----------------------------------
20231010 馬哥分享這個
----------------------------------------
Kindle Direct Publishing (KDP)
Last Updated: January 13, 2023
This agreement changed on the date listed above.
See an explanation of the changes at the end of this document.
Kindle Direct Publishing Terms and Conditions
This
agreement (the "Agreement") is a binding agreement between the
individual or the entity identified in your Kindle Direct Publishing
("KDP") account ("you" or "Publisher") and each Amazon party. The
"Amazon parties" are, individually, Amazon.com Services LLC, Amazon
Media EU S.à.r.l., Amazon Services International LLC, Amazon Serviços de
Varejo do Brasil Ltda., Amazon Mexico Services, Inc., Amazon Australia
Services, Inc., Amazon Asia-Pacific Holdings Private Limited, and each
other Amazon affiliate that joins as a party to this Agreement. An
Amazon "affiliate" is any entity that directly or indirectly controls,
is controlled by, or is under common control with an Amazon party.
"Amazon," "we" or "us" means, together, the Amazon parties and their
affiliates.
This Agreement provides the terms and conditions of
your participation in the KDP self-publication and distribution program
(the "Program") and your distribution of digital content through the
Program (all such content, "Digital Books") and your distribution of
print content through the Program (all such content, “Print Books” and
together with Digital Books, “Books”), and consists of:
• the terms set forth below;
• the Digital Book Pricing Page and the Print Book Pricing Page;
• all rules and policies for participating in the Program provided on the KDP website at http://kdp.amazon.com/ and http://kdp.amazon.co.jp/ ("Program Policies");
• the Amazon.com Conditions of Use; and
• the Amazon.com Privacy Notice.
For individuals located in the European Union, the United Kingdom or
Brazil only: The Amazon.com Privacy Notice is not part of your
Agreement. The version of this notice applicable to you is based on your
location and is available for your review here.
Any version of this Agreement in a language other than English is
provided for convenience and the English language version will control
if there is any conflict. Given the importance of this Agreement, we
encourage you to study it carefully. We welcome feedback on this
Agreement at http://kdp.amazon.com/ and http://kdp.amazon.co.jp/.
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://kdp.amazon.com/ and http://kdp.amazon.co.jp/
with a revision date indicated at the top or by sending an email to the
email address then 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
Books 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 Books available through the Program. Changes to the terms of
Sections 5.4.1 and 5.5 will only apply prospectively with respect to
Books 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 Books 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 Digital Books and on-demand printings of your
Print Books within 5 business days from the date you provide us notice
of termination. We may continue to sell any inventory we have of your
Print Books. 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
Books pending as of the date of termination or suspension, and we may
continue to maintain digital copies of your Digital Books in order to
provide continuing access to or re-downloads of your Digital Books, as
well as digital copies of your Books to support customers who have
purchased a Book prior to termination or suspension. The following
provisions of this Agreement will survive termination of this Agreement:
Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 9, 10. All rights to
Digital Books acquired by customers will survive termination.
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 (or the age of majority where you reside, whichever is older) and
that you are able to form a legally binding contract. A parent or
guardian of a minor can open a KDP account and be the Publisher of the
minor’s Book.
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 legal name, the legal
name of your business, date of birth, date of incorporation or formation
of your business, address, email, and payment information 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 the Program. We may
require you to provide additional information to verify the information
you have provided about your business or your identity as a condition
for your continued participation in the Program, or before we start or
continue making Royalty payments to you. You authorize us to make,
directly or through any third party, any inquiries we consider necessary
to validate information that you provide to 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 Notice,
including to comply with law or protect the rights of Amazon, our
users, or others, regardless of what you enter as your author name. 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 also consent to us sending you emails
relating to the Program and other publishing opportunities from time to
time.
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 those activities.
You are responsible and may be held liable for losses incurred by
Amazon due to any such 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. Your acceptance of this Agreement includes and is on
behalf of any other party who uses the Program under or in connection
with your account, such as an employee or contractor. You agree to
immediately notify Amazon of any unauthorized use of your username,
password or account.
5 Book Distribution Rights.
5.1 Delivery, Acceptance and Withdrawal.
5.1.1
Delivery. You must provide to us, at your own expense each Book you
desire to distribute 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
code.
5.1.2 Content Requirements. You must ensure that all Book
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
unpublishing it or by republishing content that complies through the
Program procedures for Book withdrawal or republishing. We are entitled
to remove or modify the metadata and product description, information or
images you make available for your Books 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 Book’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 Book 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 a Book is inaccurate or incomplete, you
must promptly submit corrected metadata to us through the Program
procedures for metadata submission.
5.1.3 Book Rejection. We are
entitled to determine what content we accept and distribute through the
Program in our sole discretion. If we request that you provide
additional information relating to your Books, such as information
confirming that you have all rights required to permit our distribution
of the Books, 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 distribution of the Books and the accuracy of the information
or documentation you provide to us with respect to those rights.
5.1.4
Book Withdrawal. You may withdraw your Digital Books from further sale
and your Print Books from further on-demand printing in the Program at
any time on five business days advance notice by following the then
current Program procedures for Book withdrawal or unpublishing. We may
fulfill any customer orders completed through the date the Books are
available for sale and we may continue to sell any inventory we have of
Print Books. All withdrawals of Books will apply prospectively only and
not with respect to any customers who purchased the Books prior to the
date of removal.
5.1.5 Reformatting. We may, in our discretion,
reformat your Books, and you acknowledge that unintentional errors may
occur in the process of reformatting of your Books. If any such errors
do occur, you may remove the affected Book 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 Book file as you deliver it to us.
5.2 Marketing and Promotion, Reviews, Lending Kindle Books and Optional Programs and Services.
5.2.1
Marketing and Promotion. We will have sole discretion in determining
all marketing and promotions related to the sale of your Books through
the Program and may, without limitation, market and promote your Books
by making chapters or portions of your Books available to prospective
customers without charge, and by permitting prospective customers to see
excerpts of your Books 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, distribute, or offer for sale any
Book, or to continuing marketing, distributing or selling a Book after
we have commenced doing so.
5.2.2 Reviews. You are subject to the Amazon Community Guidelines.
We reserve the right take any action with respect to your account in
accordance with those Guidelines, including but not limited to the
removal of any review that violates the Guidelines.
5.2.3
Lending Kindle Books. The Kindle Book Lending program enables customers
who purchase a Digital Book to lend it subject to limitations we
establish from time to time. All Digital Books made available through
the Program are automatically included in the Kindle Book Lending
program. However, for Digital Books that are in the 35% Royalty Option
(as described in the Digital Book Pricing Page),
you may choose to opt out of the Kindle Book Lending program. This will
disable lending of the Digital Book by customers who purchase it after
you have opted it out, but this will not affect the right of customers
who purchased it when lending was enabled to continue to lend it.
Digital Books that are in the 70% Royalty Option (as described in the Digital Book Pricing Page) cannot be opted out of the lending feature.
5.2.4
Optional Programs and Services. We may make available to you optional
programs and services through KDP. Terms and conditions for those
optional programs and services are included at the end of this
Agreement. Those terms and conditions are part of this Agreement.
5.3 Pricing.
5.3.1 Providing Your List Price. The list price you provide to us is
referred to in this Agreement as your "List Price." For some
marketplaces, you will provide us a List Price inclusive of value added
or similar taxes that are included within the customer purchase price of
a product (“VAT”). Where your Royalty is calculated based on your List
Price, it will be calculated based on your List Price exclusive of the
VAT applicable to the customer. You may change your List Price through
the KDP website, and your change will be effective within 5 business
days. The Digital Book Pricing Page and the Print Book Pricing Page
have additional requirements for List Prices that you must comply with.
The List Price for purposes of the Royalty calculation will be the List
Price we determine to be effective at the time of customer purchase.
5.3.2 Currency Conversion. We may sell your Book using multiple
currencies. When we do, we may convert the List Price you submit to
other currencies (each, a "Sale Currency") at an exchange rate we
determine. We may periodically update the converted List Price in order
to reflect current exchange rates. If the converted List Price would be
outside of the minimum or maximum List Price we accept for the Sale
Currency, your List Price will be converted so that it is equal to the
applicable minimum or maximum List Price for that Sale Currency. Minimum
and maximum List Prices are specified here and here. For
purposes of royalty calculations, the converted List Price in the Sale
Currency will be your List Price when we offer and sell your Book in the
Sale Currency.
5.3.3 Multiple List Prices. We may give you the
option to provide multiple List Prices for a Book in different
currencies or for different Amazon websites. If you provide multiple
List Prices for a Book, where we sell your Book to customers in a
particular country from more than one Amazon website, we may use one of
those List Prices for sales to customers in that country on all of our
websites, to provide consistency across those websites. For example, if
you provide us with a UK Pounds List Price and a US Dollar List Price
for a Book, we may use the UK Pounds List Price for sales to UK
customers from all of our websites, including Amazon.com, and we may
convert it as provided in 5.3.2 above.
5.3.4 Customer Prices. To
the extent not prohibited by applicable laws, we have sole and complete
discretion to set the retail customer price at which your Books are
sold through the Program. We are solely responsible for processing
payments, payment collection, requests for refunds and related customer
service.
5.4 Royalties and Payments.
5.4.1 Royalties.
If you are not in breach of your obligations under this Agreement, for
each Book sold to a customer through the Program, the Amazon party that
made the sale (or whose affiliate made the sale) will pay you the
applicable Royalty set forth in the Digital Book Pricing Page or Print Book Pricing Page,
as applicable, net of refunds, bad debt, and any VAT, sales or other
taxes charged to a customer or applied with respect to sales to a
customer. If your List Price for a Book is higher than permitted under
the Digital Book Pricing Page or Print Book Pricing Page,
as applicable, we will be entitled to deem it modified so that it is
equal to the maximum List Price permitted when calculating Royalties due
to you under this Agreement.
5.4.2 When We Pay You. Unless otherwise specified in Digital Book Pricing Page or Print Book Pricing Page,
each Amazon party will pay Royalties due on Book sales approximately 60
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 Books and corresponding Royalties.
5.4.3
Payment Currencies. If you change your payment currency, the change
will be effective on the first day of the following calendar month
(unless we make an earlier period available). If we pay you in a
currency other than the Sale Currency, we will convert the Royalties due
from the Sale Currency to the payment currency at an exchange rate we
determine, which will be inclusive of all fees and charges for the
conversion.
5.4.4 Payment Terms for Brazilian Publishers. If
you are a publisher located in Brazil, you must provide us with a
Brazilian bank account. Upon providing us with that bank account
information, we will pay you Royalties for sales made from amazon.com.br
in Brazilian Reais. For sales other than sales from amazon.com.br, you
may elect to receive payment in another payment currency. If you fail
to provide us with a Brazilian bank account, you will be deemed to have
instructed us to convert the Royalties due from sales from amazon.com.br
to an alternative payment currency and remit those Royalties to the
bank account you have provided to us.
5.4.5 Payments made by
Amazon Brazil. Payments made by Amazon Serviços de Varejo do Brasil
Ltda. will have the following tax nature:
• When the beneficiary of
the payment (individual or legal entity) is not the author or creator of
a Book and is remunerated for exploiting the copyright of that Book
listed on amazon.com.br, the payment is considered a royalty.
• When
the beneficiary of the payment (individual or legal entity) is the
author or creator of a Book and is remunerated for exploiting the
copyright of that Book listed on amazon.com.br, the payment is
considered a copyright.
5.4.6 Payment Policies. We may require
you to provide certain information or to register a valid bank account
in your KDP account in order to receive Royalty payments. If you fail to
provide that information or if the information you provide is
incomplete or inaccurate, we will not be obligated to make Royalty
payments to you until we determine that the information has been
provided or updated accordingly. We may establish other payment policies
from time to time, such as minimum payment amounts for different
payment methods and check fees.
5.4.7 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.
5.4.8 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.
• If we pay you a Royalty on a sale and later issue a
refund, return, or credit for that sale, we may offset the amount of the
Royalty previously paid for the sale against future Royalties, or
require you to remit that amount to us.
• If a third party asserts
that you did not have all rights required to make one of your Books
available through the Program, we may hold all Royalties due to you
until we reasonably determine the validity of the third party claim. If
we determine that you did not have all of those rights or that you have
otherwise breached your representations and warranties or our Content Guidelines
with regard to a Book, we will not owe you Royalties for that Book and
we may offset any of those Royalties that were previously paid against
future Royalties, or require you to remit them to us.
• Upon
termination of this Agreement, we may withhold all Royalties due for a
period of three months from the date they would otherwise be payable in
order to ensure our ability to off-set any refunds or other offsets we
are entitled to take against the Royalties.
• If we terminate this Agreement because you have breached your representations and warranties or our Content Guidelines,
you forfeit all Royalties not yet paid to you. If after we have
terminated your account you open a new account without our express
permission, we will not owe you any Royalties through the new account.
•
If we determine in our sole discretion that deceptive, fraudulent, or
illegal activity has occurred with respect to your Books or your Program
account, then we may permanently withhold payments to you, and we may
offset any payments previously paid against future payments or require
you to remit them to us. We will use these funds to offset the costs of
Amazon’s enforcement efforts and/or to compensate third parties harmed
by deceptive, fraudulent, or illegal conduct.
5.4.9 Taxes. The
Amazon parties (or their affiliates) are responsible for collecting and
remitting any and all taxes imposed on their respective sales of Books
to customers. You are responsible for any income or other taxes due and
payable resulting from payments to you by an Amazon party under this
Agreement. Accordingly, unless otherwise stated, the amounts due to you
hereunder are inclusive of any taxes that may apply to such payments.
The Amazon parties maintain the right, however, to deduct or withhold
any and all applicable taxes from amounts due by them to you, and the
amounts due, as reduced by those deductions or withholdings, will
constitute full payment and settlement to you.
5.5 Grant of
Rights. You grant to each Amazon party, throughout the term of this
Agreement, a nonexclusive, irrevocable, right and license to print
(on-demand and in anticipation of customer demand) and distribute Books,
directly and through third-party distributors, in all formats you
choose to make available through KDP by all distribution means
available. This right includes, without limitation, the right to: (a)
reproduce, index and store Books on one or more computer facilities, and
reformat, convert and encode Books; (b) display, market, transmit,
distribute, sell, license and otherwise make available all or any
portion of Books through Amazon Properties (as defined below), for
customers and prospective customers to download, access, copy and paste,
print, annotate and/or view online and offline, including on portable
devices; (c) permit customers to "store" Digital Books that they have
purchased from us on servers ("Virtual Storage") and to access and
re-download such Digital Books 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 Books (with such modifications as are necessary to
optimize their viewing), and (ii) portions of Books, in each case solely
for the purposes of marketing, soliciting and selling Books and related
Amazon offerings; (e) use, reproduce, adapt, modify, and distribute, as
we determine appropriate, in our sole discretion, any metadata and
product description, information or images that you make available in
connection with Books; and (f) transmit, reproduce and otherwise use (or
cause the reformatting, transmission, reproduction, and/or other use
of) Books as mere technological incidents to and for the limited purpose
of technically enabling the foregoing (e.g., caching to enable
display). In addition, you agree that we may permit our affiliates and
independent contractors, and our affiliates' independent contractors, to
exercise the rights that you grant to us in this Agreement. "Amazon
Properties" means any web site, application or online point of presence,
on any platform, that is owned or operated by or under license by
Amazon or co-branded with Amazon, and any web site, application, device
or online point of presence through which any Amazon Properties or
products available for sale on them are syndicated, offered,
merchandised, advertised or described. You grant us the rights set forth
in this Section 5.5 on a worldwide basis; however, if we make available
to you a procedure for indicating that you do not have worldwide
distribution rights to a Digital Book, then the territory for the sale
of that Digital Book will be those territories for which you indicate,
through the procedure we provide to you, that you have distribution
rights, except as otherwise provided in the Program Policies.
5.6
DRM and Geofiltering Technology. We may, but are not obligated, to
provide you the option to apply DRM technology in connection with the
distribution of your Digital Books. 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. We also may, but are not obligated, to use geofiltering
technology as a way of determining which customers are entitled to
purchase Digital Books, for example, where you indicate that you do not
have worldwide distribution rights to a Digital Book through the
procedure we provide to you for that purpose. If we use geofiltering
technology when distributing your Digital Books, distribution will be
deemed to have taken place within the permitted distribution territories
for the Digital Books, even though customers may, in fact, be located
outside those territories.
5.7 Rights Clearances and Rights
Dispute Resolution. You will obtain and pay for any and all necessary
clearances and licenses for the Books 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 through the
procedure we provide on the applicable Amazon Property for making claims
of copyright infringement that a third party has made a Book available
for distribution through the Program (or for distribution in a
particular territory 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 Book through the Program, and will
remove the Book from future sale through the Program, as your sole and
exclusive remedy.
5.8 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 of 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
Books delivered under the Program comply with the technical delivery
specifications provided by us; (e) you will be solely responsible for
accounting and paying any co-owners or co-administrators of any Book 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; and (f) you will not attempt to exploit the KDP service or
any other Amazon program or service. To the fullest extent permitted by
applicable law, you will indemnify, defend and hold Amazon, its
officers, directors, employees, affiliates, subcontractors, agents and
assigns harmless from and against any loss, claim, liability, damage,
action or cause of action (including reasonable attorneys' fees and
costs) that arises from any breach or alleged 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. You
will not settle a claim pursuant to your indemnification obligations
without our prior written consent (which will not be unreasonably
withheld). Your duty to indemnify under this Section 5.8 will be
independent from your other obligations under this Agreement.
6
Ownership and Control of Amazon Properties and Customer Data/ 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 Books. We
retain all ownership rights in and to the copyrights and all other
rights and interests in and to the Program, the Amazon Properties, and
any materials we use or provide to you for use relating to your Book
(such as a generic cover image used for your Book if you do not provide
one). We retain sole ownership and control of all data obtained from
customers and prospective customers in connection with the Program. We
are solely responsible for, and will have full discretion with respect
to the terms, features, and operation of the Program and the Amazon
Properties and related marketing, but our use of the Books will be
subject to the terms of this Agreement. In the event that you elect to
provide suggestions, ideas, or other feedback to Amazon or any of its
affiliates in connection with the Amazon Properties or the Program
("Feedback"), Amazon and its affiliates will be free to use and exploit
the same in any manner without restriction and without any need to
compensate you. 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 Amazon
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 Amazon Confidential Information for any purpose other than the
performance of this Agreement. You may however disclose Amazon
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 Amazon Confidential Information as is required by applicable law;
and (iii) use reasonable efforts to obtain confidential treatment for
any Amazon Confidential Information so disclosed. "Amazon Confidential
Information" means (1) any information regarding Amazon, 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 Books or other
information we provide or make available to you in connection with the
Program. Amazon 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 Amazon Confidential
Information. Without limiting the survivability of any other provision
of this Agreement, this Section 7 will survive three years following the
termination of this Agreement.
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 AMAZON 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 AMAZON CANNOT
ENSURE THAT BOOKS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE
PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY
CONTENT USAGE RULES AMAZON MAY MAKE APPLICABLE IN CONNECTION WITH USE OF
BOOKS, AND AMAZON 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. KDP RELIES ON COMPLEX SYSTEMS AND PROCESSES. 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. Amazon 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 Disputes. Any dispute or claim relating in any way to this
Agreement or KDP will be resolved by binding arbitration, rather than in
court, except that either party may elect to proceed in small claims
court in the United States if the claims qualify under applicable law.
The United States Federal Arbitration Act and federal arbitration law
apply to this Agreement. There is no judge or jury in arbitration, and
court review of an arbitration award is limited. However, an arbitrator
can award the same damages and relief as a court (including injunctive
and declaratory relief or statutory damages), and must follow the terms
of this Agreement as a court would. Before you may begin an arbitration
proceeding, you must send a letter notifying us of your intent to pursue
arbitration and describing your claim to our registered agent
Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater,
WA 98501, USA. The arbitration will be conducted by the American
Arbitration Association (AAA) under its Commercial Arbitration Rules.
Payment of all filing, administration and arbitrator fees will be
governed by the AAA’s Commercial Fee Schedule. You and we each agree
that the underlying award in arbitration may be appealed pursuant to the
AAA’s Optional Appellate Arbitration Rules. The AAA’s rules and fee
schedules are available at www.adr.org or
by calling 1-800-778-7879 (in the United States). You and we each agree
that any dispute resolution proceedings will be conducted only on an
individual basis and not in a class, consolidated or representative
action. If for any reason a claim proceeds in court rather than in
arbitration you and we each waive any right to a jury trial and you and
we agree that any such suit may proceed only in state or Federal court
in King County, Washington.
10.2 Applicable Law. The United
States Federal Arbitration Act, applicable United States federal law,
and the laws of the state of Washington, USA, without regard to
principles of conflict of laws, will govern this Agreement and any
dispute of any sort that might arise between you and Amazon relating to
this Agreement or the Program.
10.3 Other Legal provisions. This
Agreement may not be amended, except in writing signed by both parties
or as provided in Section 2 above. If any provision of this Agreement is
held invalid by a court or other tribunal with jurisdiction over the
parties to this Agreement, that provision will be deemed to be restated
to reflect as nearly as possible the original intentions of the parties
in accordance with applicable law, and the remainder of this Agreement
will remain in full force and effect. The parties to this Agreement are
independent contractors. Each party will bear its own costs and expenses
in performing this Agreement. The failure of either party to enforce
any provision of this Agreement will not constitute a waiver of the
party's rights to subsequently enforce the provision. Any Amazon
affiliate may join as a party to this Agreement and will notify you if
it does. The joining Amazon affiliate will be entitled to exercise the
rights you grant under this Agreement. Each Amazon party is severally
liable for its own obligations under this Agreement and is not jointly
liable for the obligations of other Amazon parties. Neither party may
assign any of its rights or obligations under this Agreement, whether by
operation of law or otherwise, without the prior written consent of the
other, except that (a) Amazon may assign any of its rights and
obligations under this Agreement without consent and (b) you may assign
all of your rights and obligations under this Agreement to any
corporation or other entity without consent in connection with the sale
of all or substantially all of your assets, but you must give Amazon
written notice of the assignment no later than ten (10) business days
following the assignment. Subject to the foregoing limitation, this
Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and assigns.
This Agreement constitutes the entire agreement between the parties with
respect to its subject matter, supersedes any and all prior or
contemporaneous agreements between the parties with respect to its
subject matter, and does not confer upon any other person other than the
parties any rights or remedies. You consent to the use of electronic
means to complete this Agreement and to provide you with any notices we
give you in relation to this Agreement. To be effective, any notice
given by a party under this Agreement must be in writing and delivered
(i) if by an Amazon party, via email, via a posting on the Program
website or via a message through your Program account, or (ii) if by you
to Amazon.com Services LLC, via email to kdpcontractnotice@amazon.com
with a copy to contracts-legal@amazon.com, and if by you to Amazon Media
EU S.à.r.l., via email to eu-kdpcontractnotice@amazon.lu with a copy to
eu-contracts@amazon.lu. Notices will be effective and deemed received
on the date transmitted or posted.
Terms and Conditions for Optional Programs and Services
Terms and Conditions for KDP Select Program.
KDP Select is an option for KDP publishers. While enrolled in KDP
Select, your Digital Book must be exclusive to us and will be included
in Kindle Unlimited and any substantially equivalent Kindle subscription
programs ("Kindle Subscription Programs") where it will be eligible to
earn a share of a monthly cash fund. Additionally, by including your
Digital Book in KDP Select, your Digital Book will be eligible for
various other KDP Select Benefits, including enrollment in Kindle
Countdown Deals, free promotions, and the ability to earn 70% royalty
for sales to customers in territories outlined in the Digital Book Pricing Page. If
there is any conflict among the terms in this Agreement, these KDP
Select Terms and Conditions govern over the general KDP Terms and
Conditions above.
1 Exclusivity. When you
include a Digital Book in KDP Select, you give us the exclusive right to
sell and distribute your Digital Book in digital format while your book
is in KDP Select. During this period of exclusivity, you cannot sell or
distribute, or give anyone else the right to sell or distribute, your
Digital Book (or a book that is substantially similar), in digital
format in any territory where you have rights.
2 KDP Select Benefits.
2.1 Promotional
Pricing Programs. During each 90-day KDP Select enrollment term, you
may run your Digital Book in either a Kindle Countdown Deals or a free
promotion.
2.1(a) Kindle Countdown Deals. For additional details, please see the Kindle Countdown Deals page. Kindle Countdown Deals
allow you to promote your Digital Book for a limited period of time at
increasing Promotional List Prices. If you are compliant with this
Agreement, for each Digital Book sold to a customer through Kindle
Countdown Deals, the Amazon party that made the sale (or whose affiliate
made the sale) will pay you a Royalty based on the “Promotional List
Price” that you provide, as described on the Digital Book Pricing Page,
net of refunds, bad debt, and any VAT, sales or other taxes charged to a
customer or applied with respect to sales to a customer. As with any
List Price, to the extent not prohibited by applicable local laws, we
have the discretion to set the retail customer price at which your
Digital Books are sold.
2.1(b) Free Promotions. You can schedule one
or more free promotions for your Digital Book for up to a total period
of 5 days during each 90-day period your Digital Book is in KDP Select. A
free promotion is the offering of your Digital Book to customers for a
price of zero. You will not receive any Royalties on your Digital Book
during a free promotion. Free promotions may not be available for sales
to customers in certain countries. If you don’t use all 5 free promotion
days during the 90-day period, you can’t roll them over to future
periods. Scheduled start times and end times of free promotions are
approximate due to potential system latencies.
2.2 Inclusion in
Kindle Subscription Programs. Digital Books included in KDP Select will
be automatically included in Kindle Subscription Programs. Find more
information about Kindle Subscription Programs here. Kindle Subscription Programs may not be available on all Amazon websites or to all customers.
For KDP Publishers established in France only: Pursuant to the
recommendations of the France Book Mediator regarding ebooks
subscription services, KDP publishers based in France must set a price
per page for each Digital Book available in the Abonnement Kindle
program (the Kindle Unlimited equivalent in France). The price per page
you set will not impact your Royalties, you will continue to be paid a
share of the fund as described in Section 2.3 below. Please follow the
instructions on this page
to set a price per page. We have implemented the “mutualization” model
among all subscribers residing in France. Please see this page for more details.
2.3
KDP Select Fund. We will establish a fund on a monthly basis and you
will be eligible to earn a share of that fund for customers reading your
Digital Books included in the Kindle Subscription Programs. We will
allocate portions of the fund to each marketplace where the programs are
available and you will earn a share of the monthly fund based on the
amount of your content read by customers in each marketplace. These
shares are your total Royalty for customer access to your Digital Books
through the Kindle Subscription Programs. We will set, in our sole
discretion, the criteria for determining how much of your content is
read and how to determine the proportionate allocation of the fund. We
may publicly announce the top Digital Books, including the author,
publisher, number of qualified reads and borrows, and KDP Select fund
royalties earned.
2.4 70% Royalty in Brazil, Japan, Mexico, and
India. Digital Books enrolled in KDP Select will be eligible to earn 70%
royalty for sales to customers in Brazil, Japan, Mexico, and India. The
List Prices you set for Brazil, Japan, Mexico, and India must also meet
the 70% List Price requirements for sales to customers in Brazil,
Japan, Mexico, and India. If your Digital Book is not enrolled in KDP
Select or you do not meet the 70% List Price requirements, you will earn
35% royalty.
3 Period of Participation and Automatic Renewal.
Once you include a Digital Book in KDP Select, your Digital Book will be
in KDP Select for a period of 90 days, unless we remove your Digital
Book from KDP Select. Your Digital Book’s participation will
automatically renew for additional 90-day periods, unless you opt out
through the KDP website before renewal. We can end KDP Select at any
time in our discretion; if we do, these terms and conditions will no
longer be in effect, except Section 5 will survive. We may allow a
customer who accesses your Digital Book through Kindle Subscription
Programs to continue to keep it checked out for as long as they want,
including after your Digital Book’s participation in KDP Select ends.
4
Book Eligibility. Because this option is for exclusive content, if you
do not control the exclusive rights to your Digital Book or the primary
content in your Digital Book, you cannot include it in KDP Select. For
example, if your Digital Book consists primarily of content that is in
the public domain or licensed by you on a non-exclusive basis (i.e., if
others can also publish this content), you cannot include it in KDP
Select. We reserve the right to determine the types of Digital Books
that we accept in KDP Select. We can choose not to accept your Digital
Book in KDP Select or to remove it from KDP Select at any time in our
discretion.
5 Your Commitment. Your commitment to these terms
and conditions is important, and the benefits we provide to you as part
of this option are conditioned on your following through on your
commitments. If you unpublish your Digital Book, we will remove it from
the Kindle Subscription Programs, but you must continue to comply with
these commitments, including exclusivity, through the remainder of the
Digital Book’s then-current 90-day period of participation in KDP
Select. If you don’t comply with this Agreement or we determine in our
sole discretion that borrows or reading of your Digital Book originated
from accounts attempting to manipulate our services, then we will not
owe you Royalties for your Digital Books for the Kindle Subscription
Programs, and we may offset any of those Royalties that were previously
paid against future Royalties, or require you to remit them to us. We
may also withhold your Royalty payments on all your Digital Books for a
period of up to 90 days while we investigate. This doesn’t limit other
remedies we have, such as prohibiting your future participation in KDP
Select or KDP generally. You must have an active Program account in
order to be eligible to receive Royalties for the Kindle Subscription
Programs.
Terms and Conditions for KDP Pre-Orders
You may
make an eligible Digital Book that meets pre-order requirements
available for customer pre-order up to 365 days in advance of that
Digital Book’s official release date.
1 Enrollment.
You may make your eligible Digital Book available for pre-order by
choosing “pre-order” as your book release option during title set-up.
We have established important deadlines for pre-order enrollment to
ensure a positive customer experience. If you miss these deadlines, we
may suspend your access to pre-order and customer pre-orders may be
cancelled. For additional details on pre-order enrollment and
requirements, please see the KDP pre-orders page.
2 Publisher Payments.
Royalties for pre-order sales will be paid approximately 60 days
following the end of the calendar month of the Digital Book’s actual
release date.
3 Pre-Order Price Guarantee. Amazon
offers customers a Pre-order Price Guarantee for pre-orders on certain
Amazon websites that guarantees that a customer is charged the lowest
price offered by Amazon between the time the customer places the order
and the end of the day of the release date. As a result, if you lower
the List Price of a Digital Book while it is available for pre-order, we
may charge customers that pre-ordered that Digital Book before the
price decrease the lower price. Your Royalty will be based on the
actual price we charge customers as a result of our Pre-order Price
Guarantee, net of refunds, bad debt, and any VAT, sales or other taxes
charged to a customer or applied with respect to sales to a customer.
Terms and Conditions for Kindle Vella
If
you reside in the US, you may make your work available to Amazon
customers in installments, each such installment, an “Episode” and a set
of multiple Episodes, a “Story.”
1. Content. Refer to our Kindle Vella Content Guidelines.
2.
Tokens. In order to unlock your Episodes, Amazon customers will redeem
Tokens purchased from Amazon. Amazon has sole and complete discretion to
set the retail customer price at which Tokens are sold, and a purchase
of Tokens is non-refundable except where required by law. We are solely
responsible for processing payments, payment collection and related
customer service with respect to Tokens.
3. Episode Word Count and
Token Pricing. Each Episode must consist of a minimum of 600 words and a
maximum of 5,000 words. The number of Tokens required to unlock each
Episode will be set by Amazon, in its sole and complete discretion.
4.
Royalties. If you are not in breach of your obligations under this
Agreement, for each Token a customer redeems for your Episode, we will
pay you the following Royalty: 50% of the amount the customer paid for
that Token, net of refunds, bad debt, and any fees, VAT, sales or other
taxes charged to a customer or applied with respect to sales or
redemption of Tokens. You will not receive any Royalty for Episodes you
or we make available for free. We will pay Royalties due approximately
60 days following the end of the calendar month during which your
Episodes were unlocked. We will make available to you an online report
detailing unlocked Episodes and corresponding Royalties.
5.
Inapplicable Terms. Except to the extent modified above, all terms in
this Agreement remain in full force as if references to "Digital Books"
or “Books” were references to "Episodes" and Kindle Vella was expressly
included in the definition of “Program.” However, the following sections
do not apply to Kindle Vella: 5.2.3 Lending Kindle Books, 5.3.1
Providing Your List Price, 5.3.2 Currency Conversion, 5.3.3 Multiple
List Prices, 5.4.1 Royalties, 5.4.2. When We Pay You, 5.4.3 Payment
Currencies, 5.4.4 Payment Terms for Brazilian Publishers, Terms and
Conditions for KDP Select Program, Terms and Conditions for KDP
Pre-Orders, the Digital Book Pricing Page and the Print Book Pricing
Page.
Recent Changes to the Agreement
On the date listed
at the top of this Agreement, we updated Sections 3, 5.2.2, 5.8 and
10.1. We also updated Sections 2.3 and 5 of the Terms and Conditions for
KDP Select Program. Please carefully review the revised Agreement in
its entirety.
