CO*AUTHOR TERMS AND CONDITIONS
Last Updated: 2 April 2025
1. DEFINITIONS
"Agreement" refers to the Custom Contract signed between Client and Co*Author, which incorporates these Terms and Conditions by reference.
"Client" refers to the individual or entity engaging Co*Author's services as identified in the Agreement.
"Co*Author" refers to ‘Co-Author Publishing LLC’
Registered in Wyoming with number: 2025-001648826
Registered Address: 5830 E 2nd St, Ste 7000 #23657, Casper, WY 82609 US
"Content" refers to any text, images, recordings, information, or materials provided by the Client for inclusion in the Work, as well as all materials, text, and designs created or produced by Co*Author during the provision of Services.
"Services" refers to the ghostwriting, editing, design, publishing, and/or marketing services provided by Co*Author as specified in the Agreement.
"Work" refers to the book, manuscript, or other deliverable created by Co*Author for Client pursuant to the Agreement.
2. SERVICES
2.1 Scope of Services. Co*Author shall provide the Services outlined in the Agreement. Any services not explicitly included in the Agreement will be subject to additional fees and a separate agreement.
2.2 Changes to Services. The information on Co*Author's website regarding packages, pricing, and included services is indicative only and subject to change. The specific services to be provided are exclusively those listed in the Agreement signed by the Client.
2.3 Timeline. Co*Author will use reasonable efforts to complete the Services according to the timeline specified in the Agreement. Delays caused by Client (including but not limited to delayed feedback, missed interviews, or failure to provide materials) will extend the timeline accordingly without penalty to Co*Author.
2.4 Writer Assignment and Replacement. We assign qualified writers based on expertise and compatibility with your project. If your assigned writer becomes unavailable or if you're not satisfied with their work, we'll replace them with a writer of equal or better qualifications at no extra cost.
2.5 Production Methods. To ensure efficient delivery of high-quality content, Co*Author employs a range of industry-standard tools and technologies throughout the production process. Client acknowledges that modern content production involves various digital resources and that third-party content verification tools may produce inconsistent or inaccurate results. The final Work is always reviewed and refined by professional writers and editors to maintain the highest quality standards and ensure originality consistent with industry practices.
2.6 Publishing Platform Requirements. Some publishing platforms require disclosure regarding content creation methods. By engaging Co*Author’s services, Client provides implicit consent to Co*Author’s production methods as described in section 2.4 and authorizes Co*Author to make appropriate disclosures to publishing platforms as required.
3. CLIENT RESPONSIBILITIES
3.1 Cooperation. Client agrees to cooperate with Co*Author in the creation of the Work, including making themselves available for scheduled interviews, providing timely feedback, and supplying necessary materials.
3.2 Feedback Timeline. Client agrees to provide feedback on all drafts and materials within fourteen (14) days of receipt. Failure to provide feedback within this period may be treated as approval to proceed to the next stage.
3.3 Content. Client is solely responsible for the accuracy, legality, and appropriateness of all Content provided to Co*Author for inclusion in the Work. Co*Author does not verify or fact-check your Content and relies on your representations when producing the Work. Co*Author does not provide legal advice. We strongly recommend that you consult with an attorney to review any content that may involve legal, sensitive, or potentially defamatory material. You are solely responsible for ensuring the legal soundness of your Content and Work.
3.4 Reviews and Approvals. Client is responsible for reviewing and approving all drafts, designs, and other deliverables. Once Client has given final approval for publication, any further changes will incur additional charges.
4. PAYMENT TERMS
4.1 Standard Payment Structure. Unless otherwise specified in Client's Agreement, all Co*Author services are billed on a 6-month payment schedule, with equal monthly payments processed automatically through our payment processor. The first payment is due upon signing the Client Agreement, with subsequent payments processed every 30 days thereafter.
4.2 Payment Processing. Client authorizes Co*Author to charge the payment method provided through our third-party payment processor (Stripe). Client may manage recurring payments, update payment methods, or cancel scheduled payments directly through the payment portal. Client acknowledges that payment information is stored and processed according to the payment processor's terms. All payments are non-refundable except as specifically provided in these Terms.
4.3 Alternative Payment Arrangements. Any payment arrangements that differ from the standard 6-month payment schedule must be explicitly documented in the Client Agreement. Such arrangements are made at Co*Author's sole discretion and may be subject to additional fees or different cancellation terms.
4.4 Late Payments. Payments received after the due date specified in the Agreement will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance.
4.5 Suspension of Services. Co*Author reserves the right to suspend or terminate Services if any payment is more than fifteen (15) days overdue.
4.6 Collection Costs. Client shall be responsible for all costs incurred by Co*Author in collecting overdue payments, including reasonable attorney's fees.
4.7 Taxes. Co*Author provides professional writing and editorial services that are not generally subject to sales tax in most jurisdictions/states. In the event that taxes are required to be collected based on your location or the nature of the services provided, such taxes will be added to your invoice.
5. CANCELLATION AND TERMINATION
5.1 Cancellation by Client. Client may cancel the Agreement at any time by providing written notice to Co*Author or by canceling future payments through our payment portal, subject to the following terms:
a. ) If cancellation occurs before the first writer interview: refund of 70% of first payment b) If cancellation occurs after the first writer call but within the first month: first payment is non-refundable, but no future payments will be collected c) If cancellation occurs in months 2-6: no future payments will be collected but all previous payments are non-refundable d) Upon cancellation, the client will receive all work completed up to that point in its current, unfinished state. e) For clients with any alternative payment arrangement documented in their Client Agreement, cancellation terms will be as specified in that agreement.
For project pauses:
Client may pause the project for up to 60 days by notifying Co*Author in writing
Payments continue during the pause period unless other arrangements are agreed in writing.
5.2 Termination by Co*Author. Co*Author may terminate the Agreement if: a) Client fails to make any payment when due and does not correct such failure within fifteen (15) days b) Client fails to provide necessary information, feedback, or materials within thirty (30) days of request c) Client engages in abusive, threatening, or inappropriate behavior toward Co*Author or its representatives d) Client requires services that violate ethical or legal standards.
5.3 Effect of Termination. Upon termination: a) Co*Author will immediately cease all work on the Work b) Client will remain responsible for payment for all Services rendered prior to termination c) If terminated by Co*Author for Client's breach, Client will remain liable for the full fee d) All rights to the Work will remain with Co*Author until any outstanding fees are paid in full.
6. INTELLECTUAL PROPERTY AND RIGHTS
6.1 Ownership Transfer And Rights.
Co*Author shall retain all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights, until paid in full all fees due under this Agreement. During this period, Client shall have no rights to use, publish, or distribute any part of the Work. Upon receipt of payment in full, Co*Author shall transfer to Client all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights.
6.2 Co*Author's Limited Rights. After transferring ownership, Co*Author retains the right to:
a) Display excerpts of the Work (up to 10%) and cover design solely for the purpose of promoting Co*Author's services b) Reference the title of the Work and Client's name in promotional materials, unless Client has requested confidentiality in writing.
6.3 Client's Content. Client retains all rights to Content provided to Co*Author for inclusion in the Work.
7. CONFIDENTIALITY
7.1 Confidential Information. Co*Author agrees to maintain the confidentiality of all information provided by Client that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Exceptions. Confidentiality obligations shall not apply to information that: a) Is or becomes publicly available through no fault of Co*Author b) Is known to Co*Author prior to Client's disclosure c) Is independently developed by Co*Author without use of Client's confidential information d) Is rightfully obtained from third parties without confidentiality restrictions e) Is required to be disclosed by law or court order.
7.3 Term of Confidentiality. Confidentiality obligations shall survive the termination of the Agreement and remain in effect for a period of three (3) years from the date of termination.
8. REVISIONS AND EDITS
8.1 Included Revisions. The Agreement specifies the number of revision rounds included in the Services. If not explicitly specified in the Agreement, the Services include three (3) rounds of revisions. A "round" constitutes a single set of consolidated feedback and changes provided by Client.
8.2 Additional Revisions. Revisions requested by Client beyond those included in the Agreement will be charged at Co*Author's current hourly rates.
8.3 Substantive Changes. If Client requests substantive changes to the direction, structure, or content of the Work after approving the outline or any draft, such changes will be subject to additional fees regardless of the number of revision rounds included in the Agreement.
9. DESIGN SERVICES
9.1 Design Deliverables. If design services are included in the Agreement, Co*Author will provide: a) Cover design according to the specifications outlined in the Agreement b) Interior layout and formatting according to industry standards c) Digital proofs for Client review and approval.
9.2 Design Revisions. The Agreement specifies the number of design revision rounds included. Each round constitutes a single set of consolidated changes requested by Client. Additional revision rounds will incur additional fees at Co*Author's current rates.
9.3 Design Approval. Client is responsible for carefully reviewing all design proofs. Once Client approves a design, any subsequent changes will be treated as additional revisions subject to additional fees.
9.4 Design Ownership. Upon full payment, Client will own all rights to the custom designs created specifically for their Work, as well as the right to reproduce and distribute the completed Work as intended. If designs include royalty-free stock elements, unlimited reproduction and distribution are permitted under standard royalty-free licenses. In cases where commissioned photography or rights-managed stock elements are used, Co*Author will clearly identify these elements and any applicable usage limitations prior to finalizing the design.
9.5 Third-Party Design Elements. If the design incorporates stock images, fonts, or other elements licensed from third parties, Client agrees to use these elements only as part of the Work and not to extract or repurpose them separately.
10. PUBLISHING
10.1 Publishing Timeline. If publishing services are included in the Agreement, Client acknowledges that the publishing process (including design) typically takes 1-2 months from final manuscript approval to market availability on platforms like Amazon, depending on the complexity of the Work and publishing platforms selected. If marketing services (such as bestseller campaigns) are included, these typically require an additional 2-3 months to implement effectively. This timeline may be extended due to platform-specific requirements, technical formatting needs, or Client response times for approval requests.
10.2 Format Limitations. Client acknowledges that different publishing formats (print, ebook, audiobook, etc.) have unique technical requirements. Certain design elements, formatting features, or interactive content may need to be modified or removed in specific formats. If audiobook production is included as a deliverable in the Agreement, specific production details and timeline will be outlined in the Agreement. Co*Author will make reasonable efforts to maintain consistency across formats while adhering to publishing platform requirements.
10.3 Publishing Services. If publishing services are included in the Agreement, Co*Author will: a) Format the Work for specified publishing platforms b) Create publishing accounts in Client's name (to be transferred to Client upon completion) c) Submit the Work to the specified platforms.
10.4 Publishing Disclaimer. Co*Author functions solely as a service provider assisting Client with writing, editing, and publishing support services and is not the publisher of the Work. Client acknowledges that Co*Author is not responsible for any legal ramifications of publishing the Work in whole or in part, including but not limited to copyright infringement, defamation, invasion of privacy, or other legal claims that may arise from the content of the Work. Client indemnifies and holds Co*Author harmless from any legal action arising out of publication of the Work.
10.5 Amazon Bestseller Status. For packages that include an Amazon Bestseller Marketing campaign, Co*Author guarantees that the Work will achieve Amazon bestseller status in at least one category or subcategory during the campaign period, subject to the following conditions: a) "Bestseller status" is defined as ranking in the top ten (10) bestselling books in any Amazon category or subcategory b) Client agrees to maintain the book price point recommended by Co*Author during the campaign period c) If bestseller status is not achieved, Co*Author will continue marketing efforts at no additional cost until bestseller status is achieved up to thirty (30) additional days or until bestseller status is achieved, whichever occurs first d) If bestseller status is not achieved after the additional thirty (30) day period, Client will be entitled to a refund of 20% of the total project cost e) This guarantee does not extend to maintaining bestseller status beyond the initial achievement.
10.6 Sales Disclaimer. While Co*Author will use reasonable efforts to optimize the Work for sales, CoAuthor does not guarantee any specific sales numbers, revenue, or ongoing bestseller status. Amazon algorithms, market conditions, and other factors beyond Co*Author's control affect sales performance.
10.7 Publishing Accounts. All publishing accounts will be created in Client's name. Client agrees to provide necessary information for account setup including tax information, banking details for royalty payments, and a valid credit card for platform fees as required. Full access to these accounts will be transferred to Client upon completion of the Services, after which Client is fully responsible for managing them. Complete publishing account setup instructions will be provided separately when the manuscript nears completion.
10.8 Publication Quality Assurance. Co*Author will conduct reasonable quality checks of published materials and may order proof copies at Client's expense to verify print quality. Client is responsible for final review and approval of all proofs before full publication. Post-publication formatting corrections identified within 30 days of publication will be addressed at no additional cost; subsequent changes may incur additional fees.
11. REPRESENTATIONS AND WARRANTIES
11.1 Client Warranties. Client represents and warrants that: a) Client has the full right and authority to enter into the Agreement b) All Content provided by Client is accurate, legal, and does not infringe upon the rights of any third party c) The Work requested does not violate any laws or regulations.
11.2 Co*Author Warranties. Co*Author represents and warrants that: a) Co*Author has the full right and authority to enter into the Agreement b) The Services will be performed in a professional manner consistent with industry standards.
11.3 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Co*Author from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to: a) Any breach by Client of any representation, warranty, or obligation under this Agreement b) The content of the Work, including but not limited to claims of copyright infringement, defamation, invasion of privacy, or other legal claims c) Any use or distribution of the Work by Client or third parties.
11.4 Disclaimer. Except as expressly stated in this Agreement, Co*Author provides the Services "as is" without warranties of any kind, either express or implied.
11.5 Design Similarity. Client acknowledges that book cover and interior designs may bear similarities to existing published works due to: a) The use of standard design templates, stock images, and industry-standard layouts b) The finite number of design approaches appropriate for specific book genres and subject matter c) Current design trends and best practices in the publishing industry. Client agrees that such design similarities do not constitute copyright infringement or breach of this Agreement by Co*Author.
11.6 Titles and Keywords. Client acknowledges that: a) Book titles and subtitles generally cannot be copyrighted, but in rare cases may be trademarked b) Effective book marketing often requires the use of common keywords and phrases in titles and subtitles c) Similar or identical titles may exist in the marketplace While Co*Author will make reasonable efforts to recommend unique titles, Client assumes final responsibility for researching potential title conflicts and approving the final title. Co*Author is not responsible for any claims related to title similarity or trademark infringement after Client approval.
12. LIMITATION OF LIABILITY
12.1 Limitation. Co*Author's total liability arising out of or related to the Agreement shall not exceed the total amount paid by Client under the Agreement.
12.2 Exclusion of Damages. In no event shall Co*Author be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages arising out of or related to the Agreement.
12.3 Publication Risks. Client acknowledges that there are legal risks associated with publication, including but not limited to claims of defamation, invasion of privacy, or copyright infringement. Client assumes full responsibility for these risks and for obtaining legal review of the Work prior to publication if desired.
13. INDEPENDENT CONTRACTOR
13.1 Relationship. Co*Author is an independent contractor, not an employee or agent of Client. Nothing in the Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture.
13.2 No Benefits. Co*Author is not entitled to any employee benefits from Client and is responsible for all taxes related to fees received under the Agreement.
14. GENERAL PROVISIONS
14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
14.2 Dispute Resolution. Any dispute arising out of or relating to the Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wyoming, and judgment on the award may be entered in any court having jurisdiction.
14.3 Assignment. Client may not assign the Agreement without Co*Author's prior written consent. Co*Author may assign the Agreement to any successor in interest, affiliate, or entity that acquires substantially all of its assets or business operations without Client's consent or prior notification.
14.4 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, labor disputes, shortages, pandemics, governmental restrictions, power failures, telecommunication or internet outages, technology platform failures, or cybersecurity incidents. If such an event occurs, the affected party shall notify the other party within a reasonable timeframe, and both parties shall work together to mitigate the impact on the Services.
14.5 Entire Agreement. The Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.
14.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect. If any provision is found to be too broad or unenforceable in its current form, it shall be interpreted and enforced to the maximum extent permitted by law rather than being entirely invalidated. In all cases, the Agreement shall be construed according to its fair meaning and not strictly for or against either party.
14.7 No Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.
14.8 Notices. All notices must be in writing and shall be deemed effective when delivered in person, by email, by overnight courier, or by certified mail.
14.9 Survival. Sections 5 (Cancellation and Termination), 6 (Intellectual Property and Rights), 7 (Confidentiality), 11 (Representations and Warranties), 12 (Limitation of Liability), and 14 (General Provisions) shall survive the termination of the Agreement.
14.10 Modification of Terms. Co*Author reserves the right to modify these Terms and Conditions at any time at its sole discretion. The most current version will always be posted on our website with the "Last Updated" date. Your continued use of our Services after any such changes constitutes your acceptance of the updated terms. It is your responsibility to review these Terms periodically.
15. CONTACT INFORMATION
For questions about these Terms or to contact Co*Author regarding any matters related to this Agreement, please reach out to us at:
Co-Author Publishing LLC: hello@co-author.co or email your contact person directly.
By engaging Co*Author's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
CO*AUTHOR TERMS AND CONDITIONS
Last Updated: 2 April 2025
1. DEFINITIONS
"Agreement" refers to the Custom Contract signed between Client and Co*Author, which incorporates these Terms and Conditions by reference.
"Client" refers to the individual or entity engaging Co*Author's services as identified in the Agreement.
"Co*Author" refers to ‘Co-Author Publishing LLC’
Registered in Wyoming with number: 2025-001648826
Registered Address: 5830 E 2nd St, Ste 7000 #23657, Casper, WY 82609 US
"Content" refers to any text, images, recordings, information, or materials provided by the Client for inclusion in the Work, as well as all materials, text, and designs created or produced by Co*Author during the provision of Services.
"Services" refers to the ghostwriting, editing, design, publishing, and/or marketing services provided by Co*Author as specified in the Agreement.
"Work" refers to the book, manuscript, or other deliverable created by Co*Author for Client pursuant to the Agreement.
2. SERVICES
2.1 Scope of Services. Co*Author shall provide the Services outlined in the Agreement. Any services not explicitly included in the Agreement will be subject to additional fees and a separate agreement.
2.2 Changes to Services. The information on Co*Author's website regarding packages, pricing, and included services is indicative only and subject to change. The specific services to be provided are exclusively those listed in the Agreement signed by the Client.
2.3 Timeline. Co*Author will use reasonable efforts to complete the Services according to the timeline specified in the Agreement. Delays caused by Client (including but not limited to delayed feedback, missed interviews, or failure to provide materials) will extend the timeline accordingly without penalty to Co*Author.
2.4 Writer Assignment and Replacement. We assign qualified writers based on expertise and compatibility with your project. If your assigned writer becomes unavailable or if you're not satisfied with their work, we'll replace them with a writer of equal or better qualifications at no extra cost.
2.5 Production Methods. To ensure efficient delivery of high-quality content, Co*Author employs a range of industry-standard tools and technologies throughout the production process. Client acknowledges that modern content production involves various digital resources and that third-party content verification tools may produce inconsistent or inaccurate results. The final Work is always reviewed and refined by professional writers and editors to maintain the highest quality standards and ensure originality consistent with industry practices.
2.6 Publishing Platform Requirements. Some publishing platforms require disclosure regarding content creation methods. By engaging Co*Author’s services, Client provides implicit consent to Co*Author’s production methods as described in section 2.4 and authorizes Co*Author to make appropriate disclosures to publishing platforms as required.
3. CLIENT RESPONSIBILITIES
3.1 Cooperation. Client agrees to cooperate with Co*Author in the creation of the Work, including making themselves available for scheduled interviews, providing timely feedback, and supplying necessary materials.
3.2 Feedback Timeline. Client agrees to provide feedback on all drafts and materials within fourteen (14) days of receipt. Failure to provide feedback within this period may be treated as approval to proceed to the next stage.
3.3 Content. Client is solely responsible for the accuracy, legality, and appropriateness of all Content provided to Co*Author for inclusion in the Work. Co*Author does not verify or fact-check your Content and relies on your representations when producing the Work. Co*Author does not provide legal advice. We strongly recommend that you consult with an attorney to review any content that may involve legal, sensitive, or potentially defamatory material. You are solely responsible for ensuring the legal soundness of your Content and Work.
3.4 Reviews and Approvals. Client is responsible for reviewing and approving all drafts, designs, and other deliverables. Once Client has given final approval for publication, any further changes will incur additional charges.
4. PAYMENT TERMS
4.1 Standard Payment Structure. Unless otherwise specified in Client's Agreement, all Co*Author services are billed on a 6-month payment schedule, with equal monthly payments processed automatically through our payment processor. The first payment is due upon signing the Client Agreement, with subsequent payments processed every 30 days thereafter.
4.2 Payment Processing. Client authorizes Co*Author to charge the payment method provided through our third-party payment processor (Stripe). Client may manage recurring payments, update payment methods, or cancel scheduled payments directly through the payment portal. Client acknowledges that payment information is stored and processed according to the payment processor's terms. All payments are non-refundable except as specifically provided in these Terms.
4.3 Alternative Payment Arrangements. Any payment arrangements that differ from the standard 6-month payment schedule must be explicitly documented in the Client Agreement. Such arrangements are made at Co*Author's sole discretion and may be subject to additional fees or different cancellation terms.
4.4 Late Payments. Payments received after the due date specified in the Agreement will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance.
4.5 Suspension of Services. Co*Author reserves the right to suspend or terminate Services if any payment is more than fifteen (15) days overdue.
4.6 Collection Costs. Client shall be responsible for all costs incurred by Co*Author in collecting overdue payments, including reasonable attorney's fees.
4.7 Taxes. Co*Author provides professional writing and editorial services that are not generally subject to sales tax in most jurisdictions/states. In the event that taxes are required to be collected based on your location or the nature of the services provided, such taxes will be added to your invoice.
5. CANCELLATION AND TERMINATION
5.1 Cancellation by Client. Client may cancel the Agreement at any time by providing written notice to Co*Author or by canceling future payments through our payment portal, subject to the following terms:
a. ) If cancellation occurs before the first writer interview: refund of 70% of first payment b) If cancellation occurs after the first writer call but within the first month: first payment is non-refundable, but no future payments will be collected c) If cancellation occurs in months 2-6: no future payments will be collected but all previous payments are non-refundable d) Upon cancellation, the client will receive all work completed up to that point in its current, unfinished state. e) For clients with any alternative payment arrangement documented in their Client Agreement, cancellation terms will be as specified in that agreement.
For project pauses:
Client may pause the project for up to 60 days by notifying Co*Author in writing
Payments continue during the pause period unless other arrangements are agreed in writing.
5.2 Termination by Co*Author. Co*Author may terminate the Agreement if: a) Client fails to make any payment when due and does not correct such failure within fifteen (15) days b) Client fails to provide necessary information, feedback, or materials within thirty (30) days of request c) Client engages in abusive, threatening, or inappropriate behavior toward Co*Author or its representatives d) Client requires services that violate ethical or legal standards.
5.3 Effect of Termination. Upon termination: a) Co*Author will immediately cease all work on the Work b) Client will remain responsible for payment for all Services rendered prior to termination c) If terminated by Co*Author for Client's breach, Client will remain liable for the full fee d) All rights to the Work will remain with Co*Author until any outstanding fees are paid in full.
6. INTELLECTUAL PROPERTY AND RIGHTS
6.1 Ownership Transfer And Rights.
Co*Author shall retain all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights, until paid in full all fees due under this Agreement. During this period, Client shall have no rights to use, publish, or distribute any part of the Work. Upon receipt of payment in full, Co*Author shall transfer to Client all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights.
6.2 Co*Author's Limited Rights. After transferring ownership, Co*Author retains the right to:
a) Display excerpts of the Work (up to 10%) and cover design solely for the purpose of promoting Co*Author's services b) Reference the title of the Work and Client's name in promotional materials, unless Client has requested confidentiality in writing.
6.3 Client's Content. Client retains all rights to Content provided to Co*Author for inclusion in the Work.
7. CONFIDENTIALITY
7.1 Confidential Information. Co*Author agrees to maintain the confidentiality of all information provided by Client that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Exceptions. Confidentiality obligations shall not apply to information that: a) Is or becomes publicly available through no fault of Co*Author b) Is known to Co*Author prior to Client's disclosure c) Is independently developed by Co*Author without use of Client's confidential information d) Is rightfully obtained from third parties without confidentiality restrictions e) Is required to be disclosed by law or court order.
7.3 Term of Confidentiality. Confidentiality obligations shall survive the termination of the Agreement and remain in effect for a period of three (3) years from the date of termination.
8. REVISIONS AND EDITS
8.1 Included Revisions. The Agreement specifies the number of revision rounds included in the Services. If not explicitly specified in the Agreement, the Services include three (3) rounds of revisions. A "round" constitutes a single set of consolidated feedback and changes provided by Client.
8.2 Additional Revisions. Revisions requested by Client beyond those included in the Agreement will be charged at Co*Author's current hourly rates.
8.3 Substantive Changes. If Client requests substantive changes to the direction, structure, or content of the Work after approving the outline or any draft, such changes will be subject to additional fees regardless of the number of revision rounds included in the Agreement.
9. DESIGN SERVICES
9.1 Design Deliverables. If design services are included in the Agreement, Co*Author will provide: a) Cover design according to the specifications outlined in the Agreement b) Interior layout and formatting according to industry standards c) Digital proofs for Client review and approval.
9.2 Design Revisions. The Agreement specifies the number of design revision rounds included. Each round constitutes a single set of consolidated changes requested by Client. Additional revision rounds will incur additional fees at Co*Author's current rates.
9.3 Design Approval. Client is responsible for carefully reviewing all design proofs. Once Client approves a design, any subsequent changes will be treated as additional revisions subject to additional fees.
9.4 Design Ownership. Upon full payment, Client will own all rights to the custom designs created specifically for their Work, as well as the right to reproduce and distribute the completed Work as intended. If designs include royalty-free stock elements, unlimited reproduction and distribution are permitted under standard royalty-free licenses. In cases where commissioned photography or rights-managed stock elements are used, Co*Author will clearly identify these elements and any applicable usage limitations prior to finalizing the design.
9.5 Third-Party Design Elements. If the design incorporates stock images, fonts, or other elements licensed from third parties, Client agrees to use these elements only as part of the Work and not to extract or repurpose them separately.
10. PUBLISHING
10.1 Publishing Timeline. If publishing services are included in the Agreement, Client acknowledges that the publishing process (including design) typically takes 1-2 months from final manuscript approval to market availability on platforms like Amazon, depending on the complexity of the Work and publishing platforms selected. If marketing services (such as bestseller campaigns) are included, these typically require an additional 2-3 months to implement effectively. This timeline may be extended due to platform-specific requirements, technical formatting needs, or Client response times for approval requests.
10.2 Format Limitations. Client acknowledges that different publishing formats (print, ebook, audiobook, etc.) have unique technical requirements. Certain design elements, formatting features, or interactive content may need to be modified or removed in specific formats. If audiobook production is included as a deliverable in the Agreement, specific production details and timeline will be outlined in the Agreement. Co*Author will make reasonable efforts to maintain consistency across formats while adhering to publishing platform requirements.
10.3 Publishing Services. If publishing services are included in the Agreement, Co*Author will: a) Format the Work for specified publishing platforms b) Create publishing accounts in Client's name (to be transferred to Client upon completion) c) Submit the Work to the specified platforms.
10.4 Publishing Disclaimer. Co*Author functions solely as a service provider assisting Client with writing, editing, and publishing support services and is not the publisher of the Work. Client acknowledges that Co*Author is not responsible for any legal ramifications of publishing the Work in whole or in part, including but not limited to copyright infringement, defamation, invasion of privacy, or other legal claims that may arise from the content of the Work. Client indemnifies and holds Co*Author harmless from any legal action arising out of publication of the Work.
10.5 Amazon Bestseller Status. For packages that include an Amazon Bestseller Marketing campaign, Co*Author guarantees that the Work will achieve Amazon bestseller status in at least one category or subcategory during the campaign period, subject to the following conditions: a) "Bestseller status" is defined as ranking in the top ten (10) bestselling books in any Amazon category or subcategory b) Client agrees to maintain the book price point recommended by Co*Author during the campaign period c) If bestseller status is not achieved, Co*Author will continue marketing efforts at no additional cost until bestseller status is achieved up to thirty (30) additional days or until bestseller status is achieved, whichever occurs first d) If bestseller status is not achieved after the additional thirty (30) day period, Client will be entitled to a refund of 20% of the total project cost e) This guarantee does not extend to maintaining bestseller status beyond the initial achievement.
10.6 Sales Disclaimer. While Co*Author will use reasonable efforts to optimize the Work for sales, CoAuthor does not guarantee any specific sales numbers, revenue, or ongoing bestseller status. Amazon algorithms, market conditions, and other factors beyond Co*Author's control affect sales performance.
10.7 Publishing Accounts. All publishing accounts will be created in Client's name. Client agrees to provide necessary information for account setup including tax information, banking details for royalty payments, and a valid credit card for platform fees as required. Full access to these accounts will be transferred to Client upon completion of the Services, after which Client is fully responsible for managing them. Complete publishing account setup instructions will be provided separately when the manuscript nears completion.
10.8 Publication Quality Assurance. Co*Author will conduct reasonable quality checks of published materials and may order proof copies at Client's expense to verify print quality. Client is responsible for final review and approval of all proofs before full publication. Post-publication formatting corrections identified within 30 days of publication will be addressed at no additional cost; subsequent changes may incur additional fees.
11. REPRESENTATIONS AND WARRANTIES
11.1 Client Warranties. Client represents and warrants that: a) Client has the full right and authority to enter into the Agreement b) All Content provided by Client is accurate, legal, and does not infringe upon the rights of any third party c) The Work requested does not violate any laws or regulations.
11.2 Co*Author Warranties. Co*Author represents and warrants that: a) Co*Author has the full right and authority to enter into the Agreement b) The Services will be performed in a professional manner consistent with industry standards.
11.3 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Co*Author from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to: a) Any breach by Client of any representation, warranty, or obligation under this Agreement b) The content of the Work, including but not limited to claims of copyright infringement, defamation, invasion of privacy, or other legal claims c) Any use or distribution of the Work by Client or third parties.
11.4 Disclaimer. Except as expressly stated in this Agreement, Co*Author provides the Services "as is" without warranties of any kind, either express or implied.
11.5 Design Similarity. Client acknowledges that book cover and interior designs may bear similarities to existing published works due to: a) The use of standard design templates, stock images, and industry-standard layouts b) The finite number of design approaches appropriate for specific book genres and subject matter c) Current design trends and best practices in the publishing industry. Client agrees that such design similarities do not constitute copyright infringement or breach of this Agreement by Co*Author.
11.6 Titles and Keywords. Client acknowledges that: a) Book titles and subtitles generally cannot be copyrighted, but in rare cases may be trademarked b) Effective book marketing often requires the use of common keywords and phrases in titles and subtitles c) Similar or identical titles may exist in the marketplace While Co*Author will make reasonable efforts to recommend unique titles, Client assumes final responsibility for researching potential title conflicts and approving the final title. Co*Author is not responsible for any claims related to title similarity or trademark infringement after Client approval.
12. LIMITATION OF LIABILITY
12.1 Limitation. Co*Author's total liability arising out of or related to the Agreement shall not exceed the total amount paid by Client under the Agreement.
12.2 Exclusion of Damages. In no event shall Co*Author be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages arising out of or related to the Agreement.
12.3 Publication Risks. Client acknowledges that there are legal risks associated with publication, including but not limited to claims of defamation, invasion of privacy, or copyright infringement. Client assumes full responsibility for these risks and for obtaining legal review of the Work prior to publication if desired.
13. INDEPENDENT CONTRACTOR
13.1 Relationship. Co*Author is an independent contractor, not an employee or agent of Client. Nothing in the Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture.
13.2 No Benefits. Co*Author is not entitled to any employee benefits from Client and is responsible for all taxes related to fees received under the Agreement.
14. GENERAL PROVISIONS
14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
14.2 Dispute Resolution. Any dispute arising out of or relating to the Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wyoming, and judgment on the award may be entered in any court having jurisdiction.
14.3 Assignment. Client may not assign the Agreement without Co*Author's prior written consent. Co*Author may assign the Agreement to any successor in interest, affiliate, or entity that acquires substantially all of its assets or business operations without Client's consent or prior notification.
14.4 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, labor disputes, shortages, pandemics, governmental restrictions, power failures, telecommunication or internet outages, technology platform failures, or cybersecurity incidents. If such an event occurs, the affected party shall notify the other party within a reasonable timeframe, and both parties shall work together to mitigate the impact on the Services.
14.5 Entire Agreement. The Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.
14.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect. If any provision is found to be too broad or unenforceable in its current form, it shall be interpreted and enforced to the maximum extent permitted by law rather than being entirely invalidated. In all cases, the Agreement shall be construed according to its fair meaning and not strictly for or against either party.
14.7 No Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.
14.8 Notices. All notices must be in writing and shall be deemed effective when delivered in person, by email, by overnight courier, or by certified mail.
14.9 Survival. Sections 5 (Cancellation and Termination), 6 (Intellectual Property and Rights), 7 (Confidentiality), 11 (Representations and Warranties), 12 (Limitation of Liability), and 14 (General Provisions) shall survive the termination of the Agreement.
14.10 Modification of Terms. Co*Author reserves the right to modify these Terms and Conditions at any time at its sole discretion. The most current version will always be posted on our website with the "Last Updated" date. Your continued use of our Services after any such changes constitutes your acceptance of the updated terms. It is your responsibility to review these Terms periodically.
15. CONTACT INFORMATION
For questions about these Terms or to contact Co*Author regarding any matters related to this Agreement, please reach out to us at: Co-Author Publishing LLC: hello@co-author.co or email your contact person directly.
By engaging Co*Author's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
CO*AUTHOR TERMS AND CONDITIONS
Last Updated: 2 April 2025
1. DEFINITIONS
"Agreement" refers to the Custom Contract signed between Client and Co*Author, which incorporates these Terms and Conditions by reference.
"Client" refers to the individual or entity engaging Co*Author's services as identified in the Agreement.
"Co*Author" refers to ‘Co-Author Publishing LLC’
Registered in Wyoming with number: 2025-001648826
Registered Address: 5830 E 2nd St, Ste 7000 #23657, Casper, WY 82609 US
"Content" refers to any text, images, recordings, information, or materials provided by the Client for inclusion in the Work, as well as all materials, text, and designs created or produced by Co*Author during the provision of Services.
"Services" refers to the ghostwriting, editing, design, publishing, and/or marketing services provided by Co*Author as specified in the Agreement.
"Work" refers to the book, manuscript, or other deliverable created by Co*Author for Client pursuant to the Agreement.
2. SERVICES
2.1 Scope of Services. Co*Author shall provide the Services outlined in the Agreement. Any services not explicitly included in the Agreement will be subject to additional fees and a separate agreement.
2.2 Changes to Services. The information on Co*Author's website regarding packages, pricing, and included services is indicative only and subject to change. The specific services to be provided are exclusively those listed in the Agreement signed by the Client.
2.3 Timeline. Co*Author will use reasonable efforts to complete the Services according to the timeline specified in the Agreement. Delays caused by Client (including but not limited to delayed feedback, missed interviews, or failure to provide materials) will extend the timeline accordingly without penalty to Co*Author.
2.4 Writer Assignment and Replacement. We assign qualified writers based on expertise and compatibility with your project. If your assigned writer becomes unavailable or if you're not satisfied with their work, we'll replace them with a writer of equal or better qualifications at no extra cost.
2.5 Production Methods. To ensure efficient delivery of high-quality content, Co*Author employs a range of industry-standard tools and technologies throughout the production process. Client acknowledges that modern content production involves various digital resources and that third-party content verification tools may produce inconsistent or inaccurate results. The final Work is always reviewed and refined by professional writers and editors to maintain the highest quality standards and ensure originality consistent with industry practices.
2.6 Publishing Platform Requirements. Some publishing platforms require disclosure regarding content creation methods. By engaging Co*Author’s services, Client provides implicit consent to Co*Author’s production methods as described in section 2.4 and authorizes Co*Author to make appropriate disclosures to publishing platforms as required.
3. CLIENT RESPONSIBILITIES
3.1 Cooperation. Client agrees to cooperate with Co*Author in the creation of the Work, including making themselves available for scheduled interviews, providing timely feedback, and supplying necessary materials.
3.2 Feedback Timeline. Client agrees to provide feedback on all drafts and materials within fourteen (14) days of receipt. Failure to provide feedback within this period may be treated as approval to proceed to the next stage.
3.3 Content. Client is solely responsible for the accuracy, legality, and appropriateness of all Content provided to Co*Author for inclusion in the Work. Co*Author does not verify or fact-check your Content and relies on your representations when producing the Work. Co*Author does not provide legal advice. We strongly recommend that you consult with an attorney to review any content that may involve legal, sensitive, or potentially defamatory material. You are solely responsible for ensuring the legal soundness of your Content and Work.
3.4 Reviews and Approvals. Client is responsible for reviewing and approving all drafts, designs, and other deliverables. Once Client has given final approval for publication, any further changes will incur additional charges.
4. PAYMENT TERMS
4.1 Standard Payment Structure. Unless otherwise specified in Client's Agreement, all Co*Author services are billed on a 6-month payment schedule, with equal monthly payments processed automatically through our payment processor. The first payment is due upon signing the Client Agreement, with subsequent payments processed every 30 days thereafter.
4.2 Payment Processing. Client authorizes Co*Author to charge the payment method provided through our third-party payment processor (Stripe). Client may manage recurring payments, update payment methods, or cancel scheduled payments directly through the payment portal. Client acknowledges that payment information is stored and processed according to the payment processor's terms. All payments are non-refundable except as specifically provided in these Terms.
4.3 Alternative Payment Arrangements. Any payment arrangements that differ from the standard 6-month payment schedule must be explicitly documented in the Client Agreement. Such arrangements are made at Co*Author's sole discretion and may be subject to additional fees or different cancellation terms.
4.4 Late Payments. Payments received after the due date specified in the Agreement will incur a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance.
4.5 Suspension of Services. Co*Author reserves the right to suspend or terminate Services if any payment is more than fifteen (15) days overdue.
4.6 Collection Costs. Client shall be responsible for all costs incurred by Co*Author in collecting overdue payments, including reasonable attorney's fees.
4.7 Taxes. Co*Author provides professional writing and editorial services that are not generally subject to sales tax in most jurisdictions/states. In the event that taxes are required to be collected based on your location or the nature of the services provided, such taxes will be added to your invoice.
5. CANCELLATION AND TERMINATION
5.1 Cancellation by Client. Client may cancel the Agreement at any time by providing written notice to Co*Author or by canceling future payments through our payment portal, subject to the following terms:
a. ) If cancellation occurs before the first writer interview: refund of 70% of first payment b) If cancellation occurs after the first writer call but within the first month: first payment is non-refundable, but no future payments will be collected c) If cancellation occurs in months 2-6: no future payments will be collected but all previous payments are non-refundable d) Upon cancellation, the client will receive all work completed up to that point in its current, unfinished state. e) For clients with any alternative payment arrangement documented in their Client Agreement, cancellation terms will be as specified in that agreement.
For project pauses:
Client may pause the project for up to 60 days by notifying Co*Author in writing
Payments continue during the pause period unless other arrangements are agreed in writing.
5.2 Termination by Co*Author. Co*Author may terminate the Agreement if: a) Client fails to make any payment when due and does not correct such failure within fifteen (15) days b) Client fails to provide necessary information, feedback, or materials within thirty (30) days of request c) Client engages in abusive, threatening, or inappropriate behavior toward Co*Author or its representatives d) Client requires services that violate ethical or legal standards.
5.3 Effect of Termination. Upon termination: a) Co*Author will immediately cease all work on the Work b) Client will remain responsible for payment for all Services rendered prior to termination c) If terminated by Co*Author for Client's breach, Client will remain liable for the full fee d) All rights to the Work will remain with Co*Author until any outstanding fees are paid in full.
6. INTELLECTUAL PROPERTY AND RIGHTS
6.1 Ownership Transfer And Rights.
Co*Author shall retain all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights, until paid in full all fees due under this Agreement. During this period, Client shall have no rights to use, publish, or distribute any part of the Work. Upon receipt of payment in full, Co*Author shall transfer to Client all rights, title, and interest in and to the Work, including all copyrights and intellectual property rights.
6.2 Co*Author's Limited Rights. After transferring ownership, Co*Author retains the right to:
a) Display excerpts of the Work (up to 10%) and cover design solely for the purpose of promoting Co*Author's services b) Reference the title of the Work and Client's name in promotional materials, unless Client has requested confidentiality in writing.
6.3 Client's Content. Client retains all rights to Content provided to Co*Author for inclusion in the Work.
7. CONFIDENTIALITY
7.1 Confidential Information. Co*Author agrees to maintain the confidentiality of all information provided by Client that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 Exceptions. Confidentiality obligations shall not apply to information that: a) Is or becomes publicly available through no fault of Co*Author b) Is known to Co*Author prior to Client's disclosure c) Is independently developed by Co*Author without use of Client's confidential information d) Is rightfully obtained from third parties without confidentiality restrictions e) Is required to be disclosed by law or court order.
7.3 Term of Confidentiality. Confidentiality obligations shall survive the termination of the Agreement and remain in effect for a period of three (3) years from the date of termination.
8. REVISIONS AND EDITS
8.1 Included Revisions. The Agreement specifies the number of revision rounds included in the Services. If not explicitly specified in the Agreement, the Services include three (3) rounds of revisions. A "round" constitutes a single set of consolidated feedback and changes provided by Client.
8.2 Additional Revisions. Revisions requested by Client beyond those included in the Agreement will be charged at Co*Author's current hourly rates.
8.3 Substantive Changes. If Client requests substantive changes to the direction, structure, or content of the Work after approving the outline or any draft, such changes will be subject to additional fees regardless of the number of revision rounds included in the Agreement.
9. DESIGN SERVICES
9.1 Design Deliverables. If design services are included in the Agreement, Co*Author will provide: a) Cover design according to the specifications outlined in the Agreement b) Interior layout and formatting according to industry standards c) Digital proofs for Client review and approval.
9.2 Design Revisions. The Agreement specifies the number of design revision rounds included. Each round constitutes a single set of consolidated changes requested by Client. Additional revision rounds will incur additional fees at Co*Author's current rates.
9.3 Design Approval. Client is responsible for carefully reviewing all design proofs. Once Client approves a design, any subsequent changes will be treated as additional revisions subject to additional fees.
9.4 Design Ownership. Upon full payment, Client will own all rights to the custom designs created specifically for their Work, as well as the right to reproduce and distribute the completed Work as intended. If designs include royalty-free stock elements, unlimited reproduction and distribution are permitted under standard royalty-free licenses. In cases where commissioned photography or rights-managed stock elements are used, Co*Author will clearly identify these elements and any applicable usage limitations prior to finalizing the design.
9.5 Third-Party Design Elements. If the design incorporates stock images, fonts, or other elements licensed from third parties, Client agrees to use these elements only as part of the Work and not to extract or repurpose them separately.
10. PUBLISHING
10.1 Publishing Timeline. If publishing services are included in the Agreement, Client acknowledges that the publishing process (including design) typically takes 1-2 months from final manuscript approval to market availability on platforms like Amazon, depending on the complexity of the Work and publishing platforms selected. If marketing services (such as bestseller campaigns) are included, these typically require an additional 2-3 months to implement effectively. This timeline may be extended due to platform-specific requirements, technical formatting needs, or Client response times for approval requests.
10.2 Format Limitations. Client acknowledges that different publishing formats (print, ebook, audiobook, etc.) have unique technical requirements. Certain design elements, formatting features, or interactive content may need to be modified or removed in specific formats. If audiobook production is included as a deliverable in the Agreement, specific production details and timeline will be outlined in the Agreement. Co*Author will make reasonable efforts to maintain consistency across formats while adhering to publishing platform requirements.
10.3 Publishing Services. If publishing services are included in the Agreement, Co*Author will: a) Format the Work for specified publishing platforms b) Create publishing accounts in Client's name (to be transferred to Client upon completion) c) Submit the Work to the specified platforms.
10.4 Publishing Disclaimer. Co*Author functions solely as a service provider assisting Client with writing, editing, and publishing support services and is not the publisher of the Work. Client acknowledges that Co*Author is not responsible for any legal ramifications of publishing the Work in whole or in part, including but not limited to copyright infringement, defamation, invasion of privacy, or other legal claims that may arise from the content of the Work. Client indemnifies and holds Co*Author harmless from any legal action arising out of publication of the Work.
10.5 Amazon Bestseller Status. For packages that include an Amazon Bestseller Marketing campaign, Co*Author guarantees that the Work will achieve Amazon bestseller status in at least one category or subcategory during the campaign period, subject to the following conditions: a) "Bestseller status" is defined as ranking in the top ten (10) bestselling books in any Amazon category or subcategory b) Client agrees to maintain the book price point recommended by Co*Author during the campaign period c) If bestseller status is not achieved, Co*Author will continue marketing efforts at no additional cost until bestseller status is achieved up to thirty (30) additional days or until bestseller status is achieved, whichever occurs first d) If bestseller status is not achieved after the additional thirty (30) day period, Client will be entitled to a refund of 20% of the total project cost e) This guarantee does not extend to maintaining bestseller status beyond the initial achievement.
10.6 Sales Disclaimer. While Co*Author will use reasonable efforts to optimize the Work for sales, CoAuthor does not guarantee any specific sales numbers, revenue, or ongoing bestseller status. Amazon algorithms, market conditions, and other factors beyond Co*Author's control affect sales performance.
10.7 Publishing Accounts. All publishing accounts will be created in Client's name. Client agrees to provide necessary information for account setup including tax information, banking details for royalty payments, and a valid credit card for platform fees as required. Full access to these accounts will be transferred to Client upon completion of the Services, after which Client is fully responsible for managing them. Complete publishing account setup instructions will be provided separately when the manuscript nears completion.
10.8 Publication Quality Assurance. Co*Author will conduct reasonable quality checks of published materials and may order proof copies at Client's expense to verify print quality. Client is responsible for final review and approval of all proofs before full publication. Post-publication formatting corrections identified within 30 days of publication will be addressed at no additional cost; subsequent changes may incur additional fees.
11. REPRESENTATIONS AND WARRANTIES
11.1 Client Warranties. Client represents and warrants that: a) Client has the full right and authority to enter into the Agreement b) All Content provided by Client is accurate, legal, and does not infringe upon the rights of any third party c) The Work requested does not violate any laws or regulations.
11.2 Co*Author Warranties. Co*Author represents and warrants that: a) Co*Author has the full right and authority to enter into the Agreement b) The Services will be performed in a professional manner consistent with industry standards.
11.3 Client Indemnification. Client agrees to indemnify, defend, and hold harmless Co*Author from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to: a) Any breach by Client of any representation, warranty, or obligation under this Agreement b) The content of the Work, including but not limited to claims of copyright infringement, defamation, invasion of privacy, or other legal claims c) Any use or distribution of the Work by Client or third parties.
11.4 Disclaimer. Except as expressly stated in this Agreement, Co*Author provides the Services "as is" without warranties of any kind, either express or implied.
11.5 Design Similarity. Client acknowledges that book cover and interior designs may bear similarities to existing published works due to: a) The use of standard design templates, stock images, and industry-standard layouts b) The finite number of design approaches appropriate for specific book genres and subject matter c) Current design trends and best practices in the publishing industry. Client agrees that such design similarities do not constitute copyright infringement or breach of this Agreement by Co*Author.
11.6 Titles and Keywords. Client acknowledges that: a) Book titles and subtitles generally cannot be copyrighted, but in rare cases may be trademarked b) Effective book marketing often requires the use of common keywords and phrases in titles and subtitles c) Similar or identical titles may exist in the marketplace While Co*Author will make reasonable efforts to recommend unique titles, Client assumes final responsibility for researching potential title conflicts and approving the final title. Co*Author is not responsible for any claims related to title similarity or trademark infringement after Client approval.
12. LIMITATION OF LIABILITY
12.1 Limitation. Co*Author's total liability arising out of or related to the Agreement shall not exceed the total amount paid by Client under the Agreement.
12.2 Exclusion of Damages. In no event shall Co*Author be liable for any consequential, incidental, indirect, special, punitive, or exemplary damages arising out of or related to the Agreement.
12.3 Publication Risks. Client acknowledges that there are legal risks associated with publication, including but not limited to claims of defamation, invasion of privacy, or copyright infringement. Client assumes full responsibility for these risks and for obtaining legal review of the Work prior to publication if desired.
13. INDEPENDENT CONTRACTOR
13.1 Relationship. Co*Author is an independent contractor, not an employee or agent of Client. Nothing in the Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture.
13.2 No Benefits. Co*Author is not entitled to any employee benefits from Client and is responsible for all taxes related to fees received under the Agreement.
14. GENERAL PROVISIONS
14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
14.2 Dispute Resolution. Any dispute arising out of or relating to the Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Wyoming, and judgment on the award may be entered in any court having jurisdiction.
14.3 Assignment. Client may not assign the Agreement without Co*Author's prior written consent. Co*Author may assign the Agreement to any successor in interest, affiliate, or entity that acquires substantially all of its assets or business operations without Client's consent or prior notification.
14.4 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, labor disputes, shortages, pandemics, governmental restrictions, power failures, telecommunication or internet outages, technology platform failures, or cybersecurity incidents. If such an event occurs, the affected party shall notify the other party within a reasonable timeframe, and both parties shall work together to mitigate the impact on the Services.
14.5 Entire Agreement. The Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.
14.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall remain in full force and effect. If any provision is found to be too broad or unenforceable in its current form, it shall be interpreted and enforced to the maximum extent permitted by law rather than being entirely invalidated. In all cases, the Agreement shall be construed according to its fair meaning and not strictly for or against either party.
14.7 No Waiver. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.
14.8 Notices. All notices must be in writing and shall be deemed effective when delivered in person, by email, by overnight courier, or by certified mail.
14.9 Survival. Sections 5 (Cancellation and Termination), 6 (Intellectual Property and Rights), 7 (Confidentiality), 11 (Representations and Warranties), 12 (Limitation of Liability), and 14 (General Provisions) shall survive the termination of the Agreement.
14.10 Modification of Terms. Co*Author reserves the right to modify these Terms and Conditions at any time at its sole discretion. The most current version will always be posted on our website with the "Last Updated" date. Your continued use of our Services after any such changes constitutes your acceptance of the updated terms. It is your responsibility to review these Terms periodically.
15. CONTACT INFORMATION
For questions about these Terms or to contact Co*Author regarding any matters related to this Agreement, please reach out to us at:
Co-Author Publishing LLC: hello@co-author.co or email your contact person directly.
By engaging Co*Author's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.