Publisher & Content Distribution Agreement

1. Purpose and Scope

This Publisher & Content Distribution Agreement (“Agreement”) governs the relationship between EDinBOOK (“EDinBOOK”, “we”, “us” or “our”) and the publisher, publishing company, university press, institution, rights owner or other authorised entity entering into this Agreement (“Publisher”, “you” or “your”) for the submission, publication, distribution, licensing, marketing and/or sale of Content through EDinBOOK.

EDinBOOK is a global digital publishing, education and content-distribution platform and may provide its Services to Publishers, authors, institutions, students, educators, researchers and other Users across multiple countries and territories.

This Agreement is intended to operate together with the:

1. EDinBOOK Global Terms of Use;
2. EDinBOOK Privacy Policy;
3. applicable Rights & Commercial Schedule;
4. applicable institutional or distribution agreements;
5. applicable Data Processing Agreement; and
6. other product-specific terms expressly incorporated into the Publisher’s relationship with EDinBOOK.

Where a specific written commercial agreement or Rights & Commercial Schedule expressly conflicts with this Agreement, the specific agreement shall prevail only with respect to the subject matter expressly addressed by it.

2. Definitions

2.1 “Content”

Means any material supplied by the Publisher, including:

• books;
• textbooks;
• e-books;
• academic publications;
• journals;
• research publications;
• educational materials;
• articles;
• manuals;
• course materials;
• examination materials;
• images;
• illustrations;
• audio;
• video;
• datasets;
• supplementary materials;
• metadata;
• cover artwork;
• descriptions;
• promotional materials; and
• associated intellectual property.

2.2 “Publisher”

Means the legal entity or authorised person supplying Content and granting EDinBOOK the rights specified in this Agreement and the applicable Rights & Commercial Schedule.

2.3 “Rights Holder”

Means the person or entity legally owning or controlling the relevant intellectual-property rights.

2.4 “Digital Content”

Content made available electronically through EDinBOOK or an authorised distribution channel.

2.5 “Hard-Copy Content”

Content reproduced and distributed in physical form.

2.6 “Customer”

An individual, institution, organisation or other entity that lawfully purchases, licenses or accesses Content.

2.7 “Institution”

A school, college, university, polytechnic, research organisation, library, government institution, professional organisation or other educational or institutional entity.

2.8 “Net Revenue”

The revenue remaining from an eligible transaction after the deductions expressly authorised by the applicable Rights & Commercial Schedule.

3. Appointment

The Publisher appoints EDinBOOK, on the basis and within the scope specified in this Agreement and the applicable Rights & Commercial Schedule, to provide agreed publishing and distribution Services for the Content.

The appointment may be:

• non-exclusive;
• exclusive;
• worldwide;
• territory-specific;
• format-specific;
• channel-specific; or
• otherwise limited,

as expressly stated in the applicable Rights & Commercial Schedule.

No exclusivity shall be implied merely because Content is submitted to or published through EDinBOOK.

4. Ownership of Publisher Content

The Publisher retains all ownership rights in its Content except for the specific rights expressly licensed to EDinBOOK.

Nothing in this Agreement shall be interpreted as:

• an assignment of copyright;
• a transfer of ownership;
• a transfer of trademark ownership;
• a transfer of publishing ownership;
• a transfer of moral rights where such rights cannot legally be transferred; or
• a permanent transfer of the Publisher’s intellectual property.

EDinBOOK receives only the licence and rights expressly granted under this Agreement and the applicable commercial schedule.

5. Representations and Warranties

The Publisher represents and warrants that:

5.1 Authority

It is legally authorised to enter into this Agreement.

5.2 Ownership or Licensing

It owns or controls, or has validly obtained, all rights necessary to grant the rights provided to EDinBOOK.

5.3 Author Agreements

Where applicable, the Publisher has obtained valid agreements from authors, editors, contributors and other rights holders sufficient to permit the proposed exploitation of the Content.

5.4 Third-Party Materials

All necessary permissions have been obtained for third-party materials contained in the Content.

5.5 No Conflicting Grant

The Publisher has not granted another person or entity rights that conflict with the rights being granted to EDinBOOK.

5.6 Accuracy

The Publisher shall use reasonable care to ensure that information and metadata supplied to EDinBOOK is accurate and current.

5.7 Lawfulness

The Content does not knowingly violate applicable law.

6. Content Submission

The Publisher shall submit Content through the EDinBOOK publishing console, approved API, authorised upload process or another approved delivery method.

The Publisher may be required to provide:

• title;
• author information;
• ISBN or other identifier;
• edition;
• publication date;
• description;
• subject classification;
• language;
• territory;
• pricing;
• rights information;
• copyright information;
• cover artwork;
• metadata;
• accessibility information;
• publisher information; and
• other information reasonably required for publication and distribution.

The Publisher is responsible for ensuring that submitted information is accurate and complete.

7. Content Quality and Technical Requirements

EDinBOOK may establish reasonable technical requirements for submitted Content.

EDinBOOK may reject or request modification of Content that:

• is technically defective;
• contains malware;
• cannot reasonably be processed;
• contains materially incomplete metadata;
• creates security risks;
• violates applicable law;
• materially infringes third-party rights; or
• fails agreed publishing standards.

Where reasonably practicable, EDinBOOK shall provide the Publisher an opportunity to correct technical or metadata issues before rejecting Content.

8. Licence Granted to EDinBOOK

Subject to the applicable Rights & Commercial Schedule, the Publisher grants EDinBOOK a limited, non-exclusive, worldwide licence to:

• host;
• store;
• reproduce;
• format;
• convert;
• encode;
• index;
• display;
• transmit;
• distribute;
• market;
• promote;
• sell;
• license;
• make available;
• provide authorised customer access to; and
• otherwise technically process

the Content for the purposes of providing the agreed EDinBOOK Services.

The licence shall apply only to the rights, formats, territories and duration specified in the applicable commercial agreement.

9. Commercial Rights

Where EDinBOOK is appointed to commercially distribute Content, the applicable Rights & Commercial Schedule shall identify:

• the permitted formats;
• territory;
• duration;
• exclusivity;
• distribution channels;
• customer-access model;
• pricing;
• revenue share;
• commission;
• institutional rights;
• hard-copy rights;
• translation rights;
• promotional rights;
• sublicensing rights; and
• other material commercial terms.

EDinBOOK shall not assume a commercial right merely because the Content has been uploaded.

10. Digital Distribution

Where Digital Content rights are granted, EDinBOOK may make the Content available through:

• EDinBOOK websites;
• EDinBOOK applications;
• authorised institutional portals;
• authorised customer accounts;
• approved digital distribution partners; and
• other approved digital channels.

EDinBOOK may create technical copies necessary to provide these Services.

11. Customer Access

EDinBOOK may permit Customers to:

• read Content online;
• download authorised copies;
• access Content through supported devices;
• access Content through institutional subscriptions;
• access Content through licensed accounts; and
• re-access lawfully acquired Content according to the applicable licence.

The specific customer-access model shall be determined by the relevant product or commercial arrangement.

12. Existing Customer Rights

Where a Customer has lawfully acquired access to Content before the termination or removal of that Content, EDinBOOK may continue providing such access for the period for which the Customer was legitimately licensed.

Termination of the Publisher relationship shall not automatically invalidate rights that have already been lawfully granted to Customers.

The Publisher acknowledges that this provision is necessary to protect legitimate customer transactions and avoid retroactive cancellation of completed sales or licences.

13. Hard-Copy Distribution

Hard-copy publishing, printing, fulfilment or distribution rights shall apply only where expressly granted.

Where such rights are granted, EDinBOOK may:

• print;
• arrange printing;
• use print-on-demand services;
• hold inventory;
• fulfil orders;
• use logistics providers;
• distribute physical copies;
• process returns; and
• provide replacements where appropriate.

The commercial treatment of printing, delivery, inventory and other physical costs shall be specified in the applicable commercial schedule.

14. Institutional Distribution

The Publisher authorises EDinBOOK to make Content available to Institutions where such rights have been granted.

Institutional arrangements may include:

• bulk purchases;
• institutional licences;
• student access;
• faculty access;
• subscription models;
• negotiated pricing;
• volume discounts;
• institution-specific portals; and
• time-limited access.

Where an Institution has negotiated commercial terms with EDinBOOK, the Publisher’s revenue entitlement shall be calculated according to the applicable commercial schedule.

15. Global Distribution

EDinBOOK may operate and distribute Content internationally.

Where worldwide rights are granted, EDinBOOK may make the Content available in multiple countries, subject to:

• applicable laws;
• territorial restrictions;
• sanctions;
• payment availability;
• local regulatory requirements;
• distribution restrictions;
• copyright restrictions; and
• other lawful limitations.

The Publisher is responsible for informing EDinBOOK of any country-specific rights restrictions applicable to the Content.

16. Territorial Restrictions

Where the Publisher has excluded particular territories, EDinBOOK shall use commercially reasonable measures to restrict distribution in those territories.

The Publisher acknowledges that technological territorial restrictions cannot always guarantee absolute prevention of access from every location.

EDinBOOK shall not knowingly circumvent an expressly agreed territorial restriction.

17. Exclusivity

Unless expressly stated otherwise, all rights granted to EDinBOOK are non-exclusive.

Where exclusive rights are granted, the agreement must identify:

• exclusive territory;
• exclusive format;
• exclusive channel;
• exclusive rights;
• commencement date;
• expiry date;
• minimum performance requirements, if applicable;
• exceptions; and
• termination conditions.

An exclusive arrangement shall not be perpetual unless expressly and lawfully agreed.

18. Pricing

The Publisher may propose or establish the retail price for Content, subject to:

• applicable law;
• EDinBOOK’s commercial model;
• institutional pricing;
• promotional pricing;
• payment-processing requirements;
• taxes;
• currency considerations; and
• applicable market conditions.

Where EDinBOOK is authorised to determine or modify pricing, such authority shall be expressly stated in the Rights & Commercial Schedule.

19. Promotional Pricing

EDinBOOK may offer promotional pricing only in accordance with the agreed commercial terms.

Promotions may include:

• discounts;
• bundles;
• coupons;
• institutional promotions;
• volume discounts;
• limited-time offers;
• introductory pricing; and
• other promotional programmes.

The effect of promotional pricing on the Publisher’s revenue share shall be clearly stated in the applicable commercial schedule.

20. Price Parity

Unless expressly agreed otherwise, the Publisher shall not be required to maintain a lower or higher price on EDinBOOK than on another authorised channel.

Where a specific price-parity obligation is commercially agreed, it must be expressly stated in the applicable commercial schedule.

21. Revenue and Commission

EDinBOOK shall calculate the Publisher’s revenue share according to the agreed commercial model.

The applicable revenue waterfall shall identify, where relevant:

1. gross customer payment;
2. taxes;
3. refunds;
4. chargebacks;
5. payment-processing fees;
6. EDinBOOK commission;
7. institution share;
8. affiliate/referral commission;
9. hard-copy or fulfilment costs;
10. other authorised deductions; and
11. Publisher’s final amount.

EDinBOOK shall not deduct an amount that has not been authorised by the applicable agreement or required by law.

22. Revenue Statements

EDinBOOK shall provide the Publisher with commercially reasonable information concerning eligible transactions and amounts payable.

Statements may include:

• transaction date;
• Content title;
• quantity;
• gross amount;
• applicable deductions;
• refunds;
• chargebacks;
• commissions;
• Publisher share; and
• final payable amount.

EDinBOOK may aggregate information where required for privacy, security or operational reasons.

23. Payment

Unless otherwise agreed, amounts due to the Publisher shall be settled according to the settlement schedule stated in the Rights & Commercial Schedule.

Payments may be subject to:

• minimum payout thresholds;
• bank charges;
• payment-provider charges;
• exchange-rate fluctuations;
• taxes;
• withholding requirements;
• refunds;
• chargebacks; and
• legitimate account adjustments.

24. Payment Disputes

The Publisher shall notify EDinBOOK of any good-faith dispute concerning a revenue statement within the period specified in the applicable commercial schedule.

The parties shall cooperate in good faith to reconcile disputed transactions.

Undisputed amounts shall not ordinarily be withheld merely because another amount is disputed.

25. Refunds and Chargebacks

EDinBOOK may reverse revenue allocations relating to transactions that are:

• refunded;
• charged back;
• cancelled;
• reversed;
• fraudulent; or
• otherwise invalidated.

Where a refund is caused solely by an EDinBOOK operational error, EDinBOOK shall bear responsibility to the extent provided by applicable law and the commercial agreement.

26. Taxes

Each party shall be responsible for its own applicable taxes.

EDinBOOK may withhold taxes where legally required.

The Publisher shall provide reasonably requested tax documentation necessary to process international or domestic payments.

27. Currency

Because EDinBOOK is a global platform, transactions may occur in different currencies.

The applicable commercial schedule shall specify:

• settlement currency;
• conversion methodology;
• applicable conversion date;
• payment-provider charges; and
• other applicable currency provisions.

Exchange-rate fluctuations shall not constitute a breach of this Agreement.

28. Marketing Rights

The Publisher grants EDinBOOK the right to use, during the applicable term:

• Content titles;
• author names;
• publisher names;
• cover images;
• logos;
• trademarks;
• metadata;
• short excerpts;
• descriptions; and
• other approved promotional materials

for the purpose of marketing and promoting the Content and EDinBOOK’s related Services.

EDinBOOK shall not acquire ownership of the Publisher’s trademarks through such use.

29. Promotional Excerpts

EDinBOOK may use reasonable excerpts of Content for:

• previews;
• search;
• discovery;
• marketing;
• advertising;
• catalogues;
• social media;
• institutional presentations; and
• promotional campaigns.

EDinBOOK shall use excerpts in a manner reasonably connected with promotion or discovery of the Content.

30. Metadata

The Publisher grants EDinBOOK the right to use, reproduce, modify, organise, display and distribute metadata supplied with the Content for:

• discovery;
• search;
• categorisation;
• recommendation;
• indexing;
• catalogue creation;
• sales;
• marketing;
• analytics; and
• platform operation.

EDinBOOK may correct obvious technical or formatting errors in metadata but shall not intentionally misrepresent material Publisher information.

31. Artificial Intelligence

EDinBOOK may use automated technologies to perform legitimate platform functions, including:

• metadata generation;
• search;
• recommendation;
• content classification;
• fraud detection;
• moderation;
• accessibility;
• technical processing;
• translation where authorised; and
• quality control.

31.1 General-Purpose AI Training

Unless expressly authorised in writing by the Publisher, EDinBOOK shall not use the substantive Publisher Content to train a general-purpose generative AI model.

31.2 AI-Assisted Processing

Where EDinBOOK uses AI or automated systems to process Content for an agreed platform function, such processing shall be limited to that legitimate function.

31.3 Third-Party AI Providers

Where EDinBOOK uses third-party technology providers, EDinBOOK shall take commercially reasonable measures to ensure that the Publisher’s Content is processed consistently with the rights granted under this Agreement.

32. Translation Rights

Translation rights are not automatically granted.

Where translation rights are expressly granted, EDinBOOK may:

• commission translations;
• use qualified translation providers;
• use authorised translation technology;
• create translated editions; and
• distribute translated editions within the agreed territory.

The applicable commercial schedule shall determine revenue and attribution arrangements for translated editions.

33. Accessibility Rights

EDinBOOK may create reasonable accessibility adaptations, including:

• text reflow;
• screen-reader compatible versions;
• alternative text;
• accessible formatting;
• audio accessibility; and
• other legally permitted accessibility adaptations.

Accessibility processing does not transfer ownership.

34. Sublicensing and Distribution Partners

Where sublicensing is expressly authorised, EDinBOOK may appoint:

• distributors;
• resellers;
• institutional partners;
• technology providers;
• logistics providers;
• payment providers;
• digital marketplaces; and
• other service providers

to facilitate the agreed Services.

EDinBOOK shall not grant a third party broader commercial rights than those granted to EDinBOOK unless the Publisher expressly authorises such rights.

35. Data and Customer Information

EDinBOOK may collect and process information necessary to:

• process transactions;
• provide customer access;
• operate accounts;
• prevent fraud;
• provide support;
• comply with law;
• administer licences; and
• operate the platform.

EDinBOOK shall process personal information in accordance with its Privacy Policy and applicable data-protection laws.

The Publisher shall not automatically receive personal information belonging to Customers where disclosure would violate applicable privacy or data-protection requirements.

Where appropriate, EDinBOOK may provide aggregated or anonymised commercial analytics.

36. Copyright and Rights Complaints

If EDinBOOK receives a credible allegation that Content infringes third-party rights, EDinBOOK may:

• notify the Publisher;
• temporarily restrict the Content;
• suspend distribution;
• request documentation;
• remove Content; or
• take other reasonable measures.

EDinBOOK may act immediately where required by law or where necessary to prevent significant harm.

Where reasonably practicable, the Publisher shall be given an opportunity to respond.

37. Content Removal

EDinBOOK may remove or restrict Content where:

• it violates applicable law;
• it materially infringes third-party rights;
• the Publisher’s rights have expired;
• continued distribution creates material legal risk;
• the Content contains malware or security risks;
• the Publisher materially breaches this Agreement; or
• removal is otherwise reasonably necessary to protect Users or EDinBOOK.

Where practicable, EDinBOOK shall notify the Publisher.

38. Publisher Requested Removal

The Publisher may request removal or suspension of Content by providing notice through the approved EDinBOOK process.

Where removal is requested because the Publisher’s rights have expired or been withdrawn, EDinBOOK shall use commercially reasonable efforts to discontinue new sales or distribution within a reasonable operational period.

Existing lawful customer licences may continue according to Section 12.

39. Termination

Either party may terminate this Agreement in accordance with the applicable notice period specified in the Rights & Commercial Schedule.

Either party may terminate for material breach where:

1. written notice is given;
2. the breach is capable of remedy; and
3. the breaching party fails to remedy it within the applicable cure period.

Immediate termination may be permitted where the breach:

• is incapable of remedy;
• involves fraud;
• involves serious intellectual-property infringement;
• creates significant legal risk; or
• requires immediate action under applicable law.

40. Effect of Termination

Upon termination:

• EDinBOOK shall cease new commercial distribution of affected Content subject to applicable customer rights;
• the Publisher shall retain ownership of its Content;
• accrued payment obligations shall survive;
• legitimate refunds and chargebacks may be processed;
• existing customer licences may remain active;
• confidentiality obligations shall survive where applicable; and
• provisions intended to survive termination shall remain effective.

41. Post-Termination Payments

Termination does not extinguish the Publisher’s entitlement to revenue already accrued.

EDinBOOK shall process outstanding settlements according to the applicable settlement schedule, subject to:

• refunds;
• chargebacks;
• payment reversals;
• taxes;
• legitimate disputes; and
• other authorised adjustments.

42. Confidentiality

Each party shall protect confidential information received from the other.

Confidential information shall not include information that:

• is publicly available without breach;
• was already lawfully known;
• is independently developed; or
• is lawfully received from another source without confidentiality obligations.

43. Indemnification by Publisher

To the extent permitted by applicable law, the Publisher shall indemnify EDinBOOK against third-party claims arising directly from:

• infringement caused by the Publisher’s Content;
• lack of necessary rights;
• unauthorised use of third-party material;
• fraudulent rights representations;
• unlawful Content supplied by the Publisher; or
• material breach of this Agreement.

The indemnity shall not apply to the extent a claim is caused by EDinBOOK’s independent unlawful conduct, gross negligence, wilful misconduct or material breach.

44. EDinBOOK’s Responsibility

Nothing in this Agreement shall require the Publisher to indemnify EDinBOOK for liabilities arising solely from:

• EDinBOOK’s unlawful conduct;
• EDinBOOK’s unauthorised exploitation of Content;
• EDinBOOK’s wilful misconduct; or
• liabilities that cannot legally be transferred.

45. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special or consequential losses arising from this Agreement.

Nothing shall exclude liability that cannot lawfully be excluded or limited.

Any agreed monetary liability cap shall be specified in the applicable commercial schedule.

46. Force Majeure

Neither party shall be responsible for delay or failure caused by events beyond reasonable control, including:

• natural disasters;
• war;
• civil unrest;
• government action;
• telecommunications failure;
• infrastructure failure;
• widespread cyber incidents;
• payment-system failures;
• epidemics; or
• comparable events.

47. Compliance with Law

Each party shall comply with laws applicable to its obligations under this Agreement.

Because EDinBOOK operates globally, applicable requirements may vary by:

• country;
• state/province;
• territory;
• product;
• Content type; and
• transaction.

Nothing in this Agreement requires either party to violate applicable law.

48. International Trade and Sanctions

EDinBOOK may restrict or refuse transactions where necessary to comply with applicable:

• sanctions;
• export-control laws;
• anti-money-laundering requirements;
• payment restrictions;
• trade restrictions; or
• governmental requirements.

The Publisher shall not knowingly require EDinBOOK to distribute Content in a jurisdiction where such distribution would be unlawful.

49. Audit and Records

The Publisher may request reasonable information concerning the calculation of amounts payable.

Where an audit right is expressly provided in the commercial schedule, the Publisher may conduct an audit subject to:

• reasonable notice;
• confidentiality;
• reasonable frequency;
• protection of other customers’ confidential information; and
• applicable data-protection law.

50. Dispute Resolution

The parties shall first attempt in good faith to resolve disputes through commercial discussion.

Where unresolved, the applicable Rights & Commercial Schedule shall specify the governing law and dispute-resolution procedure.

For international commercial relationships, the parties may agree to mediation and/or international arbitration.

Nothing in this Agreement shall deprive a party of mandatory rights or remedies available under applicable law.

51. Governing Law

The governing law shall be specified in the applicable commercial agreement.

For international transactions, EDinBOOK may use a neutral or commercially appropriate governing-law and arbitration framework rather than automatically applying the law of one particular country to every global relationship.

52. Assignment

The Publisher may not assign this Agreement or its material obligations without EDinBOOK’s written consent, except where permitted by applicable law or expressly provided in the commercial agreement.

EDinBOOK may assign this Agreement as part of:

• a merger;
• acquisition;
• restructuring;
• corporate reorganisation;
• sale of substantially all relevant business assets; or
• transfer of the relevant EDinBOOK business.

53. Electronic Acceptance

The Publisher may accept this Agreement by:

• electronic signature;
• click acceptance;
• authenticated digital acceptance;
• submission of Content after being presented with the Agreement; or
• another legally recognised electronic acceptance method.

Such acceptance shall constitute a binding agreement to the extent permitted by applicable law.

54. Changes to this Agreement

EDinBOOK may update general operational provisions where reasonably necessary.

However, a material change to:

• revenue share;
• commission;
• exclusivity;
• territory;
• duration;
• ownership;
• commercial rights; or
• other material economic terms

shall not retroactively modify an existing transaction or accrued entitlement.

Where a material change affects an existing commercial relationship, EDinBOOK shall provide reasonable notice and, where applicable, obtain the Publisher’s acceptance.

55. No Retroactive Change to Completed Transactions

A change to EDinBOOK’s pricing, commission, revenue configuration, policies or commercial terms shall not retroactively alter the financial treatment of transactions that were completed before the effective date of the change, except where:

• required by law;
• necessary to correct an obvious accounting error; or
• expressly authorised by the applicable agreement.

56. Severability

If a provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary where legally permitted, while the remaining provisions remain effective.

57. No Waiver

Failure to enforce any provision does not constitute a waiver of that provision or the right to enforce it subsequently.

58. Entire Agreement

This Agreement, together with the applicable:

• EDinBOOK Global Terms of Use;
• Rights & Commercial Schedule;
• commercial agreement;
• Privacy Policy;
• Data Processing Agreement; and
• applicable product terms,

constitutes the agreement between EDinBOOK and the Publisher concerning the relevant Content and Services.

59. Order of Precedence

Unless otherwise expressly stated:

1. mandatory applicable law;
2. specific signed commercial agreement;
3. Rights & Commercial Schedule;
4. this Publisher & Content Distribution Agreement;
5. EDinBOOK Global Terms of Use;
6. applicable EDinBOOK policies.