Kindle Worlds Publishing AgreementLast revised June 27, 2013
THIS AGREEMENT GIVES US EXTENSIVE RIGHTS IN CONTENT YOU CONTRIBUTE TO KINDLE WORLDS. PLEASE READ IT CAREFULLY.
This Kindle Worlds Publishing Agreement (this “Agreement”) is a binding agreement between the individual or the entity identified in your Kindle Worlds account (“you” or “Account Holder”), and each Amazon party. The "Amazon parties" are, individually, Amazon Content Services LLC, Amazon EU S.à.r.l., Amazon Services International, Inc., and each other Amazon affiliate that joins as a party to this Agreement. An Amazon “affiliate” is any entity that directly or indirectly controls, is controlled by, or is under common control with an Amazon party. “Amazon,” “we” or “us” means, together, the Amazon parties and their affiliates.
This Agreement covers your participation in the Kindle Worlds program (the “Program”). It allows you to choose a World (the “Original World”) and create and submit a work (your “Work”) to the Program using elements from the Original World.
The Agreement consists of:
• the terms set forth below;
• the World Content Guidelines for the Original World;
• the Amazon.com website Conditions of Use at http://www.amazon.com/conditionsofuse; and
• the Amazon.com Privacy Notice at http://www.amazon.com/privacy.
1. Acceptance. You accept this Agreement by clicking accept where you're given the option to do so. If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind that company or legal entity. If you do not have the authority, or do not agree with the terms of this Agreement, you must not confirm acceptance and you may not submit your Work to the Program.
2. Program Eligibility. In order for the Program to function well, it’s crucial that you have the right to enter this Agreement and to grant us all of the rights described in this Agreement. You represent and warrant that you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online without exchange of paper, have the full right, power and authority to enter and comply with your obligations under this Agreement and are not a national or legal permanent resident in countries for which the United States maintains comprehensive economic embargoes.
3. Rights We Grant to You.
(a) Rights in Original World. The owner of the intellectual property related to the Original World (the “World Licensor”), has granted us the right to allow you to participate in Kindle Worlds for the Original World. Accordingly, we grant you the limited, nonexclusive, nontransferable, revocable right to create your Work using elements from the Original World owned or controlled by the World Licensor, such as characters, scenes and events (collectively the “Original World Elements”), in accordance with the World Content Guidelines. You may not use the Original World Elements, the New Elements (as defined in Section 4(b)) or the Other Author Elements (as defined in Section 3(b)) outside of the Program for the Original World.
(b) Rights in New Elements Created by Other Kindle Worlds Authors. We want authors to be able to build on stories published in Kindle Worlds, so we also grant you the limited, nonexclusive, nontransferable, revocable right to create your Work using the original copyrightable elements, such as the original characters, scenes, and events, from other works that are available to customers through the Program relating to the Original World (collectively the “Other Author Elements”). We can only license you rights to the Other Author Elements to the extent they have been granted to us, so the right to use the Other Author Elements is provided to you "as is" without any representations or warranties.
4. Rights You Grant to Us; No Reversion. Due to our licensing arrangement with the World Licensor and the collaborative nature of Kindle Worlds, you are granting us broad licenses in your Work and the new elements included in your Work, and the rights to your Work will not be reverted once it is published in the Program. Please see below for the details of these important Program terms.
(a) Exclusive License to your Work. Effective as of the date we first make your Work available through the Program, you grant us the exclusive, irrevocable license for the full term of copyright protection available (including renewals), to develop, license, reproduce, print, publish, distribute, translate, display, publicly perform and transmit your Work, in whole and in part, in each country in the world, in all languages and formats, and by all means now known or later developed, and the right to prepare derivative works of your Work.
(b) Exclusive License to all New Elements in Your Work. Effective as of the date we first make your Work available through the Program, you grant us the exclusive, irrevocable license for the full term of copyright protection available (including renewals), to all rights you have in the original copyrightable elements included in your Work, such as the original characters, scenes and events, and any rights you may have to any related trademarks (collectively, the “New Elements”). You agree that the New Elements are available for unrestricted use by us without any additional compensation, notification or attribution, including that we may allow other Kindle Worlds authors, the World Licensor and other third parties to use the New Elements. The licenses that you grant us in Section 4(a) and this Section 4(b) are exclusive. This means that you may not, and may not authorize any other party to, develop, license, reproduce, print, publish, distribute, translate, display, publicly perform, prepare derivative works of, or transmit your Work, in whole or in part, or any work containing any of the New Elements, except with our prior consent. If your work is currently available on other sites, including your blog or website, even if free, you must remove it from those sites before you submit it to Kindle Worlds.
(c) Right of Publicity. You grant us the right to use your name, biographical information, photograph, and likeness worldwide for any purpose in connection with your Work and participation in Kindle Worlds.
(d) Exercise of Rights; Sublicenses and Transfers. We may exercise any of the rights you grant us under this Agreement or discharge any of our obligations under this Agreement through one or more of our affiliates or independent contractors. We may sublicense or transfer any of the rights you grant us under this Agreement, including the right to prepare derivative works, to any of our affiliates or to any third party and may permit any sublicensee to sublicense the rights we grant to it.
(e) No Reversion. Once we first make your Work available through the Program it will not be eligible for reversion.
5. Royalties; Payments; Pricing.
(a) Royalties. As full consideration of the rights you grant us under this Agreement, we will pay you the applicable royalty in the below Royalty Table for each copy of your Work that we sell or license directly to a customer. Sales and licenses by third party sublicensees are covered under “Third Party Sublicensed Rights” in the Royalty Table. We are responsible for paying any applicable royalties to the World Licensor. You are solely responsible for accounting and paying any co-owners or co-administrators of your Work any royalties with respect to the uses of the content and their respective shares, if any, of any amount payable under this Agreement.
“Net Revenue” means the gross amounts we or our affiliate actually receive from the sale or license of copies of the applicable format or edition of your Work, less customer returns, half of the Delivery Costs set forth on Schedule 1, and returns of unsold stock, and excluding taxes and shipping costs. Net Revenue for your Work from participation in a subscription or other blended fee program will be determined in accordance with the standard revenue allocation methods for that program.
E-Book with 10,000 or more words: 35% of Net Revenue E-Book with fewer than 10,000 words: 20% of Net Revenue Paperback: 8% of Net Revenue Hardcover: 10% of Net Revenue Audio: 10% of Net Revenue Translations in E-Book format: 25% of Net Revenue Third Party Sublicensed Rights: 35% of Net Revenue after deducting applicable foreign agent commissions and related fees
(b) Royalty Free Uses. We will not pay you a royalty on any copies that we destroy, or on promotional copies or promotional excerpts of your Work that we distribute at or below the cost of manufacture, freight and distribution. We may license your Work without charge and without royalty in a method designed for people with physical disabilities.
(c) When We Pay You. Royalties will be due approximately 60 days following the end of the calendar month during which the sales were made. Royalties associated with third party sublicensed rights will be due approximately 60 days following the end of the calendar month during which we receive payment. Royalty statements will be made available to you through Amazon Author Central (available at: https://authorcentral.amazon.com).
(d) Payment Policies. We may require you to provide certain information or to register a valid bank account in your Kindle Worlds account in order to receive payments, and we will not 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.
(e) Payment Disputes. You must bring any legal claims related to a royalty statement within six months after the date the statement is available. Any proceeding will be limited to a determination of the amount of royalties, if any, payable by us to you for the royalty statements in question, and your sole remedy will be the recovery of that amount with no interest.
(f) Offset Rights. We can withhold royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset royalties or exercise other remedies.
1. If we pay you a royalty on a sale and later issue a refund, return, or credit for that sale, we may offset the amount of the royalty previously paid for the sale against future royalties, or require you to repay that amount to us.
2. If a third party asserts that you did not have all rights required to make your Work available through the Program, we may hold all royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached this Agreement (including the World Content Guidelines), we will not owe you royalties for your Work and we may offset any of those royalties that were previously paid against future royalties, or require you to repay them to us.
(g) Pricing. We will set the price(s) at which your Work is sold. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service, and will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program.
(h) Taxes. We are responsible for collecting and remitting any and all taxes imposed on our respective sales or licenses of your Work to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by an Amazon party under this Agreement. Accordingly, unless otherwise stated, the amounts due to you under this Agreement are inclusive of any taxes that may apply to such payments. We maintain the right, however, to deduct or withhold any and all applicable taxes from amounts due to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you. You will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
6. Waiver of Claims; Waiver of Moral Rights. In order to prevent legal claims that could be disruptive to Kindle Worlds participants or impede the ability of you and other Kindle Worlds authors to participate in the Program, you irrevocably waive any legal claim you may have under any theory of law in any territory that your rights were infringed due to any use of your Work or the New Elements by us, the World Licensor, and other Kindle Worlds authors and our and their affiliates, licensees, sublicensees, distributors, producers, and assignees of any rights hereunder (the “Licensed Parties”), including copyright infringement or breach of implied in fact contract (idea submission). This waiver does not apply to royalty payments we may owe you under Section 5(a). You also irrevocably waive any moral rights in your Work and any New Elements and agree not to assert any moral rights in your Work or any New Elements against any of the Licensed Parties. If, under any applicable law, this waiver of moral rights is not effective, you acknowledge that your Work and the New Elements are subject to the licenses you grant in Section 4 without any credit obligation, that you intend for your Work and the New Elements to be used in this way, and that this form of use will not be contrary to your moral rights.
7. World Content Guidelines; Delivery and Acceptance of Your Work.
(a) World Content Guidelines. The World Licensor has provided World Content Guidelines for your participation in the Original World. Your Work must comply with these guidelines. If your Work is not in compliance with the World Content Guidelines, we may remove it from availability. These World Content Guidelines may be updated from time-to-time.
(b) Delivery. To submit your Work in the Program, upload your Work through the system provided in the Program at www.kindleworlds.com. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program.
(c) Acceptance of Your Work. We determine the content we accept and distribute through the Program. If we request additional information relating to your Work, such as information confirming that you have all rights required to permit our distribution of your Work, you will promptly and accurately provide the information requested. We reserve the right to cease publication or remove the availability of your Work at any time for any or no reason.
(d) Reformatting. We may reformat and make changes to your Work based on copyediting your Work for punctuation, spelling and usage.
8. World Licensor is a Third Party Beneficiary. You acknowledge that the World Licensor is an intended third-party beneficiary of Sections 2, 4, 6 and 12 of this Agreement and has the right to enforce those sections of this Agreement against you.
9. Account Information; Account Suspension.
(a) Account Information; No Multiple Accounts. You must have an active Program account in order to participate in the Program. You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You also consent to our sending you emails related to the Program and other publishing opportunities. This consent regarding contacting you by email takes precedence over any contrary directions you may have given us, including through an Amazon website.
(b) Account Security. You are 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. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Amazon of any unauthorized use of your username, password or account.
(c) Account Suspension. We may suspend your account or your participation in Kindle Worlds at any time. You acknowledge that if we do so, you may be prevented from accessing communications and content on Kindle Worlds. If we suspend your account, you must stop using all Kindle Worlds accounts and you will not create any new accounts.
10. Marketing and Promotion. We will determine all marketing and promotions related to the sale and distribution of your Work through the Program. You are permitted to include up to 20% of your Work for free on your website or blog to promote yourself as an author in Kindle Worlds, but not to promote us or the World Licensor. To prevent any confusion, you may not represent or promote yourself as a writer for or otherwise being affiliated in any way with us, the Original World, the World Licensor, or any of our or their affiliates.
11. Amendments to this Agreement. Kindle Worlds will grow and evolve over time. We reserve the right to amend this Agreement at any time, but we will not decrease the royalty rates set forth on the Royalty Table in Section 5(a) for your Work after it is submitted. We will give you notice of changes by posting new terms in place of the old. Unless we otherwise note at the time of posting, changes to this Agreement will be effective immediately upon posting.
12. Representations and Warranties; Indemnity.
(a) Representation and Warranties. Excluding the material we license to you from the World Licensor and from other Kindle Worlds authors, you represent and warrant to us, our affiliates and licensees, that:
1. you are the sole owner of all rights in your Work;
2. you will comply with the terms of this Agreement, including the World Content Guidelines; and
3. no material in your Work (i) is libelous, (ii) violates any right of privacy or publicity, moral rights, authors’ rights or other rights of any third party, including contractual rights, copyrights, trademarks, common law rights, moral rights or rights of publicity or privacy, (iii) violates any law or regulation, or (iv) with respect to statements in your Work presented as factual, is inaccurate.
(b) Indemnity. To the fullest extent permitted by applicable law, you will indemnify and hold Amazon, its officers, directors, employees, affiliates, subcontractors, licensees, distributors 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 may defend any claim with counsel of our selection and settle any claim in our sole discretion. In the event of a claim, we may withhold sums due to you to offset our potential liability resulting from a claim.
13. Copyright; Third Party Infringement. We may, but are not required to, register the copyright in your Work with any governmental organization on your behalf. We may take any legal action that we deem advisable to restrain or seek damages for any actual or threatened infringement of copyright, including authors’ rights, in your Work. If necessary, we may make you a co-plaintiff in any litigation we commence and, if made a co-plaintiff, you will cooperate fully (at our expense).
14. Ownership and Control of Amazon Properties; Feedback. Subject to the exclusive rights and authorizations you grant to us under this Agreement, as between us and you, you retain the copyright to your Work. The World Licensor owns or controls its materials and we own or control rights in and to the Program, the Amazon properties, and any other materials we use or provide to you for use relating to your Work (such as any cover images we provide for you to use in connection with your Work). If you elect to provide suggestions, ideas, or other feedback to Amazon or any of its affiliates in connection with the Amazon properties or Kindle Worlds (“Feedback”), Amazon and its affiliates will be free to use and exploit that Feedback in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission. We may modify or discontinue Kindle Worlds or any service we provide at any time in our sole discretion.
15. No Obligation to Make Available or Sell. You acknowledge that we have no obligation to market, distribute, or offer for sale your Work, or to continuing marketing, distributing or selling your Work after we have started doing so. We may remove your Work from the Program and cease further exploitation at any time in our sole discretion without notice to you.
16. Limitation of Liability. THE PROGRAM IS 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 FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES DUE AND PAYABLE BY AMAZON UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM AND (II) FIFTY DOLLARS ($50.00). WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT AMAZON CANNOT ENSURE THAT DIGITAL EDITIONS OF YOUR WORK WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES AMAZON MAY MAKE APPLICABLE IN CONNECTION WITH USE OF DIGITAL EDITIONS OF YOUR WORK, AND AMAZON 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. KINDLE WORLDS 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.
17. Execution of Further Agreements and Documents. Protection of rights sometimes requires formal filings of paper documents and it may be helpful for us to have physical signed versions of this Agreement or other documents. You agree to sign and deliver to us any further documents that we may reasonably request to confirm your grant of rights to us (and any further grant to the World Licensor or other third party) under this Agreement, following all instructions we provide for signature and return (“Additional Documents”). If you do not complete and return any such Additional Documents within 30 days after we request them, you agree that we can sign the Additional Documents on your behalf and, to make your agreement legally enforceable, you hereby irrevocably appoint us as your attorney-in-fact with full power to execute, acknowledge and deliver the Additional Documents as required to confirm our rights. In legal terms, your appointment is a power coupled with an interest.
18. Disputes. Any dispute or claim relating in any way to this Agreement or Kindle Worlds will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The United States Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051, USA. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879 (in the United States). Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Amazon will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the United States county where you live or at another mutually agreed location. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies. You may bring any such suit for injunctive remedies only in the courts of the State of Washington, USA.
19. Applicable Law. The United States Federal Arbitration Act, applicable United States federal law, and the laws of the State of Washington, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Amazon relating to this Agreement or the Program.
20. No Rescission or Injunctive Relief. All rights granted to Amazon under this Agreement are irrevocably vested. No breach by Amazon of this Agreement will entitle you to equitable relief, whether injunctive or otherwise, against or with respect to your Work or any other works produced pursuant to the rights granted under this Agreement or their exploitation. If the rights granted to Amazon under this Agreement should revert to you under any copyright law or similar law, and if you are at any time thereafter prepared to enter an agreement with a third party for the license, exercise or other disposition of all or any of those rights, you will, before entering into the agreement, give Amazon notice of the proposed terms (and all modifications of the terms) and the party involved. In each case, Amazon will then have 10 business days in which to elect to acquire the rights involved on the terms you offered to that third party.
21. General Provisions.
(a) 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 except as set forth in Section 8, does not confer upon any other person other than the parties any rights or remedies. If any provision of this Agreement is held invalid by a court or other tribunal 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. The failure of either party to enforce any provision of this Agreement does not waive the party's rights to subsequently enforce the provision.
(b) The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Each party will bear its own costs and expenses in performing this Agreement. Any Amazon affiliate may join as a party to this Agreement and will notify you if it does. The joining Amazon affiliate will be entitled to exercise the rights you grant under this Agreement. Each Amazon party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Amazon parties.
(c) Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) Amazon may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give Amazon written notice of the assignment no later than ten business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
(d) Any notice given by a party under this Agreement must be in writing and delivered (i) if by an Amazon party, via email, via a posting on the Program website or via a message through your Program account, or (ii) if by you to Amazon Content Services LLC, via email to firstname.lastname@example.org with a copy to email@example.com, and if by you to Amazon EU S.à.r.l., via email to firstname.lastname@example.org with a copy to email@example.com. Notices will be effective and deemed received on the date transmitted or posted.
22. Feedback on Agreement. We welcome feedback on this Agreement at www.kindleworlds.com.
Delivery CostsDelivery Costs are equal to the number of megabytes we determine your digital book file contains, multiplied by the delivery cost rate listed below.
Amazon.com: US $0.15/MB
India on Amazon.com: INR ₹7/MB
Amazon CA: CAD $0.15/MB
Brazil: BRL R$.30/MB
Amazon.co.uk: UK £0.10/MB
We will round file sizes up to the nearest kilobyte. The minimum Delivery Cost for a Digital Book will be US$0.01 for sales in US Dollars, INR₹1 for sales in Indian Rupees, CAD$0.01 for sales in CAD Dollars, £0.01 for sales in GB Pounds, ¥1 in JPY, R$0.01 for sales in Brazilian Reais, and €0.01 for sales in Euros, regardless of file size.