BLURB SET YOUR PRICE PROGRAM AGREEMENT
Blurb provides software and personal publishing services that allow its customers to create, design, layout and print Books. Members of the Site can also sell their Books through the Blurb Bookstore, located at http://www.blurb.com/bookstore (the “Bookstore”). The following Blurb Set Your Price Program Agreement (the “Agreement”) sets forth the legally binding terms for your participation in the Blurb Set Your Price Program (the “Program”).
By signing up for the Program, You agree to be bound by this Agreement. As used in this Agreement, “You” means the Member of the Blurb Services that signs up to participate in the Program.
If you participate in the Program, You will continue to be bound by all of the Terms and Conditions for the Blurb Services that You can find under http://www.blurb.com/corporate/tandcs (the “Terms and Conditions”) and that are incorporated into this Agreement by reference. All initially capped terms that are not defined in this Agreement are defined in the Terms and Conditions, and any disputes arising out of or related to this Agreement will be subject to arbitration in accordance with Section 19 of the Terms and Conditions. If the terms of this Agreement conflict with the Terms and Conditions, this Agreement will govern and be given precedence.
Blurb reserves the right to add, delete and/or modify any of the terms contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is not to participate in the Program. Your continued use of the Program following posting of a change notice or new agreement on the Website will constitute your binding acceptance of the changes.
1. THE PROGRAM
1.1 Eligibility. Participants must be at least 18 years old to be eligible to participate in the Program.
1.2 Account Security. Your Blurb Account requires a password. You will be solely and exclusively responsible for keeping Your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify Blurb immediately if You believe Your password has been or may be obtained or used by any unauthorized person or entity. In addition, You must notify Blurb immediately if You become aware of any other breach or attempted breach of the security of your Account or the Service.
1.3 Approvals and Consents. You must have all necessary approvals and consents to use all Content included in the Books and you must deliver copies of those approvals and consents to Blurb, if Blurb requests them. If You include any information that could be used to identify You, such as Your personal phone number, e-mail address, Social Security number or a government-issued ID number (“Personal Data”) in any of your Books, it will be included in the Book when sold. By including the Personal Data in a Book, you authorize Blurb to disclose that Personal Data as part of the Book. You may not include Personal Data about other people in your Books.
1.4 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that You include in the Books, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between You and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.
1.5 Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Books. For example, You must pay all mechanical copyright royalties due to the owners of any musical composition used in Your Books.
1.6 Unions and Guilds. You acknowledge that Blurb is not currently a party to any collective bargaining agreement with any union or guild and that You are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
1.7 No Spam. You may not use “spam,” “blast-faxes” or recorded telephone messages to market the Books. You may not spam, or attempt to deliberately subvert the results of the Blurb directory or search engine with false, misleading, or unnecessarily repetitive information.
1.8 Public Reputation. You acknowledge and agree that You will not use this Program to offer any Book, or in connection with any products or services, that would be damaging to Blurb's reputation or that of its employees, board members, shareholders, licensors, or partners.
2. PROGRAM REVENUE
2.1 Program. The Program allows You to set a Retail Price (the “Retail Price”) for each Book that You have created using your Account. The Retail Price must be equal to or higher than the price that Blurb charges You for this Book (the “Base Price”). If you do not set a Retail Price for a Book, the Retail Price will be deemed to be the Base Price. Once you have enrolled in the Program, all of the Blurb Books created through your Account will be eligible for sale at a Retail Price to third parties through the Bookstore.
2.2 Program Profit. For each Book that is sold through the Bookstore, You are entitled to receive the Program Profit, calculated by subtracting the Base Price from the Retail Price. The Program Profit for a Book accrues at the end of the day on which Blurb has received full payment for the Book through the Bookstore.
2.3 Reports and Program Payments. Blurb will provide real-time sales reporting via Your Account, which will include (a) the number of Books sold during the current month; and (b) a calculation of the Program Profit owed by Blurb to You in the current month, minus a monthly processing fee. Within forty-five (45) days after the end of a calendar month, Blurb shall send You the Program Payment, unless the amount of the Program Payment is less than the Payment Threshold, in which case the Program Payment will be withheld by Blurb and paid to You at such time as the aggregate Program Payments is equal to or exceeds the Payment Threshold. Payment Threshold and Processing Fee will vary by currency preference selected, and are defined as follows:
USD Payment Preference
Processing Fee: $5.00
Payment Threshold: $25.00
GBP Payment Preference
Processing Fee: £3.00
Payment Threshold: £12.50
EUR Payment Preference
Processing Fee: €4,00
Payment Threshold: €17,50
2.4 Payment. Blurb will make the Program Payments to You by sending a check to the mailing address that You have provided in connection with Your Blurb account (the “Program Payment Address”). You are fully responsible to provide a valid, complete, and correct Program Payment Address and Your failure to do so might result in the forfeiture of the Program Payments. Blurb is solely responsible to mail the check with the Program Payments to the Program Payment Address. Any check mailed to You is only valid for ninety (90) days from its issuance. You may request a re-issuance of a check only if such check was cancelled.
2.5 No Payment. Blurb will not pay the Program Profit for any Books that are created in breach of this Agreement, the Term and Conditions, or the End User License Agreement for the Blurb BookSmart software (“EULA”) , including, but not limited to, Section 9.1 of the Terms and Conditions (“Prohibited Content”).
2.6 Tax Information. If you are a U.S. citizen, a non-U.S. citizen that currently lives in the U.S., or a non-U.S. citizen that owns a business in the U.S., you must provide your taxpayer information to Blurb as required by the IRS, including but not limited to information required by the IRS for the purpose of issuing a 1099 form for Your earnings. If Blurb does not have current taxpayer information for you on file for a particular year, payments due to you under this Agreement will not be made to you until December 31st of such year, and all of such payments will be subject to a thirty percent (30%) backup withholding which will be submitted to the IRS.
2.7 Termination Fees. If You or Blurb terminate your Account, and you have less than the Payment Threshold in accrued but unpaid compensation then outstanding, Blurb may charge you a processing fee when sending you your final payment to cover its administrative costs. It is Your responsibility to update Your contact information if it changes. If Your Account is inactive or terminated and we are unable to contact You using the contact information provided, we may also, at our discretion, charge a termination fee equal to the amount of unpaid Program Profit to cover our administrative costs.
2.8 Order processing. Customers who buy Book(s) through the Services will be deemed to be Blurb's customers and accordingly, all of Blurb's rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. Blurb may change its policies and customer terms and conditions and operating procedures at any time.
3. TERM AND TERMINATION
3.1 Term. This Agreement is effective upon the completion of the sign-up procedure for the Program and will remain in effect until terminated by either You or Blurb as provided in this section or as expressly provided elsewhere in this Agreement.
3.2 Termination. You or Blurb may terminate this Agreement without cause at any time on thirty (30) days' written notice. Without limiting any other remedies available to it, Blurb may terminate this Agreement immediately upon notice if: (a) You fail to strictly comply with any term or provision of this Agreement, the Terms and Conditions, or the EULA; (b) Blurb, in its sole discretion, determines that any Retail Price Book was not created in compliance with the Agreement, Terms and Conditions, or EULA; or (c) Blurb determines, in its sole discretion, that You and/or Your Retail Price Books may cause legal liability for Blurb, its suppliers, other affiliates, or third parties.
3.3 Effects of Termination. Upon termination of this Agreement, Blurb may delete any Content or other material related to the Program, stop selling your Books to customers and remove any or all of the Books from the Bookstore, and have no liability to You or any third party for doing so. Blurb shall pay any Fees due and payable to You within forty-five (45) days after the end of the month in which termination occurs. Neither party will have liability to the other party for termination of this Agreement as provided herein.
3.4 Survival. The provisions of Sections 1.4, 1.5, 1.6, 1.7, 1.8, 2.5, 2.7, 2.8, 3.2-3.3, 3.4, and 4 of this Agreement will survive any termination of this Agreement.
4. MISCELLANEOUS. You acknowledge that as a participant in the Program, You will receive Reports from Blurb and You may receive other emails from us regarding the Program and You consent to receiving such emails from Blurb. Information about You as a participant in the Program (including personally identifiable information) may be processed by Blurb in the country where it was collected as well as other countries (including the United States) where laws regarding processing of personally identifiable information may be less stringent than the laws in Your country. You may not assign any of Your rights, or delegate any of Your duties, under this Agreement without the express prior written consent of Blurb, which Blurb may grant or withhold in its sole discretion, and any attempted assignment without such consent will be null and void.
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