Terms and conditions
Terms and conditions of use
This agreement (referred to as the "Agreement") is between the person or entity identified in your account (referred to as "you") and Spiritus Tremens (referred to as "we"). This Agreement sets out the terms and conditions of your participation in the program to assist in the distribution of your paper and electronic book (referred to as the "Program") that we will conduct on your behalf on the Amazon, Apple, Google and Kobo sites (referred to as "Partners"). Any non-English language versions of this Agreement are provided for convenience only and the English language version will prevail in the event of any inconsistency. Given the importance of this Agreement, we recommend that you review it carefully. Please do not hesitate to send us your comments on this Agreement in writing. You therefore agree that Spiritus Tremens may sell your books on the platforms of our Partners.
Acceptance of the Contract.
You accept this Agreement and agree to be bound by its terms and conditions either (a) by clicking on the accept button when you have the opportunity to do so, or (b) by registering on the Spiritus Tremens website or by using the Program. If you do not accept the terms of this Agreement, you are not authorized to use the Program.
Changes to this Agreement
The Program will be modified over time and the terms and conditions of this Agreement will need to be modified as well. We reserve the right to change the terms of this Agreement at any time at our sole discretion. We will notify you of any changes by posting the new terms and conditions in place of the old ones with the revision date at the top of the page or by sending you an email to the email address then registered in your Program account. These changes will be effective and applicable to you immediately.
Term and Termination
This Agreement takes effect on the date you agree to its terms and conditions and will remain in effect until terminated by you or us. We reserve the right to terminate this Agreement and your access to your Program account at any time. We will notify you of such termination within 5 business days. You may terminate this Agreement at any time by giving us notice of termination, in which case we will stop selling your Digital Books and print-on-demand of your Printed Books within 5 business days of the date of your notice of termination. A fee of $100 per Book sold will apply if you terminate the Agreement.
You must have an active Program account in order to participate in the Program.
You must ensure that all information you provide when creating your Program account, such as your name, mailing address and email address, is accurate at the time you provide it, and. You are responsible for keeping it up to date as long as you use the Program. You may only keep one account at a time. If we terminate your account, you may not create a new account. You agree not to use a false identity or impersonate any third party or to use a username or password fraudulently. You expressly authorize us to undertake, directly or through third parties, such investigations as we deem appropriate for the purpose of verifying the account information you provide. You also agree that we may from time to time send you emails and other publications from time to time regarding the Program.
You are solely responsible for protecting and maintaining the confidentiality of your account username and password and all activities that occur under your account, whether or not authorized by you. You are prohibited from allowing third parties to use the Program through your account, as well as from using the account of third parties. You agree to immediately notify Spiritus Tremens of any fraudulent use of your username, password or account.
Distribution rights of the Books
You must electronically provide us with each Book you wish to distribute through the Program. We do not return any electronic files or content or physical media that you provide in connection with the Program. You agree to provide us with electronic files that are free of any viruses, worms or other types of code that may be harmful or disruptive.
You agree to provide us only with Books whose content complies with the Program Rules in effect at the time you submit them to us. If you find that any content you have submitted does not comply, you must ask us to remove it from publication immediately. We reserve the right to remove or edit the metadata and product descriptions you provide for your Books for any reason, including if we believe that their content does not comply with our Content Rules. We also reserve the right to remove all or part of the illustrations used for the covers of Books, including if we believe that they do not comply with our content policy. You may not include advertisements or other forms of content in your Books that are primarily intended to promote goods or services. You must ensure that all metadata you provide is valid, complete and accurate. If you become aware that the metadata for a Book that you have provided to us is inaccurate or incomplete, you agree to promptly submit corrected metadata to us.
Refusal of Books
We reserve the right to determine in our sole discretion what type of content we accept and distribute through the Program. If we ask you for additional information about your Book, such as confirmation that you have all the rights required to authorize distribution of the Book by us, you agree to provide such information promptly and warrant to us that it is valid, complete and accurate. You authorize us to make any investigation, directly or through third parties, that we deem necessary to verify your ability to authorize the distribution of Books by us or the information and documents that you provide to us as such.
Withdrawal of Books
You can remove your Digital and Paper Books from sale, for a fee of $100 per book, by making a request to modify your book. Partners will be able to fulfill customer orders that were placed when the Books were available for sale and continue to sell any stock they have of your Printed Books. Book withdrawals are in no way retroactive and do not apply to customers who purchased copies prior to the withdrawal date.
We reserve the right, at our sole discretion, to layout your Books, and you acknowledge that inadvertent errors may occur in the layout of a Book. If such errors occur, your only recourse to remedy such errors is to request a change in the layout of your Book. We also reserve the right to correct, at our sole discretion, errors in the file of a Book at the time of submission.
Request to modify a Book
Once your Book is submitted, you will no longer be able to edit it yourself. You will need to request an amendment. We reserve the right, in our sole discretion, to accept or decline the request for modification. In addition, you may be required to pay a fee for the change to be implemented and payment of such fee must be received before the change is made.
Marketing and Promotion
We and our Partners reserve the right to determine, at our sole discretion, all marketing and promotional activities related to the sale of Books. Furthermore, we may, without any restriction, market and promote Books by making chapters or parts of such Books available free of charge to potential customers, and to allow potential customers to consult excerpts of Books when searching on the Internet. We shall not be liable to you for any costs in connection with any marketing or promotional activities. You acknowledge that we are under no obligation to market, distribute or offer for sale any Books, or to continue to market, distribute or offer for sale any Books after we have commenced such actions.
The sale price is decided solely by Spiritus Tremens and you have no right of control over the sale price. The sale price will include taxes which will be managed by our Partners. To the extent permitted by applicable law, our Partners reserve the exclusive right to set, at their sole discretion, the retail price at which Books are sold through the Program. Our Partners are solely responsible for processing payments, collecting payments and processing claims and other customer service requests and will have sole control and ownership of all data obtained from customers and potential customers under the Programme.
Our Partners are responsible for the conversion of the sales price into foreign currencies. They may adjust the converted selling price on a regular basis to reflect the exchange rates then in effect.
Subject to compliance with your obligations under this Agreement, for each Book sold to a client through the Program, Spiritus Tremens will pay you the applicable royalty you have stipulated.
Unless otherwise stated Spiritus Tremens will pay royalties due on its sales of Books approximately 90 days after the end of the calendar month in which such sales are made. At the time of such payment, we will provide you with an online report detailing Book sales and Royalties.
Currencies of Payment
Payments will be made in Canadian funds by bank transfer by email
You have the ability to take any action or proceeding against us in respect of statements within six months of such statements being made available to you. After that time, you will not be able to pursue such actions or proceedings. Such proceedings will be limited to determining the amounts of money, if any, owed to you for the periods in question, and your recourse will be limited to recovering such amounts without interest.
We may withhold royalties or offset them against future payments as described below. Our exercise of these rights does not limit any other rights we may have to withhold or offset Royalties or exercise other remedies. If we pay a royalty on a sale and our Partner subsequently issues a refund on such sale, we may deduct the amount of such royalty from future royalty payments or request a refund of such royalty from you. If a third party claims that you do not have all the rights required to make one of your Books available through the Program, we may suspend payment of all royalties due to you until we have reasonably verified the validity of the third party's claims. If we determine that you do not have all such rights or that you have otherwise violated your representations and warranties or our Content Rules with respect to a Book, we will not be liable to you for any royalties in respect of such Book and may deduct from future royalty payments all or part of the royalties already paid in respect of such Book or require repayment of such royalties. Upon termination of this Agreement, we may suspend the payment of any royalty for a period of three months from its theoretical due date to ensure our ability to deduct refunds or other amounts we are entitled to deduct from royalties. If we terminate this Agreement due to a breach by you of your representations and warranties or our Content Rules, we will not be liable to you for any royalties due but unpaid. If after your account is terminated, you open a new account without our express authorization, we will not owe you any royalties through the new account. If we determine, in our sole discretion, that deceptive, fraudulent or illegal activity has occurred with respect to your Books or Program account, then we may withhold payments to you permanently, and we may offset any payments already made against future payments or require you to remit them to us. We will use these funds to offset the costs of Spiritus Tremens' efforts and/or to compensate third parties harmed by deceptive, fraudulent or illegal behaviour.
Our partners are responsible for the collection and payment of all taxes imposed on their respective sales of Books. You are responsible for the payment of any form of income or other taxes due and owing as a result of payments made to you by Spiritus Tremens under this Agreement. Therefore, unless otherwise provided, the amounts due to you hereunder include all taxes that may apply to such payments.
Grant of Rights
You grant Spiritus Tremens and our Partners, for the duration of this Agreement, a non-exclusive and irrevocable right and license to print (on demand and in anticipation of customer demand) and distribute your Books, directly and indirectly through third party distributors, in any format you choose to make available and by any available means of distribution. This right includes, without limitation, the right to : (a) reproduce, index and store the Books on one or more computer systems, modify their layout, convert and encode them; (b) display, market, transmit, distribute, sell, license and make available to customers and potential customers by any other means all or part of the Books, so that said customers and potential customers may download, access, copy and paste, print, annotate and/or consult said Books online and offline, in particular on portable devices; (c) allow customers to store on servers the Digital Books they have purchased, in order to be able to access and download them again, at any time during and after the period of validity of this Agreement; (d) display and distribute (i) your trademarks and logos in the format in which you have provided them to us or within the Books (if applicable, as modified to optimize their display), and (ii) extracts from the Books, in all cases, solely for the purpose of marketing, promoting and selling the Books; (e) use, reproduce, adapt, modify and distribute, in any way that we and our Partners deem appropriate, at our sole discretion, the metadata you provide to us in connection with the Books; (f) transmit, reproduce and otherwise use the Books (or cause them to be reformatted, transmitted, reproduced, and/or otherwise used), either directly or indirectly, such actions being considered mere technical occurrences necessary, where applicable, for the above activities (e.g. caching for display).
Approvals and resolution of disputes relating to the rights granted
You agree to obtain and pay all amounts due under the required licences and approvals for the Books, so that we may exercise the rights granted to us under this Agreement without any additional payment by us, including, but not limited to, all royalties and other income due to copyright owners.
Guarantees and indemnities
You guarantee us that: (a) you have all the rights and powers necessary to enter into this Agreement and to perform your obligations hereunder, and that you will comply with its provisions; (b) prior to any delivery of Content by you or a person designated by you, you have obtained the necessary authorizations to exercise the rights granted under this Agreement; (c) neither the exercise of the rights granted under this Agreement, nor the materials incorporated into the Content, nor the sale or distribution as authorized under this Agreement, violate or infringe the property, intellectual property or other rights of any person or entity, including, but not limited to, contractual rights, copyrights, trademarks, common law rights, rights of publicity or privacy, or moral rights, contain defamatory material, or violate any laws or regulations of any country; (d) you will use your best efforts to ensure that all Books supplied under the Programme comply with the technical specifications for shipment that we have indicated to you; (e) you are solely responsible for the distribution and payment of royalties due to any co-owners and co-administrators of Books, or parts thereof, in respect of the Royalties paid to you; and (f) you will not attempt to exploit the Spiritus Tremens service. To the extent permitted by applicable law, you agree to indemnify, defend and hold Spiritus Tremens, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any and all losses, claims, demands, damages, actions and causes of action (including without limitation reasonable attorneys' fees) arising out of any breach of the warranties made by you or any obligation incurred by you under this Agreement. We reserve the right to participate, at our own expense, in the defense and settlement of any such disputes or actions with attorneys of our choice.
Ownership and Control of the Property
Subject to the authorisations you grant us under this Agreement, it is agreed between us that you retain all copyright and other proprietary rights and benefits in your Books.
You may not issue press releases or communicate to the public any information about this Agreement or its terms and conditions unless we have given you prior written permission to do so.
Limitation of Liability
THE PROGRAM IS PROVIDED TO YOU "AS IS". IN NO EVENT WILL WE BE LIABLE FOR LOSS OF DATA, LOST PROFITS, COVERAGE COSTS OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SIMILAR DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT, OR FOR EQUITABLE OR OTHER COMPENSATION, HOWEVER CAUSED AND ON WHATEVER BASIS. IN NO EVENT SHALL OUR LIABILITY UNDER THIS CONTRACT EXCEED THE AMOUNTS DUE AND PAYABLE BY SPIRITUS TREMENS UNDER THIS CONTRACT FOR THE PERIOD OF THE 12 MONTHS PRECEDING A CLAIM. IN PARTICULAR, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR FOR US UNDER THIS CONTRACT.
Spiritus Tremens shall not be liable to you for any failure or delay in performing its obligations hereunder due to events or circumstances beyond its control, including, but not limited to, denial of service attacks, insurrections, fires, floods, storms, explosions, natural disasters, armed conflicts, terrorist attacks and working conditions.
Disputes and claims relating in any way to this Agreement shall be resolved by binding arbitration and may not be brought before the courts, except for certain claims that may be brought before a court of first instance, subject to their admissibility. Arbitrations shall be conducted without a judge or jury, and the courts shall have limited jurisdiction to decide arbitral awards. However, an arbitrator shall have the ability, on a case-by-case basis, to award the same damages and make the same judgments as a court (including injunctions and declaratory judgments) and shall follow the provisions of this Agreement in the same manner as a court.
These rules apply to the content of the book, including its title, cover and description.
Elements Contrary to Law
We take violations of the law and property rights very seriously. It is your responsibility to ensure that your content does not violate any laws (including privacy laws), copyright or publicity rights, trademarks, etc. We will not sell or rent your content to others. The fact that content is freely accessible does not authorize you to copy and sell it freely.
Public domain and other non-exclusive content.
Certain types of content, in particular public domain works, may be freely available for use by all or may be licensed for use by multiple parties. We do not accept content that is already freely available on the Internet unless you own the copyright to it. For example, if you have obtained the content from a source that permits free redistribution, and the content is available for free on the Internet, we will not make it available for sale. Although we accept works in the public domain, we may refuse to publish a book if some or all of its content differs little or not at all from that of one or more other books. Furthermore, we do not authorize the publication of books that complement copyrighted works (e.g., abstracts, study guides, etc.).
Poor customer experience
The books sold on our Partners' sites must provide a pleasant experience for customers. We reserve the right to determine whether any content is satisfactory from a customer's point of view, and to remove such content if it is not.
Other Prohibited Content
Our Partners allow our clients to explore a wide variety of perspectives, including in books that some clients may find objectionable. That said, they reserve the right not to sell certain content, such as pornographic works or other inappropriate content.
If you think a book does not respect our rules, please report it.
Offensive and controversial elements
Spiritus Tremens does not allow books that encourage, incite or glorify hatred, violence, racial, sexual or religious intolerance or promote organizations with such views.We maintain these policies to ensure a welcoming environment for our international customers and vendors, while offering the widest selection of items on earth. We encourage trust and respect, as well as adherence to the law.We exercise discretion in allowing or prohibiting listings and keep in mind our global customer community and cultural differences and sensitivities when considering and making product decisions.
Examples of books we prohibit
Books that contain violent or offensive material that is not historically significant.Books that promote, incite or glorify hatred or violence against any person or group.Books that promote or glorify suicide.Books related to terrorist organizationsBooks that promote or glorify people who have been convicted of violent or sexual crimes.Books that promote intolerance based on race, religion and sexual orientation.Books that contain racially derogatory language.Books depicting child abuse/exploitationChildren's books that contain adult content, profanity and/or sexual references.Books depicting children or child-like characters in a sexually suggestive mannerBooks marketed or intended for children or teenagers that are not age-appropriate