Publication Agreement

 

This is a Publication Agreement (the "Agreement") between the author, owner, publisher, or other rights holder ("RIGHTS HOLDER") and Author's Republic ("Author's REPUBLIC") with its principal offices at 122-2225 Kenmore Avenue, Buffalo, NY 14207 for the publication, distribution, and sale of the Audiobook.

 

Section 1. grant of rights

1.1   Definitions

As used in this agreement, the following terms shall have the following respective meanings:

(A) "Audiobook" shall mean the sound recording submitted to AuthorsRepublic.com in any and all digital audio formats (whether download, streaming, whether existing, yet to be invented, or hereafter created).

(B) "Rights Holder" shall refer to the person or entity that owns or controls the rights to an Audiobook submitted for distribution on AuthorsRepublic.com. For purposes of this Agreement, a "RIGHTS HOLDER" can be a Publisher, Agent, Author, or Author's Estate.

(C) "Net Income" means Author's REPUBLIC"S gross income from sales of the Audiobook, less (if applicable) actual returns, sales taxes, shipping and reasonable handling charges which may have been included in the sale price, but without deductions of any other kind.

 

 

1.2 Distribution & Resale

(A) The RIGHTS HOLDER hereby grants to Author's REPUBLIC the exclusive, worldwide license to use, reproduce, distribute, and sell the Audiobook. The RIGHTS HOLDER may not independently enter agreements with a retailer or distributor for sale of the Audiobook.

EXCEPTIONS
i.  The RIGHTS HOLDER may promote and sell the Audiobook independently through channels wholly owned and operated by the RIGHTS HOLDER, in which case no Royalties are payable to the RIGHTS HOLDER.

ii. After submitting notification to Author's REPUBLIC during the submission process, Author's REPUBLIC may grant RIGHTS HOLDER the right to distribute the audiobook independently through vendors in connection with Audible including Audible, Amazon, and iTunes, though their non-exclusive option.

iii.) The RIGHTS HOLDER may promote and sell the Audiobook in physical CD format independently through physical CD distribution channels, or independently, where Author's REPUBLIC will have no involvement.

iv.) The RIGHTS HOLDER may promote and sell the Audiobook on "shopping cart sites": including CDBaby, eJunkie, payhip, and gumroad independently, where Author's REPUBLIC will have no involvement. 

(B) Author's REPUBLIC agrees to distribute the Audiobook to retailers or other distributors on a non-exclusive basis only, and will not enter into any exclusive distribution deals with any single or group of distributors.

(C) Author's REPUBLIC retains the exclusive right to make the Audiobook in any digital audio format (whether download, streaming, or otherwise) available for sale, distribution, and licensing in any commercially available digitized format or on any electronic device platform whether now existing or hereafter created or developed.

(D) Author's REPUBLIC retains the right to establish the wholesale or discounted price to all purchasers, including, but not limited to distributors, bookstores, schools, libraries, and quantity purchasers.

 

1.3 Promotion and Promotional Materials

(A) If requested, the RIGHTS HOLDER will provide Author's REPUBLIC with an author publicity biography to promote the Audiobook. Author's REPUBLIC reserves the right to edit or rewrite biographies as necessary for length or content.

(B) The RIGHTS HOLDER will provide Author's REPUBLIC with any artwork and/or photographs used in the production of the Audiobook for which he owns the rights.

(C) Author's REPUBLIC may, but is not obligated to, generate promotional material for the Audiobook and use it to market the Audiobook without the RIGHTS HOLDER"S prior approval, including using subparts or derivatives of the Audiobook. The RIGHTS HOLDER grants Author's REPUBLIC the right to add or exhibit Author's REPUBLIC"S logos or verbiage on any applicable submitted materials.

(D) The RIGHTS HOLDER grants to Author's REPUBLIC the right to use, display, promote, market, and make excerpts from the Audiobook or from information regarding the Audiobook, in digital, audio, or print format. Electronic excerpts may be viewable on the Author's REPUBLIC website, or partner websites that have entered into agreements with Author's REPUBLIC, in order to facilitate promotion, marketing, distribution, and sales of the Audiobook. This grant includes Author's REPUBLIC"S vendors and affiliates. 

(E) Author's REPUBLIC will have a non-exclusive right to use the RIGHTS HOLDER"S name, likeness and biographical material for the purposes of publishing and promoting the Audiobook.

 

1.4 Other Rights

All rights not expressly granted to Author's REPUBLIC are reserved to the RIGHTS HOLDER.

 

Section 2. FORM & DELIVERY OF THE AUDIOBOOK

2.1 Delivery of Audiobook

(A) Online submissions are submitted at Author's REPUBLIC"S website in an automated manner. The RIGHTS HOLDER must upload all information requested during the online submission process, a copy of the Audiobook in audio coding format for digital audio, or in electronic format listed as acceptable on Author's REPUBLIC"S website, and all required graphics in an electronic format listed as acceptable on the Author's REPUBLIC website.

 

2.2 Acceptance

(A) If the complete submission of the Audiobook delivered by the RIGHTS HOLDER is not acceptable to Author's REPUBLIC, Author's REPUBLIC shall inform RIGHTS HOLDER as to why the Audiobook is not acceptable, and may at its discretion give the RIGHTS HOLDER a written request for changes and revisions.

(B) Author's REPUBLIC reserves the right to (1) make technical changes to the audio or other data file(s) required for distribution of the Audiobook, including, but not limited to, resolution, sound quality, font formatting, layout, and metadata; (2) add intro and ending audio.

(C) Copyright in the Audiobook will be credited to the RIGHTS HOLDER or the party the RIGHTS HOLDER cites as the copyright holder. Author's REPUBLIC agrees to include a copyright notice in accordance with the RIGHTS HOLDER"S instructions in each copy of the Audiobook.

(D) Author's REPUBLIC will distribute the Audiobook under the Author's REPUBLIC imprint, or such other mark or imprint for which it holds the rights, at its sole discretion.

(E) Author's REPUBLIC will secure a unique ISBN for the Audiobook, if required.

 

Section 3. ROYALTIES

3.1 Royalties

(A) The RIGHTS HOLDER shall propose a Suggested Retail Price (MSRP) for the sales of the Audiobook in digital format. Author's REPUBLIC will try to match the proposed SRP when establishing the selling price of the Audiobook, but reserves the right to set prices at its sole discretion.

(B) Author's REPUBLIC shall make the Audiobook available through distribution channels (including, without limitation, online or electronic distribution channels such as wholesalers, bookstores, and e-retailers). Author's REPUBLIC does not warrant that any specific distribution channel will hold the Audiobook for sale. Author's REPUBLIC does not warrant that Author's REPUBLIC will utilize, or continue to utilize, any particular distribution channel, retailer, or end retailer, or website.

(C) In connection with sales of the Audiobook in any and all versions and formats, Author's REPUBLIC shall credit the RIGHTS HOLDER with a royalty equal to the percentages detailed in Exhibit A.

 

(D) Author's REPUBLIC may, in its sole discretion, disqualify any RIGHTS HOLDER found to be: (a) in violation of this Agreement, or (b) engaging in fraudulent activity with respect to this program or any other offer made available by Author's REPUBLIC. Purchases of an audiobook through automated methods will not qualify for a bonus payment and may result in Author's REPUBLIC account termination.

 

3.2 Payment

(A) Royalty payments will be paid via PayPal to the PayPal account specified by the RIGHTS HOLDER in their client account on the Author's REPUBLIC website. The ACH payment option is also available to US-based RIGHTS HOLDERS with 10 or more titles.

 (B) It is the RIGHTS HOLDER'S responsibility to inform Author's REPUBLIC of any change in his payment information. Author's REPUBLIC is authorized to hold, without penalty, payment of royalties until valid payment destination information is received.

(C) Author's REPUBLIC will prepare royalty statements with respect to the Audiobook on a monthly basis, and will forward such statements to the RIGHTS HOLDER not more than 30 (thirty) days after the end of each calendar month. If royalties earned for the quarter are $10.00 or greater, they will be paid contemporaneously with issuance of the royalty statement. If royalties earned for the quarter are less than $10.00, Author's REPUBLIC may hold payment.

(D) Author's REPUBLIC will remit the RIGHTS HOLDER"S compensation to the RIGHTS HOLDER without deducting or withholding any amount on account of income taxes, withholding taxes or other amounts unless Author's REPUBLIC is required to do so under applicable tax legislation.

SECTION 4. TERM

4.1 Length

(A) This Agreement will come into force on its effective date, being the date of agreement shown on the signature page hereof, and will continue in force for a period of seven (7) years thereafter, unless terminated or extended in accordance with this Agreement (the "Term"), in the manner provided in Section 4.2 "Termination."

(B) This Agreement will be automatically renewed automatically for additional 7 (seven) year terms without need for further action unless, not less than sixty (60) days prior to the end of the term, the RIGHTS HOLDER provides Author's REPUBLIC with written notice of termination.

 

4.2 Termination

(A) Author's REPUBLIC may, in its sole discretion and at any time, withdraw the Audiobook from distribution for any reason whatsoever. Author's REPUBLIC will give written notice to the RIGHTS HOLDER of the withdrawal from the distribution and the reasons for such withdrawal.

(B) The RIGHTS HOLDER shall be entitled to terminate this Agreement effective six (6) months after Author's REPUBLIC'S receipt of a written termination notice.  

(C) On termination, Author's REPUBLIC shall endeavor to remove the Audiobook from continued distribution; however this may not be possible immediately in all cases, and for Audible, Amazon and iTunes, no shortening of the distribution term is possible. On termination, Author's REPUBLIC will attempt to transfer distribution rights for Audible, Amazon and iTunes back to the RIGHTS HOLDER.

 

4.3 Reversion of Rights to Rights Holder

(A) Upon termination of this Agreement, all distribution rights in the Audiobook granted to Author's REPUBLIC in this Agreement, except the rights to dispose of existing stock, will revert back to the RIGHTS HOLDER, provided that for as long as any license or contract previously granted to a third party as authorized by this Agreement remains in effect pursuant to Section 4.2(C), then Author's REPUBLIC will continue after the termination to have the right to its share of the proceeds from any such licenses or contracts.

(B) Should Author's REPUBLIC fail to distribute through a specific distributor within six (6) months of receipt of the RIGHTS HOLDER"S written request to do so, the non-exclusive right to distribute to that distributor will revert back to the RIGHTS HOLDER.

 

4.4 Survival of Certain Provisions

Upon the expiration or termination of this Agreement, any rights reverting to the RIGHTS HOLDER shall be subject to all licenses and other grants of rights made by Author's REPUBLIC to third parties pursuant to this Agreement. Any and all rights of Author's REPUBLIC under such licenses and grants of rights, and all warranties, representations, and indemnities of the RIGHTS HOLDER, shall survive the expiration or termination of this Agreement.

SECTION 5. Warranties, Indemnities, & liabilities

5.1 Responsibilities of the Rights Holder

The RIGHTS HOLDER represents and warrants that:

(A) The RIGHTS HOLDER is the rightful owner of the copyright of the Audiobook at the time of entering this Agreement; the RIGHTS HOLDER either is the sole owner of the copyright in any associated cover or interior graphics supplied by the RIGHTS HOLDER for the Audiobook or has secured written permission (which the RIGHTS HOLDER will furnish to Author's REPUBLIC together with any required third party credits) to use the same in the Audiobook; and the RIGHTS HOLDER has full power, authority and right to enter into this Agreement and to grant the rights herein granted;

(B) This Agreement does not conflict with any arrangements, understandings, or agreements between the RIGHTS HOLDER and any other person or entity;

(C) The Audiobook and all rights therein are free of liens, claims, interests or rights in others of any kind;

(D) The Audiobook as submitted and its distribution by Author's REPUBLIC do not and will not violate or infringe upon any personal or proprietary rights, including, without limitation, copyrights, trademark rights, trade secret rights, contract rights, privacy rights, or publicity rights of any other persons;

(E) The Audiobook is not defamatory or obscene, or in any other way illegal; and any recipes, formulae, instructions, or recommendations contained in the Audiobook are not and will not be injurious to any reader, user, or any third person;

(F) There are no pending or anticipated claims or litigation pertaining to the Audiobook which may affect the granted rights;

(G) The RIGHTS HOLDER has not done and will not do anything, whether by act, omission, agreement or any other means, to impair the granted rights or to interfere with the full enjoyment by Author's REPUBLIC of the granted rights; and

(H) All information submitted by RIGHTS HOLDER via the Author's REPUBLIC website is accurate.

 

5.2 Copyright Infringement

If Author's REPUBLIC or the RIGHTS HOLDER becomes aware that a third party is infringing or has infringed the rights of the RIGHTS HOLDER or Author's REPUBLIC in the Audiobook, neither party is obligated to initiate legal proceedings, but must ensure that the other is informed of the alleged infringement. One or both of the parties may choose to initiate legal proceedings, in which case if the parties proceed jointly, they will share the costs and benefits in accordance with an agreed upon formula, and if only one party proceeds, the party that does not proceed will provide all reasonable assistance, at the expense of the party that does proceed.

 

5.3 Confidential Information

Neither party will, without the prior written consent of the other, use or permit any other person to use, nor copy, nor disclose, nor make available to any person any documents, records or materials, and any copies thereof (collectively the "Records") containing any secret or confidential information owned or licensed by the other party or to which the other party has lawful (hereinafter "Confidential Information") for any purpose other than as legitimately required by either party to enforce this Agreement. Either party will advise the other of any unauthorized copying, disclosure or use of any Confidential Information or Records of which he becomes aware.

 

5.4 Mutual Indemnification

Each party will indemnify, defend and hold harmless the other party and its shareholders, officers, directors, affiliates, agents and representatives against any third party actions, suits, claims, demands, proceedings, losses, damages, judgments, reasonable legal fees and costs and any other liabilities and expenses that the other party may incur (collectively, "Claims") in consequence of a breach of any of the warranties, representations and other promises of the indemnifying party contained in this Agreement. Both parties will give prompt notice of any Claims, and no compromise or settlement of any Claim will be made or entered into without the prior written approval of the other party. If a Claim is filed, Author's REPUBLIC will have the right to suspend payments otherwise due to the RIGHTS HOLDER under the terms of this Agreement as security for the RIGHTS HOLDER"S obligations under this section.

 

5.5 Relationship

Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the RIGHTS HOLDER and Author's REPUBLIC. The RIGHTS HOLDER shall at all times be an independent contractor (and not an employee or agent of Author's REPUBLIC).

SECTION 6. Governing Law and Jurisdiction

6.1 Governing Law & Jurisdiction

Regardless of the place of its execution or performance, this Agreement will be construed and governed in accordance with the laws of the State of New York and the federal laws of the United States applicable therein, without reference to conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the superior courts located in the State of New York in any proceeding in connection with this Agreement.

 

6.2 Legal Disputes

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of New York or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

SECTION 7. General Provisions

7.1 Entire Agreement

This Agreement expresses the entire understanding and agreement of the parties hereto and replaces any and all prior agreements or understandings, whether written or oral, in any way relating to the subject matter of this Agreement.  This Agreement cannot be modified, waived or discharged except by written instrument or instruments executed by each of the parties hereto.

 

7.2 Modification & Waiver

This Agreement may not be modified or altered except by a written instrument (a rider, an amendment, a letter agreement, or some other written document) signed by the party to the contract who bears the burden of the new or modified clause. No waiver of any term or condition of this Agreement, or of any breach of this Agreement or any portion thereof, shall be deemed a waiver of any other term, condition, or breach of this Agreement or any portion thereof.

 

7.3 Assignment

This Agreement and the benefits arising therefrom may be assigned or licensed by Author's REPUBLIC and the RIGHTS HOLDER to any other party, subject to all other terms and conditions set out herein, without the consent of the other party; provided however, that each party will remain liable to the other for the performance of its respective obligations hereunder unless and until such obligations have been performed in full or waived by the party to which such obligations are owed. This Agreement will bind and benefit the parties hereto and, as applicable, their respective heirs, executors, administrators, agents, representatives, successors, licensees and assigns.

 

7.4 Force Majeure

Author's REPUBLIC"S obligations under this Agreement shall be extended by a period equal to any period of force majeure (circumstance beyond the control of Author's REPUBLIC) that prevents Author's REPUBLIC from performing such obligations.

 

7.5 Notices

All notices must be given in writing and sent to the RIGHTS HOLDER'S contact information provided in their account on the Author's REPUBLIC website, and by certified mail to Author's REPUBLIC'S address displayed at Author's REPUBLIC'S website on the date of the notice. Notwithstanding the foregoing, e-mail notices may be used for matters involving proofing and distribution of the Audiobook.

                                                                       

EXHIBIT A: distribution channels & royalty rates

 

CHANNEL

ROYALTY RATE

 

Audiobooks.com

Audible

Amazon (digital)

iTunes

Nook Audiobooks (Barnes & Noble)

Downpour

eMusic

Findaway

Hoopla

Overdrive

Bibliotheca + 3M

Reado.com

Playster

Baker & Taylor

Libro.FM

TuneIn

StoryTel

Mofibo

AudiobooksNow

Scribd

Follett

Hummingbird Media

The Audiobook Store

 

70%

Of Author's Republic’s net income from the sale of your book

 

Updated December 15, 2016

 

The specific retailers or distributors in each group may change without prior notification to the RIGHTS HOLDER. Please check the AUTHOR’S REPUBLIC website for current distributors.