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IngramSpark Terms and Conditions

This IngramSpark Agreement (the “Agreement”) is a binding agreement by and among you or the entity identified in your IngramSpark account (“you” or “Publisher”), and Lightning Source LLC (“LS”), Ingram Content Group UK Ltd. (“ICGUK”), and Ingram Content Group Australia Pty Ltd. (“ICGAU”). LS, ICGUK, and ICGAU are collectively referred to as “Lightning Source”. Publisher and Lightning Source may each be referred to as a “Party”, and, collectively, as the “Parties”.

This Agreement provides the terms and conditions of your participation in the Lightning Source self-publication and distribution program (“IngramSpark”) and governs any accounts created by Publisher and Publisher’s use of any programs, services, or tools made available through the IngramSpark website, located at www.ingramspark.com (“IngramSpark Site”). This Agreement also incorporates by reference the then-current version of the following documents, which may be amended from time to time at Lightning Source’s sole discretion and will be effective from the date of posting:

the IngramSpark Pricing and Services Guide,
the User Guide,
the Privacy Policy,
the IngramSpark website Terms of Use,
the IngramSpark Data Supply Terms and Conditions, and
the Data Protection Addendum where Publisher is located in the European economic area, Switzerland, United Kingdom, or other applicable jurisdiction and only to the extent any information Publisher provides to Lightning Source includes personal data, as defined therein.

The obligations of each Lightning Source party will be dependent on the type of services and the location such services were rendered, as set forth below:

For print on demand products and services in the United Kingdom – ICGUK
For print on demand products and services in Australia – ICGAU
For print on demand products and services in the United States and all digital (ebook) distribution services – LS

PLEASE READ THESE TERMS CAREFULLY AND NOTE THAT SOME SERVICES MAY NOT BE AVAILABLE IN ALL LOCATIONS. THESE TERMS CONTAIN A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH LIGHTNING SOURCE. EACH LIGHTNING SOURCE PARTY IS SEVERALLY LIABLE FOR ITS OWN OBLIGATIONS UNDER THIS AGREEMENT AND IS NOT JOINTLY LIABLE FOR THE OBLIGATIONS OF ANY OTHER LIGHTNING SOURCE PARTY.

ACCEPTANCE OF AGREEMENT. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept (or the equivalent) where you are given the option to do so, or (b) by using IngramSpark, the IngramSpark Site, or any part of the services provided through the IngramSpark Site. If you do not accept this Agreement, you are not entitled to use IngramSpark and must terminate all use of IngramSpark and the services provided on the IngramSpark Site. If you are entering into this Agreement on behalf of a company or other organization, you hereby represent and warrant that you are authorized to enter into this Agreement on behalf of such company or other organization.
AGREEMENT AMENDMENTS. IngramSpark and the services offered through the IngramSpark Site will change over time and the terms of this Agreement will need to change over time as well. Lightning Source reserves the right to change the terms of this Agreement at its sole discretion. Lightning Source will give you notice of the changes by one or more of the following methods: (1) posting new terms on the IngramSpark Site in place of the prior terms with a date of revision at the top; (2) sending an email to the email address listed in your IngramSpark account; (3) posting a banner message on the IngramSpark Site; or (4) other reasonably suitable means. You are solely responsible for checking for updates and your acceptance of the changes as set forth in Section 1 of this Agreement. If you do not agree to the changes, you must immediately withdraw your title(s) from distribution through IngramSpark and terminate your use of IngramSpark and the services provided through the IngramSpark Site.
1. Changes to Section 6 and Section 9. Changes to the terms of this Agreement found in Section 6 or Section 9 will be effective and binding 30 days from the date of posting or on the date You accept the changes as set forth in Section 1 after such notice, whichever occurs first.
2. Changes to all other Sections of the Agreement. Changes to the terms of this Agreement found in any Section other than those listed in Section 2.1 will be effective and binding on you on the date we post the updated terms or notify you, unless Lightning Source provides a later effective date when we post the updated terms or notify you.
ACCOUNT ELIGIBILITY; REGISTRATION: PUBLISHER RESPONSIBLITIES.
1. Eligibility. You must have an active IngramSpark account and agree to the terms of this Agreement to participate in IngramSpark and utilize the services provided on the IngramSpark Site. You represent and warrant that you are at least 18 years old (or the minimum age of majority, whichever is older), that you are forming a legally binding contract, and that you are located in one of the territories Lightning Source provides the IngramSpark services. A current list of territories where the IngramSpark services are available can be found here. PLEASE NOTE THAT SOME SERVICES MAY NOT BE AVAILABLE IN ALL LOCATIONS.
2. Account Information; Account Limitations. You must ensure that all information you provide in connection with establishing your IngramSpark account, such as your legal name, the legal name of your business, date of birth, date of incorporation or formation of your business, address, email, payment information, and/or other information reasonably requested by Lightning Source, is accurate when you provide it, and you must ensure that it at all times remains accurate, complete, and valid as long as you use IngramSpark and the IngramSpark Site. We may require you to provide additional information and/or documentation to verify the information you provided about your business or your identity as a condition for your continued use of IngramSpark, or before we start or continue making Publisher Compensation payments to you. You authorize Lightning Source to make, directly or through any third party, any inquiries we consider necessary to validate information you provide us, including checking commercial databases and utilizing any other verification processes. We may disclose your legal name and contact information in accordance with the terms of our Privacy Policy, including to comply with law or protect the rights of Lightning Source, our customers, or others, regardless of what you enter as your author name. You are only allowed to maintain one IngramSpark account at a time. If we terminate your IngramSpark account, you will not establish a new account. 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 us sending you emails relating to IngramSpark and other opportunities from time to time.
3. Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your Access Credentials and any Authorized User’s Access Credentials and are responsible for all activities that occur under your account, whether or not you have authorized those activities. An “Authorized User” is any person Publisher authorizes (either expressly or by implication) or otherwise provides access to and use of the services offered through Publisher’s account under this Agreement, including but not limited to Publisher’s employees, consultants, contractors, and agents. “Access Credentials” shall mean any username, identification number, password, license or security key, security token, personal identification number (“PIN”), other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity or authorization to access and use the services. You are responsible for implementing and maintaining all necessary precautions and procedures, including but not limited to, all physical and technical controls, security procedures, and other safeguards, to: (a) protect against any unauthorized access to or use of the IngramSpark Site and the services using your Access Credentials; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for processing by the services. “Customer Data” is any information, data, and other content, in any form, that is collected or received, directly or indirectly, from Publisher or an Authorized User by or through the services or that incorporates or is derived from the processing of such information, data, or content. For clarity, Customer Data does not include data and information related to Publisher’s use of the services that is used by Lightning Source in an aggregated and anonymized manner. You are responsible for and may be held liable for losses incurred by Lightning Source due to any such activities. You may not permit any third party to use IngramSpark or the services provided through the IngramSpark Site through your account other than an Authorized User. Additionally, you agree that you will not use the account of any third party. Your acceptance of this Agreement includes and is on behalf of any Authorized User or other party who uses IngramSpark under or in connection with your account. You agree to immediately notify Lightning Source of any unauthorized use of your Access Credentials. At Lightning Source’s sole discretion, You may be allowed to add up to five (5) Authorized Users within your IngramSpark account.
4. Additional Responsibilities. Publisher will be solely responsible for: (1) its technology infrastructure, including but not limited to, compatible computer software, hardware and network access systems; web browsers and other access solutions; development of its network, features, functions and technology; and any other technology necessary for accessing the IngramSpark Site and/or using the IngramSpark services in accordance with the terms of this Agreement; (2) all matters relating to the Titles and associated metadata, including without limitation, the creation, production, editing, supply, correction, maintenance, and conversion of the Titles; and (3) obtaining all necessary licenses, permissions, rights, and clearance for content and materials required by any third party, any act or regulation of any government, and any necessary broadcast, rebroadcast or retransmission rights or required permissions related to the Titles. Publisher shall bear all costs, obligations and liabilities related to any such items. “Title(s)” means the Print Title(s) and Digital Title(s), interchangeably and includes the associated metadata. “Print Title(s)” are any work made available by Publisher for inclusion in the Print on Demand Services, identified by a unique name or number as given to a book, composition, catalog, journal, or other similar work. “Digital Title(s)” are ebook(s), or other versions of a book meant to be consumed by means other than print, or part(s) thereof, provided by Publisher to LS for distribution pursuant to this Agreement.
TERM; TERMINATION.
1. Term. This Agreement will commence at the time you accept these terms and conditions pursuant to Section 1 of this Agreement and continue until terminated by either Party in accordance with the terms of this Agreement.
2. Termination. Either party may terminate this Agreement at any time by giving the other party forty-five (45) days written notice. Additionally, Lightning Source may immediately (i) suspend performance of all services under this Agreement or terminate the Agreement, upon reasonable belief of inaccurate or improper Title information or account information, any act of suspected fraud, embezzlement, theft, or other unethical behavior or business practices, breach of any material provision of this Agreement, or any terms referenced herein, or any other suspected violation of law by Publisher, Publisher’s employees, agents, or designees, if the account remains inactive for at least six (6) months, or if Publisher’s account is not fully activated. Where Lightning Source suspends performance or terminates the Agreement pursuant to this Section 4, Publisher agrees Lightning Source may suspend any payment obligation owed to Publisher for the duration of any applicable returns period, as set forth in this Agreement, or until all matters concerning the action to suspend or terminate have been fully and completely resolved.
3. Additionally, Lightning Source may suspend or terminate a Publisher’s account: (1) as necessary to preserve its business, status and/or reputation; (2) to reduce or mitigate its exposure (either real or perceived) to intellectual property infringement disputes; or (3) as otherwise permitted in accordance with the terms of this Agreement.
4. Survival. The following Sections as well as any other provision that, in order to give proper effect to its intent, should survive the termination or expiration of this Agreement: Sections 4, 5.4.5, 5.4.7, 6.2, 11, 12, 13, 14, and 15.
INGRAMSPARK SERVICES. Lightning Source may provide Publisher the opportunity to participate in some or all of the following services and programs, depending on Publisher’s eligibility:
1. Print on Demand Services. The “Print on Demand Services” are those services provided by Lightning Source which allow Publisher to make its Print Titles able to be printed on-demand, after an order is received by Lightning Source. The Print on Demand Services may include Wholesale Services, Direct Distribution Services, Global Connect Program, and/or other services as may be made available from time to time. Lightning Source or its affiliates may provide certain Print on Demand Services to Publisher in the United States, Australia, the United Kingdom, and/or other such sites or locations as made available to Publisher (collectively, “Market(s)”) for the Print Titles stored in the database. Publisher may place orders with Lightning Source through the IngramSpark Site. As orders are placed by the Publisher (Direct Distribution Services) or distribution channels (Wholesale Services), the appropriate Lightning Source entity will perform the applicable Print on Demand Services in accordance with the terms of this Agreement. Lightning Source will not maintain or possess any physical inventory of Publisher’s Print Titles, except for Held Inventory. Lightning Source reserves the sole right to determine where to manufacture Print Titles.
  1. Direct Distribution Services. The “Direct Distribution Services” are the services which allow Publisher to place orders with Lightning Source or its designated affiliates for distribution directly to Publisher or to Publisher’s designated ship-to location and may generally include fulfillment and/or other special services as agreed by the Parties. The Direct Distribution Services are more fully described in the User Guide. Publisher will be responsible for its own accounting and other business needs not expressly set out in this Agreement or the User Guide, including but not limited to third-party pricing, terms of sale, order taking, order entry, invoicing, credit memo processing, credit, collections, and customer service.
  2. Wholesale Services. The “Wholesale Services” are the services which allow Publisher to make Print Titles available for distribution through Lightning Source’s wholesale distribution network or directly to consumers. Where Publisher has enabled a Print Title for distribution through the Wholesale Services, Lightning Source may make Publisher’s Print Title(s) available from a Market to territories where Lightning Source has wholesale relationships. The Publisher will determine each Market where Publisher authorizes Lightning Source to sell copies of the Print Title. Publisher is not required to participate in every Market serviced by Lightning Source. By providing the suggested retail price and wholesale discount of a Print Title, Publisher authorizes Lightning Source to distribute the Print Title from that Market to all territories covered by that Market. Additional information detailing the applicable currency per Market can be found in the User Guide or as requested. Lightning Source will have the right, in its sole discretion, to remove a Print Title from wholesale availability, set titles to non-returnable, or limit a Print Title to certain territories. As soon as Publisher enables a Print Title for distribution on the IngramSpark Site, Lightning Source is authorized to distribute metadata, accept, print, and fulfill orders of the Print Title to Sellers, regardless of any on sale date or publication date found in the Title’s metadata. A “Seller” is any third-party distribution channel, including but not limited to, wholesalers, retailers, libraries, Resellers (defined below), and Global Connect Channels (defined below). After Print Title setup is complete, Publisher may modify Market availability, suggested retail price and/or wholesale discount for any Print Title, however such modification may not take effect with Sellers for up to forty-five (45) days. Lightning Source reserves the right to suspend modifications by Publisher in its sole discretion. The currency of the suggested retail price shall be the currency applicable to the territory of sales activity as outlined in the Pricing Schedule and User Guide. Lightning Source is authorized to manufacture the Print Title from any Market, however, sales will be limited to the territories of the currencies provided.
    1. Global Connect Program. The “Global Connect Program” is the program offered by LS which allows Publisher to sell Print Titles through select third-party printers located throughout the world. By enrolling a Print Title in the Global Connect Program, Publisher authorizes LS to make Publisher’s Print Titles available for sale, print, and distribution through third-party printers (the “Global Connect Channel(s)”). Publisher may elect to participate in the Global Connect Program for all current locations and all additional locations as they become available. As orders are received in a territory, LS will make the Print Title’s files available to a Global Connect Channel in that territory for one-time use. LS will transmit files to the Global Connect Channel using secure, encrypted connections. All files will be provided only on an as-ordered basis and deleted by the Global Connect Channel partner within a reasonable time thereafter. Once a Print Title is active in the Global Connect Program, Publisher may change the Print Title availability through its account or by contacting LS client services. Each Global Connect Channel is required to manufacture each book to substantially similar specifications to those produced by LS.
    2. Held Inventory Printing/ Orders. Publisher’s Print Title(s) shall be available for Held Inventory printing. Lightning Source may forecast demand for Publisher’s Print Titles and print anticipated quantities to meet that anticipated demand, during limited times, as reasonably anticipated by Lightning Source. “Held Inventory” means the Print Titles that are printed ahead of demand and stored by Lightning Source. The Held Inventory will be stored in Lightning Source’s and/or its affiliated company’s facilities and made available from such facilities based on Lightning Source’s demand schedule. Publisher will not be invoiced any print fees for such Held Inventory until a sale occurs. Upon a sale of Held Inventory through the Wholesale Services, Lightning Source will purchase the unit(s) as a Wholesale Services transaction. Held Inventory may also be available for Publisher’s Direct Distribution orders. Title shall pass for each purchased unit from Publisher to Lightning Source at time of the applicable order invoice by Lightning Source to Publisher. Lightning Source shall determine, on a case-by-case basis, the duration for Held Inventory availability. After such time, Publisher shall be provided the opportunity to purchase such remaining Held Inventory at a price agreeable to both Parties within fifteen (15) days of a sales notice. Any Held Inventory not purchased shall be reduced to recyclable material by Lightning Source.
  3. Share & Sell. “Share & Sell” is the program offered by Lightning Source which allows Publisher to generate shareable purchase links, via standard URL, QR code, and/or HTML embed tag (the “Purchase Links”) for Print Title(s) is a Wholesale service and paid in accordance with Section 8.1.1.1. The Purchase Links allow readers to purchase the Print Title at the price set by Publisher, subject to minimum pricing requirements, at the time the Purchase Link is created (the ”eCommerce Price”). Publisher will not be allowed to set an eCommerce Price that is less than the eCommerce Print Fees (defined in Section 8 below). Lightning Source may, in its sole discretion, limit the currency that Publisher may utilize when establishing an eCommerce Price. Publisher will have the ability to modify certain parameters related to the Purchase Links (e.g., orders per link, books per order, etc.) at the time of Purchase Link creation. Use of Share & Sell is limited to Publisher’s direct commercial use. Publisher is specifically not permitted to resell Purchase Links in anyway. Lightning Source will not provide Publisher with any consumer information for a purchaser of a Print Title through Share & Sell. Publisher participation in Share & Sell is limited to certain territories. Additionally, purchases made by readers can only be shipped to valid addresses within certain territories. A complete list of permitted territories can be found here. LS reserves the right to add or remove territory restrictions at any time in its sole discretion. PLEASE BE AWARE OF THESE TERRITORY RESTRICTIONS WHEN MARKETING YOUR TITLES.
2. Digital Distribution Services. The “Digital Distribution Services” are the services provided by LS giving Publisher the opportunity to make Digital Titles available to Resellers for distribution and sale to their customers. A “Reseller” is any wholesale, retail, or other account that distributes digital content. An “End User” is the ultimate consumer and/or purchaser of a Digital Title. The Digital Distribution Services are more fully explained in the User Guide. Where available, LS may make the Digital Distribution Services available to Publisher. By making a Digital Title and related metadata available to LS, Publisher elects to participate in the Digital Distribution Services and authorizes LS to make the Digital Titles (at LS’ discretion) available to Resellers for the purposes of selling, marketing, displaying and distributing Digital Titles to End Users. LS may distribute Digital Titles to all Resellers through some or all currently available sales models, which may be modified by LS from time to time. A current list of Resellers and sales models is available upon request. Where LS distributes Digital Titles, such distribution will be in accordance with the metadata. Publisher shall not directly or indirectly distribute Digital Titles to any Reseller outside of this Agreement.
  1. Distribution of Digital Title(s) to Amazon. Any distribution of Digital Title(s) by Publisher to Amazon are subject to additional terms and conditions, which can be found here. These terms and conditions are incorporated into this Agreement. You are not required to distribute Digital Titles to Amazon but can enable distribution within your account on the IngramSpark Site.
3. Additional Services. Lightning Source may make additional services and programs available to you through the IngramSpark Site.
4. General Information – IngramSpark Services
  1. Title Submission; Removal of Titles. Publisher shall submit Titles and all related metadata to Lightning Source in the designated format through the IngramSpark Site. Specific technical details are set forth in the User Guide. Publisher may withdraw a Title from Lightning Source at any time upon giving Lightning Source thirty (30) days written notice. Fees are not refundable if a Title is withdrawn from the database.
    LIGHTNING SOURCE SOLELY DETERMINES WHETHER OR NOT ANY TITLE SHOULD BE OR CONTINUE TO BE AVAILABLE THROUGH THE INGRAMSPARK SERVICES AND RESERVES THE RIGHT TO REMOVE ANY TITLE FOR ANY REASON.
    Therefore, Lightning Source, at its sole discretion, may immediately suspend or withdraw a Title without notice to Publisher, including but not limited to situations where: (1) Lightning Source has reason to believe that the Title, or any part thereof breaches any of Publisher’s obligations, representations, or warranties set forth in this Agreement; (2) Lightning Source receives a request from any Seller, distribution channel, customer, governmental authority, or other third party to remove the Title; or (3) the Title could reasonably cause liability to, or otherwise impact the business, status or reputation of Lightning Source, its parent, subsidiaries or affiliates or any of their respective officers, directors, employees, or agents.
    Notwithstanding the foregoing, LS may maintain archival copies of the Titles and, in the case of Digital Titles, may allow Resellers to retain such Digital Titles, as is necessary to permit continuing access for those End Users who had purchased copies of the Digital Titles prior to its withdrawal from sale or any termination or expiration of the Agreement. Lightning Source shall neither be responsible nor liable to Publisher in any manner for any third party’s failure to remove a Title, metadata, or related information from their websites after Lightning Source has cancelled that Title in its systems – this specifically includes, but not limited to, any Seller, distribution channel, or End User that (i) fails to remove a Title or metadata from its website, (ii) continues to advertise Titles, or (iii) that continue to solicit or to process orders for Titles that LS has removed from its catalog.
  2. Metadata; Territorial Rights. Publisher shall provide LS with metadata for Titles through the IngramSpark Site or as otherwise specified by Lightning Source. Metadata will include, but not be limited to, the ISBN or other unique identifier, title, author, publisher, list price, cover images, on sale date, original publication date, and territorial rights. Territorial rights for Print Titles are determined by the suggested retail price and wholesale discount provided to Lightning Source for the Market the Title is available from, as specified in the User Guide. Publisher shall expressly identify to LS the territorial rights and publication date for each Digital Title through the metadata. All Resellers will be provided the same publication date within a territory for each Digital Title. Resellers may accept pre-orders for Titles prior to the publication date. Publisher understands that it is the Seller’s sole obligation to comply with a Publisher’s publication date and agrees that Lightning Source will not be responsible for or liable as a result of any Seller’s failure to comply with the publication date.
  3. Content Security. Resellers may, but are not required to, apply commercially reasonable protections to the Digital Titles, which may include technology designed to help prevent unauthorized use and transfer of the content and reasonable protection against intellectual property infringement. Publisher acknowledges that such protections are provided and implemented by third parties and agrees that LS has no control over the provision of such protections. Publisher hereby releases LS from all liability resulting from any failure of such technology or protection.
  4. Promotional Content. For each Title, Publisher shall, at a minimum, provide Lightning Source and any Seller with the ability to use promotional content for the purposes of marketing and selling Titles as follows: (i) front and back cover image(s); (ii) table of contents; and (iii) up to twenty percent (20%) of the Title. Publisher understands and agrees that such promotional content may not be subject to any form of content security.
  5. Returns. All Print Titles designated to be sold, printed and distributed through the Direct Distribution Services and Global Connect Program are non-returnable. For Wholesale Services, Publisher shall designate the return status of its Print Titles as: (i) non-returnable, (ii) returnable and destroy, or (iii) returnable and deliver (where available). Return and deliver is only available in participating Markets.
    Lightning Source has the right to require Print Titles be non-returnable.
  Additional information regarding return status may be found in the User Guide. If Publisher designates any Print Title as returnable, returns will be made in accordance with Lightning Source’s then-current returns policy, as outlined in the User Guide. ANY TITLE FOUND BY LIGHTNING SOURCE, IN ITS SOLE DISCRETION, TO HAVE VIOLATED THE TERMS OF THIS AGREEMENT, OR ANY GUIDELINE SPECIFIED IN THE USER GUIDE, IS RETURNABLE REGARDLESS OF PUBLISHER DESIGNATION. IF PUBLISHER CHANGES THE STATUS FROM RETURNABLE TO NON-RETURNABLE, PUBLISHER WILL BE RESPONSIBLE FOR ANY RETURNS FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE CHANGE. Publisher will be responsible for any returns if Publisher changes the status from non-returnable to returnable. Changing the status from non-returnable to returnable may cause previously purchased Print Titles of the same ISBN to be returned, even where the Print Title was not originally available through Publisher or Lightning Source. Regardless of return status, Publisher agrees to reimburse Lightning Source for costs related to any Title returned due to inaccurate or incomplete Title set up requirements, claims of intellectual property infringement, violation of applicable laws, or where returns are made by Lightning Source customers alleging improper title information or misleading metadata, including without limiting, street date or publication date differences from the original publication date of a book with the same title, or other misleading or inappropriate information. In the event Lightning Source has previously paid Publisher Compensation for a Printed Title which is later returned, Publisher hereby agrees Lightning Source is permitted to hold all further Publisher Compensation and use such Publisher Compensation to offset such previously paid Publisher Compensation against any amounts Lightning Source may owe Publisher, as a reserve against Publisher indemnity obligations, or alternatively require you to immediately remit payment to Lightning Source for the returned unit. Digital Titles distributed through the Digital Distribution Services are returnable. While Lightning Source does not routinely perform automatic compensation withholding for returns, Lightning Source reserves the right, which the Publisher hereby agrees: (i) to withhold Publisher Compensation and/or Digital Compensation, (ii) invoice Publisher a reasonably determined returns reserve; and/ or (iii) to offset the Publisher Compensation and/or Digital Compensation for returns, on a case-by-case basis. Such returns withholding shall be based on figures including, but not limited to, sell-through percentages of similar titles and applicable debit balances and credit risk. Lightning Source shall use any Publisher Compensation and/or Digital Compensation against which to apply return reserves withholding, including a reasonable assessment for ongoing sales and will regularly reassess the returns reserve withholding amount as appropriate.
  1. Risk of Loss in Transportation. Risk of damage and/or loss of Publisher’s book shall pass to Publisher upon delivery of books to the carrier at the Lightning Source dock, except where the Publisher or Publisher’s customer’s orders are shipped on a prepaid basis and Lightning Source selected the transportation arrangements.
  2. Defective Books; Correction of Errors. Lightning Source will replace, at its own cost, any printed books that do not meet the quality standards set forth in the User Guide due to a manufacturing defect. Publisher acknowledges that errors (such as mis-shipments, quantity/title discrepancies, or missed delivery dates) may occur from time to time in the normal, ongoing course of business. If an error occurs, and the error is Lightning Source’s fault, it will be corrected by Lightning Source, at no cost to the Publisher, by re-shipment, arranging for the return shipment, or reimbursing the Publisher for the incurred standard or premium freight charges. These shall be Publisher’s exclusive remedies for errors and Lightning Source shall have no further liability for any such errors.
LICENSES.
1. License to use IngramSpark Site. LS grants Publisher a revocable, limited, non-exclusive, non-transferable license to use the IngramSpark services for its own internal business purposes and only for the purpose specified in this Agreement. Publisher’s use of the IngramSpark services is conditioned on its continued compliance with all terms and conditions contained in this Agreement. Publisher may download materials and information from the IngramSpark Site solely for its own internal business use, provided that all copies retain all copyright and other applicable notices contained in such materials and information. PUBLISHER IS NOT PERMITTED TO USE THE NAME, BRAND, TRADEMARKS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF LIGHTNING SOURCE OR IT’S AFFILIATES, INCLUDING BUT NOT LIMITED TO THE INGRAMSPARK NAME OR LOGO, OR TO OTHERWISE MARKET OR RESELL ANY OF THE INGRAMSPARK SERVICES.
2. License to Perform IngramSpark Services. Publisher hereby grants Lightning Source a non-exclusive, transferable and sublicensable, irrevocable (except as set forth in Section 4: Term; Termination), worldwide license to: (a) print or cause to be printed, Publisher’s and/or Lightning Source’s customer orders, either on-demand or in anticipation thereof, (b) advertise and/or market Titles, (c) display Publisher trademarks and logos in the form provided to Lightning Source or as are provided in the Titles, (d) distribute, reproduce, and store Titles, and (e) provide the services in accordance with this Agreement during the term of this Agreement. The rights granted to Lightning Source are sublicensable to our affiliated and subsidiary companies, and those commonly known as Ingram Content Group companies, and includes platforms owned or controlled by Ingram Content Group companies, including without limiting, websites and applications. Additionally, the license granted to Lightning Source includes the right; (a) to store Titles within the Lightning Source digital storage systems (whether owned or licensed), (b) to reformat the Titles as necessary to fulfill Lightning Source obligations and provide the services, including, without limiting; (i) to convert physical and digital Titles to our electronic file formats, (ii) to edit, modify, reproduce, and use Title metadata provided or acquired in our sole discretion, including enhancing portions of the Title file and metadata for purposes of advertising, marketing, and selling Titles (whether physical or electronic formats), (c) to use Title metadata for the purpose of fulfilling Lightning Source obligations and enhancing our services, (d) to transmit metadata to third parties, (e) to advertise Titles or generally make Titles known to potential customers, (f) to index Titles within Lightning Source or those of our affiliated companies systems and, (g) the right to display electronically limited portions of the Title for the purpose of advertising, sales, providing the Services, and enhancing services. The rights granted herein regarding Title metadata, whether provided by Publisher or otherwise enhanced or modified by Lightning Source, including those enhanced limited portions of the content, is perpetual, and notwithstanding anything else to the contrary, the metadata rights shall survive any termination of this Agreement.
REPORTING.
1. Print on Demand Services. All sales will be accounted for and included on Publisher’s current Publisher Compensation statements. Publisher’s monthly sales reports will account for and reflect Print Titles sold, printed, and distributed via Global Connect Program by territory. Lightning Source may make wholesale purchases in multiple transaction currencies based on pricing established by Publisher for each Print Title. Sales will be reported, and print charges deducted, in the currency of the sale. Print charges will be based on the then-current Pricing Schedule of the Lightning Source entity that makes the sale. All Global Connect transactions will be reported in USD. All Share & Sell transactions will be reported in the same currency of the eCommerce Price for the particular transaction. If no sales occur in any given month, Publisher will not receive reporting for that month.
2. Digital Distribution Services. LS will provide Publisher with monthly sales reports for Digital Titles. Final sales reports will be issued by the tenth (10th) business day of the following month. All reports received from Resellers and processed during the previous month will be included on the final sales reports. In the event a Reseller fails to submit a monthly report by the month-end cut-off, the related sales will be reported in the following month. Sales will be reported to Publisher in the currencies authorized for each market by the Publisher as communicated in the metadata. Amounts reported in currencies that are not the Publisher’s preferred payment currency will be converted to Publisher’s preferred payment currency using conversion rates provided by LS’s independent third-party exchange rate information service, provided, however, that the preferred sales and payment currencies are among the standard currencies that are supported by LS for reporting and payment. All amounts are converted to Publisher’s preferred payment currency on the last day of the LS accounting month of the then-current sales reporting period. In the event no Resellers reported sales of Digital Titles during a month, Publisher will not receive reporting for that month.
FEES; PAYMENT TERMS.
1. IngramSpark Fees.
  1. Print on Demand Fees. Publisher shall pay Lightning Source for all printing charges, service and storage fees (listed on the Pricing and Services Guide) freight and postal charges, and any taxes that may be applicable during the term of this Agreement. Lightning Source will provide Publisher with invoices detailing the fees and expenses for Print on Demand Services. Publisher authorizes Lightning Source to charge Publisher’s credit card for payment upon order submission. When placing Direct Distribution orders on the IngramSpark Site, Publisher will select which Lightning Source party, or other third-party printer as made available by Lightning Source, the order is being placed with. All pricing will be quoted in the currency and applicable Pricing and Services Guide of the chosen operating unit. For example, where Publisher chooses ICGUK, Publisher may choose either GBP or Euro as their preferred currency. Publisher will be responsible for any applicable foreign transaction or currency conversion fees that may be charged by Publisher’s credit card company if Publisher’s credit card is denominated in a currency other than the currency of the chosen operating unit.
    1. Share & Sell Fees. For each Print Title ordered through Share & Sell, as a Wholesale service, Publisher shall pay Lightning Source (i) the then-current print on demand fees as set forth in Section 8.1.1, including but not limited to printing charges, service fees (listed on the Pricing and Services Guide), and any taxes that may be applicable plus (ii) the then-current Share and Sell print fulfillment fee specified by Lightning Source at the time of Purchase Link creation (collectively, the “eCommerce Print Fees”). Readers who purchase a Print Title through a Purchase Link will be responsible for paying applicable sales tax and shipping fees for each order. Lightning Source will calculate and collect applicable sales tax from the purchaser and remit collected taxes to the appropriate authorities.
  2. Digital Distribution Fees. Publisher shall pay Lightning Source the Digital Distribution Fee equal to fifteen percent (15%) of Net Sales for all sales through the Digital Distribution Services. “Net Sales” are the aggregate amount received by Lightning Source resulting from sales of all Digital Titles to or through Resellers during a given month, less any refunds credited back to Lightning Source by the Publisher for any Digital Title returned to a Reseller by an End User.
2. Payment Terms. Lightning Source will provide Publisher with invoices outlining the fees for all services provided for in this Agreement and Publisher will make payment by valid credit card and hereby authorizes Lightning Source to charge Publisher’s credit card for any services requested or ordered by Publisher, which may include, without limitation, title setup, revision, file conversion, order submission, marketing services and other fees associated with this program. Certain fees may not be charged immediately. If Publisher’s credit card is not authorized, is declined, or if Publisher later disputes valid charges, Lightning Source may, at its sole option, discontinue any and all services under this Agreement until payment is received, or at its option may immediately terminate this Agreement. Publisher further agrees that all past due invoices will be subject to a late charge of 1.5% per month (18% per annum) and any delinquent accounts may be turned over to a collection agency for the purpose of collecting such unpaid debts. If Publisher fails to repay an account deficit, Lightning Source reserves the right to deduct any such amount from any compensation otherwise owed to Publisher. Any collection fees, including but not limited to attorney’s fees and costs, whether incurred by Lightning Source or a collection agency, will be payable by Publisher if the Publisher’s account becomes delinquent. Publisher will choose a preferred payment currency among the options available on the LS web site and provide bank account details upon account setup. Any amount referred to in this Agreement which is relevant in determining a payment to be made is, unless indicated otherwise, a reference to that amount expressed on a tax exclusive basis. Publisher shall remain responsible for any royalty or other compensation or fees due to the authors or owners of the Titles.
3. Seller Credit. Lightning Source will manage the credit risks for sales to Sellers and other business partners and shall have the right to establish credit limits, determine credit worthiness and establish the date payment is due. Lightning Source will use commercially reasonable credit management and collection practices and Lightning Source shall have the option, at its sole discretion, to discontinue sales to any Seller or other business partner that fails to meet Lightning Source’s credit and collection requirements. In the event a Seller or business partner’s account is uncollectible, Publisher shall be responsible for its portion of the resulting loss from that Seller or distribution channel’s account. Publisher Compensation and Digital Compensation are not payable unless the Seller pays Lightning Source. LS will charge back Publisher’s portion of the uncollectible amount against Publisher Compensation and Digital Compensation following the month a Seller or business partner’s account becomes uncollectible. If Publisher Compensation and Digital Compensation are insufficient to cover the uncollectible amount, Lightning Source will issue an invoice to the Publisher for any shortfall and the Publisher will pay such invoices within thirty (30) days of the invoice date.
4. Currency; Price Increases. Unless stated otherwise, obligations involving the payment of money shall be determined by the Lightning Source entity’s currency invoiced; USD, GBP, and AUD. Title revisions and e-Book conversion services will only be invoiced in USD. Price changes may occur upon notice to Publisher.
5. Offset for Past Due Balances. In the event Publisher fails to pay any amounts owed Lightning Source within five (5) business days after receiving a notice of non-payment (the “Original Notice”), Lightning Source reserves the right to place a payment hold on any other account Publisher may have with Lightning Source or any of its affiliated companies (collectively the “Ingram Entities”) until such time as Publisher’s past due amounts are paid. Lightning Source reserves the right, and Publisher hereby agrees, Lightning Source will retain any amounts payable to Publisher from any other Publisher account with the Ingram Entities in the event Publisher’s past due amounts are not paid within fifteen (15) days after Lightning Source sends the Original Notice and such funds shall be used to credit any past due payments owed any of the Ingram Entities. Additionally, the Ingram Entities each have the right to offset against any amounts payable by any of the Ingram Entities.
COMPENSATION.
1. Publisher Compensation. Publisher will be paid for each Print Title printed and sold through the Wholesale Services. “Publisher Compensation” means the amount payable to Publisher for each book printed and sold by Lightning Source to a Seller, and will be an amount equal to the suggested retail price minus the wholesale discount minus the cost of printing, as specified in the Pricing and Services Guide at the time of purchase, in addition to the other applicable fees, for example the Share & Sell fees. Upon payment from the Seller and subject to Section 8.5, Publisher Compensation will be paid to Publisher within ninety (90) days following the end of the month in which such sales were made. Any amounts due will be converted to Publisher’s preferred payment currency at the end of each sales period using exchange rates provided by our independent third-party exchange rate information service. Publisher authorizes Lightning Source to electronically deposit such amounts into Publisher’s designated bank or other payment account (as made available by Lightning Source).
  1. Global Connect Program License Fee. Publisher will be paid a fee for each book printed and sold by LS through a Global Connect Channel in each applicable territory where paid by the Global Connect Channel. The fee will be determined by Publisher’s current US list price (or the suggested retail list price as provided by Publisher in US dollars) less the wholesale discount less the then-current standard print pricing.
  2. Share & Sell Compensation. For each Print Title printed and sold through the eCommerce Program, Lightning Source will remit to Publisher the eCommerce Price less the eCommerce Print Fees (the “eCommerce Compensation”). Any eCommerce Compensation that is due to Publisher will be paid within ninety (90) days following the end of the month in which such sales were made.
2. Digital Compensation. “Digital Compensation” means the amount payable to Publisher for Digital Titles sold through the Digital Distribution Services and will be an amount equal to Net Sales less the Digital Distribution Fee. LS will account for Net Sales of Digital Titles reported by Resellers within that accounting month. LS will remit the Digital Compensation to Publisher ninety (90) days after the end of the month in which Net Sales were reported and paid to LS by Resellers.
TAXES. Each Party shall be responsible for any tax liability it incurs due to the performance of its duties under this Agreement for all transactions as outlined in the following documents, which are incorporated into this Agreement.
1. Print on Demand Services.
2. Digital Distribution Services. LS Digital Tax
REPRESENTATIONS & WARRANTIES; WARRANTY DISCLAIMERS.
1. Publisher Representations and Warranties: The Publisher represents and warrants that: (i) it has all necessary worldwide rights to enter into this Agreement; (ii) it has and will continue to provide complete and accurate account and title information, (iii) it is the owner of, or has lawfully obtained the legal authority from the authors or owners of, each of the Titles and all copyrights related thereto, in order to print, or have printed, and to distribute, or have distributed, the Titles in accordance with the terms of this Agreement; (iv) the Titles can be sold, marketed, displayed, distributed, and/or otherwise promoted by Lightning Source without violating or infringing the rights of any other person or entity, including without limitation, infringing any copyright, moral right, trademark, trade name, patent, right of privacy, right of publicity, right of anonymity, or any other intellectual or industrial property right, title, or interest of any party or entity; (v) the Titles are not libelous, defamatory, obscene; (vi) the metadata accurately identifies the content of any book with appropriate and accurate title names (vii) any content provided does not and shall not contain any viruses, Trojan horses, trap doors, worms or any other malicious computer programming routines that might damage a computer system, (viii) any content provided does not and shall not contain any disabling devices or code which could be capable of preventing any business partner’s, Reseller’s or any End User’s use of the Titles and/or materially impairing the processing environment of any Reseller, End User, or other third party, (ix) the Titles do not violate any applicable laws, rules, ordinances or regulations, including without limitation any export controls as amended from time to time, (x) do not and shall not contain any recipes, formulae or instructions that, if implemented, might be injurious to users, and (xi) Publisher will comply with all applicable laws, rules, ordinances or regulations. The Publisher herein accepts sole and absolute liability for any inaccurate representation or warranty under this Section 11.1. In no event shall Lightning Source be liable for the Publisher’s failure of or any breach of its obligations hereunder. Additionally, and without limitation, the Publisher represents and warrants that it is responsible for the payment of royalties owed to its authors or rights holders and will hold Lightning Source harmless for any claims brought against it for royalties. Publisher will promptly notify Lightning Source in writing if it receives or otherwise becomes aware of an action alleging facts which, if true, would be a breach of any of the foregoing representations or warranties.
2. Lightning Source Warranties: Lightning Source represents that (i) LS, ICGUK, and ICGAU are each a company, duly organized, validly existing and in good standing; (ii) it has the rights, power and privileges to execute, deliver and perform its obligations under this Agreement; (iii) the Print Titles that are printed shall materially conform to the standards established in the User Guide; and (iv) the delivery and performance of this Agreement have been duly authorized by Lightning Source.
3. Warranty Disclaimer. EXCEPT AS EXPLICITLY STATED HEREIN, ALL SERVICES AND PRODUCTS (IF ANY) PROVIDED BY LIGHTNING SOURCE UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS-IS” BASIS AND LIGHTNING SOURCE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LIGHTNING SOURCE DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS (IF ANY) PROVIDED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE. LIGHTNING SOURCE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LIGHTNING SOURCE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PRODUCTS (IF ANY), OR THE PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PUBLISHER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. LIGHTNING SOURCE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE MAINTENANCE OF ANY RELATIONSHIP WITH ANY BUSINESS PARTNER OR SELLER.
INDEMNIFICATION. Publisher shall indemnify, defend, and hold harmless Lightning Source and its affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, a “LS Indemnitee”) from and against any and all damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by such LS Indemnitee resulting from any action by a third party to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any processing of Customer Data by or on behalf of Lightning Source in accordance with this Agreement; (b) any Titles, metadata, other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Publisher or any Authorized User, including Lightning Source’s compliance with any specifications or directions provided by or on behalf of Publisher or any Authorized User; (c) allegation of facts that, if true, would constitute Publisher’s breach of any of its representations, warranties, covenants, or obligations under this Agreement; (d) any action by an Authorized User that is not permitted under this Agreement; (e) any failure to maintain Publisher’s access and security obligations; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Publisher, an Authorized User, or any third party acting on behalf of or through Publisher or any Authorized User, in connection with this Agreement. Publisher hereby grants to Lightning Source, the authority to withhold any Publisher Compensation and Digital Compensation until any action has been fully and completely resolved. This section shall survive any expiration or termination of this Agreement.
LIMITATION OF LIABILITY. Neither Party’s liability for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors or for fraudulent misrepresentation is excluded or limited by this Agreement. Specifically excluding Publisher’s indemnification obligations, neither Party shall be liable (whether for breach of contract, negligence or for any other reason) for any; (i) loss of profits; (ii) loss of sales; (iii) loss of revenue; (iv) loss or waste of management or staff time, or interruption to business; (v) indirect, consequential or special loss, even if the Parties have been advised of the possibility of such losses. Lightning Source’ total liability under this Agreement shall not exceed the sum of Five Hundred Dollars ($500). The Parties hereby acknowledge that the mutual covenants and agreements set forth in this Agreement reflect this allocation of risk.
Confidentiality. Publisher promises and agrees to receive and hold Confidential Information in confidence and will protect the confidential and proprietary information of Lightning Source through the exercise of no less protection and care than it customarily uses in safeguarding its own confidential and proprietary information that it desires to retain in confidence, and in all cases, through the exercise of reasonable care. Publisher further agrees not to disclose Confidential Information to any third parties, except as required by law. “Confidential Information” means all non-public technical and nontechnical information concerning past, present, and future business practices, whether conveyed or distributed through oral, written, or recorded methods. Confidential Information shall include without limitation, all documents, software, reports, data, records, customer and customer lists, business plans, finances, technologies (whether owned or licensed), intellectual property, internal structure, resources, products or service offerings, promotional and marketing plans, trade secrets, forms and other materials, third party information related to this Agreement, or information obtained by Publisher in the course of this Agreement that (i) derives actual or potential independent economic value from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (ii) that the Lightning Source designates as confidential, or that given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information does not include information which Publisher demonstrates by its written records, (i) was in Publisher’s possession or was independently developed by Publisher before receipt from Lightning Source; (ii) is or becomes a matter of general public knowledge through no action or fault of Publisher; (iii) is rightfully received by Publisher from a third party without a duty of confidentiality, or (iv) was independently developed by persons under the control of Publisher who had no access to the Confidential Information.
GENERAL PROVISIONS.
1. Notices. Notices from LS to Publisher will be delivered via electronic mail to Publisher’s contact on file. Any notice Publisher is required to provide to LS must be in writing and given (i) by delivery in person (ii) by a nationally recognized next day courier service, (iii) by first class, registered or certified mail, postage prepaid, and delivered to Lightning Source using the addresses provided below:
  Lightning Source LLC
  Attn: Legal Department
  14 Ingram Boulevard
  La Vergne, TN 37086
  legal@ingramcontent.com
  All notices will be effective on the date of delivery.
2. Assignment. Publisher may not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder or any portion thereof without prior written approval of Lightning Source. This Agreement will be binding on and inure to the benefit of Publisher and Lightning Source and their respective permitted successors and assigns.
3. Use of Third Parties. Publisher agrees that Lightning Source, in its sole discretion, may use third parties to provide any of the services to Publisher, which may include, without limitation, third party customer service providers or third-party content conversion providers.
4. Force Majeure. Any delay or failure of a Party to perform its obligations under this Agreement (excluding obligations to make payment of money due) shall be excused if and to the extent that such delay or failure is caused by an event beyond the reasonable control of the non-performing party, including without limitation, any act of God, pandemic, epidemic, actions by any government authority, fires, floods, natural disasters, riots, wars, terrorism, vandalism, labor problems (including lockouts, strikes, and slowdowns), failure of or interruptions in telecommunications or data transmission systems, or the inability to obtain materials, labor, equipment or transportation.
5. Choice of Law; Jurisdiction; Venue. With respect to any claims that may arise related to the performance under this Agreement with LS, this Agreement shall be interpreted and enforced in accordance with the laws of the State of Tennessee and Article 2 of the Uniform Commercial Code as enacted in the State of Tennessee as amended from time to time, and the parties hereto agree, at such time, to recognize and submit to the jurisdiction and venue of the Federal and/or State Courts located in the State of Tennessee. With respect to any claims that arise related to the performance under this Agreement with ICGUK, this Agreement will be interpreted and enforced in accordance with the laws of England and Wales and the parties hereto agree, at such time to recognize and submit to the jurisdiction and venue of the courts of England and Wales. With respect to any claims that may arise under this Agreement with ICGAU, this Agreement will be interpreted and enforced in accordance with the laws of the state of Victoria in Australia and the parties hereto agree, at such time, to recognize and submit to the jurisdiction and venue of the courts of Victoria in Australia. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sales of Goods (CISG), the parties expressly exclude application of the CISG in its entirety to this Agreement. Publisher expressly waives the right to participate as a representative or member of any class of claimants pertaining to any dispute arising from or as a result of this Agreement.
6. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the validity or enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. Status. Except to the extent that this Agreement expressly provides otherwise, nothing in this Agreement shall or is intended to create a partnership or joint venture between the Parties, constitute one Party as agent of the other or give either Party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other Party. Neither Party may act as if it were or represent (expressly or by implying it) that it is, an agent of the other or has such authority. Each Party confirms that, in entering into and performing this agreement, it is acting as principal and not as the agent of any undisclosed third-party principal. A person who is not a Party to this agreement shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
9. Bribery. Neither the Publisher nor any of its subsidiaries, nor any director, officer, employee, or agent thereof, in each case acting in their capacity as such, has, within the last five (5) years, either directly or indirectly through any third party, (i) made, promised, offered or authorized any unlawful payment or gift to or for the benefit of any foreign or domestic government official or employee, political party or candidate for political office; (ii) violated or is in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), the U.K. Bribery Act 2010, or any other anti-bribery or anti-corruption law of any other jurisdiction in which the Publisher operates its business, including, in each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), or (iii) otherwise made any unlawful bribe, payoff, influence payment, or kickback in violation of the Anti-Bribery Laws; and the Publisher and each of its respective subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve material compliance with the Anti-Bribery Laws, and (iv) the Publisher will at all times comply with the Anti-Bribery Laws.
10. Entire Agreement. This Agreement supersedes and replaces all previous versions of this Agreement or any other agreement between some or all of the parties concerning the IngramSpark Services. Each Party acknowledges that it has read this Agreement, together with all hyperlinked terms contained in this Agreement, understands all terms contained herein and therein, agrees to be bound by such terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, understandings and all other agreements, oral and written. Publisher consents to the use of electronic means to complete this Agreement and to provide you with any notices Lightning Source gives you in relation to this Agreement.

Wisteraverse

Wednesday, June 18, 2025

Do they really expect you to read and understand all this legal text or are they just betting you agree without!

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Rest in Peace my little boy

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