This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your Rightway Christian Bookstore (an arm of Rightway Mega Network) account (“you” or “Publisher”) and each RCBookstore party. The “RCBookstore parties” are, individually, Rightway Christian Bookstore, Rightway Publishers International, Rightway Mega Network, and each other RCBookstore affiliate that joins as a party to this Agreement.
This Agreement provides the terms and conditions of your participation in the RCBookstore online publication and marketing program (the “Program”) and your distribution of digital content through the Program.
1. Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Program, or any part of it. If you don’t accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement.
2. Agreement Amendment. The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the changes by posting new terms in place of the old at http://rcbookstore.com/ with a revision date indicated at the top or by sending an email to the email address registered for your Program account. Here are the rules for when changes will be effective and binding on you:
2.1. Changes to Agreement Terms Other than Those in Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement other than those contained in Section 5.4.1 (Royalties) and 5.5 (Grant of Rights) will be effective on the date we post them, unless we otherwise provide at the time we post the changes. You are responsible for checking for updates and your continued use of the Program after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your EBooks from further distribution through the Program and terminate your use of the Program.
2.2. Changes to the Terms of Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement contained in Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights) will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever first occurs. You accept the changes by either (a) clicking agree or accept where you’re given the option to do so or (b) by using the Program to make additional EBooks available through the Program. Changes to the terms of Sections 5.4.1 and 5.5 will only apply prospectively with respect to EBooks sold after the date thirty days from our posting of the changes, unless you accept the changes as provided above. If you do not accept the changes, you must withdraw your EBooks from further distribution through the Program and terminate your use of the Program prior to the date thirty days from our posting of the changes. Note that we may make acceptance of changes a condition to continued use of the Program.
3. Term and Termination. The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your EBooks within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your EBooks pending as of the date of termination or suspension, and we may continue to maintain digital copies of your EBooks in order to provide continuing access to or re-downloads of your EBooks or otherwise support customers who have purchased a EBook prior to termination or suspension.
4. Account Eligibility and Registration.
4.1. Eligibility. You must have an active Program account in order to participate in the Program. You represent that you are at least 18 years old, and that you are able to form a legally binding contract. A parent or guardian of a minor can open a RCBookstore account and be the Publisher of the minor’s EBook.
4.2. Account Information; No Multiple Accounts. You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time. If we terminate your 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 authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through a RCBookstore web site.
4.3. Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify RCBookstore of any unauthorized use of your username, password or account.
5. EBook Distribution Rights.
5.1. Delivery, Acceptance and Withdrawal.
5.1.1. Delivery. You
must provide to us, at your own expense each EBook you desire to
publish/market through the Program. We will not return to you any
electronic files or physical content or media you deliver to us in
connection with the Program. You must deliver all electronic files free
and clear of viruses, worms and other potentially harmful or disrupting
5.1.2. Content Requirements. You must ensure that all EBook content is in compliance with our Program Policies for content at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies through the Program procedures for EBook withdrawal or re-publishing. We are entitled to remove or modify the metadata and product description you provide for your EBooks for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your EBook’s cover art for any reason, including if we determine that it does not comply with our content requirements. You may not include in any EBook any advertisements or other content that is primarily intended to advertise or promote products or services. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for an EBook is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.
5.1.3. Digital Book Rejection. We are entitled to determine what content we accept and market through the Program in our sole discretion. If we request that you provide additional information relating to your EBooks, such as information confirming that you have all rights required to permit our marketing of the EBooks, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our marketing of the EBooks and the accuracy of the information or documentation you provide to us with respect to those rights.
5.1.4. EBook Withdrawal. You may withdraw your EBooks from further sale in the Program at any time on five business days advance notice by following the then current Program procedures for EBook withdrawal or un-publishing. We may fulfill any customer orders completed through the date the EBooks are available for sale. All withdrawals of EBooks will apply prospectively only and not with respect to any customers who purchased the EBooks prior to the date of removal.
5.1.5. Reformatting. We may, in our discretion, reformat your EBooks, and you acknowledge that unintentional errors may occur in the process of reformatting of your EBooks. If any such errors do occur, you may remove the affected EBook from further sale in the Program as provided in Section 5.1.4 above, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a EBook file as you deliver it to us.
5.2. Marketing and Promotion, Reviews.
5.2.1. Marketing and Promotion. We will have sole discretion in determining all marketing and promotions related to the sale of your EBooks through the Program and may, without limitation, market and promote your EBooks by making chapters or portions of your EBooks available to prospective customers without charge, and by permitting prospective customers to see excerpts of your EBooks in response to search queries. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market your EBook if you have not paid for the marketing.
5.2.2. Reviews. You are subject to the same guidelines as any other customer contributing a review to RCBookstore website. We reserve the right to remove any review that violates our stand.
5.3.1. Providing Your List Price. The
list price you provide to us is referred to in this Agreement as your
“List Price.” You agree that from your list price you only get 60% as
5.3.2. Customer Payment Processing. We are solely responsible for processing payments, payment collection, requests for refunds and related customer service.
5.4. We have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program.
5.5. Royalties and Payments.
5.5.1. Royalties. If you are not in breach of your obligations under this Agreement, for each EBook sold to a customer through the Program, the RCBookstore will pay you 60%.
5.5.2. When We Pay You. RCBookstore will pay Royalties due on EBook sales approximately 30 days following the end of the calendar month during which the sales were made. At the time of payment, we will make available to you an online report detailing sales of EBooks and corresponding Royalties.
5.5.3. Payment Currencies. RCBookstore payment currency is Nigeria Naira. So your royalty will be paid in Naira.
5.5.4. Payment Policies. We may require you to provide certain information or to register a valid bank account in your RCBookstore account in order to receive Royalty payments, in which case we will not be obligated to make Royalty payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts and check fees.
5.5.5. Payment Disputes. You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
5.5.6. Offsets, etc. We can withhold Royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Royalties or exercise other remedies.
5.5.7. Taxes. The RCBookstore is responsible for collecting and remitting any and all taxes imposed on their respective sales of EBooks to customers. You are responsible for any income or other taxes due and payable resulting from payments to you under this Agreement.
5.6. Grant of Rights. You grant to RCBookstore, throughout the term of this Agreement, a nonexclusive, irrevocable, right and license to publish and sell your EBooks, directly and through third-party distributors, in all digital formats by all digital distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store EBooks on one or more computer facilities, and reformat, convert and encode EBooks; (b) display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of EBooks, for customers and prospective customers to download, access, print and/or view online and offline, including on portable devices; (c) permit customers to “store” EBooks that they have purchased from us on servers (“Virtual Storage”) and to access and re-download such EBooks from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within EBooks (with such modifications as are necessary to optimize their viewing), and (ii) portions of EBooks, in each case solely for the purposes of marketing, soliciting and selling EBooks; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with EBooks; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) EBooks as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display).
5.7. DRM. We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your EBooks. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM.
5.8. Rights Clearances and Rights Dispute Resolution. You will obtain and pay for any and all necessary clearances and licenses for the EBooks to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all royalties and other income due to any copyright owner. If you notify us or making claims of copyright infringement that a third party has made a EBook available for distribution through the Program that you have the exclusive right to make available under the Program, then, upon your request and after verification of your claim, we will pay you the Royalties due in connection with any sales of the EBook through the Program, and will remove the Digital Book from future sale through the Program, as your sole and exclusive remedy.
5.9. Representations, Warranties and Indemnities. You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee’s delivery of any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all EBooks delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any EBook or portion thereof any royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement. To the fullest extent permitted by applicable law, you will indemnify, defend and hold RCBookstore, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
6. Ownership and Control of RCBookstore Feedback. Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your EBooks. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, and any materials we use or provide to you for use relating to your EBook (such as a generic cover image used for your EBook if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and related marketing, but our use of the EBooks will be subject to the terms of this Agreement. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
7. Confidentiality. You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose RCBookstore Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use RCBookstore Confidential Information for any purpose other than the performance of this Agreement. You may however disclose RCBookstore Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that RCBookstore Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any RCBookstore Confidential Information so disclosed. “RCBookstore Confidential Information” means (1) any information regarding RCBookstore, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of EBooks or other information we provide or make available to you in connection with the Program. RCBookstore Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any RCBookstore Confidential Information.
8. Limitation of Liability. THE PROGRAM IS PROVIDED “AS IS.” WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY RCBOOKSTORE UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER ACKNOWLEDGES AND AGREES THAT RCBOOKSTORE CANNOT ENSURE THAT EBOOKS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES RCBOOKSTORE MAY MAKE APPLICABLE IN CONNECTION WITH USE OF EBOOKS, AND RCBOOKSTORE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE RULES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES, ERRORS OR LATENCIES.
9. Force Majeure. RCBookstore will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
10. General Legal Provisions.
10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
10.2. Arbitration. Any
dispute or claim arising out of or in relation to the interpretation or
execution of this Agreement or the breach, termination or invalidity
thereof shall be settled amicably between the parties, failing of which
shall be settled by an arbitrator held in Nigeria in English and
governed by Nigeria law pursuant to the Arbitration and Conciliation Act
Cap A18 Laws of the Federation of Nigeria 2004, as amended, replaced or
re-enacted from time to time.
The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Nigeria and is independent of either party. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.