Vendor Terms and Conditions for Artists – BookCoverly.com
Parties
(1) Cover artist who agrees to the terms of this Agreement by ticking the relevant box when registering (VENDOR)
(2) BookCoverly.com (DISTRIBUTOR).
Background
(A) The Distributor operates a company that offers premade cover designs for sale, referred to as “Premades.” These Premades comprise of one or more photographs or artworks, and they are accessible for purchase. The Distributor facilitates the sale of these Premades through a website managed by the Distributor.
(B) The Premades are crafted by the Vendors, who desire to designate the Distributor as the distributor for the Premades. This involves overseeing the sale and promotion of the Premades, with the specific terms and conditions outlined in this agreement.
It is therefore agreed as follows:
Definitions and Interpretation The definitions and rules of interpretation in this clause apply in this Agreement and Background.
Commencement Date means the Vendor registry date on the Website.
1. Introduction
1.1 By becoming a Vendor and submitting premade covers for sale on our platform, you agree to comply with the terms and conditions outlined herein.
2. Vendor Eligibility
2.1 To become a Vendor on BookCoverly.com, you must be at least 18 years old and possess the legal capacity to enter into a contract.
2.2 You must submit accurate and complete information during the Vendor registration process.
3. Submission of Premade Covers
3.1 By submitting premade covers to BookCoverly.com, you confirm that you are the original creator of the artwork and hold all necessary rights to sell the covers.
3.2 You grant BookCoverly.com a non-exclusive license to display, market, and sell your premade covers on the Website.
3.3 BookCoverly.com reserves the right to review and approve or reject any submitted covers based on quality, appropriateness, or other criteria determined by BookCoverly.com in its sole discretion.
4. Pricing and Payment
4.1 As a Vendor, you have the discretion to set the sale price of your premade covers.
4.2 BookCoverly.com will handle the transaction process and will deduct a commission as specified in the Vendor commission agreement.
4.3 Payment to Vendor will be made on a regular basis, as outlined in the Vendor payment schedule.
5. License to Buyers
5.1 When a buyer purchases a premade cover, they are granted a non-exclusive license to use the cover for their book.
5.2 Vendors retain the copyright to their premade covers, and buyers may not resell or redistribute the covers.
6. Representations and Warranties
6.1 By submitting premade covers, you represent and warrant that the covers are your original work, and you have the right to sell them.
6.2 You agree to indemnify and hold BookCoverly.com harmless from any claims, damages, or liabilities arising out of the sale or use of your premade covers.
7. Termination
7.1 BookCoverly.com reserves the right to terminate your Vendor account at any time, with or without cause.
7.2 In the event of termination, any outstanding payments will be processed in accordance with the payment schedule.
8. Modification of Terms
8.1 BookCoverly.com may modify these terms at any time by providing notice to Vendors.
8.2 Your continued use of the Website following such modifications constitutes your acceptance of the updated terms.
9. Governing Law
9.1 These terms and conditions are governed by the laws of Indiana, USA and any disputes shall be resolved in the courts of Indiana, USA.
10. No Partnership or Agency
10.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
10.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
11. Vendor Status with Distributor
11.1 Vendor acknowledges and agrees that their relationship with the Company is that of an independent contractor. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other form of association between the Company and the Vendor.
11.2 Business Independence: Vendor operates as a separate and independent business entity. The Company shall not exercise control or direction over the Vendor’s business operations, employees, or methods of performing services, except as expressly provided in this Agreement.
11.3 No Employee Benefits: Vendor understands and acknowledges that they are not entitled to any employee benefits offered by the Distributor, including but not limited to health insurance, retirement benefits, or any other benefits afforded to employees of the Company.
11.4 Liability and Indemnification: Vendor agrees to indemnify and hold the Company harmless from any and all claims, liabilities, costs, and expenses arising out of or related to the Vendor’s business activities, including but not limited to any actions, errors, or omissions committed by the Vendor or their agents.
11.5 Tax Responsibility: Vendor is solely responsible for all taxes, including income taxes, self-employment taxes, and any other taxes associated with the Vendor’s business. The Company shall not withhold or remit any taxes on behalf of the Vendor.
11.6 Insurance: Vendor shall obtain and maintain appropriate insurance coverage for their business activities, including but not limited to liability insurance, workers’ compensation insurance, and any other insurance required by law or industry standards.
11.7 Non-exclusivity: This Agreement does not establish an exclusive relationship between the Company and the Vendor. The Vendor is free to engage in similar business activities with other entities during and after the term of this Agreement.
12. Limitation of Liability Exceptions
12.1 Neither party excludes or limits liability to the other party for:
12.1.1 Fraud or fraudulent misrepresentation;
12.1.2 Death or personal injury caused by negligence; or
12.1.3 Any matter in respect of which it would be unlawful for the parties to exclude liability.
12.2 General Limitations The Distributor shall not, under any circumstances, be liable, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution, or otherwise, for:
12.2.1 Any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation, or goodwill;
12.2.2 Any loss or corruption (whether direct or indirect) of data or information;
12.2.3 Loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
12.2.4 Any loss or liability (whether direct or indirect) under or in relation to any other contract.
12.3 The total liability of the Distributor arising out of or in connection with this agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by the Vendor to the Distributor under this agreement in the twelve (12) months preceding the date on which the claim arose.
12.4 Allocation of Risk The limitations on liability in this section are agreed allocations of risk between the parties, taking into consideration the nature of the transactions contemplated under this agreement and the respective benefits and burdens conferred upon each party.
13. AI Imagery Usage
Distributor acknowledges that certain book cover designs provided by the Vendor may incorporate artificial intelligence (AI) generated imagery. The use of AI imagery is subject to the terms and conditions set forth as stated:
13.1 MidJourney Account Requirement: Vendor agrees that the use of AI imagery for premade book cover designs is currently only permissible with an active and paid MidJourney account. Vendor shall not utilize AI-generated images for book covers without a valid and paid account with MidJourney.
13.2 Account Security: Vendor is responsible for maintaining the security and confidentiality of their MidJourney account credentials. Any unauthorized access or use of the Vendor’s account is the sole responsibility of the Vendor.
13.3 Fraudulent AI Usage: Vendor acknowledges and agrees that any fraudulent or unauthorized use of AI imagery, including but not limited to the use of stolen account information, is strictly prohibited. The Distributor shall not be held responsible for any consequences arising from such fraudulent or unauthorized usage.
13.4 AI Disclosure to Client: Vendor hereby agrees to assume full responsibility for ensuring comprehensive disclosure to their clients regarding the utilization of AI-generated imagery in the premade cover designs offered. This disclosure obligation encompasses providing detailed and transparent information to clients regarding the incorporation of artificial intelligence in the creation of the cover designs. Further, Vendor acknowledges that accurate and complete disclosure is essential for transparency and compliance with legal and ethical standards in the distribution and sale of Premades incorporating AI technology.
13.4 Prohibited Activities: Vendor shall not engage in any activities that violate applicable laws, regulations, or the rights of third parties while using AI imagery for premade book cover designs.
13.5 Liability Limitation: Distributor shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of the usage of AI imagery, even if Distributor has been advised of the possibility of such damages.
13.6 Termination: Distributor reserves the right to terminate Vendor’s account in the event of any breach of this Agreement.
14. Force Majure
12.1 In the event that either party is unable to fulfill its obligations under this agreement due to circumstances beyond its reasonable control, neither party shall be considered in breach of the agreement nor be held liable for the delay or failure to perform.
15. Waiver
13.1 The failure or delay of a party to exercise any right or remedy provided under this agreement or by law does not constitute a waiver of that or any other right or remedy. It also does not limit the party’s ability to exercise such rights or remedies in the future, and partial exercises do not restrict further actions.
16. Remedies
16.1 The rights and remedies outlined in this Agreement are not exclusive and are in addition to any rights or remedies provided by law unless expressly stated otherwise in this Agreement.
16.2 Each party acknowledges that it does not rely on any representation or warranty not explicitly stated in this Agreement, and no remedies are available for innocent or negligent misrepresentation based on any statement in this agreement.
17. Variation
No changes to this Agreement are effective unless in writing and signed by the parties (or their authorized representatives) unless expressly stated otherwise in this Agreement.
18. Severance
18.1 If any provision of this agreement becomes invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary for validity. If modification is not possible, the provision shall be deleted, without affecting the rest of the agreement’s validity.
18.2 If any provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to amend it, seeking to make it legal, valid, and enforceable while achieving the intended commercial result.
18.3 Each party confirms it acts on its behalf, not for the benefit of others.
19. Third Party Rights
A person not party to this agreement has no rights to enforce any term of this agreement.
20. Governing Law
20.1 This Agreement, along with any disputes or claims, is governed by and construed in accordance with the laws of Indiana, USA.
21. Jurisdiction Both parties agree that the Indiana, USA courts exclusively have jurisdiction to settle any disputes or claims arising from this agreement, including non-contractual disputes or claims.
22. Entire Agreement This Agreement is the complete understanding between the parties, supplanting all prior discussions, correspondence, negotiations, arrangements, and agreements concerning its subject matter.
By becoming a Vendor on BookCoverly.com, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.
Last Updated: 11/29/2023
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