Publishing Contract

The following outlines the relationship between you and Inkshares with respect to both the publishing of your book and the management of adjacent rights such as licensing for foreign publication, audiobook publication, or adaptation for television or film.

Please read this contract thoroughly. It’ll only take 5 minutes.

Your book is important. It’s not just a commercial object—it’s an artistic expression. For many, it’s a lifelong dream. And it’s a representation of you, the author. This contract recognizes how important it is for you, as the author, to understand every detail of these terms before making a decision about the right publishing path for your book. As opposed to traditional publishing contracts, it is as brief, clear, and straightforward as possible, so that it will be understandable if you don’t have a lawyer representing you. If you have additional questions after reading this contract, please let us know at lawyer@inkshares.com.

This is a book-publishing contract.

You write; we publish. You agree to collaborate with our editorial team and provide us with a finished manuscript. Contingent on a successful crowdfunding campaign (i.e., one that meets or exceeds the pre-order threshold designated by Inkshares), we agree to print, publish, and sell your book (we use “we” throughout this contract to refer to Inkshares).

You grant us the right to publish your book. You grant Inkshares the exclusive, irrevocable, and transferable right to print, publish, and sell your work worldwide, in both electronic and print format. Note well, a crowdfunding campaign that does not meet the pre-order threshold shall not result in the transfer of such rights to Inkshares. By “print, publish, and sell,” we mean to create electronic and physical copies, and to distribute, directly or in collaboration with third parties, on either a wholesale or retail basis. If Inkshares elects to transfer its rights under this agreement, the transferee will be similarly bound by the terms of this agreement.

Inkshares term of exclusivity. After a period of ten years from the date of initial publication, Inkshares' exclusive right to print, publish and sell your book work worldwide shall become a non-exlusive right.

Quill term of exclusivity. After a period of two years from the date of initial publication, Inkshares' exclusive right to print, publish and sell your book work worldwide shall become a non-exlusive right.

Throughout this agreement, you will see the terms "book" and "work" used interchangeably. By "book" or "work" we mean the literary product which you are seeking to publish. It also includes any book or work bearing a reasonable resemblance to the literary product contemplated by your pre-order campaign. It does not include any sequels.

This contract binds you and Inkshares.

You may not assign your responsibilities to a third party except as agreed to in writing by Inkshares. This contract binds your successors-in-interest. If you and Inkshares agree to an assignment under the terms of this agreement, then this contract also binds your assignees.

This contract binds Inkshares, but it does not bind third parties with whom Inkshares partners, such as editors, designers, distributors, or retailers.

Us.

Contingent on a successful crowdfunding campaign, or meeting the criteria of a specific contest, Inkshares agrees to “print, publish, and sell” your book. Inkshares’ obligations and responsibilities related to printing, publishing, and selling your book are laid out here.

Editorial and Design. Inkshares works with industry-leading editorial and book-design professionals, both employed at Inkshares and independently contracted. We will provide these editors and book-design professionals to you as part of a creative team that will support you. Final decisions regarding design, editorial changes, branding, or content shall be made by you, in good faith.

Print. Inkshares agrees to print an initial run of units equal to the number of pre-orders and orders received prior to the date of that run. At our discretion, we may fund a larger run, or subsequent runs, at our own expense.

Digital. Inkshares will create a digital copy of your book suitable for distribution in “mobi” (Amazon) and “epub” (Apple, everyone else) formats. As new formats arise and gain use, we may, at our discretion, create digital copies in other formats.

Distribution. Inkshares agrees to distribute your book. We distribute books in both digital and print format. We distribute in digital format to major online vendors, using both direct and third-party digital distribution. We distribute in print format to bookstores, both directly, in the case of bulk preorders, and indirectly, through our strategic partners. We sell and distribute books to both online and brick-and-mortar retailers and wholesalers. We reserve the right to distribute directly via Inkshares.com. Importantly, like any publisher, Inkshares cannot guarantee print-unit purchase by online booksellers, or purchase and in-store placement by brick-and-mortar booksellers. We can guarantee only our good faith, best efforts in cooperation with our distribution partners.

Marketing. The goal of Inkshares’ marketing efforts, like those of other publishers, is to increase awareness of your book. All marketing strategy is devised and executed at Inkshares’ discretion. To the extent made possible by specifically designated funds raised from the crowd, this marketing includes both offline and online advertisements, preferred in-store shelf space, and reviews. Importantly, we believe that the best marketing for a book is socially and reader-review driven. Accordingly, beyond paid advertising, Inkshares is focused on social tools that drive the sale of all of its titles.You may engage in additional marketing of your work in good faith and at your expense.

Copyright. Inkshares will register the copyright on your behalf and shall place copyright notice in your name on all copies of the work (note, for those books published under Quill, we register the copyright at our discretion). Where we deem it feasible and desirable, at our discretion, we will register the copyright in foreign jurisdictions. In order to protect this copyright, and at our discretion, Inkshares may use various forms of digital-rights-management technologies, both proprietary to Inkshares and those implemented by third-party distributors. We additionally agree to take action against those allegedly infringing that copyright where we deem it feasible and desirable. Any such legal action is on behalf of Inkshares and at our discretion.

You acknowledge that we do not owe you a legal or business duty to protect your copyright by way of digital-rights-management technology or legal action in the case of alleged infringement. You retain the separate ability to file suit in the case of alleged infringement.

Financial reports. Inkshares will furnish you with financial reports on a quarterly basis. These financial reports will detail the quantity and nature of sales, including those in foreign jurisdictions as they become available.We will also furnish you with payments on a quarterly basis. Payments will be made to United States bank accounts via ACH transfer. Finally, we will furnish you with tax documents that detail your earnings on an annual basis. You have the right to audit these reports and inspect relevant records on an annual basis at your own expense.

You.

Provision of manuscript. You agree to collaborate with Inkshares’ editorial team to create a finished manuscript. The deadline for delivery of the manuscript will be agreed to in writing between you and Inkshares.You agree to collaborate, as Inkshares requests, in creating mutually satisfactory design layout and cover art (yes, we want you to be part of this process). You will also furnish, at your own expense, any permissions necessary for the inclusion of any copyrighted or proprietary materials (what them industry folk call “permissions”).

Non-infringement and indemnification. You warrant and represent that your work is your own, that it does not infringe the intellectual-property or other rights of another, that it is not defamatory, and that you otherwise own or have permission to use all rights in the work, and that you are not restricted from granting Inkshares the right to print, publish, or sell your work. You indemnify Inkshares for any action related to such infringement, defamation, or other violation. This indemnification shall survive the termination of this agreement. This indemnification does not apply to insertions made by Inkshares into your work.

No adverse activities. You agree to neither dispose of any rights, nor publish or cause to be published any version or derivation of the work, which would materially and adversely impair the commercial value of your work.

You grant us the right to create and extend your intellectual property. While you retain ownership of the copyright to your work, you grant Inkshares the right to register any copyright related to your work. You also grant us the right to extend this copyright(s), as allowed by law, in any jurisdiction.

Promotional rights. You grant Inkshares the right to promote your book, inclusive of creation of accounts and webpages, and like activities. You grant us the right to use your name, likeness, and biographical information for the promotion and advertising of both your book and Inkshares.

This is how we share royalties.

Price. Inkshares will determine, subject to your good-faith agreement, the wholesale and retail price, or prices, at which we sell your book.

Inkshares authors will receive 35% of net receivables.

Quill authors will receive 50% of net receivables.

The Inkshares publishing contract is structured as a “profit share,” which is to say that we split “what’s left over” with you after deducting certain costs. Those costs vary based on format (for hard-copy units we deduct print costs) and whether we sell the book directly to consumer (we deduct shipping costs) or on a wholesale basis to another retailer (we deduct a third-party distributor fee). Here are a list of those costs, generally, based on format and sales channel. Your royalty statement will delineate these costs on a per-sale basis.

Print books sold on Inkshares.com:

We deduct the per-unit print cost, which usually equals about 15% of the list price of the book, the payment processing fee paid to Stripe equal to about 5%, and any shipping fees not paid for by the purchaser (sometimes we do “free shipping” promotions).

For example, if we sell your paperback on Inkshares for $15, we would subtract $2.50 for printing. That would leave $11.75 of “net receivables.” Your share would be $3.90 after netting out the 5% processing fee.

Print books sold on a wholesale basis:

We deduct the per-unit print cost, which usually equals about 15% of the list price of the book, payment processing equal to about 5%, and distribution and storage fee paid to Ingram Publishing Services equal to 20%.

For example, if we sell your hardcover (let’s say the list price is $25) to Barnes & Nobles or Amazon for $12.50, we would deduct $3.50 for printing costs and $2.45 paid to Ingram Publishing Services for distribution and storage. That would leave $6.55 of net receivables, with your share equal to just under $2.20 after the 5% payment processing fee.

Ebook sold on Inkshares.com:

This one is easy. The only thing we deduct is a 5% payment processing fee. For example, we sell your ebook for $10, and you get $3.30 after the 5% payment processing fee.

Ebook sold on a wholesale basis:

If we sell your ebook to an online retailer such as Apple or Amazon, we deduct a distribution fee of 6% for our distributor and a payment processing fee.

For example, we sell your ebook to Amazon for $5, deduct the 6% fee paid to our distributor, and you get $1.56 after the 5% payment processing fee.

We reserve the right to move the distribution fee up or down as we periodically renegotiate with our distributors and payment providers. All of these costs will be clearly delineated in your royalty statements, which will be paid to you on a quarterly basis.

The above "net" costs (print costs, packaging & shipping, distribution, payment processing) are a full and complete enumeration of deductible items. There shall be no deduction of any kind by Inkshares prior to the profit split articulated in this section.

Credits. Any credits will be deducted prior to the split between you and Inkshares.

Reserve for returns. When books are sold to most bookstores, they are purchased on a returnable basis. That is, if the book does not sell, they may return them to us and receive a refund. We reserve the right to withhold 20% of profits as a reserve for returnables. These funds will be credited back to you over the next two quarters should returnables fall below the reserve.

Quarterly payment schedule. Payments will be made quarterly on the first business days of January, April, July, and October. Payments will be made beginning the first quarter subsequent to the shipping of your book to backers.

We can sell your book abroad, and we can sell it in foreign languages.

Inkshares’ right to print, publish, and sell your book extends to foreign countries and foreign languages. Like any publisher, we may choose either to sell the book ourselves or to license the right to sell the book to another publisher. We may also choose to combine these two approaches, e.g. by selling the book ourselves in electronic copy but simultaneously licensing print sales to a third-party publisher. In the event that Inkshares engages a third-party publisher abroad, the licensing agreement entered into Inkshares and the third-party publisher will provide proper attribution to you, the author, and shall not transfer or assign ownership in the work to that publisher.

We exercise our right to sell your book in a foreign country or foreign language at our discretion. In the case that we exercise this right, Inkshares will pay you 70% of all revenues received pursuant to the licensing agreement negotiated between Inkshares and the foreign-country or foreign-language publisher.

We can represent you in the negotiation of adjacent rights.

Serial rights. Inkshares may negotiate “serial rights” on your behalf. Serial rights involve the licensing of a chapter, or adaption of a series of chapters, into a print or online periodical. Licensing of these rights serves a dual purpose, both creating revenue for you and Inkshares, and increasing awareness of your work. Revenue from the sale of serial rights will be split on a seventy-thirty basis between you and Inkshares (you keep 70%, we keep 30%).

Manager for licensing of derivative works. Inkshares reserves the right to serve as the exclusive manager for the licensing of your copyright for the purpose of any derivative work, such as a musical, film, television series, or commercial products (e.g., toys, clothes). Inkshares is not permitted to create revisions or updates of your work without your approval and you have ultimate say on whether to accept a deal negotiated by Inkshares. Inkshares will pay you 70% of any licensing fees such as option or exercise revenues.

Random, but not unimportant. Please read. You’re almost there.

No oral modification. This agreement may only be modified by written agreement between you and Inkshares.

Fully integrated. This agreement constitutes the only agreement between you and Inkshares. It supersedes any previous agreement.

Severability. In the event that any part of this agreement is invalidated, all remaining portions shall remain in force.

Force Majeure. Inkshares shall not be deemed in breach of this agreement where failure to perform is caused by restrictions of governmental agencies, labor disputes, or any other reason beyond our control. In the event of delay from any such cause, Inkshares’ obligation shall be postponed for a period of time reasonably related to such cause.

Choice of law and venue, agreement to arbitration. You agree to arbitrate any dispute in San Francisco and under California law. You agree to the terms relevantly included, and herein incorporated, in Inkshares’ terms of service, available here. If there is a conflict between this contract and these terms of service, this contract controls.

No waiver. Failure to exercise any right under this agreement shall not be deemed waiver. Waiver of such a right on one occasion shall not constitute waiver on any subsequent occasion.

Termination. We reserve the right to terminate this contract, at our discretion. Upon such termination, any rights granted to Inkshares shall revert to you, or your heirs and assigns. All payment terms will survive termination of this contract. Any payment received by Inkshares for copies of the work after termination will be split in the same way as payments during the term of this agreement. The return reserve balance, if any, will be paid upon termination.