KDP Annotated Contract Working - Alliance Of Independent Authors

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Legal & Contracts: Annotated ContractIntroductionKindle Direct Publishing (KDP) isAmazon's ebook publishing business.When KDP launched in 2011 it was agame changer for authors, allowingthem to bypass traditional publishersand deal directly with Amazon toquickly publish their work to a globalaudience.KDP and its sister program, KDPSelect, have proven popular aspublishing pathways for authors.However, authors entering into acontract with KDP should ensure theyread the fine print of this (and any)contract to ensure it aligns with theirunderstanding of what is involved inthe author-publisher relationship.Ambiguous or complex clauses, andchangeable terms and conditions, arepotential pitfalls for authors.Both the KDP and CreateSpacecontracts say that Amazon maychange the terms and conditions atany time by posting the changesonline, and that your continued use oftheir services is your agreement tothose changes. Many courts haveupheld these provisions when it comesto the payment of fees.You will find similar provisions in theterms and conditions of many otherPOD providers and social media sites,so as an author you may have nochoice but to agree if you wish to usethe service, but you should alwaysmake informed choices about thefuture use of your work.We have annotated the Kindle DirectPublishing terms and conditions todraw your attention to key clausesauthors should be aware of whenagreeing to engage its services.Read through the following contractcarefully. And, remember, if there’s aclause that you don’t understand in acontract, always seek clarificationbefore signing it.When KDP launched in 2011it was a game changer forauthors, allowing them tobypass traditional publishersand deal directly withAmazon to quickly publishtheir work to a globalaudience.KDP and its sister program,KDP Select, have provenpopular as publishingpathways for authors.The information discussed in this guideshould not be considered legal advice,and is provided as guidance only.ALLi recommends authors seek legaladvice if they are unsure about how toproceed with a contract negotiation.We hope you find these examplesuseful, and welcome your feedback.www.allianceindependentauthors.org

Legal & Contracts: Annotated ContractKDP Terms and Conditions5.5 Grant of Rights.You grant to each Amazon party, 11. Amazon party means Amazon and allits affiliated companies worldwide.2. In a later section, the agreement says throughout the term of this Agreement that either you or KDP may terminate at2any time, so these words are acceptable. a nonexclusive, 3 irrevocable 43. Always look for the word nonexclusive.If you are self-publishing, you should notgrant anyone exclusive rights withoutunderstanding exactly what you aregranting. And even then, you shouldhave the right to terminate theagreement at any time. right and license to distribute Digital 4. Not exactly. You may terminate KDP’sBooks, 5right to sell your ebook, but they maycontinue to support ebooks already sold. directlyandthroughthird-party 5. This is what you want to see—adistributors, in all digital formats by all nonexclusive right for a limited purpose,digital distribution means available. 6in this case distributing digital books.This right includes, without limitation, theright to:(a) reproduce, index and store DigitalBooks on one or more computerfacilities, and reformat, convert andencode Digital Books; 76. This phrase is concerning. Is Amazongoing to expand into other formats orbecome an aggregator like Smashwords?7. These are the rights they need todistribute your ebook. They make sense.(b) display, market, transmit, distribute,sell and otherwise digitally make 8. Amazon Properties refers to theiravailable all or any portion of Digital website and any other Amazon app orBooks through Amazon Properties; 8sales channel. forcustomersandprospectivecustomers to download, access, copyand paste, print, annotate and/or viewonline and offline, including on portabledevices; 99. Most of this is fine. For clarity, thecopy-and-paste language is required tosupport Kindle’s note-taking, highlightingand snippet features.www.allianceindependentauthors.org

Legal & Contracts: Annotated Contract(c) permit customers to "store" Digital 10. This enables readers to moveBooks that they have purchased from us between devices and access their bookson servers ("Virtual Storage") and to from the cloud.access and re-download such DigitalBooks from Virtual Storage from time totime both during and after the term of thisAgreement; 10(d) display and distribute(i) your trademarks and logos in the formyou provide them to us or within DigitalBooks (with such modifications as are 11. Good. The license to use anynecessary to optimize their viewing), trademark is appropriately limited toandmarketing and selling your book.(ii) portions of Digital Books, in eachcase solely for the purposes ofmarketing, soliciting and selling DigitalBooks and related Amazon offerings; 1112. Metadata means your name,(e) use, reproduce, adapt, modify, and publications date, and other productdistribute, as we determine appropriate, information. Rights to ma ipulatein our sole discretion, any metadata that metadata are necessary for expandedyou provide in connection with Digital distribution channels and for adaptationBooks; and 12to Amazon’s various components (AMS,affiliate APIs, product details, etc.(f) transmit, reproduce and otherwise use(or cause the reformatting, transmission, 13. Technical mumbo-jumboreproduction, and/or other use of) DigitalBooks as mere technological incidents toand for the limited purpose of technicallyenabling the foregoing (e.g., caching toenable display). 13In addition, you agree that we maypermit our affiliates and t contractors, to exercise therights that you grant to us in thisAgreement. 1414. While I would prefer to have morecontrol over who else may distribute myebook, Amazon may only permit othersto do what Amazon is permitted to do.www.allianceindependentauthors.org

Legal & Contracts: Annotated ContractYou grant us the rights set forth in thisSection 5.5 on a worldwide basis;however, if we make available to you aprocedure for indicating that you do nothave worldwide distribution rights to aDigital Book, then the territory for thesale of that Digital Book will be thoseterritories for which you indicate, throughthe procedure we provide to you, thatyou have distribution rights. 153. Term and TerminationThe term of this Agreement will beginupon your acceptance of it and willcontinue until it is terminated by us or byyou. We are entitled to terminate thisAgreement and your access to yourProgram account at any time. We willnotify you upon termination. 1615. If you do not have worldwide rights toyour ebook, you may limit the markets.Since the rights you are granting arenonexclusive, this agreement will notlimit you from using other distributionmethods in any market.16. In other provisions, they list reasonswhy they may terminate, such as yourwork infringes on someone else’scopyright. This right to terminate for noreason is typical, so they do not have tojustify their termination.You are entitled to terminate at any time 17. This is what you want. The right toby providing us notice of termination, in terminate at any time without payment ofwhich event we will cease selling your any termination fees.Digital Books within 5 business daysfrom the date you provide us notice oftermination. 17Following termination, we may fulfil anycustomer orders for your Digital Bookspending as of the date of termination orsuspension, and we may continue to 18. All this is reasonable.maintain digital copies of your DigitalBooks in order to provide continuingaccess to or re-downloads of your DigitalBooks or otherwise support customerswho have purchased a Digital Book priorto termination or suspension. All rights toDigital Books acquired by customers willsurvive termination. 18www.allianceindependentauthors.org

Legal & Contracts: Annotated Contract5.3.1 Providing Your List Price.The list price you provide to us isreferred to in this Agreement as your 19. Good. You want to control list price."List Price." For some marketplaces, you Be sure to calculate VAT when settingwill provide us a List Price inclusive of your list price.value added or similar taxes that areincluded within the customer purchaseprice of a product (“VAT”). Where yourRoyalty is calculated based on your ListPrice, it will be calculated based on yourList Price exclusive of the VAT applicableto the customer. You may change yourList Price through the KDP website, andyour change will be effective within 5business days. 1920. Amazon may discount the price of5.3.4 Customer Prices.your ebook. However, later in theTo the extent not prohibited by applicable contract they explain that royaltylaws, we have sole and complete payments are based upon the list pricediscretion to set the retail customer price you choose, so their discounting yourat which your Digital Books are sold ebook will not affect your royalties.through the Program. 205.4.1 Royalties. If you are not in breachof your obligations under this Agreement,for each Digital Book sold to a customerthrough the Program, the Amazon partythat made the sale (or whose affiliatemade the sale) will pay you theapplicable Royalty set forth in the PricingPage, net of refunds, bad debt, and anyVAT, sales or other taxes charged to acustomer or applied with respect to salesto a customer. If your List Price for aDigital Book is higher than permittedunder the Pricing Page, we will beentitled to deem it modified so that it isequal to the maximum List Pricepermitted when calculating Royalties dueto you under this Agreement. 2121. KDP has two pricing and royaltyplans, one paying the Author a royalty of70 percent of the List Price after decutionof VAT and delivery cost, and the otherpaying the Author a royalty of 35 percentof the List Price after deduction of VAT(but no delivery costs). To qualify for the70 percent royalty, the list price of yourebook must not be less than 2.99 normore than 9.99. If you want the list priceto be outside that range, you are limitedto the 35 percent royalty.www.allianceindependentauthors.org

Legal & Contracts: Annotated Contract5.4.2 When We Pay You.Each Amazon party will pay Royaltiesdue on Digital Book sales approximately60 days following the end of the calendarmonth during which the sales were 22. Nice and clear.made. At the time of payment, we willmake available to you an online reportdetailing sales of Digital Books andcorresponding Royalties. 2223. It’s uncertain how you couldcontest a payment since you have no5.4.6 Payment Disputes.access to the underlying salesYou may not bring a suit or other legal information. This is a problem even inproceeding against us with regard to any traditional publishing.statement unless you bring it within sixmonths after the date the statement is 24. You will find these sorts ofavailable. 23provisions in both self-publishing andtraditional publishing contracts. They5.8 Representations, Warranties and are a list of assurances you give theIndemnities. 24publisher, plus an agreement to payfor all legal costs and damages theyYou represent and warrant that:incur if it ends up one of your(a) you have the full right, power and representations and warranties areauthority to enter into and fully perform not true. Let’s take a closer look atthis Agreement and will comply with the what these say.terms of this Agreement; 2525. Among other things, this means(b) prior to you or your designee's that you are at least 18 years old anddelivery of any content, you will have have the mental capacity to enter intoobtained all rights that are necessary for a contract, and that you havethe exercise of the rights granted under whatever authority you need fromthis Agreement; 26others to grant the licenses and enterinto this contract.(c) neither the exercise of the rightsauthorized under this Agreement nor any 26. You are assuring them that youmaterials embodied in the content nor its have the right to sell your ebook,sale or distribution as authorized in this either because you own the copyrightAgreement will violate or infringe upon or have obtained all the necessarythe intellectual property, proprietary or permissions, licenses, and rights.other rights of any person or entity,including, without limitation, contractual 27. You are responsible if your work isrights, copyrights, trademarks, common infringing, defamatory, or illegal, solaw rights, rights of publicity, or privacy, make sure it isn’t!or moral rights, or contain defamatorymaterial or violate any laws orregulations of any jurisdiction; 27www.allianceindependentauthors.org

Legal & Contracts: Annotated Contract(d) you will ensure that all Digital Booksdelivered under the Program comply with 28. Technical requirements are onthe technical delivery specifications their website.provided by us; and 28(e) you will be solely responsible foraccounting and paying any co-owners orco-administrators of any Digital Book orportion thereof any royalties with respectto the uses of the content and theirrespective shares, if any, of any moniespayable under this Agreement. 2929. KDP will pay only one person. Ifyou have co-authors, then you arepromising to pay any co-writers theirshares.To the fullest extent permitted byapplicable law, you will indemnify, defendand hold Amazon, its officers, directors,employees, affiliates, subcontractors andassigns harmless from and against anyloss, claim, liability, damage, action orcause of action (including reasonableattorneys' fees) that arises from anybreachofyourrepresentations,warranties or obligations set forth in thisAgreement. 3030. This means that if Amazon oranyone else on the list is suedbecause any of the statements in(a) through (e) are incorrect, or youotherwise breach the contract, youwill be obligated to pay the attorneysand all costs and damages foreveryone on their list.31. They will hire their own attorneys,and you will pay their attorneys if youWe will be entitled, at our expense, to breach the contract.participate in the defense and settlementof the claim or action with counsel of ourown choosing. 31www.allianceindependentauthors.org

Legal & Contracts: Annotated ContractALLi publishes:Choosing The Best Self-PublishingCompanies and Services 2018The only annually updated guide to the global self-publishing servicesindustry.The 2018 edition is now available(FREE to ALLi Members).The AskALLi Quick & Easy Guides to Self-Publishing address themost common questions our members have about self-publishing.The Guides are organized across the seven stages of thepublishing cycle: editorial, design, production, distribution,marketing, promotion, and licensing rights. There are also guides torunning a successful business as an indie author.For more advice and a daily blog, visit our Self-Publishing AdviceCentre at http://selfpublishingadvice.org/blog/Founded by novelist and poet Orna Ross, the Alliance of IndependentAuthors is a global nonprofit organization offering authoritative advice,experienced guidance, and advocacy within and outside the publishingindustry.Its mission is ethics and excellence in writing and publishing. The Allianceoffers a variety of member benefits, including discounts and incentives andcollaboration and connection with the best self-publishing authors andadvisers in the world.www.allianceindependentauthors.org

KDP and its sister program, KDP Select, have proven popular as publishing pathways for authors. However, authors entering into a contract with KDP should ensure they read the fine print of this (and any) contract to ensure it aligns with their understanding of what is involved in the author-publisher relationship. audience.

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