Customization and Publication Agreement
You have chosen to produce a Custom Derivative of a Flat World Knowledge Title (a Custom MIYO), and Publish your resulting Custom Make It Your Own (“Custom MIYO”) with Flat World Knowledge.In order for Flat World Knowledge to host and distribute your Custom MIYO, you will need to agree to the terms of this Customization and Publication Agreement (the “Agreement”).
Defined Terms.The words “we” and “us” refer to Flat World Knowledge, Inc., and the phrase “our site” refers to our web site located at www.flatworldknowledge.com and its subsidiary sites.“Title” means an individual work in our catalog, and “Custom MIYO” means a Title that you have modified using our
customization platform.“Publish” means to allow Flat World Knowledge to host your Custom MIYO on our site, allow others to use, download, and/or print the Custom MIYO in any format, and sell hard copies of the Custom MIYO in any format.“Adopt” means to select a Custom MIYO to be distributed by Flat World Knowledge in print and electronic versions to students in your class.“Share” means to list your
Custom MIYO in the Flat World Knowledge Catalog for others to use, download, print, and order print and electronic copies from Flat World Knowledge.
herein by reference.Please also refer to http://www.flatworldknowledge.com/privacy-policyfor our policy with respect to information that we may collect from you when you use our site.
Intellectual Property Rights in the Site.Our site contains various information in the form of data, text, graphics, and other materials from Flat World Knowledge and third parties (the “Content”).You acknowledge that the Content is and shall remain the property of Flat World Knowledge or its licensors.You have the right to use the Title pursuant to an Attribution / Non-Commercial / Share Alike Creative Commons license that allows you to (a) copy, distribute, display, perform and otherwise use the Title for non-commercial purposes, provided that you give credit to the Title in the way we request, and (b) create derivative works based on the Title provided that you may only distribute such derivative works for non-commercial purposes under a license identical to the license that governs that Title (i.e. an Attribution / Non-Commercial / Share Alike Creative Commons license).For more information about Creative Commons, please visit the Creative Commons website at http://creativecommons.org.
License Grant.You hereby grant Flat World Knowledge a perpetual,non-exclusive, worldwide license to copy, distribute, display, sell, promote, perform and otherwise use the Custom MIYO, in whole or in part, including for commercial purposes (the “License Grant”).Since the License Grant is non-exclusive, you are free to publish and license the Custom MIYO elsewhere, so long as you are not violating the Creative Commons license that governs the underlying Title, as described above.You shall retain ownership of all new material that you contributed to the Custom MIYO (the “New Material”), subject to the above License Grant.You are solely responsible for registering the New Material for copyright
protection with the U.S. Copyright Office and for including the appropriate copyright notice on the copyright page of the Custom MIYO, or in some other prominent location.
Publication of the Custom MIYO.
Once you decide to Publish your Custom MIYO with Flat World Knowledge, we will prepare your Custom MIYO to be made available on our site.If you would like us to list your Custom MIYO in the Flat World Knowledge Catalog, you will need to select the “Share” feature that is offered to you after Publication.If you would like to Adopt your Custom MIYO for one of your classes, you will need to select the “Adopt” feature that is offered to you after Publication. You may select the “Adopt and Share” feature if you would like to do both.
Flat World Knowledge may decide not to Publish the Custom MIYO or may decide to discontinue Publication of the Custom MIYO for any reason and for no reason. In the event that we decide not to Publish your Custom MIYO or discontinue Publication of your Custom MIYO, we will generally try to provide reasonable notice to you via email, and provide instructions on how to remedy any issues that may prevent us from Publishing the Custom MIYO.A common reason that Flat World Knowledge does not publish a Custom MIYO is that a customizer does not adhere to our formatting requirements.Be advised that if you repeatedly create Custom MIYOs that do not adhere to our formatting requirements, we may delete your account.
Flat World Knowledge will not edit or modify the Custom MIYO, but please note that some formatting changes may occur as a result of file or design conversions.
How to “Unpublish” a Custom MIYO.If you no longer want Flat World Knowledge to Publish the Custom MIYO, you may send a written request to have the Custom MIYO removed from our site to email@example.comIf we determine, in our sole discretion, to approve your request, we will remove the Custom MIYO from the public areas of our site, and will not print further copies of the Custom MIYO for distribution.Copies of the Custom MIYO that have already been printed will be sold in the ordinary course of business, and you will continue to receive Royalties on such sales, as set forth below.Please note that you will be able to distribute and license the Custom MIYO to others yourself, pursuant to the Creative Commons license described above, but not for commercial purposes.
Formats of Digital Conversions. You shall submit the Custom MIYO through the Flat World Knowledge MIYO platform. Flat World Knowledge shall utilize its proprietary MIYO technology to convert the book into multiple formats, and Publish the Custom MIYO for use in sampling, distributing and selling the Custom MIYO. You are not authorized to independently sell or distribute Flat World Knowledge-generated file conversions outside of the Flat World Knowledge site or Flat World Knowledge distribution network without first receiving written permission from Flat World Knowledge (in other words, you cannot use Flat World Knowledge as a free file conversion service so you can sell the files elsewhere). You acknowledge that if you violate this requirement, you may forfeit any accrued earnings at Flat World Knowledge, and your account may be deleted without notification. As the administrator of your Custom MIYO, you are free to use the Flat World Knowledge site to distribute complimentary copies of the Custom MIYO, including personally emailing complimentary copies of the Custom MIYO to individuals.However, you shall not mass-distribute the Custom MIYO through third party web sites or other retail outlets.You acknowledge that if you violate these requirements, you may forfeit any accrued Royalties at Flat World Knowledge, and your account may be deleted without notification.
Marketing of Custom MIYO.You hereby grant Flat World Knowledge the right to use your name, likeness, photograph, and biographical information in connection with advertising, publicizing, licensing, and promoting the Custom MIYO.
Although Flat World Knowledge is not obligated to promote the Custom MIYO, you acknowledge and agree that Flat World Knowledge shall have the right to distribute samples of the Custom MIYO in any form of media now or hereafter developed, including printed media, in order to promote (a) you and/or the Custom MIYO, and/or (b) the Flat World Knowledge service. These samples will be licensed for free, non-commercial use, duplication and sharing.
You also acknowledge and agree that Flat World Knowledge may drive traffic to the Custom MIYO in any manner we like, including as example: (a) general Search Engine Optimization services; (b) crawlable, promotional hypertext links; or (c) arrangements with third parties which make searchable certain sample portions of the Custom MIYO (“Crawlable or Other Searchable Rights”).
Opt In.You may opt in or opt out of receiving Royalty payments on your Custom MIYO by visiting the “My Account” page on our site.
Royalty Rates and Conditions.
Royalties will not be paid for sales of the Custom MIYO to your affiliated academic institution, including sales as a result of Adoption of your Custom MIYO by your class and sales to other classes at your academic institution through the Share function.Please note that only the first Custom MIYO of a Title is eligible for Royalties. If you add New Material to an existing Custom MIYO, that will not make you eligible for additional Royalties.
For other sales of the Custom MIYO through our site, Flat World Knowledge shall pay you two percent (2%) of the Net Sales from such sales (the “Royalty”).“Net Sales” means the sales price paid and received less any returns or refunds, costs of replacement copies, sales, use, or value added taxes, payment processing fees, affiliate fees, retailer discounts, costs due to erroneous or fraudulent transactions, credit card charge-backs and associated fees.
Flat World Knowledge will pay you Royalties on a semi-annual basis, within ninety (90) days following the close of each semi-annual period ending June 30th and December 31st of each calendar year. We will pay the Royalties by paper check. Paper checks require an accrued Royalty of $100.00 or more. If your aggregate Royalties are less than the threshold, Flat World Knowledge will delay payment until such semi-annual period as the aggregate Royalties due exceeds the threshold. If Flat World Knowledge overpays royalties, such as in cases when fraudulent or unauthorized purchases are charged back to Flat World Knowledge after Royalty payments are made, then Flat World Knowledge will deduct the funds owed from your aggregate accrued Royalties. If the amount owed exceeds your aggregate accrued Royalties, you acknowledge and agree that you will, upon request, remit a payment back to Flat World Knowledge within twenty (20) days of notification to adjust the overpayment.
If you are a US-based customizer, please be sure to provide your SSN or EIN, plus a valid US postal mailing address.The United States Internal Revenue Service (IRS) requires Flat World Knowledge to withhold taxes from payments to authors and customizers in cases where proper tax information is not provided. For US residents and US businesses, Flat World Knowledge requires a SSN or EIN, plus a valid US postal mailing address. If you are a US-based customizer and do not provide valid tax id information, then the IRS requires Flat World Knowledge to withhold 28% of your Royalties. If you are not a US-based customizer, the automatic withholding rate is 30%. Many countries have tax treaties with the United States that entitle residents and businesses located in these countries to receive either partial or full exemption from the 30% tax withholding. To qualify, you should first check if your country has a tax treaty (see the Support Center link below). If a tax treaty is in effect, then you must apply for and obtain an ITIN from the US IRS. Following receipt of the ITIN, you must complete the W8-BEN form (or related form, see IRS instructions), sign it, and return it to Flat World Knowledge at the address below.
Other Terms and Conditions
Obligations of the Customizer.It is your responsibility to obtain all necessary permissions to include material in the Custom MIYO.Remember that this includes not only third party material but also any of your own material that you have published elsewhere.All permissions must allow for publication in all languages and formats throughout the world, in perpetuity.
Representations and Warranties.Without limiting Flat World KnowledgeÕs other rights or remedies at law or equity, you acknowledge and agree that any violation of the following representations and warranties constitutes a material breach of this Agreement and may result in immediate deletion of your account, the forfeiture of accrued Royalties, and/or the discontinuation of the Publication of the Custom MIYO.
You hereby represent and warrant that as of the date you enter into this Agreement, and at all times thereafter:
(a) You have the full right, power, and authority to enter into this Agreement and grant the rights granted herein, and you have not entered into any agreement that would conflict with such grant of rights;
(b) the New Material does not:
contain material that is (i) abusive, defamatory, or obscene, (ii) fraudulent, deceptive, or misleading, or (iii) in violation of copyright, trademark or other intellectual property right of another;
contain hyperlinks to affiliate marketing pages, especially if the Custom MIYO is published for the sole intent of publishing hyperlinked content that directs readers to affiliate marketing pages;
advocate or promote "systems" about how to make money on the Internet by publishing ebooks;
contain SEO keyword spam, either in your text or your metadata tags;
contain advertisements for services, or contain partial books for the purpose of promoting the purchase of the same book elsewhere or on Flat World Knowledge;
contain word-for-word scrapes - or is not a compilation -from Wikipedia or other public domain, government or commercial services;
contain content, either in part or in its entirety, that is sourced from "Private Label" rights, articles, ebooks or information sources which license the same content to other people; and
does not contain or comprise machine-generated language translations (all translated books must be human-translated and edited, not translated by language translation software such as Google Translate).
Indemnification.You agree to indemnify, defend, and hold us and our officers, directors, members, managers, employees, agents, affiliates, suppliers, investors, successors and assigns harmless from and against any and all claims, liabilities, damages, losses and expenses (including without limitation reasonable fees and costs for attorneys and investigations) arising out of, based on, or in connection with (a) breach of your representations and warranties, (b) creation, Publication, Adoption and/or Sharing of your Custom MIYO and your access to or other use of our site. We shall promptly provide each other with prompt written notice of any claim or action which is asserted that would entitle Flat World Knowledge indemnification (a “Proceeding”). You will have the right to employ counsel reasonably acceptable to Flat World Knowledge to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, all at your expense; provided that you will not settle, or consent to any entry of judgment in any Proceeding without obtaining either: (i) an unconditional release of Flat World Knowledge (and our Affiliates and each of their respective officers, directors, employees and agents) from all liability with respect to all claims underlying such Proceeding; or (ii) our prior written consent.
Limitation of Liability.UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR OUR AFFILIATESÕ RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, INVESTORS, AGENTS, SUPPLIERS OR SUCCESSORS BE LIABLE TO ANY PERSON FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOST DATA OR INFORMATION, LOSS OF USE OF OUR SITE, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, COSTS OF SUBSTITUTE SERVICES, OR DOWNTIME COSTS) RELATING TO THE PRODUCTS OFFERED ON OUR SITE OR RESULTING FROM ACCESS TO OR OTHER USE OF OUR SITE OR RELIANCE ON ANY INFORMATION PRESENTED ON OUR SITE, EVEN IF WE ARE INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Some jurisdictions do not allow exclusion of certain warranties or limitations of liability, so the above limitations or exclusions may not apply to you. Our liability in such case will be limited to the greatest extent permitted by law.
Miscellaneous.This Agreement sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.This Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and assigns.A waiver of rights under this Customization and Publication Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. This Agreement may not be amended unless the amendment is in writing and signed by authorized representatives of both parties.This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law rules thereof.Each of the parties hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any such disputes, and hereby irrevocably waives any objections to the laying of venue in such courts.This Agreement may not be assigned by Customizer without the prior written consent of Flat World Knowledge, and any such assignment shall be void.All notices and other communications hereunder will be in writing and will be deemed effective when delivered by hand or by facsimile transmission, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, or by bonded overnight courier, to the parties at the addresses listed above.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision shall be replaced with an enforceable provision that as nearly as possible gives effect to the partiesÕ intent.