(Last Updated: 2020-12-22)
Given the importance of this Agreement, we encourage you to read it carefully, and in full.
This agreement (the “Agreement”) is a binding agreement between the individual or the entity identified in your Print Trail account (“you” or “Publisher”) and Consilience Media Limited, trading as “Print Trail”.
This Agreement provides the terms and conditions of your participation in the Print Trail self-publication and distribution program and your distribution of print content through the Print Trail web application (all such content, including books and printed materials), as well as any other products you choose to stock and distribute via Print Trail and consists of:
- the terms set forth below;
- the Print Trail Privacy Notice.
- 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 Print Trail web application, or any part of it. If you don’t accept the terms, you are not entitled to use the Print Trail web application. 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.
- Agreement Amendment.
The Print Trail web application 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 https://printtrail.com/terms-and-conditions/ with a revision date indicated at the top, or by notifying you upon your next login to Print Trail web application, or by sending an email to the email address then registered for your Print Trail account.
- Changes to Agreement Terms Other than Those in Section 14 (Grant of Rights). Changes to terms of this Agreement other than those contained in Section 14 (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 Print Trail after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your books and products from further distribution through the Print Trail and terminate your use of Print Trail.
- Changes to the Terms of Section 14 (Grant of Rights). Changes to terms of this Agreement contained in Section 14 (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 Print Trail web application to make additional Books available through the Print Trail web application. Changes to the terms of Section 14 will only apply prospectively with respect to Products 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 Print Trail web application and terminate your use of the Print Trail web application 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 Print Trail web application.
- 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 Print Trail 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 fulfilling orders and on-demand printings for your products within 5 business days from the date you provide us notice of termination. We may also suspend your account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any orders for your Books pending as of the date of termination or suspension.
- Account Eligibility and Registration
- Eligibility. You must have an active account in order to participate in the Print Trail web application. 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 Print Trail account and be the Publisher of the minor’s Book.
- Account Information; No Multiple Accounts. You must ensure that all information you provide in connection with establishing your Print Trail account, such as your name and email, is accurate when you provided it, and you must keep it up to date as long as you use the Print Trail web application. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Print Trail web application and other publishing opportunities from time to time.
- Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Print Trail web application through your account and will not use the account of any third party. You agree to immediately notify Print Trail of any unauthorized use of your username, password or account.
- Content Acceptance and Withdrawal
- Content Delivery. You must provide to us, at your own expense each Book you desire to distribute through the Print Trail web application. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Print Trail web application. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
- Content Requirements. You must ensure that all Book content is in compliance with our policies for content at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies with the Print Trail content guidelines.
- 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 Print Trail web application procedures for metadata submission.
- Product Rejection. We are entitled to determine what content we accept and distribute through the Print Trail web application in our sole discretion. If we request that you provide additional information relating to your books or other products, 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.
- Product Withdrawal. You may withdraw your Products from further production and from further on-demand printing in the Print Trail web application at any time on five business days advance notice by following the then-current Print Trail procedures for Products withdrawal or un-publishing. We may fulfill any customer orders completed up to, and including, the date the Books are available for sale. All withdrawals of Products will apply prospectively only and not with respect to any orders prior to the date of removal.
- Withholding credit, balance, and stock
We can withhold any credit or monetary balance as indicated below. Our exercise of these rights does not limit other rights we may have to withhold funds or exercise other remedies.
- If a third party asserts that you did not have all rights required to make one of your books or products available through the Print Trail web application, we may prevent further orders of the product 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 Product, we will not process further orders for the Product.
- Upon termination of this Agreement, we may withhold all stock until any outstanding unpaid invoices are paid in full.
- If we determine in our sole discretion that deceptive, fraudulent, or illegal activity has occurred with respect to your products or your Print Trail account, then we may permanently cancel your Print Trail account.
- If after we have terminated your account you open a new account without our express permission, we may, in our discretion, refuse to activate your account.
We may, in our discretion, reformat your print Products, and you acknowledge that unintentional errors may occur in the process of reformatting of your Products. If any such errors do occur, you may remove the affected Product from further sale in the Print Trail web application, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a Product file as you deliver it to us.
- Marketing and Promotion.
We may, without limitation, refer to your products and brand name in our marketing. 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 product, or to continuing marketing, distributing or selling a book or product after we have commenced doing so.
You will be notified of changes to pricing with a minimum of 14 days advance notice.
- Using the Print Trail software
- You may use Print Trail Software solely for purposes of enabling you to use the Print Trail Services as provided by Print Trail, and as permitted by these Conditions of Use and any Service Terms. You may not incorporate any portion of the Print Trail Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the Print Trail Software in whole or in part.
- Orders placed by you, any of your team users, or any of your channel integrations, will be chargeable, once processed.
- Cancelling orders may incur charges, including full costs where an order is processed, printed, or despatched prior to cancellation.
- Copyright. All software used in any Print Trail Service is the property of Print Trail or its software suppliers and is protected by national and international copyright laws.
- No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Print Trail Software, whether in whole or in part.
- Updates. We may offer automatic or manual updates to the Print Trail Software at any time and without notice to you. Therefore, the user interface and functionality of the Print Trail application may change over time.
- Content Guidelines
These guidelines apply to all products, including printed content, and including title, cover art, and product description.
- Illegal or infringing content. We take violations of laws and proprietary rights very seriously. It is your responsibility to ensure that your content doesn’t violate laws or copyright, trademark, privacy, publicity, or other rights. Just because content is freely available does not mean you are free to copy and sell it.
- Public domain and other non-exclusive content. Some types of content, such as public domain content, may be free to use by anyone, or may be licensed for use by more than one party. We will not accept content that is freely available on the web unless you are the copyright owner of that content. For example, if you received your book content from a source that allows you and others to re-distribute it, and the content is freely available on the web, we will not accept it on Print Trail. We do accept public domain content but may choose not to sell a public domain book if its content is undifferentiated or barely differentiated from one or more other books. Also, we do not allow companion books based on copyrighted works (e.g., summaries, study guides, etc.) to be published without written permission from the copyright holder.
- Other prohibited content. We reserve the right not to allow certain content, such as pornography, hate, racism, sexism, or other inappropriate material.
- Examples of Prohibited Products:
- Products that contain violent or offensive material that has no historical significance. We reserve the right to make a determination on the historical value of the item.
- Products that promote, incite, or glorify hate or violence towards any person or group. This includes products that contain violent or offensive material that has no historical significance. We reserve the right to make a determination on the historical value of the item.
- Products that promote or glorify suicide
- Products related to terrorist organizations
- Products that promote or glorify people that have been found guilty of violent or sexual crimes.
- Products that promote intolerance based on race, religion, and sexual orientation.
- Products that contain racially derogatory language
- Products that depict child abuse/exploitation
- Products intended for use by children that contains adult content, profanity and/or sexual references
- Products depicting children or characters resembling children in a sexually suggestive manner
- Products marketed to or targeted at kids or teenagers that are age-inappropriate
- Grant of Rights.
You grant to Print Trail, throughout the term of this Agreement, a nonexclusive, irrevocable, right and license to print (on-demand and in anticipation of customer demand) and distribute your Products, directly and through third-party distributors, in all formats you choose to make available through Print Trail by all distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store Products, their artwork, and metadata on one or more computer facilities, and reformat, convert and encode products; (b) display, transmit, distribute, sell, license and otherwise make available all or any portion of products through Print Trail 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) “store” digital artwork (e.g. PDFs) for their Products on servers (“Virtual Storage”) and to access and re-download such digital artwork from Virtual Storage from time to time both during and after the term of this Agreement; (d) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with Products; and (e) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Products 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. “Print Trail Properties” means any web site, application or online point of presence, on any platform, that is owned or operated by or under license by Print Trail or co-branded with Print Trail, and any website, application, device or online point of presence through which any Print Trail 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 on a worldwide basis.
- Rights Clearances and Rights Dispute Resolution.
You will obtain and pay for any and all necessary clearances and licenses for the Products 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 in writing that a third party has made a Product available for distribution through the Print Trail web application (or for distribution in a particular territory through the Print Trail web application) that you have the exclusive right to make available under the Print Trail web application, then, upon your request and after verification of your claim, we will remove the product from future sale through the Print Trail web application, as your sole and exclusive remedy.
- Representations, Warranties and Indemnities.
You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee’s delivery of any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Books delivered under the Print Trail web application 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 Print Trail service or any other Print Trail program or service. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Print Trail, its officers, directors, employees, affiliates, subcontractors and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any breach of your representations, warranties or obligations set forth in this Agreement. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing.
- Ownership and Control of Print Trail Properties.
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 Print Trail web application, the Print Trail 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 ç if you do not provide one). We are solely responsible for and will have full discretion with respect to the terms, features, and operation of the Print Trail web application and the Print Trail Properties and related marketing, but our use of the ≈s will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to Print Trail or any of its affiliates in connection with the Print Trail Properties or the Print Trail web application, Print Trail 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.
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 Print Trail 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 Print Trail Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Print Trail 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 remedies; (ii) disclose only that Print Trail Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Print Trail Confidential Information so disclosed. “Print Trail Confidential Information” means (1) any information regarding Print Trail, 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 Print Trail web application. Print Trail 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 Print Trail Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section will survive three years following the termination of this Agreement.
- Customs and duty
International shipments are often subject to duty. Duty is a tax which is payable by the recipient. Print Trail is not liable for any customs duty taxes or tariffs on shipments it sends on behalf of a client. It is the Client’s responsibility to add all relevant metadata to a product in Print Trail, to reduce the likelihood of customs delays. This includes, but is not limited to, pricing, country of origin, and Harmonized System (HS) Tariff Codes.
Unless agreed separately, Print Trail offers no insurance of goods and services. This includes, but is not limited to, storage and delivery services.
As part of this agreement, you agree to Print Trail (and its data processors) to collect and use your personal data, and personal data of your customers and order recipients. This includes data collected for analytics, crash logging, order processing, order shipments, order tracking, invoicing, notifications, and support queries.
- Limitation of Liability.
THE PRINT TRAIL SERVICE 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 PRINT TRAIL 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 Print Trail 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 Print Trail MAY MAKE APPLICABLE IN CONNECTION WITH USE OF BOOKS, AND PRINT TRAIL 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. Print Trail 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.
- Force Majeure. Print Trail 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.
- General Legal Provisions.
- Disputes. Any dispute or claim relating in any way to this Agreement will be resolved by English courts.
- Other Legal provisions. This Agreement may not be amended, except in writing signed by both parties. 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. 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) 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 Print Trail 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 Print Trail party, via email. Notices will be effective and deemed received on the date transmitted or posted.