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SERVICES AGREEMENT 2. Delivery of Content 2.1 Content Requirements Once you have registered as a member on the Site, you may set up distinct and separately saleable video, audio and/or written works (each, a "Title") by entering required information regarding such Titles on the Site, in connection with our Title Setup requirements. You may deliver to us Content for Titles at any time during the term of this Agreement. "Content" means all content you deliver to us relative to a Title, including your Titles, any short segments of content (each, a "Promotional Clip") (if any), all available text data relevant to a Title (for example, as applicable, the Title name, description, artist name, track name, track length, images and trim size of a written Title, and release date) ("Metadata"), artwork and images for each Title (together with the Metadata, the "Descriptive Materials"), and any trademarks, trade names, service marks, logos, commercial symbols and other designations contained in any of the foregoing. 2.2 Content Delivery For each Title you set up, you will send the applicable Content and Descriptive Materials at your own expense and in accordance with the Submission Requirements (which we may update from time to time), via electronic upload for written and audio Titles and in hard copy physical format for video and audio Titles (each such instance of Content, a "Source Copy"). You will at all times retain legal title to your Source Copies. However, we will not return to you any of the hard copy physical format materials you provide to us. 3. Services 3.1. General Once you are registered on the Site, have provided us all the required information, have set up Titles and delivered Content, including any Metadata and Descriptive Materials, to us, and have paid us any applicable fees, you are eligible for our Services, which may include facilitating the distribution of your Titles (including your Content), the listing of your Titles on the CreateSpace E-‐Stores, Amazon Properties and other sales channels, the creation of Packaging Materials (for CDs and DVDs), the printing or manufacture of Units (as defined in Section 4.2 below) and the fulfillment of Unit orders, in each case on your behalf. 6. Licenses; Ownership; Feedback 6.1 Content Subject to your retained control and ownership of your Content as described in Section 6.4, in order to enable us to provide you with the Services on your behalf, you grant to us a nonexclusive license, during the term of this Agreement, to (a) create digital versions of Content you provide in nondigital format; (b) create a digitized version of the Content that we will use to create a Unit (each, a "Source File"); (c) with respect to Books, print, distribute and sell your Book through the CreateSpace E-‐stores, the Amazon Properties and other sales channels, (d) reformat, reproduce, and distribute your Content through the CreateSpace E-‐Stores, the Amazon Properties, and other sales channels in digital form on physical media, (e) reformat for online delivery, reproduce and distribute your Content through the Amazon Properties in digital form via Amazon Instant Video or Amazon MP3, as applicable, subject to content usage rules that are in accordance with Section 6.2 below; (f) create Promotional Clips from your video and audio Content, provided that we will only create Promotional Clips upon your request for Titles not distributed through Amazon Instant Video or Amazon MP3; (g) distribute, display, transmit, perform and use the Promotional Clips (if any) and the Descriptive Materials for promotional purposes; and (h) create Packaging Materials from the Descriptive Materials. We may broadly integrate the Descriptive Materials into the Amazon Properties, and they may appear in several places on the Amazon Properties. By way of example and not limitation, the Descriptive Materials may appear on product detail pages, in search results, in customer browsing and buying history, and in routine, automated and community-‐driven merchandising features such as recommendations and "Listmania." Our use of the Descriptive Materials may become integral to the Amazon Properties throughout the term of this Agreement and will continue beyond the term of this Agreement even though we will no longer produce or sell new Units after the term of this Agreement. Therefore, notwithstanding anything to the contrary herein, for Descriptive Materials and Promotional Clips, the license you grant us in Section 6.1(g) will be perpetual and royalty-‐free. For preprinted inventory of your Units, we may distribute and sell your Units through the Amazon Properties and other channels until we have sold all Units that we created during the term of this Agreement. For video and audio Titles, we may use text from the Content, including creating or using closed caption text or transcripts, as the basis for returning search results to visitors to the Amazon Site and to display excerpts of such text to illustrate the relevance of the search result. You will deliver closed captions and subtitles in accordance with our Content Guidelines to the extent available, but in any to the extent required by applicable law. Amazon may create, insert and distribute closed captions and subtitles for the Content.
You agree that we and our affiliates may include your written Titles in the Search Inside!™ program, which enables visitors to view, search, and "page browse" through your written Titles. Accordingly, for each of your written Titles you hereby grant us permission, on a nonexclusive, perpetual basis, to (x) reproduce and store the entirety of each Title in digital form on one or more computer facilities of or under the control of us or our affiliates or our independent contractors; (y) extract factual information from your written Titles, such as character names, statistically improbable phrases and capitalized phrases, and display such information to visitors to any Amazon Property; and (z) to display portions of each Title on the Amazon Properties so that a user will be able to (i) use queries to locate, select and display excerpts that include the search terms for every occurrence of the search terms; and (ii) view a limited number of pages within a Title during any single session. You further grant us permission to cause such transmission, reproduction and other use of the Content as mere technological incidents to and for the limited purpose of technically enabling the rights licensed to us under this Agreement (including, but not limited to, caching to enable display and transfer and encoding supplemental copies of Titles in alternate formats). So long as we pay you the applicable Content License Royalty upon the manufacture of your Book, we may print a reasonable number of copies of any Book to hold in our inventory. We may destroy inventory at any time without obligation to you. You grant us the rights set forth in this Section 6.1 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 Title, then the territory for the sale of that Title will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights. 6.2 Digital Content Usage Rules We or our affiliates may establish, from time to time, in our or its sole discretion, content usage rules governing the use, by Amazon Instant Video Customers, of Units sold or rented via Amazon Instant Video, which content usage rules will establish, among other things, the number of devices to which a Customer will be entitled to download a Unit in connection with a single purchase of a Unit and the time period within which a Customer may view Units rented from Amazon Instant Video. Such rules may, without limitation, (a) permit Customers to download multiple copies of Units for simultaneous use on multiple devices; and (b) permit Customers who have purchased your Units during the term of this Agreement to re-‐ download them from Amazon Instant Video, from time to time, both during and after the term of this Agreement. In addition, our affiliate may establish, from time to time, in its sole discretion, content usage rules governing the use, by Amazon MP3 Customers, of Units sold via Amazon MP3. 6.3 Virtual Storage; Digital Rights Management Amazon Instant Video Customers may be permitted to "store" Content that they have purchased or rented via Amazon Instant Video ("Virtual Storage") if they wish to do so in lieu of keeping copies on their own computers. Customers may re-‐ download previously purchased Content from Virtual Storage from time to time. We or our affiliate may elect, in our or its sole discretion, to either utilize or not utilize third-‐party digital rights management software ("DRM") in connection with the distribution of your Units (for sale or rental) via Amazon Instant Video. In the event any DRM is used in connection with your Units, you acknowledge that neither we nor our affiliate has the ability to control any such DRM, makes no representations as to the efficacy of any such DRM, and cannot and will not be responsible for any failure of any such DRM, including, without limitation, any failure of such DRM to enforce the content usage rules described on the Products pages. You will not utilize DRM in any Content that will be distributed by us through Amazon MP3, and you understand that our affiliate will not utilize DRM in connection with any distribution of your Units through Amazon MP3. 6.4 Ownership Subject to the licenses set forth in this Section 6 and the following sentence, and as between the parties, you own all right, title and interest in and to the Content, including all patent, copyright, trademark, service mark, mask work, moral right, trade secret or other intellectual property or proprietary right (collectively, "Intellectual Property Rights") therein. Subject to your underlying rights in the Content, as between the parties, we will own all right, title and interest in and to the templates and other materials created, provided or used by us in our performance under this Agreement (including Source Files and Packaging Materials), including all Intellectual Property Rights therein. 6.5 Cover Images. We may agree to provide you a file containing an image of the cover of your Title (“Cover Image”). Contingent upon your receipt of such Cover Image, we hereby grant you, during the term of this Agreement, a worldwide, royalty-‐free right to use the Cover Image for any lawful purpose related to promoting your Title. 7. Representations and Warranties You acknowledge that we are not the publisher of your Titles (including your Content). You represent and warrant that you will be the publisher of your Titles (including your Content) and, in any case, that you will bear the full and ultimate responsibility for the publication and general distribution of your Titles (including your Content). You further represent and warrant that (a) you will comply with all laws, rules, regulations and orders of any governmental authority having
jurisdiction over your performance hereunder as applicable in each country (including any local legal requirements with respect to your publication of your Titles, such as making any necessary notifications and filings of copies of your Titles); (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; (c) prior to your delivery of Content to us you have or have obtained all rights, clearances and permissions to grant the licenses you grant hereunder that are necessary for us to exercise the rights you grant under this Agreement without any further payment obligation by us, including all necessary music publishing and public performance rights in the Content and the Promotional Clips; (d) you are granting us the rights, licenses and authorizations you grant hereunder free and clear of any encumbrances, and this Agreement does not violate or conflict with any other arrangements, understandings or agreements between you and any third party; (e) the Content (and our use thereof) is not defamatory, libelous, obscene, or otherwise illegal, does not invade any right of privacy, and does not infringe upon any Intellectual Property Right or right of publicity of any person or entity, and any recipe, formula, or instruction contained in the Content is accurate and is not injurious to the user; (f) the Content complies with all aspects of the Content Guidelines, as such may be updated from time to time; and (g) you are and will be solely responsible for accounting and paying any co-‐owners or co-‐administrators of any Content any royalties with respect to the uses of the Content permitted hereunder and their respective shares, if any, of any monies payable hereunder. You will pay (x) all royalties and other income due to copyright owners, record royalty participants and under any applicable collective bargaining agreements relating to the Titles, and (y) all royalties and other income due to authors, copyright owners or administrators and/or other royalty participants in the musical compositions embodied in the Titles. 12. Privacy Please read the www.createspace.com privacy notice (the "Privacy Notice"), which is incorporated herein by reference. The Privacy Notice may be changed by us in the future. You should check the Privacy Notice frequently for changes. Unless otherwise authorized or consented, you agree not to use any information regarding other participants that is accessible from the Site or the Amazon Site or disclosed to you by us or our affiliates. By way of example and not limitation, you agree not to use any such information for purposes of solicitation, advertising, unsolicited e-‐mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct. We and our affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. 14. No Grant of License by Us For the avoidance of doubt, we do not hereby 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 (collectively, the "CreateSpace IP"). Additionally, you may not in any way use any CreateSpace IP, including without limitation for the purpose of issuing any press release or other activity that may be considered promotional or marketing related.