StoryFair Audiobooks License and Distribution Agreement (Updated June 16, 2023)

The below terms represent the current License and Distribution Agreement for publishers on StoryFair. When authorizing an audiobook for sale on StoryFair, these are the terms we’ll mutually agree to. No additional terms or fine print; this represents our entire agreement with StoryFair publishers:

1. Audiobook Rights

You represent and warrant that:

a. You are the rights holder, or are legally acting on behalf of the rights holder(s), for the Audiobook(s) being presented for sale by your organization (“Works”)on the StoryFair.net Platform (“Platform”, or “StoryFair”).
b. You have obtained all necessary rights from third parties, such as authors, narrators, publishers, or other content creators or rights managers of the Works, to allow you to offer the Work for sale on our Platform.
c. The sale of this Work on the Platform will not infringe or violate the intellectual property rights of any other party.
d. The contents of the Work itself does not violate the intellectual property rights of any other party, nor does it defame or otherwise legally harm any other person or entity.
e. Upon receipt of royalty payments from Platform associated with sales of the Work, (“Platform Royalties”), you will ensure the timely payment and distribution of royalties to any additional third-party rights holders in accordance with your agreements with them.

2. Distribution by StoryFair

You grant StoryFair the right to reproduce, display, market, sell, and present the Work for sale on any of its properties in all applicable territories and jurisdictions, including but not limited to https://storyfair.net and the StoryFair mobile applications. The term of this right begins upon acceptance of this Agreement and continues in perpetuity for as long as you enable the Work to be sold on StoryFair via your publisher dashboard (“Dashboard”). You acknowledge that upon disabling the Work’s eligibility for sale on the Dashboard, some reasonable period of time may pass before the Work is removed for sale from all Platforms and StoryFair properties, never exceeding 30 days, and that during such time, you will still be eligible for Royalties on any sales.

3. Non-exclusive Distribution

StoryFair agrees to not restrict or otherwise impede the sale of the Work via any other retailer, nor to set conditions on price based upon the listed price of the Work on another retailer.

You warrant that the Work is not similarly restricted for sale by another retailer, and further agree to indemnify StoryFair against any claims of damages that may arise from the violation of any agreement you may have in place with any other retailer as it relates to the Work.

4. Additional Rights Granted to StoryFair

a. Rights to minor edits: StoryFair may make minor edits and/or summarize metadata related to the Work, such as the Work’s “blurb” or product description, or to truncate a title, or to crop or resize your book cover image. StoryFair may also apply audio compression or other minor edits to the Work’s audio files.
b. Right to remove Work for sale from Platform: StoryFair maintains the unlimited, unrestricted, discretionary right to approve or deny the sale of any Work on its platform, for any time and for any reason, with or without cause or explanation. In such an event, you will still be entitled to full Royalties for any sales completed before StoryFair removes the Work from availability.
c. Right to market: You grant StoryFair the unlimited right to promote the Work via social media, advertising, or partnerships with third parties.
d. Right of Publicity Grant: On your own behalf or on behalf of the creators and rights holders of the Work, you grant Platform the right to use the name, approved likeness, biographical information, and any other metadata related to the Work which you provide to StoryFair via your Dashboard, for purposes of advertising and promoting the Work. You warrant that, in this context, any information you provide to StoryFair via your Dashboard is information you have the right to provide.

5. Royalties

The following royalty terms shall apply until this Agreement is updated and mutually agreed to by the Parties:

1. StoryFair will pay 75% of the funds received by its payment processor(s) from the sale of each Work. For example, if you list your work at $19.99, StoryFair may receive $19.38 from the credit card processor. In this case, you would be owed $14.54 in royalties for the sale.
2. StoryFair will pay royalties monthly, unless otherwise mutually agreed to in a separate written agreement, for the royalties earned in the previous calendar month. The usual date of payment will be the 10th of the month following the month of sale, but in all circumstances will be within 30 days following the month of sale.
3. All royalties paid will be less coupons and returns. For example, if you had a Work for sale at $19.99, and sold four copies at full price, and one copy with a $5 coupon, StoryFair might have received $92.10 in funds for these sales. If one customer returns a Work for $19.99, StoryFair would be left with $72.11 for these sales. You would be entitled to a royalty payment of $54.08.
4. If your returns exceed your royalties in a given month, we will allow you to run a negative royalty account balance for up to 30 days. If your account remains negative for more than 30 days, you agree to bring your account balance to zero by returning paid royalties to StoryFair within the next 30 days.

6. Ownership

No part of this Agreement empowers, nor shall be construed to empower, StoryFair to take ownership of any intellectual property owned by, or managed by, the Publisher.

7. Indemnification

a. You agree to indemnify and hold StoryFair harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to any breach of this Agreement, including but not limited to any breach of the representations and warranties stated in Section 1.
b. You further agree to indemnify and hold StoryFair harmless from any claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to any infringement or violation of intellectual property rights, defamation, or other legal harm caused by the content of the Work, as stated in Section 1.
c. The indemnification obligations stated in this section shall survive the termination or expiration of this Agreement.

8. Limitation of Liability

a. In no event shall StoryFair be liable to you or any third party for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, including but not limited to lost profits, loss of data, or loss of business opportunities, even if StoryFair has been advised of the possibility of such damages.
b. StoryFair’s total cumulative liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of royalties paid by StoryFair to you under this Agreement during the six (6) month period immediately preceding the event giving rise to the liability.
c. The limitations of liability stated in this section shall apply to the fullest extent permitted by applicable law.

9. Enforceability

a. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties to the greatest extent possible. The remaining provisions of the Agreement shall continue in full force and effect.
b. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that provision or any other provision.
c. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

11. Disputes

a. Any dispute, controversy, or claim arising out of or relating to this Agreement, its interpretation, performance, breach, or termination, or the relationship between the parties, shall be settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) then in effect, subject to the following provisions.
b. The arbitration shall be conducted in the English language and held in Delaware, United States. Parties agree to teleconference when practical during arbitration.
c. The arbitration proceedings shall be confidential, and the arbitrator’s award shall be final and binding on the parties. The parties agree to abide by and perform any award rendered by the arbitrator.
d. Before resorting to arbitration, the parties agree to engage in good faith efforts to resolve any disputes or conflicts arising from this Agreement through negotiation or mediation. Both parties shall undertake reasonable attempts at conflict resolution before initiating arbitration.
e. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information.
f. Each party shall bear its own costs, expenses, and attorney’s fees incurred in connection with any arbitration or court proceedings, except as otherwise awarded by the arbitrator or a court of competent jurisdiction.
g. This section on disputes shall survive the termination or expiration of this Agreement.