SMART MOVES Publishing Services and Book Distribution Agreement

This Agreement is made between you [referred to as “You” or the ‘Author’ and ‘SMART MOVES publications, Bhopal, India. [referred to as “SMART MOVES”]. This agreement will come into force only on the date that you or the authorized person on behalf of the author makes the payment towards the publication of manuscript/book attached with this agreement, [Effective by today].

Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Program, or any part of it. If you don’t accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement.

Term and Termination

The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us only. We are entitled to terminate this agreement and your access to your program account at any time. We will notify you upon termination. We may also suspend your Program account at any time with or without notification. We are not bound to provide the reason and the decision will depend on our own discretion. Following the termination or suspension, we may fulfill the pending customer orders for your Digital Books as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Books in order to provide continuing access to or re-downloads of your Digital Books or otherwise support customers who have already purchased a Digital Book prior to the termination or suspension of the agreement.

Since you have written a book or your work that you would like it to be published and SMART MOVES offers top notch self-publishing services, you may engage the services of SMART MOVES.

In consideration of the mutual promises set forth in this Agreement, both the parties agree to the terms as follows:

SMART MOVES Services

SMART MOVES offers two different sets of services under this Agreement:

Publication Services – There are several services offered by SMART MOVES at their website [www.smartmovesonline.org] for editing, designing, ISBN, copyright, printing and creation of e-books and marketing which you can select based on your requirements.

Book Distribution – Once you have selected from the publication package and your work has been published either in print or digital platform, you have engaged SMART MOVES for the distribution of your work.

You can choose one or both the services at any time during this Agreement as per the Order Form that is attached as a part of this agreement.

Grant of License and Intellectual Property
Author must grant rights and license for publication, distribution and promotional services to Smart Moves for worldwide print, publish, distribute, promote and sales of books. This must include a nonexclusive, irrevocable rights and license to distribute print books, ebooks directly and/or third party distribution in all formats and by all distribution means. These rights must include the rights to reproduce, index and store digital books on one or more computer facilities and re-format, convert, and encode digital books. All Intellectual Property rights of the book(s), which include copyright and all the associated rights under the law of copyright remain exclusively with you. SMART MOVES does not claim or own any of your Intellectual Property rights.

The license granted to Smart Moves will depend on the services you have opted for in the Order Form.

All rights of Intellectual Property, book(s) and/or ebook which include copyright and all the associated rights under the law of Copyright remain exclusively with you. SMART MOVES does not claim or own any of your Intellectual Property rights.

The author of the book is solely responsible for all the content written in the book. The publisher does not endorse or support the views expressed in the book in form.

Order Form:

The order form which is a part of this agreement will determine the type of services that you engage or opt SMART MOVES for, the payment terms, distribution channel and other relevant details. The terms of this Agreement will apply based on the choices you make in the Order Form.

Payment:
In consideration to the Publication Services you as an author or someone on behalf of the author will pay SMART MOVES the Package Fee as per the package of services that you have selected or opted for. SMART MOVES will commence work on the Publication Services only upon receipt of the Package Fee as per the terms mentioned in the Order Form.

In consideration for Book Distribution, SMART MOVES will pay you the Royalty Fee if any which is mentioned in detail in
Schedule A.
Your fees will be based on the services you have engaged or opted for SMART MOVES as per the Order Form.

Authors Rights and Duties

Initial Obligations – You shall provide SMART MOVES with a completed order form for the purchase of the Publication Services. You shall make sure that the required information and copies of the work in the appropriate format are provided to SMART MOVES and that the Package Fee is paid in full or in part as per the Order Form.

Information and Confirmation – You shall provide SMART MOVES with all the required information and selected the options provided to you like author biography sketch, the interior and cover design, format of the work, design gallery, proof of the work, and any other required information no later than a week of the request.

Rights – You retain all the rights to the work. While SMART MOVES may edit the content, all rights in the content will remain with you.

ISBN – While you grant us a non-exclusive license on the content, you cannot use the ISBN and format of the work during the term of this Agreement. If you wish to engage other publishers, they would have to provide you with a different content, format, cover and ISBN.

SMART MOVES Rights and Duties

License to Publish and Distribute: SMART MOVES has the right to choose the distribution channels for the work based on the format of distribution selected by you in the Order Form. SMART MOVES and entities in its distribution channels may determine in their own discretion whether and to what extent to make excerpt of your work available. On occasion, these excerpts may include entire chapters or may even exceed twenty-five (25) pages or more in length.

Versions and Multiple ISBN’s: You grant SMART MOVES the right to introduce additional versions of the work as it needs to be available in multiple formats. Accordingly, you grant SMART MOVES the right to terminate and reissue individual ISBN’s of the work in each different format that you select.

Possession of submitted materials: SMART MOVES may retain in its possession all the materials submitted by you and SMART MOVES is not obligated to return or store such materials. You also grant SMART MOVES the right to compile and use statistical information regarding sales of the work.

Storage and Hosting: You grant SMART MOVES the right to copy, reproduce, warehouse, host, store, use, transmit and distribute tangible, electronic copies of the work in any current or future methods of technology to fulfil their services under this Agreement.

Publicity: You grant SMART MOVES the right to publicize information about the work, or you, including a biographical sketch as well as excerpts from your work at SMART MOVES’ discretion, in connection with the advertisement, promotion and marketing of a) your work and b) SMART MOVES services.

Publicity Rights: To provide the Distribution Services, you grant SMART MOVES, the consent and right to use your name, voice, photograph, image, likeness, distinctive appearance, gestures, or mannerisms.
Excerpts: Electronic excerpts of the work shall be viewable on SMART MOVES’s website, or partner or contractor websites that have entered agreements with SMART MOVES, to facilitate promotion, marketing, distribution, and sales of the work.

Free Copies to Media: You grant SMART MOVES the right to send free review copies to members of media, including, but not limited to, editors, college newspapers, bloggers, professors, television, internet, and radio commentators, and other potential book reviewers in SMART MOVES’s discretion for promotion of the work.

Promotional Services/Opportunities/Items: From time to time, SMART MOVES may discontinue offering certain promotional Services/Opportunities/Items. SMART MOVES may substitute a different promotional Service/Opportunity/Item of equal or greater value for you with notification to the author in the event of a discontinuation.

Content Security: SMART MOVES shall ensure that the content provided by you shall be kept confidential. Neither SMART MOVES nor any third parties associated with SMART MOVES shall involve in any act that would compromise the security of the content before, during and after the work is published.

Timeline: SMART MOVES shall provide you with the finished work in all formats based on the Package no later than forty-five (99) calendar days after SMART MOVES has received all required materials and required payments from you. This period does not include days in whole or in part, due to your delayed response to inquiries or requests of SMART MOVES, nor does it include days that the work is in the possession of SMART MOVES’ editors for purposes of editing.

Format and Cover Design: SMART MOVES shall format and publish the work as specified by you. SMART MOVES shall follow your suggestions for custom designed cover of the work provided you comply with SMART MOVES’ cover design guidelines.

Copyright and Title Registration: SMART MOVES shall include a copyright notice in accordance with your instructions in each copy of the work.

Term and Termination

Term: This Agreement comes into force from the Effective Date and extends until it is terminated by either or both parties.

Termination: SMART MOVES’ Publication Services terminate once the services including launch marketing have been completed as per the package selected in the Order Form. You can choose additional services based on SMART MOVES’ offers which would begin and terminate based on your choices in the Order Form.

The Distribution Services continue to stay in effect until this Agreement is terminated.
You and SMART MOVES can mutually agree and have the right to terminate this Agreement at any stage in writing if you find that SMART MOVES has not complied with any of the duties, or obligations to be provided under this Agreement, or if there is a breach of any the terms, or vice versa [where you have not complied with the terms] either party can inform the other party of the breach of terms. If the issue is not sorted or rectified within 30 days, this Agreement can be terminated.

Refunds

Refunds will apply only to the Publication Services provided by SMART MOVES and depends on the time during which this Agreement is terminated and the stage of work completed:

If you have not yet submitted your work to SMART MOVES within 30 days of payment, then there will be no refund and your agreement will get terminated.

If SMART MOVES is not able to publish your book within 180 days of fee payment, for any reason, there will be 100% return to you excluding taxes.

After the start of interior design or cover design for the work, but prior to final sign-off (which may be accomplished by email approval, 25% of the purchase price less any tax paid on the total invoice amount;

After three (3) months from the Effective Date, no refunds will be allowed, regardless of the stages mentioned above.

SMART MOVES shall take best effort to ensure that refunds are processed within fifteen [15] days of the termination of this Agreement.

Representations and Warranties

Both You and SMART MOVES undertake that you can enter into this Agreement and that there are no other contractual obligations preventing you from signing this Agreement.

You will be wholly and completely responsible for the content of the work and should ensure that the work is not illegal, unlawful, plagiarized or it does not contain any objectionable content. SMART MOVES is not liable to any third party or other person or entity, for the work, regardless of whether SMART MOVES had any knowledge or could have reasonably known of any illegal, unlawful, or objectionable content in the work. You also agree that you will be wholly and completely responsible to indemnify [compensate for harm or loss] SMART MOVES in case of any legal proceedings with third party regarding copyright infringement or action on grounds of illegality as mentioned.

Disclaimer of Warranties

SALES NOT GUARANTEED: SMART MOVES cannot and does not guarantee sales of any of the author’s work. SMART MOVES makes no guarantees or promises as to the minimum success of the services or the amount of book sales which may result from any or all of the services.

GENERAL DISCLAIMER: Except for any Warranties or Representations explicitly mentioned in this Agreement, SMART MOVES makes no other warranty and explicitly disclaims all other warranties, conditions or representations (express or implied, oral or written) with respect to the services, or any part thereof.

THIRD PARTY FAULT: SMART MOVES is not responsible for retrieving the work from or for any sales of the work in the possession of an entity other than SMART MOVES. SMART MOVES is not liable for delays, errors, or non-performance of services caused by any of SMART MOVES’ vendors or suppliers, like, the failure of a third party to (a) timely remove your work from circulation following SMART MOVES’ or your notice to do so, and (b) the failure of any third party to timely update any changes to the work.

Limitation of Liabilities/Remedies

LIMITATION OF LIABILITY: In no event, shall SMART MOVES or any of its affiliates be liable under this Agreement to you or any other person or entity for any consequential, incidental, indirect, exemplary, special or punitive damages, regardless of whether we could anticipate such damages or advised you about them. In no event, shall SMART MOVES’s or its affiliates’ total liability arising out of or related to this agreement, exceed the total amount you paid to SMART MOVES under this Agreement.

Indemnification

You agree to indemnify and hold SMART MOVES and its distribution partners harmless against any legal claims connected to the breach of the representations and warranties or your breach of this Agreement or regarding any claims of Intellectual Property Ownership.

SMART MOVES agrees to indemnify you against any claims connected to any matter inserted into the work by SMART MOVES if you did not provide SMART MOVES with it.

SMART MOVES may retain payments due to you until its claims of indemnity have been satisfied or completed.

Legal Proceedings

The Courts in Bhopal (M.P.), India, shall have exclusive jurisdiction to decide on matters arising out this Agreement.

If there is any dispute, it should be referred to an Arbitrator appointed by both parties. If you and SMART MOVES cannot agree on one Arbitrator, both parties shall appoint one arbitrator each who will appoint a third Arbitrator so that a panel of three Arbitrators will adjudicate. All arbitration proceedings shall be conducted in the English language in accordance with the Arbitration and Conciliation Act, 1996 and the place of arbitration shall be Bhopal, India.

Entire Agreement

This Agreement including the Order Forms, schedules and annexures is all that governs the terms between you and SMART MOVES. If there are any changes to the terms they have to be made in writing and agreed by both parties.

Notices

All notices to SMART MOVES can be sent by email to isbn@smartmovesonline.org and all notices to you can be sent to any of your registered email addresses that have been used to communicate with SMART MOVES in the past.

Assignment

You cannot assign or transfer any of the rights, or duties in this Agreement to anyone else. SMART MOVES may transfer some of its rights to another related entity to comply with its duties as per this Agreement.

Force Majeure

Both You and SMART MOVES shall not be liable or responsible to each other or deemed to have defaulted under this Agreement for failure or delay in fulfilling or performing any term of this Agreement if the delay is due to an Act of God or out of the control of the parties.

Survival

Even after the termination of this Agreement, all clauses from H to O shall survive until explicitly terminated by the parties via an Agreement signed by both parties.

For the Author for SMART MOVES

SCHEDULE A

Royalties

Book Royalties
Payments that SMART MOVES will actually receive (selling of book – distribution cost, refund of book cost, taxes etc) will be shared between you and SMART MOVES. You/author will get @75% and SMART MOVES will get @ 25%.

Print Royalties

On all sales by SMART MOVES of paperback or hardcover formats of the full work, SMART MOVES shall pay you a royalty as follows:

E-book Royalties
On all sales by SMART MOVES of e-book formats of the full work, SMART MOVES shall pay you a royalty as follows: Payments that SMART MOVES actually receives will be shared between you and SMART MOVES. You/author will get @75% and SMART MOVES will get @ 25% from such sales, all minus the cost to distribution, mark-ups for sales with distribution partners, and any taxes, technology fees and return costs etc. Royalties are not due to you for copies provided free of charge or copies sold to you.

Royalties are not due to you for copies provided free of charge or copies sold to you.

E-book Royalties
On all sales by SMART MOVES of e-book formats of the full work, SMART MOVES shall pay you a royalty as follows: Payments that SMART MOVES actually receives will be shared between you and SMART MOVES. You/author will get @75% and SMART MOVES will get @ 25% from such sales, all minus the cost to distribution, mark-ups for sales with distribution partners, and any taxes, technology fees and return costs etc. Royalties are not due to you for copies provided free of charge or copies sold to you.

Royalty Payment timing.

Royalties shall be determined monthly and paid to you within thirty (30) days after the month in which the Royalty was earned concludes if the aggregate amount of the Royalty due to you for the work exceeds 500 INR. If the monthly Royalty amount does not exceed 500 INR the existing Royalty amount will be added to the subsequent monthly Royalty amount due (Cumulative Royalty) until the Cumulative Royalty first exceeds 500 INR. Cumulative Royalties that do not exceed 500 INR by the end of a calendar year shall be paid to you within thirty (30) days after year end. If you have a bank account outside India, the minimum Cumulative Royalty will be INR 10,000 after which the Royalty will be transferred to you. Additionally, a wire transfer fee based on the bank will apply and be borne by you.

Mode of transfer.

Royalties shall be paid by electronic fund transfer (NEFT/RTGS) to your designated bank account in India or outside India as the case may be.
You need to provide SMART MOVES with all the relevant bank details to effect the transfer.

Tax Withholding and PAN Number.

All royalty payments will be subject to applicable tax requirements. You shall provide SMART MOVES with all necessary information and documentation requested by PUBLISHER to comply with tax requirements including your PAN number. If the Author is a single person, the “PAN Number” is understood to be your personal PAN. In the event the Author fails to provide SMART MOVES with the proper documentation and information, or fails to fully comply with the provisions of this Agreement and Terms, SMART MOVES maintains the right to withhold from royalty amounts owed to you any moneys required to be deducted or withheld in compliance with the tax code or other governing laws. You shall have no right to seek reimbursement from SMART MOVES for such withholdings and payment by SMART MOVES to the proper authorities.

Submission: Submissions are to be sent via electronic mail to the submission team of SMART MOVES upon request. You must submit in one package:

A signed and scanned copy of this Agreement via electronic mail.

A fully completed current title submission form.

Payment for Publication Services (if not previously received).

A copy of the work in Microsoft Word format.

All graphics (if you choose to provide) in an accessible digital file format with minimum 300 DPI resolution.

Production Files.

You shall have the right to the text and cover digital production files of the work in PDF file format and the eBook file in .ePub format upon the effective date of termination of this Agreement.

Submissions are to be sent via electronic mail to the submission team of SMART MOVES upon request. You must submit in one package:

A signed and scanned copy of this Agreement via electronic mail.

A fully completed current title submission form.

Payment for Publication Services (if not previously received).

A copy of the work in Microsoft Word format.

All graphics (if you choose to provide) in an accessible digital file format with minimum 300 DPI resolution.

Pricing.

SMART MOVES will set the default and maximum price of the work greater than the MINIMUM RECOMMENDED MRP set by SMART MOVES for the work taking into account the cost of printing and distribution of the work.
SMART MOVES may ask you via electronic mail to modify the price of the paperback, hardcover, and e- book format of work, should costs change or market conditions warrant.

Production Files.

You shall have the right to the text and cover digital production files of the work in PDF file format and the eBook file in .ePub format upon the effective date of termination of this Agreement.

Submissions are to be sent via electronic mail to the submission team of SMART MOVES upon request. You must submit in one package:

A copy of the work in Microsoft Word format.

All graphics (if you choose to provide) in an accessible digital file format with minimum 300 DPI resolution.