profit sharing as described in section 11 below of the Services Agreement is reserved exclusively for Platinum Club members. This premium level of membership is best suited to authors who expect to produce multiple titles, have a good level of confidence in future sales, and who also believe in the business model and goals of www.indieoriginals.com and want to be eligible to participate in the financial future of the company.

In this program, an author who establishes at price of $5 per sale would require approximately 295 sales to fully recover the initial upload fee plus offset the Authorize.net payment processing fees. 

 

 

www.indieoriginals.com has engaged the services of Authorize.net to facilitate the electronic collection of Bronze Club membership fees from authors as well as proceeds from the subsequent sale of their novel(s). All fees charged by Authorize.net and/or their processing partners are deducted from sale proceeds at source.  All payments and fees are in United States dollars. Should either a prospective author member or a novel purchaser not wish to use Authorize.net to become a member or to purchase a novel, please submit an e-mail using the “contact” function and alternate arrangements will be considered.

 

The site has been technically designed to enable self-service by the author to create their dedicated section on the site and upload their novel(s).  Should the member prefer to engage staff of www.indieoriginals.com to perform this work for them, then an additional one-time set-up fee of $75.00 USD will apply.

Member authors will be able to track sales on-line including all funds remitted previously to the author as well as funds due to be sent in the next remittance period. 

To control administrative costs, accounts will be settled monthly for all amounts $100 and over. For accumulated sales of less than $100, settlement will be held back until the $100 threshold is reached or will be remitted to the author quarterly, whichever comes first.  At a minimum, regardless of amount, all accounts will be settled no later than quarterly. 

Bad Debt In the event a payment by a member for the annual membership fee or any other fee-for-service to www.indieoriginals.com is ultimately not collected because of fraudulent credit card use or any other reason, then www.indieoriginals.com reserves the right to either suspend the authors membership or hold back from future sales remittances funds equal to the amount owing to www.indieoriginals.com

 

11.    Value Sharing – Platinum Club ONLY:

11.1. The business objective is to create a formula that allows Platinum Club authors whose sales performance adds to the economic value of 6497217 Canada Ltd (operating trade name of www.indieorignials.com).  To accomplish this, a phantom stock pool (non-voting shares) has been created equal to 30% of the common stock authorized and issued by the company as at October 1st, 2010.  This phantom stock pool will be used to determine:

11.1.1.      How to distribute 30% of the annual net profit (before tax) as a profit sharing program to member authors who qualify based on the formula in 11.1.4 / 11.1.5 below. 

11.1.2.      In the event the company is  acquired at a future date, to set aside 30% of the "net purchase proceeds" (after payout of all company debts, covering ALL  COSTS  of  the sale IE-legal support etc, cost of staff severance if any).  For clarity, it is the goal to set aside 30% of the final net proceeds that would flow to the company owners, as a reserve to be paid to member authors who qualify based on the formula in 11.1.4 / 11.1.5  below.

11.1.3.      In the event of a future IPO by the company, the phantom stock would be converted to the equivalent of 30% of the total number of common shares issued as at October 1st, 2010 These common shares would be issued to member authors who qualify based on the formula in 11.1.4 / 11.1.5  below.

11.1.4.      VALUE SHARING FORMULA:  this formula recognizes that increasing the value of the company will be enhanced significantly through increased sales by Platinum Club authors---and this formula is created to reward Platinum Club authors based on their individual sales results. The amount an author will share in the 30% Phantom Stock Pool / Net Profit Sharing program will be calculated as follows in 11.1.5:

11.1.5.      Take the total gross sales of an individual Platinum Club author (combined sales of all their books on the site) as a % of the combined gross sales of all Platinum Club authors for the 12 month period immediately preceding the payout-triggering event (be that year-end for profit sharing--- or the 12 month period immediately preceding the transaction completion date for acquisition or IPO). That % will be the % they receive from the 30% phantom pool. As a specific example—a Platinum Club authors total gross sales for the prior 12 months accounted for 18% of the gross sales of all Platinum Club authors combined.  The company gets acquired and the net sales proceeds flowing to the business owners is $3,000,000. 30% of that amount, or $900,000 would get set aside for all eligible Platinum Club member authors--and the author in this example would get 18% of that --or a payout of $162,000.00 (E&OE) IMPORTANT: It is not intended to offer any financial reward to Platinum Club authors whose total sales represent less than 1/2 of 1% of the Platinum Clubs total sales.  To participate in this Value Sharing and Financial payout, Platinum Club author’s sales results must pass this ½ of 1% threshold.  Value is created “through sales” and this restriction is intended to ensure the phantom shares value is distributed amongst Platinum Club authors who have generated sales and thus helped create the value. 

11.2. Note: Future amendments to this revenue sharing program may be made and are at the sole discretion of the company.  Subsequent revenue sharing program amendments would apply only to new Platinum Club members who join after the amendment(s) takes effect. The company may at its sole discretion offer these new program features to Platinum Club members who joined prior to the amendment taking effect and will request written confirmation from the member decide if they wish to move to the new program or remain with the prior one.

 

12)   Returns:

www.indieoriginals.com only distributes digital content.  Should any purchaser not be able to access the content of a product they have purchased, then please contact our technical support team and we will remedy the situation.  Remedy is limited to replacement of the digital file.  All digital content sales are final and purchase proceeds are not refundable.

13)   Miscellaneous:

Any provision under this Agreement is deemed to be severable if such provision is found to be invalid or unenforceable under the laws of the Province of Ontario or Federally within Canada.  All other provisions within the Agreement will remain in full force and effect.

This Agreement is governed by the laws of the Province of Ontario, Canada.  The parties agree that any dispute that cannot be settled by good faith negotiation shall be submitted to arbitration by a professional arbitrator resident in Ontario and a member in good standing of the ADR Institute Ontario (Alternative Dispute Resolution) resident in Ontario, Canada  The arbitration shall be conducted by a single arbitrator  selected by www.indieoriginals.com with experience in computer/technology matters and in the e-commerce publishing industry.  The decision of the arbitrator shall be legally binding, shall not be subject to appeal, and shall be enforceable in any court of competent jurisdiction. Delays in execution of services due to events beyond reasonable control of www.indieoriginals.com (acts of God, wars, labor disturbance, attacks against the internet etc.) are permissible failures to deliver and are excused and www.indieoriginals.com shall not be liable for any delay caused by the occurrence of such event beyond their reasonable control.

14)   Terminating Membership:

If you wish to terminate your membership, please contact us via e-mail with a specific request to do so.  www.indieoriginals.com will comply with all such requests within 5 business days of receipt of such request. www.indieoriginals.com does not retain any residual rights to the author’s work that was posted on the site for sale. www.indieoriginals.com must retain a copy (off of the live site) of any novel(s) that you have made available to purchasers in electronic formats and that already have a history of recorded sales.  This is to facilitate replacement copies that may be required by prior purchasers – example, a purchasers computer crashes after the author has terminated membership.  www.indieoriginals.com should be in a position to forward that purchaser a fresh copy of the novel within a 12-month period following the purchase.

If you choose to terminate your Membership, the terms above regarding the status of all previously uploaded and held for sale novel(s) remain applicable.

As a significant portion of the administrative costs of running the site will have already been incurred, www.indieoriginals.com will honor all requests for early cancellation, but will not be obligated to refund any portion of the membership fee. 

15)     Feedback:

From time to time members and or users of the site and services in the public domain may send us suggestions on modifications, new features or services.  You agree to assign all right, title and interest worldwide to any such suggestions, that may be implemented by www.indieoriginals.com  and hereby relinquish all right and claim to such  Intellectual Property Rights to www.indieoriginals.com

16)     Disclaimers:

www.indieoriginals.com  does not represent or warrant that downloading content will not cause damage to your computer, data, software, files or peripherals.  www.indieoriginals.com is not liable for any damage to your computer, data, software, files, or peripherals that may be caused by your use of the site and downloading content.

17)    Limitation of Liability:

In no event shall 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  or any of its officers, employees, directors, affiliates, agents or third-party licensors and content providers be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the site, content on the site, or any transaction entered hereunder, whether in contract, tort or otherwise, even if  6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages.  You agree that the liability of 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com, its officers, employees, affiliates, and agents, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any transaction entered hereunder or the Site shall not exceed the amount you paid to 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  in connection with the transaction giving rise to such claim.  Any action under this Agreement must be commenced within one (1) year after such cause of action occurs.

The foregoing limitation applies to the acts, omissions, negligence, and gross negligence of 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com, its officers, employees, affiliates and agents which, but not for this provision, would give rise to the cause of action against 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  in contract, tort, or any other legal doctrine.  Your sole and exclusive remedies under this agreement are as expressly set out in this agreement. 

18)   Indemnification:

If someone takes 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  to court as the result of something you did in violation of this Member Agreement, you will pay for any damages or costs assessed against or incurred by 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  .  You shall indemnify and hold 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com  harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that 6497217 Canada Ltd operating under the trade name of www.indieoriginals.com may sustain or incur by reason of any breach or alleged breach of any representation, warranty, term or condition of this Agreement, and for any act or omission by you which is in any way related thereto

19.    Term: This Agreement is effective for a 12-month term from the original date that:

19.1. A hard-copy of the Services Agreement is formally executed by the member author and accepted by duly authorized signing officers of www.indieoriginals.com 

OR

19.2. A member signifies their agreement to these terms by checking the applicable Services Agreement box on the site and subsequently activating their account and uploading material to the site.

19.3. www.indieoriginals.com may terminate or suspend this Agreement immediately for any reason and without prior notice to you.  You may terminate your Membership at any time by following the instructions on the site.  Requests to terminate services and remove author content from the site will occur within 5 business days from receipt of the request.  If you choose to terminate your Membership, the terms of this Agreement regarding any content you have uploaded remain applicable.  All provisions of this Agreement relating to payment, commissions, service fees, disclaimers, limitations of liability, indemnification, confidentiality, and proprietary rights shall survive termination.

20.     Agreement and Amendments:

www.indieoriginals.com reserves the right to make changes the terms in this Agreement from time to time including changes to referenced policies and guidelines or any other information in any Products, Help, or other web pages may be posted without any other notice to you. YOUR CONTINUED USE OF THE SITE AND THE SERVICES FOLLOWING OUR POSTING OF ANY CHANGES TO THE AGREEMENT ON THE SITE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR THE SITE, DO NOT CONTINUE TO USE THE SERVICES OR THE SITE.

21.     DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY

THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. WE AND OUR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT; (B) THAT THE SERVICES, ORTHE SITE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL SUCH WARRANTIES. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, OUR SOLE LIABILITY, AND YOUR SOLE REMEDY, FOR A SOURCE COPY LOST OR DAMAGED BY US WILL BE THE LESSER OF (X) $100.00; OR (Y) THE REPLACEMENT COST OF THE LOST OR DAMAGED DIGITAL COPY.