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Mobipocket eBookBase™ Publisher Agreement

This Agreement is made and entered into by and between Mobipocket SAS, ("Mobipocket"), a French corporation, 251 Bld Pereire 75017 Paris FRANCE and its majority-owned subsidiaries and:

Individual or entity name identified as the Publisher for this Mobipocket eBookBase Publisher Account ("Publisher"): ___________________________________________
Address: ___________________________________________

Mobipocket SAS dba eBookBase, operates a wholesale and retail distribution service for the storage, sale, and delivery of copyright protected electronic publications (“Digital Books”) and other materials (“Digital Content”); and, Publisher, representing itself, the rights of the Author or other rights holders, desires that Mobipocket and its affiliate companies provide wholesale, retail sale and distribution of Publisher's digital content through its network of eBookBase Retailers. In consideration of the foregoing the parties agree as follows.

1.A. Publisher Account Services. Upon acceptance of this Agreement, Mobipocket shall establish an eBookBase Publisher Account in the name of the Publisher. Publisher shall be granted access to Publisher's eBookBase Account through a password protected web portal. Publisher shall be permitted to upload and manage Digital Books and Digital Content (collectively, "Inventory") through the eBookBase System; set and adjust the suggested retail price of its Digital Book titles, and manage marketing data associated with each product. Publisher will have access to review any and all sales transaction activity of Publisher's Digital Books that have been sold through eBookBase.

1.B. Wholesale Price : Publisher shall set the Digital List Price for each Digital Book. The Wholesale Price is 35% of the Digital List Price. When VAT or any other sales tax is applicable on the Digital List Price, the Wholesale Price is 35% of the Digital List Price exclusive of VAT and all taxes

1.C. Affiliate Fee : Mobipocket shall in addition pay to the Publisher an Affiliate Fee of 10% (ten per cent) of the Digital List Price (exclusive of VAT and all taxes) for each and every purchase of Publisher’s Digital Books from the Mobipocket.com web site, where such purchase is made by users who have entered Mobipocket's Web sites www.mobipocket.com or www.ebookbase.com by means of a link from the Publisher's own web site pages. Mobipocket will provide the technical means on its web site to track such sales. Publisher is responsible for any income or other taxes due and payable as a result of payments to it by Mobipocket under this Agreement.

1.D. Right to Inventory. Except as otherwise set forth in this Agreement, Mobipocket acknowledges that all right, title and interest in and to the ownership of all intellectual property including copyrights and trademarks used in connection with the Inventory are the property of Publisher, or its licensor and licenses and in no event, including the termination of this Agreement shall Mobipocket obtain any right or interest in such intellectual property or copyrights.

1.E. Rights and Services. Publisher hereby grants Mobipocket the rights to reproduce, convert, display, market, and store digital versions of Publisher’s Inventory on one or more computer facilities of or under the leased or similar control of Mobipocket, on a worldwide basis, and to resell its Inventory directly to consumers and to Retailers for resale to consumers. To promote sales for Publisher's inventory, Publisher grants Mobipocket the right to freely distribute all marketing data including cover art, excerpts, review information and all other metadata associated with Publisher's Inventory. Automatic generated samples of every Digital Book containing no more than 5% of the Digital Book content may be distributed as marketing material. To assist Mobipocket in promoting Publishers’ Inventory, Publisher authorizes Mobipocket to download a limited number of DRM protected copies of each title to evaluate and review for marketing opportunities for internal use only. In the event of a sale of Publisher's Digital Content, eBookBase will apply commercially reasonable Digital Rights Management (DRM) services to the product. Publisher acknowledges that Mobipocket relies upon third party DRM technology, Internet and Web transmissions and connectivity, and hardware devices to apply and deliver products using DRM, all of which may contain errors, be subject to piracy or attempts to circumvent, and subject to other interruptions of intended service. Mobipocket shall use commercially reasonable efforts to provide the services of eBookBase and the presence of such errors or interruptions of service shall not be a breach of this provision. Mobipocket's sole obligation with regard to such errors shall be to use commercially reasonable efforts to correct such errors. Publisher hereby acknowledges and agrees that Mobipocket has sole discretion with respect to the terms and features of its wholesale and retail sales and distribution, pricing, marketing and promotion of Publisher's Inventory. Publisher shall select the appropriate categories to list its Digital Books in eBookBase's catalog and provide metadata and other marketing data. Mobipocket and Publisher agree to use commercially reasonable efforts to keep the eBookBase Inventory and marketing data free from materials that are illegal, infringe on rights of third parties, are obscene, or may, in the sole determination of Mobipocket, expose Mobipocket, eBookBase and its affiliates or suppliers to civil or criminal claims of any nature. Mobipocket reserves the sole right to immediately remove, without notice and in Mobipocket’s sole discretion, any and all Digital Books, cover art, marketing or metadata or any other data Mobipocket solely determines may violate any law, infringe upon any third parties rights, are obscene or otherwise objectionable.

Publisher agrees that Mobipocket may sublicense and/or assign its rights and obligations under this agreement, in whole or in part, to its Affiliates (meaning those entities that Mobipocket controls, is controlled by, or is under common control with), and may permit its independent contractors to exercise the rights granted to Mobipocket in this Agreement (“Rights”). Mobipocket (by itself, by its Affiliates, or through its independent contractors) may also exercise the Rights (1) as mere technological incidents to and for the limited purpose of technically enabling the Rights, such as caching to enable display, and (2) as reasonably necessary for Mobipocket to sell and distribute Publisher’s Digital Books.

1.F. Inventory Pricing. Publisher shall be permitted at any time to modify the Digital List Price of its Inventory, as well as to remove any titles or associated marketing data from eBookBase. Should Publisher either increase the price of a listed title in Inventory or remove it, such change will be effective ten (10) days following such changes or removal of a title. Publisher acknowledges that eBookBase Retailers will be basing their digital content catalogs on the information supplied by Publisher.

2. Payment and Statement. For Publisher Inventory sold through eBookBase or Mobipocket, Mobipocket will pay Publisher the Wholesale Price for such products sold, net of refunds and bad debt, within thirty days of the end of every calendar quarter : March 31st, June 30th, September 30th and December 31st. Mobipocket will make payment in US or Euro funds for the amounts due Publisher and furnish Publisher with a statement in electronic format showing the number of copies of each product sold listed by title, author, and ISBN. Mobipocket reserves the right to hold the payment of royalties until the amount due is more than $150 US or 150 Euro. Any and all payments to Publisher hereunder are exclusive of all sales, use, value added and similar taxes. Mobipocket reserves the right to net any applicable withholding taxes from its payments to Publisher hereunder. Applicable VAT will be computed based on the VAT exclusive Wholesale Price as determined under Section 1.B. If Publisher is required by law or by administration thereof to collect any sales, use, value added or similar taxes from Mobipocket, Mobipocket will pay such taxes to Publisher provided that Publisher first issues to Mobipocket valid tax invoices in support of any such taxes to be collected from Mobipocket.

3. No Exclusivity. This Agreement is not exclusive and does not impose any obligation or restrictions on either party with respect to competing business relationships or opportunities.

4. Warranties by Publisher. Publisher warrants and represents that (a) Publisher has the full power, right and authority to enter into this Agreement; (b) Publisher has not previously and will not grant any rights to any third party that are inconsistent with the rights granted herein; (c) Inventory provided by Publisher and any other material are (i) either owned or licensed by Publisher, and (ii) do not and will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; (d) Publisher will not knowingly provide or knowingly permit the provision of data, images or programs to Mobipocket that would violate the proprietary rights of others, including unauthorized copyrighted text, images, programs or materials used in an infringing fashion; and (e) the product or associated marketing data supplied do not contain mater which is libelous, slanderous, an invasion of privacy, unlawful appropriation of name, and likeness, defamation of character.

5. Warranties by Mobipocket. Mobipocket warrants and represents, solely for Publisher's benefit, that Mobipocket has the full power, right and authority to enter into this Agreement.

6. WARRANTY DISCLAIMERS AND LIABILITY LIMITATION. ALL SERVICES AND PRODUCTS PROVIDED BY MOBIPOCKET, ITS AFFILIATES AND SUPPLIERS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, MOBIPOCKET, ITS AFFILIATES AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO PUBLISHER'S USE OF EBOOKBASE. EXCEPT FOR INTENTIONAL BREACH OR GROSS NEGLIGENCE, MOBIPOCKET WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF MOBIPOCKET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL PROGRAM FEE PAYMENTS PAID OR PAYABLE TO PUBLISHER UNDER THIS AGREEMENT.

7. Indemnification. Either party (the "indemnifying party") will, at its own expense, defend any third party claim or action brought against the other party (the "indemnified party"), and its Affiliates or Suppliers, for any claim that, as alleged, would represent a breach of any warranty or representation made by the indemnifying party hereunder. The indemnifying party will indemnify and hold harmless the indemnified party from and against any claims and damages finally awarded against the indemnified party or agreed pursuant to a settlement in accordance with the requirements of this, and any costs and fees (including without limitation, attorneys' fees) reasonably incurred by the indemnified party that are attributable to such a claim. The indemnifying party will not be responsible for any settlement made by the indemnified party without the indemnifying party's written permission, which permission will not be unreasonably withheld. The indemnified party will (i) provide the indemnifying party reasonably prompt Notice of any such claim or action and permit the indemnifying party to answer and defend such claim or action; and (ii) provide the indemnifying party with such information, assistance and authority, at the indemnified party's expense, as may be necessary or appropriate to enable the indemnifying party to defend such claim or action. The indemnified party has the right, at its expense, to employ separate counsel and participate in the defense of any claim or action that the indemnifying party is defending.

8. Termination. Either party may terminate this Agreement without cause upon not less than ninety (90) days notice to the other party. Any termination of this Agreement or withdrawal by Publisher of specific Inventory or other materials will be prospective, with respect to future sales only. After termination of this Agreement or withdrawal of specific Publisher Inventory, Mobipocket may continue to maintain master copies of such Inventory in order to provide online access and replacement downloads of such inventory to customers who purchased it prior to termination.

9. Survival. Sections 2, 3, 4, 5, 6, 7, 10, 11, and 12 will survive
Termination of this Agreement.

10. Governing Law; Venue; Attorneys Fees. This Agreement will be construed and controlled by the laws of France, and each party further consents to jurisdiction by the courts sitting in Paris France.

11. Arbitration. Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or Publisher’s relationship with Mobipocket shall be submitted to confidential arbitration in Paris, France, except that, to the extent (1) Publisher has in any manner violated or threatened to violate Mobipocket’s intellectual property rights, or (2) Mobipocket seeks indemnification from Publisher under this Agreement, Mobipocket may seek injunctive or other appropriate relief in any court sitting in Paris, France (and Publisher consents to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Agreement shall be conducted under the rules then prevailing of the Rules of Arbitration of the International Chamber of Commerce in Paris, France. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

12. Expenses. All costs incurred by either party in fulfilling any of its obligations under this Agreement will be borne by such party, without reimbursement from the other party.

13. Entire Agreement. This Agreement constitutes the entire agreement between Mobipocket and Publisher with respect to the subject matter hereof and supersedes all prior and contemporaneous communications. This Agreement may not be modified or amended except by an instrument accepted by both parties.


Acceptance by Publisher:

Name : ___________________________________________

Address : ___________________________________________

Date : 2/3/2012


Acceptance by Mobipocket:

Name : Martin GORNER

Address : 251 Bld Pereire 75017 Paris FRANCE

Date : 2/3/2012

Title : CEO




Addendum to Mobipocket™ eBookBase Publisher Agreement
(ADSI)

This Addendum to the Mobipocket eBookBase Publisher Agreement (this Addendum, and the Mobipocket eBookBase Publisher Agreement as incorporated into this Addendum, are referred to herein as “Addendum”) is between Amazon Digital Services, Inc. (“ADSI” or “Amazon”), a United States company and:

Individual or entity name identified as Publisher for this Addendum and for corresponding Mobipocket eBookBase Publisher Account ("Publisher"): ___________________________________________
Address: ___________________________________________

This Addendum governs the retail sale and distribution of Publisher’s eBooks on the Amazon Properties, as defined herein. Terms used, but not otherwise defined, in this Addendum have the meanings given to them in the Mobipocket eBookBase Publisher Agreement. This Addendum is incorporated in, made a part of and governed by the terms and conditions in the Mobipocket eBookBase Publisher Agreement. To the extent that any provisions of this Addendum conflict with the provisions of the Mobipocket eBookBase Publisher Agreement, the provisions of this Addendum control.

Publisher agrees to the following Rights, Publisher Account Services, Payment,
Applicable Law and Arbitration Terms:

Rights: Publisher agrees that ADSI, a United States company, may exercise all Rights granted in the Mobipocket eBookBase Publisher Agreement in connection with its provision of the eBooks Program, with respect to the Amazon Properties. An “Amazon Property” is any web site or other online point of presence, on any platform, that is targeted at the United States and co-branded with or operated by Amazon (such as www.borders.com, www.waldenbooks.com and www.target.com), including without limitation the Amazon Site and any successor or replacement web site.

Publisher Account Services: To the extent that Amazon develops a web portal or other software service through which publishers may manage their Digital Books, Amazon may provide Publisher with access to such portal. Amazon will facilitate Publisher’s provision of Publisher’s Digital Books; setting and adjustment of the Digital List Price of its Digital Book titles, and management of marketing data associated with Publisher’s Digital Books.

Payment Terms: The Digital List Price for Publisher’s Digital Books sold from

the Amazon.com site(s) shall be the Digital List Price as set through Mobipocket’s eBookbase publisher services. For Digital Books that customers purchase from the Amazon Properties, Amazon shall pay to Publisher, net of refunds and bad debt, the Wholesale Price, as defined in the Mobipocket eBookBase Publisher Agreement. Amazon shall make payments to Publisher on a monthly basis (“Program Fee Payments”), approximately 60 days after the end of the month in which customers purchase Digital Books. All payments to Publisher under this Addendum will be in United States Dollars. Publisher is responsible for any income or other taxes due and payable as a result of payments to it by Amazon under this Addendum. Accordingly, unless otherwise stated, the pricing of all Program Fee Payments are inclusive of any taxes that apply to such payments to Publisher. Amazon maintains the right, however, to deduct or withhold any and all applicable taxes from Program Fee Payments, and the Program Fee Payments, as reduced by such deductions or withholdings, will constitute full payment and settlement to Publisher. No Affiliate Fees will be paid or payable by Amazon for referrals from Publisher’s website to the Amazon Properties. The reporting provisions of Section 2 of the Mobipocket eBookBase Publisher Agreement shall not apply to sales made under this Addendum. For sales made under this Addendum, Amazon shall provide Publisher with a monthly report detailing the ISBN or identifier of the Digital Book, quantity, price and ISBN for the related Title, for each of Publisher’s Digital Books purchased by customers during such month.

Applicable Law: This Addendum, and the Mobipocket eBookBase Publisher Agreement as incorporated into this Addendum, shall be governed by the laws of the United States and of the State of Washington, without reference to rules governing choice of law.

Arbitration: Any dispute relating in any way to this Addendum (including any actual or alleged breach hereof), any transactions or activities under this Addendum or Publisher’s relationship with Amazon or any of Amazon’s affiliates shall be submitted to confidential arbitration in Seattle, Washington, except that, to the extent (1) Publisher has in any manner violated or threatened to violate Amazon’s intellectual property rights, or (2) Amazon seeks indemnification from Publisher under this Addendum, Amazon may seek injunctive or other appropriate relief in any state or federal court in the state of Washington (and Publisher consents to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this Addendum shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Addendum shall be joined to an arbitration involving any other party subject to this Addendum, whether through class arbitration proceedings or otherwise.


Acceptance by Publisher:

Name : ___________________________________________

Address : ___________________________________________

Date : 2/3/2012


Acceptance by Amazon Digital Services, Inc.:

Name : Steve KESSEL

Address : Amazon Digital Services, Inc., 605 5th Avenue South, Seattle, WA 98104

Date : 2/3/2012

Title : Senior Vice President


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