PUBLISH GREEN eBOOK PUBLISHING AGREEMENT

This Publishing Agreement is between the Customer and Hillcrest Media Group, Inc. DBA Publish Green, 322 First Avenue N, Suite 500, Minneapolis, MN 55401 (“Hillcrest”). This Agreement covers the parties’ respective obligations regarding the formatting and distribution of the eBook edition of Customer’s book (the “eBook”), the title of which shall be provided by Customer.

These terms and conditions incorporate the General Terms and Conditions for Additional Services offered by Hillcrest Media Group.

1. DEFINITIONS

The following terms shall have the following meanings for purposes of this Agreement:

A. “Approval Date” is the first business day after the date on which Customer approves both the final formatting of his/her eBook and the Meta Data.

B. “Approval Process” is when Hillcrest has completed the initial formatting of the eBook and has requested that the Customer review the final eBook.

C. “Commencement of the Publishing Process” is defined as (1) Customer’s submission of his/her manuscript (by uploading to Hillcrest Author Center), or (2) Customer’s submission of the “Pre-eBook Formatting” questionnaire via the Hillcrest Author Center, and/or (3) the passing of twenty (20) days since Customer executed this Agreement.

D. “Commencement of the Sample Chapter” is when Hillcrest begins formatting Customer’s Sample Chapter.

E. “Commencement of the Formatting Process” is defined by Customer approving the sample chapter, the assessment, and paying any additional formatting fees.

F. “Customer” is an Customer, or book publisher, or third-party using Hillcrest’s services for, or any other person or entity legally entitled to enter into the services with Hillcrest on as or on behalf of any right holder.

G. “DRM” (“Digital Rights Management”) is the practice of adding digital encryption to eBook files to prohibit copying.

H. “Images” are defined as charts, graphs, photos, illustrations, or any other material set apart differently from the text, which may not be considered images for printed book design purposes.

I. “Custom Images” are defined as Images that Hillcrest extracts from Customer eBook file.

J. “Intellectual Property” is defined by all copyrights, trademarks, derivative rights, and other contents associated with the eBook that Customer uploads to Hillcrest and/or that Hillcrest creates on behalf of Customer.

K. “Maintain the Integrity of the Original Format” means that Hillcrest will ensure (1) that text that is meant to be bold or italicized renders as such in the eBook file(s), (2) that letters, phrases, and chapter titles are capitalized and otherwise uniform as in the submitted book, and (3) that the overall look and feel of the eBook is as consistent with the original print book as is possible.

L. “Meta Data” refers to information provided by Customer and as it pertains to the title and subtitle of the book, Customer name, short and long descriptions of the book, Customer biography, copyright information, BISAC categories, eBook price, publisher information, and ISBNs (if Customer has provided their own).

M. “One Hundred Percent (100 %) Royalties” equals the Retail Download Price (“RDP”) less the Reseller’s Fee.

N. “Third Party Resellers” are online retailers and wholesalers with whom Hillcrest lists Customer’s eBook for sale.

O. “Reseller Submission Date” (aka “Submission Date”) is the one time per calendar month that Hillcrest submits eBooks to Resellers, which is the final Friday of every month (unless that day is a holiday, then the Submission Date is the final Thursday). Hillcrest shall submit Customer’s eBook to Resellers on the closest Submission Date following the Approval Date. For Customers purchasing Rush Formatting, Hillcrest shall submit Customer’s eBook to Amazon.com, Apple’s iBookstore, BN.com and MyBookOrders (if applicable) within two business days of the Approval Date. Submission to all other resellers will occur on the Submission Date.

P. “Conversion-Related Revisions” are defined as changes to the individual words, portions of words, or punctuation caused by the conversion process (i.e. if a word in the eBook file looks like “THis” as a result of the conversion, it would be fixed). Conversion-Related Revisions do not include editorial changes.

Q. “Editorial Revisions” are defined as sentence re-writes, grammar and mechanical changes, reorganization of paragraphs, chapters, and images (photos, art, charts, graphics, or any non-text elements), as well as any changes to content or presentation that differ from the Customer submitted manuscript. Any Editorial Revisions that Customer wishes to make after Hillcrest has formatted Customer’s eBook will be billed at an hourly rate of $50 per hour, with a minimum fee of $50.

R. “Rush Formatting” is defined by the process of Hillcrest converting Customer’s original files into eBook files and designing the eBook to render as best as it can on various eReading devices within a reduced timeframe of seven (7) business days. Rush Formatting begins after Customer has completed the Assessment step of the Publishing Process.

S. “Standard Formatting” is defined by the process of Hillcrest converting Customer’s original files into eBook files and designing the eBook to render as best as it can on various eReading devices within a timeframe of fifteen (15) business days. Standard Formatting begins after Customer has completed the Assessment step of the Publishing Process.

T. “Document Complexity” is defined as complexity in the interior of the source file that Customer uploads to Hillcrest during the Upload Files step, and determined by Hillcrest at the time of the Assessment process. Document Complexity includes extensive bulleted, numbered, or lettered lists, extensive text formatting which includes centered text, bolded and italicized text, and any other complex text formatting which is subject to the discretion of Hillcrest.

U. “Pre-Formatted eBook” is defined as a pre-formatted EPUB and/or MOBI file submitted by Customer to Hillcrest if Customer purchases a distribution-only package through Hillcrest. Hillcrest requires that all Pre-Formatted eBooks adhere to the following specifications: must include individual MOBI and EPUB ISBNs embedded into the eBook file(s); must include cover image embedded into the eBook file(s); if EPUB, must be validated via an EPUB validation program prior to submission to Hillcrest; any images must be embedded into the eBook file(s); any embedded images, including cover, must be less than 2 million pixels in size; and cover image must not contain any references to commercial retailers (i.e. “For Amazon Kindle, for Apple iPad) or references to supplemental materials (i.e. “CD enclosed”).

V. “Flowing Layout eBook” is defined as any eBook which is formatted using Hillcrest’s Flowing Layout technology.

W. “Fixed Layout eBook” is defined as any eBook which is formatted using Hillcrest’s Fixed Layout technology. Fixed Layout eBooks, if distributed by Hillcrest, can only be distributed to the Apple iBookstore.

X. “Sample Chapter” is defined as the front cover, front matter and first chapter—or first 10% of manuscript, whichever comes first—of a Flowing Layout eBook.

Y. “Review and Approval Process” is defined as the Customer's responsibility to review and approve all versions of the eBook files created by Hillcrest, including the Sample Chapter and final eBook files.

Z. “Conversion-related errors” are defined as errors that occur during the initial eBook conversion (e.g. transposed letters, missing hyperlinks, or punctuation issues).

AA. “Plain Text” is defined as a manuscript that consists entirely of standard paragraphs and chapter headings. Plain text books may not not contain enhanced formatting features, including but not limited to: text boxes, text borders, drop caps, quotations, call-out quotes, hyperlinks, lists, images or footnotes.

BB. “Enhanced Formatting Features” are defined as any specialized formatting added to the eBook beyond standard paragraphs and chapter headings, including but not limited to: text boxes, text borders, drop caps, quotations, call-out quotes, hyperlinks, lists, images or footnotes.

2. OWNERSHIP OF eBOOK & LIMITED LICENSE TO PUBLISH

A. Ownership of eBook

Customer at all times retains 100% of all right, title and interest in and to the eBook and its contents, including all copyrights, trademarks, derivative rights, and other intellectual property associated with the eBook, including but not limited to all file formats Hillcrest is paid by Customer to create.

Customer derivative rights include but aren’t limited to: (a) translation rights; (b) abridgement rights; (c) serial rights; (d) merchandising rights; (e) stage, film, television, video, radio, and dramatization and documentary rights; (f) picture eBook rights; (g) print rights; (h) publication, sale and distribution rights in relation to the eBook and/or any part thereof in all editions and in all languages; (i) exploitation rights in relation to the eBook in any other form as may be invented in the future; and the right to sell, resell, license or re-license to anyone any or all of the foregoing.

At no time will Hillcrest ever release any proprietary information that is supplied by Customer for Formatting purposes, or use any proprietary information for promotional purposes.

At any time, Customer can download from Hillcrest all formatted files created by Hillcrest pursuant to this Agreement.

B. Limited License to Publish

Hillcrest’s license to publish is set forth in Section 2(C). Section 2(C) through 2(F) ONLY APPLIES TO Customers who have also paid for Hillcrest’s distribution services (or any Distribution Renewal term).

Customers who have purchased eBook Conversion only, as part of Hillcrest’s Basic package, should skip to Section 3 of this Agreement, as they are not granting Hillcrest any right to publish or distribute their book.

C. eBook Distribution License

Customer hereby grants to Hillcrest the non-exclusive, worldwide license to digitally publish, distribute, market and sell and to license others to do so (“Publish”) Customer’s eBook in the following formats as selected by Customer: .mobi and .epub (“Formats”) and for the Initial and/or any Renewal eBook Distribution Term (Section 3(B)) .

eBooks will be distributed through Hillcrest's distribution partners ("Third Party Resellers"). Customer acknowledges that Third Party Resellers may change without notice.

D. Title and Customer Information

Hillcrest may post pertinent information about Customer and the eBook on Hillcrest’s website and those of Resellers during the term of this Agreement. Such information may include the eBook’s cover, Customer name and photograph, description of the eBook and other related information. Customer reserves the right to have Hillcrest remove said information from Hillcrest’s website at any time.

Further, Customer grants to Hillcrest the right to make excerpts from the eBook viewable on Hillcrest’s website in order to facilitate and/or sell and publicize the eBook. Customer agrees that Resellers shall be allowed to display any or all of the Meta Data provided by Customer to Hillcrest. Further, Customer acknowledges that each Reseller may display a sample portion of Customer eBook on its website or on the websites of other resellers that have distribution agreements with them. The portion displayed is at the discretion of the Reseller and Hillcrest has no control over the amount or the specific sections of Customer eBook that are displayed for promotional purposes.

E. Electronic Storage and Handling of the eBook

During the term of this Agreement, Customer grants Hillcrest the right to store, use, transmit and distribute electronic copies of the eBook as required to facilitate the distribution process. This grant includes Resellers with whom Hillcrest has distribution agreements.

F. Customer May Rescind License at Any Time

Customer may rescind Hillcrest’s limited rights to digitally publish and distribute the eBook at any time and for any reason, at which time Hillcrest will remove all reference to Customer and the eBook from any of its or its Resellers' websites to the extent possible. However, Customer acknowledges that it may take Resellers an unknown amount of time to remove the eBook from their sites and databases. Customer further acknowledges he/she has no cause of action against Hillcrest for any delay by a Reseller in removing the eBook and/or Customer information from a website.

3. TERMS OF THE AGREEMENT & TERMINATION

The Agreement shall continue until either party terminates pursuant to the terms set forth herein or until the Initial Term or any Renewal Term expires. The terms of this Agreement only cover the publishing process and the first year of distribution through a third-party distributor. Other services from Hillcrest (e.g., Website Order Fulfillment), including but not continued book distribution after the year included as part of this Agreement, have separate terms and conditions, separate termination and expiration dates and are governed by separate agreements.

The “Initial Term” commences upon the execution of this Agreement and continues for one (1) year from the date Customer’s Book data is submitted to any distributor (the “Submission Date”). Each “Renewal Term”, if any, commences upon the anniversary of the Submission Date each year. Customer acknowledges that there will be renewal fees for some services included as part of this Agreement, including but not limited to distribution. Current renewal fees are set forth in Distribution Service Terms. Customer acknowledges renewals fees are subject to change.

Upon renewal of this Publishing Agreement (after the expiration of the Initial Term or any subsequent Renewal Term), Customer acknowledges that the Publishing Agreement may have changed, and that he/she must agree to the updated Agreement in order to renew. Payment of any renewal fee constitutes agreement to and acceptance of the current Agreement at the time of renewal.

A. eBook Formatting Only

This sub-section applies to ALL Customers.

The Initial Formatting Only Term (“Initial Term”) commences upon the execution of this Agreement, and expires at the time that Customer’s final eBook files are made available to Customer per Section 6 of this agreement.

B. eBook Distribution

This sub-section applies ONLY to Customers selecting distribution services.

The initial eBook “Distribution Term” commences on the date on which Customer eBook is submitted by Hillcrest to any Reseller for distribution and expires one year from said date.

The “Renewal Term” commences upon the anniversary of the Distribution Term each year. Renewal fees for the first and subsequent Renewal Terms vary based on the eBook distribution package selected by Customer prior to commencement of the Distribution Term and any Renewal Term. Renewal fees are as follows:

Distribution Service	Renewal Fee
Amazon and iBookstore Distribution Only	$49.00
Complete Distribution (Global, Amazon, and iBookstore)	$79.00
Library Distribution	$29.00
Personal Sales Page	$25.00

Hillcrest will notify Customer 60 days prior to expiration of the Distribution Term or Renewal Term. At such time, Customer can pay the applicable renewal fee(s), accept the terms of service, and agree that Hillcrest will distribute Customer’s eBook for an additional year. Hillcrest will email Customer several reminders during the 60 day period. Customer acknowledges that the renewal fee must be paid in order for Hillcrest to continue listing Customer’s eBook with Third Party Resellers. If Customer does not renew distribution services prior to the expiration of the Distribution or Renewal term, this constitutes as Termination and Customer’s eBook will be removed from Third Party Resellers’ websites/databases, and Customer’s eBook will no longer be available for sale/distributed by Hillcrest. If Customer does not renew Distribution with Hillcrest during the period of time in which Hillcrest notifies Customer that it is time to renew, and decides to renew after the final notification effort from Hillcrest, Customer will be charged a $199.00 reinstatement fee.

If Customer cancels distribution services with Hillcrest at any time during the Initial and/or any Renewal Term, Hillcrest will remit payment to Customer on the next pay period date. Payment will include all monies earned from book sales minus a $5.00 USD processing fee. If Customer's balance is below $5.00 USD, Customer will not be eligible for any payment remittance from Hillcrest.

C. Termination by Customer

Customer may terminate this Agreement at any time and for any reason by providing written notice via email, fax, or certified mail, provided that if such notice is transmitted to Hillcrest via email, fax or Author Center, Hillcrest acknowledges receipt thereof from Customer. If Customer terminates prior to the commencement of the publishing process, as defined in section 1(C), Customer shall receive a full refund of all monies paid. If Customer terminates after commencement of the publishing process, Customer will receive a refund as set forth in Addendum A to this Agreement.

Termination of any other services provided by Hillcrest are set forth in the terms and conditions for those services, under a separate agreement.

Customer acknowledges that if they request their eBook to be taken off sale from all Third Party Resellers’ sites after it has been submitted to Resellers, this constitutes as termination of services. If Customer requests that Hillcrest relist eBook files after termination, there will be a $199.00 reinstatement fee.

All refunds will be made by Hillcrest to Customer within 30 days after the notice of termination has been provided by Customer. Hillcrest has 10 business days from Customer written notice of termination to request removal of all online listings under Hillcrest’s control and make available to Customer through the Hillcrest website all of Customer’s paid for and completed eBook formats.

D. Termination by Publisher

Hillcrest may terminate this Agreement, the provision of any service hereunder, and publication of the Book with or without cause, for any reason and at any time, upon written notice to Customer. In no event will Hillcrest be obligated to publish a book of any kind, including but not limited to those which, in its opinion, violate the common law or statutory copyright, the right of privacy of any person, contain libelous or obscene material, and/or promote hate, violence, or illegal activities. If Hillcrest terminates the Agreement, Hillcrest will immediately refund all monies paid by Customer for services not yet commenced.

Hillcrest may elect to terminate this Agreement upon the expiration of the Initial Term or any Renewal Term. Upon such termination by Hillcrest, Hillcrest will update all original production files accordingly and will cease distribution and cancel listing of Customer’s eBook with Resellers (if applicable).

Hillcrest may terminate this Agreement if Customer owes Hillcrest any monies for additional services, distribution fees, or any other service (e.g., returns, cover revision fees, interior revision fees, etc.) and has not paid Hillcrest within ten (10) business days of receiving an invoice from Hillcrest either through the mail , email or via the Author Center.

4. SERVICES PROVIDED BY PUBLISHER

The services set forth in Sections 4(A) through 5(C) and Section 6 of this Agreement may be purchased through Hillcrest’s Basic, Advance, Premium and Professional Packages. Hillcrest shall provide these services for the package fee listed on https://www.publishgreen.com/order to be paid in advance by the Customer via credit card, certified check, or money order. (If Customer chooses to pay with a regular bank check, Customer acknowledges that services will not commence until said check is cleared by Customer’s bank.)

A. Word/Image/Footnote Count and Included Features

1. Basic ePublishing Package

Includes formatting for up to 75,000 (seventy five thousand words).

2. Advanced ePublishing Package

Includes formatting for up to 75,000 (seventy five thousand words), 10 (ten) images, and 10 (ten) footnotes.

3. Premium and Professional ePublishing Packages

Includes formatting for up to 75,000 (seventy five thousand words), 20 (twenty) images, and 20 (twenty) footnotes.

When Customer places his/her order for a publishing package, Customer is responsible for reporting the word count, image count, and footnote count of Customer’s Book. When applicable, word, image and footnote counts that exceed the included amounts described above will be paid at time of order based on Customer’s reported numbers.

Hillcrest will assess Customer’s manuscript for presence of images, footnotes, and enhanced formatting features, as defined in section 1(BB), during the Assessment process. Customer acknowledges that if Hillcrest finds Customer’s manuscript to exceed the reported word, image, and/or footnote counts, or to fall outside of the Basic package guidelines described above, Customer will be assessed additional formatting fees as set forth in Section 4(E).

B. Cover Upload and Sizing

If cover design service has not been purchased, Customer shall log in to his/her account in Hillcrest’s Author Center when prompted and upload Customer cover image. Customer cover image may be uploaded separately, or may be uploaded as part of Customer interior file. The cover image should be uploaded at the highest resolution possible, and must be a .jpg or .png only (JPEG is the preferred format). Hillcrest requires and Customer acknowledges that Customer shall upload a cover image of at least 1400x1800 pixels for optimal display results and to meet the sizing requirements of Third Party Resellers. If the cover upload is less than 1400x1800, Customer acknowledges that Hillcrest may not be able to list resulting eBook with all Third Party Resellers.

Further, Customer acknowledges that Hillcrest will only use the front cover of Customer book for eBook publishing purposes. If Customer uploads an image file that contains the front, back, and spine of a book cover, Hillcrest, without any cost to Customer, will crop and resize as necessary. Hillcrest reserves the right to resize any cover submitted to ensure compatibility with eReading devices. If Customer does not have a front cover image or has not purchased cover design service from Hillcrest, Customer is not required to upload a cover file via Hillcrest’s website. However, Customer acknowledges that his/her eBook will not include a front cover (i.e. will be text only).

Customer warrants that he/she has the unequivocal right, title and interest in the submitted cover, including the rights to said photos, artwork or other images on the eBook’s cover.

Customer understands and accepts that Customer eBook cover may not be visible on all eReading devices and/or may look differently on each device and may look differently than the original submitted book cover looks in print, and that Hillcrest has no control over how said cover image appears on each device.

Customer further acknowledges that Hillcrest has no control over whether any Reseller chooses to reject Customer eBook based on the cover. If for any reason a Reseller rejects Customer eBook for reasons relating to the content of Customer provided cover image, Hillcrest will notify Customer in writing and state the reasons as to why the cover was rejected, and request a new cover file from Customer.

C. Manuscript Upload and Interior eBook Formatting

When prompted, Customer shall log in to his/her account on Hillcrest’s website and upload Customer’s manuscript. If Customer is already published in print under any division of Hillcrest Media Group, Hillcrest may upload Customer’s most recent manuscript. If manuscript is uploaded by Hillcrest, Customer will be required to log in to the Hillcrest Author Center and verify that the final version of his/her manuscript has been uploaded. Hillcrest accepts the following formats (for interiors): PDF, Microsoft Word, and Adobe InDesign.

All packages include formatting Customer eBook as a .mobi file (the format used by Amazon’s Kindle) and an .epub file (format used by Nook, iPad, iPhone, Sony Reader, etc.).

If Customer chooses book editing services (per the terms set forth on Hillcrest’s website), Customer acknowledges that the book editing process will be completed prior to the Commencement of the Formatting Process.

After Customer’s manuscript and any associated files have been uploaded, Hillcrest will conduct an Assessment as described in Section 4(E). Customer acknowledges that the formatting process cannot commence until he/she pays any additional formatting fees incurred during the Assessment.

Prior to the Commencement of the Formatting Process, Hillcrest shall deliver a sample chapter format of the eBook interior to Customer. The sample format will consist of the cover image, front matter, and first chapter—or first ten percent (10%) of Customer’s manuscript—whichever comes first. Customer acknowledges that Hillcrest is not required to provide a full chapter as sample and may choose to instead provide first ten percent (10%) of manuscript at Hillcrest’s discretion. Hillcrest will provide said sample format within seven (7) business days of Customer’s submission of the Pre-Formatting Questionnaire, ISBN Questionnaire, final manuscript, cover, and any interior images that Customer wishes to include in his/her book.

Customer acknowledges that it is his/her responsibility to log in to the Author Center upon email notification by Hillcrest and review the sample chapter. Customer may submit feedback on sample chapter, which Hillcrest will incorporate into the full interior formatting of the eBook; however, Customer may not request direct edits to the sample chapter or additional, revised versions of said sample chapter. Upon Customer Approval of the Sample Chapter and payment of any additional formatting fees, the Commencement of the Formatting Process will begin.

At any time after Customer approves sample chapter, if he/she requests formatting-related revisions (e.g., chapter header justification) such changes will be billed at $50.00 per hour (minimum $50.00 charge).

If Customer chooses to provide Hillcrest with a new manuscript after completion of the Upload Manuscript step, but prior to the commencement of full interior formatting, Customer acknowledges that a $50.00 re-conversion fee will apply. If Customer has already received his/her sample format, Customer acknowledges that he/she will not receive a second sample.

Customer acknowledges that conversion-related errors may occur during the initial conversion and formatting of Customer’s eBook. Conversion-related errors are defined in section 1(Z) above. Hillcrest will do its best to eliminate all conversion-related errors, but makes no guarantee that every error will be corrected during the rounds of formatting. It is ultimately the Customer's responsibility to review each version of the eBook file that Hillcrest produces and either send Conversion-Related Revisions via Hillcrest's Author Center or approve the eBook file.

Customer acknowledges that Customer’s eBook will render differently on different eReaders, and may look very different from one device to another, and that page count of Customer’s eBook will vary depending on the device used to read it. Additionally, Customer acknowledges that, while Hillcrest does its best to ensure that Customer’s eBook renders correctly on as many different devices as possible, there are currently no standards as to how said devices should render any particular eBook. Some may choose to ignore some or all of Customer eBook’s custom formatting.

Customer acknowledges that Hillcrest uses its best efforts to “maintain the integrity” of the original format of Customer’s book (as submitted initially by Customer), but cannot guarantee that the formatted eBook will exactly match the original format. Customer acknowledges that no eBook format will ever be identical to the printed and/or originally submitted version of Customer manuscript and that Hillcrest’s inability to make the interior of the eBook look exactly like the submitted version is not a breach of this Agreement.

It is Customer’s responsibility to review the entire eBook file prior to approving. Hillcrest will not be held liable if Customer approves an eBook file without reviewing the entire file in-depth and later discovers errors that Customer did not make known to Hillcrest at the time of approval.

D. Image Formatting

Hillcrest will format Customer’s Images into the eBook during the Interior Formatting process. Customer acknowledges that, should Customer’s manuscript contain images, all images must be embedded into the manuscript submitted to Hillcrest for eBook formatting as well as uploaded as separate files during the file uploading process, in order to ensure the most accurate formatting. Further, images must be placed in the locations at which they should appear in the final eBook file(s) in order for Hillcrest to accurately assess image placement in eBook. If Customer chooses not to follow this protocol, Customer acknowledges that the images in Customer’s eBook may not be placed properly during the formatting process, and should Author desire Hillcrest to change image placement, an additional fee of $50 per hour may be incurred.

E. Assessment Process and Additional Formatting Fees

Upon purchasing a Hillcrest ePublishing package, Customer shall be prompted to enter his/her word, image and footnote count to determine whether Customer eBook is subject to additional formatting fees at time of purchase. Upon Customer upload of manuscript to Hillcrest Author Center, Customer manuscript will be assessed by Hillcrest staff to determine whether the word and/or image and/or footnote count(s) are correct as entered by Customer upon placement of order, and whether Document Complexity fees will be incurred. Customer acknowledges that if Customer entered fewer words, footnotes, and/or images than are present in Customer’s manuscript and said words/footnotes/images exceed the amount included in each publishing package, Customer will be notified by Hillcrest to pay the additional fees (described below).

Customer acknowledges that Hillcrest will complete the assessment within seven (7) business days of receiving Customer file(s). If Customer is owed a credit (i.e. Customer miscalculated word and/or image count and overpaid for additional formatting fees), Customer shall be notified via email to log in and confirm said credit. Customer shall be credited at the completion of the Publishing Process. If Customer miscalculated the word and/or image count at the time of original order placement, and/or it is found that the Document Complexity or Basic Package upgrade fee applies, and Customer owes Hillcrest additional formatting fees, Customer shall be notified via email to log in and pay the additional formatting fees. Formatting will not commence until Customer has paid for any additional formatting fees.

Upon Customer confirmation of credit or payment to Hillcrest, Customer shall be prompted to complete Customer Assessment step via the Author Center. If no credit / payment is due / owed by Customer, Customer shall be notified to log in to his/her account in the Author Center to confirm that the Assessment is complete. Customer acknowledges that formatting of Customer’s eBook will not commence until Customer has completed said Assessment via the Author Center.

If Customer does not want to pay additional word, image, footnote, Basic Package upgrade and/or Document Complexity fees, Customer’s order will be canceled, and Customer will be refunded all monies paid less $125.00 (as defined in Addendum A of this Agreement) which Customer acknowledges is a valid fee for Hillcrest’s time in assessing Customer’s manuscript for eBook formatting. Should Customer decide to recommence Hillcrest’s services for the same eBook (exactly as originally submitted to Hillcrest) within six (6) months of the original purchase date of Hillcrest’s services, Customer shall receive a credit of $125.00, but Customer acknowledges that Hillcrest’s pricing and packages offered may be different from those available at the time Customer originally purchased.

1. Additional Word Fees

Each ePublishing package covers the formatting cost for a manuscript containing up to 75,000 (seventy five thousand) words. If Customer’s manuscript exceeds 75,000 words, each additional word will incur a $0.0018 per word additional formatting fee. Example: If Customer uploads a manuscript and reports having 100,000 words, Customer will be subject to an additional formatting fee of $45.00. Final price and/or credit will be determined during the Assessment stage.

2. Additional Image Fees

All charts, graphs, tables, images, equations, formulas, or other material in the eBook that is set apart differently from the text (collectively referred to as “Images”) are inserted into the eBook by Hillcrest. Customer may include up to ten (10) images in his/her book at no additional charge when the Advanced Package has been purchased and up to twenty (20) images when the Premium or Professional Package has been purchased. For all additional images/photos, the interior layout charge is $3.00 (three dollars) per image, which must be paid to Hillcrest prior to the insertion of the images. Customer acknowledges that images are not included if Basic Package has been purchased. Basic Package books found to contain any images will be subject to a $99 package upgrade fee, as well as $3.00 (three dollar) per-image insertion fee. Final price and/or credit will be determined during the Assessment stage.

3. Custom Image Fees

If Customer does not upload Images to Hillcrest in the required format, and Customer wishes for Hillcrest to extract images from Customer’s manuscript, Customer will be billed a “custom image fee” at $2.00 per image extracted.

4. Additional Footnote Fees

Customer may include up to ten (10) footnotes in his/her book at no additional charge when the Advanced Package has been purchased and up to twenty (20) footnotes when the Premium or Professional Package has been purchased. For all additional footnotes, the interior layout charge is $1.00 (one dollar) per footnote, which must be paid to Hillcrest prior to the insertion of the footnotes. Customer acknowledges that footnotes are not included if Basic Package has been purchased. Basic Package books found to contain any footnotes will be subject to a $99 package upgrade fee, as well as $1.00 (one dollar) per-footnote insertion fee. Final price and/or credit will be determined during the Assessment stage.

5. Basic Package Upgrade Fee

Customer acknowledges that if the Basic package is selected, Customer may not include any images or footnotes in his/her book and that the submitted manuscript must be “plain text”—as defined in section 1(AA) above—and may not contain any enhanced formatting features, including but not limited to: drop caps, lists, text boxes, call-out quotes, hyperlinks, etc. If Basic Package manuscript is found to contain images, footnotes, or enhanced formatting features, a $99 package upgrade fee will apply, to be determined during the Assessment stage.

6. Document Complexity Fee

Upon Customer upload of manuscript to Hillcrest’s website, Customer manuscript will be assessed by Hillcrest staff to determine whether it contains Document Complexity. Document Complexity fees will fall into the following price categories: $50.00, $75.00, $100.00, $150.00, $200.00, $250.00, $300.00, $400.00, and $500.00. These fees are dependent on the level of complexity in Customer’s book and will be determined by Hillcrest during the Assessment stage. Document Complexity is defined in section 1(T) above.

Customer acknowledges that Customer’s manuscript may incur a Document Complexity Fee even if Enhanced Formatting Features are included as part of Customer’s ePublishing Package. Enhanced Formatting Features are defined in section 1(BB) above. The use of many Enhanced Formatting Features throughout Customer eBook may incur a Document Complexity Fee, to be determined at Hillcrest’s discretion during the Assessment stage of the publishing process.

7. PDF or InDesign File Upload Fee

Customer acknowledges that an upload fee will apply if Customer chooses to submit either a PDF (.pdf) or an InDesign file (.indd) as their final manuscript. The fee for PDF is $30.00, and the fee for InDesign is $50.00. If upload fee is not paid at time of initial order, Customer will be required to pay upload fee during the Assessment stage of the publishing process.

8. Additional Services

If Customer wishes to add additional services to an existing package after the Publishing Process has commenced, Customer will be billed “a la carte” for each service. For example, if Customer originally purchased the Advanced package (listed at $399.00) and then wished to add on a personal sales page (MyBookOrders.com sales page), the cost for which is $99.00, Customer would be billed for an additional $99.00. If Customer originally purchased the Advanced package and wished to upgrade to the Premium package (listed at $799.00), Customer would be billed for each additional service separately, rather than paying the difference between the two packages.

Individual Additional Service fees are as follows:

Amazon Distribution and iBookstore Distribution: $99.00
Global Distribution: $179.00
Library Distribution: $99.00

9. eBook to Word Conversion

If Customer wishes to obtain a Word document from their converted eBook files, Hillcrest will provide Customer with a Word document (.doc or .docx) within five (5) business days of Customer’s request and payment of conversion fee. The eBook-to-Word conversion fee is $50.00. Customer acknowledges that eBook to Word conversion is a reversal of the formatting process and the Word document that Hillcrest provides will not be formatted, edited, or print-ready.

10. Sample Chapter Only

If Customer wishes to obtain a stand-alone Sample Chapter of his/her eBook, the cost is $99.00 per sample. Length of Sample Chapter may be limited at Hillcrest’s discretion. If Customer purchases Sample Chapter service prior to ordering an ePublishing Package from Hillcrest, Customer will receive a $99.00 credit towards any Hillcrest ePublishing Package for formatting of same book in full.

E. Rush Formatting

“Rush Formatting” means that Hillcrest will format Customer’s Sample Chapter within two (2) business days from the date Customer uploads his/her manuscript and fills out the Pre-Formatting Questionnaire, and Hillcrest will format Customer’s full eBook interior in seven (7) business days from the date Customer reviews and approves the Sample Chapter and approves and agrees to/pays for any additional word, image, footnote, Basic Package upgrade and/or Document Complexity fees in the assessment step. If Customer purchases Editing, Rush Formatting will not commence until after Customer has uploaded the edited manuscript to Hillcrest. Customer acknowledges that Rush Formatting constitutes only the initial formatting of Customer’s eBook and does not include time spent by Customer reviewing eBook files or submitting revisions. When Customer submits revisions via the Hillcrest Author Center, Hillcrest will make the Revisions in two (2) business days. Hillcrest reserves the right to extend the Rush formatting timeline if, for any reason, Customer’s eBook requires extra work.

If Customer has opted for any distribution package with Hillcrest, upon Customer’s approval of final formatted and revised eBook file, Hillcrest will submit Customer’s eBook within two (2) business days to the following applicable online retailers: Amazon.com, Apple iBookstore, and MyBookOrders.com (Personal Sales Page). Customer acknowledges that Hillcrest has no control over how long it takes said Third Party Resellers to make the eBook available for purchase. Submission to all other Resellers is subject to the standard submission timelines. See Section 6 of this agreement for more information on the Rush Publication Timeline.

In no event will Hillcrest be responsible for delays caused by circumstances beyond its control during the Rush Formatting process, including delays caused by Customer in submitting revisions, responding to Hillcrest’s requests, making changes, etc.

F. Revision Process

Customer shall log in to Hillcrest’s site after receiving notification from Hillcrest that the eBook is ready for review. Customer must download the .mobi file or .epub file and review the eBook on his/her computer or eReading device. Hillcrest requires that customer fully review all eBook files, as defined in 1(Y) above. Customer must enter all Revisions via the Hillcrest website. If Customer does not submit Revisions via the Hillcrest website, Customer acknowledges that Hillcrest may not be able to make the requested revisions and Hillcrest may ask Customer to resubmit revisions via the Hillcrest website.

Customer shall have three rounds of up to 50 Conversion-Related Revisions and/or Editorial Revisions per round. Revisions are defined in sections 1(P) and 1(Q) above.

Customer acknowledges that some Revisions may not be possible because of the limitations of eBook formatting and the way that eReading devices render content. If this occurs, Hillcrest will inform Customer of these limitations and suggest alternate methods of formatting.

After Customer has submitted his/her revisions via Hillcrest’s website, revisions to Customer eBook will be made within five (5) business days, at which time Customer will be notified to review and approve, or indicate that he/she has additional revisions. If Customer has purchased Rush Formatting, Hillcrest will make revisions within two (2) business days. Customer acknowledges that each set of Revisions is dependent on how long it takes Customer to submit them, and Hillcrest is not in control of Customer’s timeline for Revision submission.

Customer acknowledges that if his/her Revisions are Editorial in nature, Hillcrest will bill Customer at a rate of $50.00 per hour with a minimum fee of $50.00. Editorial Revisions are defined in section 1(Q) above. Hillcrest will assess Customer’s submitted Revisions and, if Revisions are Editorial, will provide Customer with an estimate on the number of hours Revisions will take. Customer will be required to pay this fee, or Hillcrest will not make any Editorial Revisions to Customer’s eBook.

Customer acknowledges that if his/her submitted Revisions require extensive changes to the eBook file(s), are greater than the allotted amount (as defined in section 1(P) above) and/or are Editorial in nature, Hillcrest reserves the right to extend the Revision timeline in order to accommodate Revision requests, regardless of whether Customer has purchased Standard or Rush Formatting.

After Customer has approved eBook file (via Hillcrest’s website), but before Customer eBook has been submitted to any Reseller, any additional Conversion-Related Revisions and/or Editorial Revisions will be billed at $50.00 per hour, with a minimum fee of $50.00.

G. Revisions after Customer Approval and Submission to Resellers

This subsection is only applicable to Customers with Hillcrest Distribution.

If, after Customer has approved the eBook file and it has been submitted to any Third Party Reseller, Customer wishes to make changes to his/her eBook, Customer may request revisions via the optional “Request Revision to Final eBook Files” step on his/her dashboard. Customer shall be billed at a rate of $50.00 per hour (with a minimum $50.00 fee), and shall pay an additional $50.00 to upload new files to Third Party Resellers, with a limit of four (4) new listings per year. Customer acknowledges that, while Hillcrest submits new files to Resellers, the new files may or may not overwrite old files on Resellers’ sites, sometimes resulting in more than one file. Hillcrest has no control over this.

If Customer only submits changes to Meta Data, Customer will be charged a $30.00 Meta Data Change Fee with a limit of four (4) changes per year. If Customer exceeds the allotted amount of four resubmissions per year, Customer will be billed at $50.00 per change.

If, after Customer has approved the eBook file and it has been submitted to any Third Party Reseller, Customer wishes to submit a new manuscript to Hillcrest for re-formatting, Customer may do so via the optional “Request Revision to Final eBook Files” step on his/her dashboard. Hillcrest will then enable Customer’s account in the Hillcrest Author Center to allow Customer to upload new manuscript. Customer will be billed a re-formatting fee of $299, plus any additional word, image, footnote and/or complexity fees, to be determined during the Assessment stage of the process. Customer shall pay an additional $50.00 to upload new files to Third Party Resellers.

Hillcrest will update and re-submit Customer’s eBook Meta Data and submit revised files to Third Party Resellers in accordance with the following quarterly timeline:

Changes Requested During:	Will be Submitted the Last Friday of:
December, January and February	March
March, April and May	June
June, July and August	September
September, October and November	December

H. ISBN

1. Basic Package

Customer may purchase ISBNs from Hillcrest in conjunction with any distribution service, or Customer may elect to provide his/her own ISBNs. If Customer has purchased any distribution service from Hillcrest, two (2) unique, 13-digit ISBNs are required. If Customer has purchased formatting only, Customer may provide his/her own ISBNs, but is not required to do so. Hillcrest requires an ISBN for both .epub and .mobi versions of an eBook. ISBNs cannot be purchased from Hillcrest unless a distribution service (Amazon and iBookstore Distribution, Library Distribution, and/or a Personal Sales Page) is also purchased.

2. Advanced, Premium, and Professional Packages

Hillcrest shall provide an ISBN for both the .mobi and .epub versions of Customer’s eBook unless Customer specifically requests to provide his/her own ISBNs for both the .mobi and .epub versions of Customer’s eBook. There is no credit or other discount for Customer’s use of his/her own ISBNs.

Customer acknowledges that ISBNs provided by Hillcrest are owned by Hillcrest and that should Customer cease Distribution through Hillcrest, Hillcrest will remove its ISBNs from files provided to Customer and Customer must not use Hillcrest ISBNs going forward.

4. ISBN Requirement

Customer acknowledges that two (2) unique, 13-digit ISBNs must be purchased separately or as part of a package from Hillcrest or provided by author in order to for eBook files to be distributed to Third Party Resellers. If Customer provides his/her own ISBNs, they must be two separate, unique 13-digit ISBNs and cannot have been used for a previous or concurrent print edition of Customer’s book.

5. LISTING OF EBOOK WITH RESELLERS AND OTHER DATABASES

All Third Party Resellers are listed on Hillcrest’s website. Customer acknowledges that this list may change from time to time and Hillcrest cannot guarantee that any specific Reseller will sell Customer’s eBook.

A. Listing eBooks for Sale through Third Party Resellers

If Customer selects distribution through Hillcrest, Customer acknowledges that they are adhering to the terms and conditions of each Third Party Reseller, and these may change without notice at any time. Hillcrest is in no way responsible for changes to any Reseller’s terms.

Customer has four distribution options from which to select:

Distribution Option:	Made Available To:
Amazon and iBookstore Only	Amazon and iBookstore
Global Distribution (Not available with Basic Package)	Barnes and Noble, Sony, Kobo, eBooks.com, Copia and the additional 30+ resellers listed on Hillcrest’s website
Library Distribution	EBSCOHost’s International Online Library Database
Personal Sales Page	Direct-to-Consumer Sales Page through MyBookOrders.com

Customer acknowledges that the above distribution services may be sold individually or bundled and sold as part of any one of Hillcrest’s ePublishing Packages at Hillcrest’s discretion.

Customer acknowledges that Third Party Resellers’ listings may change without notice. Customer also acknowledges that specialty Resellers may not list Customer’s eBook and that any Third Party Reseller may choose not to list Customer’s eBook. Hillcrest shall ensure that Customer eBook is made available to the Resellers included in Customer’s chosen distribution plan. eBook Metadata is taken directly from information supplied by Customer in the eBook Distribution Questionnaire via Hillcrest’s website.

Customer acknowledges that certain Resellers may reject Customer’s eBook for any reason. Issues with eBook content, Metadata, cover image, and interior images may cause rejection by Third Party Resellers. Customer acknowledges that Third Party Resellers are not required to state why they have rejected Customer’s eBook. Hillcrest reserves the right to resize interior images according to the specifications of Third Party Resellers if Reseller rejects eBook file(s) due to interior image size.

Customer acknowledges that Customer’s eBook will be made available to Third Party Resellers via their established eBook listing protocols and procedures, but that Hillcrest has no control over whether or when Customer’s eBook will be available for sale through any Third Party Reseller.

Customer acknowledges that Hillcrest has no control over which portion of Customer’s eBook appears on any Reseller’s website for promotional purposes.

Customer acknowledges that it is his/her responsibility to retrieve direct links to his/her eBook sales listing on Resellers’ sites if he/she so chooses. While Hillcrest can provide a list of all Third Party Resellers where Customer’s eBook has been made available, Hillcrest is not able to provide direct links to the eBook listing on each of the Reseller sites. If Customer wishes to compile a list of direct links where his/her eBook may be purchased, Customer may use the search function on each Reseller site to obtain the URL for his/her listing.

Customer acknowledges that Customer’s eBook files will be DRM protected if Third Party Reseller offers this option. Third Party Reseller’s DRM protection is separate from Hillcrest’s DRM Protection service available for purchase. Third Party Reseller’s DRM is applied at no additional cost to Customer as part of Hillcrest’s standard eBook listing procedures. If Customer does not want his/her files DRM protected by Third Party Resellers, Customer must notify Hillcrest via email or Hillcrest’s Message Center prior to approval of Customer’s formatted eBook. For Hillcrest’s DRM Protection service, see Section 5(C) below. The royalties for sales made through Third Party Resellers are set forth in Section 8 of this Agreement.

B. Personal Sales Page on MyBookOrders.com

If Customer has purchased a Personal Sales page, either through the Premium or Professional Packages or as a separate upgrade, he/she will be provided with a dedicated sales page on MyBookOrders.com. Customer may link to this page from his/her website or any other website. Any eBook files created by Hillcrest that Customer makes available for sale on his/her MyBookOrders.com sales page will not be DRM protected unless DRM Protection is purchased. eBooks purchased on Customer’s MyBookOrders.com sales page will be subject to a 4.5% credit card processing fee of the total order. Customer acknowledges that this fee is subject to change at any time, but will not increase more than 1% in a single calendar year. “Calendar Year” means from January 1^st through December 31^st.

If Customer wishes to create Promo Codes for his/her eBook on MyBookOrders.com, Customer will be allowed create one (1) Promo Code per quarter, four (4) times per year. Customer must notify Hillcrest in writing of the name of the Promo Code, the discount to be given on the sale of Customer’s eBook, and the time period for which Promo Code is to be valid. (For example, promo code name: 50PERCENTWEEK; discount given: 50% off the original list price; time period: valid for one week). If Customer wishes to create more than the allowed number of Promo Codes, Customer will be subject to a $10.00 fee per Promo Code created.

The royalties for sales made through MyBookOrders.com are set forth in Section 8 of this Agreement.

C. DRM (Digital Rights Management) Protection

If Customer has purchased Hillcrest’s DRM Protection service, Customer acknowledges that DRM protection will only apply to the “generic” .epub file listed for sale on Customer’s Personal Sales Page provided by Hillcrest. If customer chooses to sell other eReader-specific .epub files and/or a .mobi file from the Personal Sales Page, those files will not have DRM applied to them. Customer acknowledges that the DRM protection service does not apply to the .mobi version of his/her eBook, nor can Hillcrest apply DRM to an eBook format designed specifically for any device, such as the Nook-specific or iPad-specific .epub files created by Hillcrest. Customer acknowledges that a Hillcrest DRM-enabled eBook cannot be read on every eReader or eReading program, as DRM is specific to the company associated with the device or program (e.g., Apple has its own version of DRM for the iBookstore, Barnes and Noble has its own version of DRM for eBooks sold on the Nook, etc.). Hillcrest DRM protected eBooks purchased through the Personal Sales Page must be associated with purchaser’s Adobe account and Adobe-based eReaders/Programs, such as the Bluefire Reader for iPad or Adobe Digital Editions for PC.

The DRM Protection service offered by Hillcrest includes a one-time set-up fee of $299, which includes the first one hundred (100) downloads of Customer’s eBook from provided download link. A download link is defined as the link provided to each person who purchases Customer’s eBook through the Personal Sales Page. The download link allows purchaser to access the DRM protected eBook file. Customer acknowledges that once Customer’s eBook has been purchased and downloaded a total of one hundred (100) times, a $2.00 per-purchase fee will apply. Per-purchase fee covers the cost of creating the unique, DRM-enabled download link for purchaser each time Customer eBook is sold through the Personal sales page.

If DRM Protection is not purchased, DRM will still be applied by individual Third Party Resellers, such as Amazon and the iBookstore, as defined in section 1(G). If Personal Sales Page is purchased, but DRM Protection is not, Customer acknowledges that eBooks sold through Personal Sales Page will not be protected against unauthorized copying and sharing.

6. PUBLICATION TIMELINE

Publication Step	Customer Must Complete	Days for Standard	Days for Rush
Assessment & Sample Chapter	-Interior/Image/Cover Upload -eBook Pre-Formatting Questionnaire -eBook ISBN Questionnaire	7 business days	2 business days
Interior Formatting	-Assessment approval -Payment of additional fees (if applicable) -Sample Chapter approval	15 business days	7 business days
Revisions	-Revision submission via Hillcrest’s website -Payment of Editorial Revision fees (if applicable)	5 business days per round, up to three rounds	2 business days per round, up to three rounds
Download Final Files	-eBook Interior Formatting approval -Cover Design approval (if applicable) -eBook Distribution Questionnaire (if applicable)	10 business days	2 business days
Submission to Resellers	-eBook Interior Formatting approval -Cover Design approval (if applicable) -eBook Distribution Questionnaire	Last Friday of the Month, as defined in Section 1(O)	2 business days for Amazon, iBookstore, and Personal Sales Page Last Friday of the Month for all other Resellers

If Hillcrest’s editing service has been purchased, Customer acknowledges that Publication Timeline cannot commence until final, edited manuscript has been approved and uploaded by Customer.

Customer acknowledges that Hillcrest reserves the right to extend the formatting timeline if, for any reason, Customer’s eBook requires extra work. If Hillcrest finds that the formatting timeline must be extended, Hillcrest will notify Customer in writing via email or the Hillcrest Message Center with a revised formatting deadline.

If Customer submits Editorial Revisions as part of the Revision process, whether Standard or Rush, Customer acknowledges that the Revision timeline may be extended at Hillcrest’s discretion. Further, any revisions that are highly extensive in nature or exceed the allotted number of revisions per round may result in an extended Revision timeline, at Hillcrest’s discretion.

If Customer has elected to have ISBNs provided by Hillcrest, Customer acknowledges that ISBNs are assigned upon approval of eBook Interior Formatting and that Customer’s eBook may not be distributed until ISBNs have been assigned. Hillcrest is not responsible for delays in distribution caused by Bowker (U.S. ISBN Agency) in delivering ISBNs to Hillcrest.

Customer acknowledges that submission to any Third Party Reseller does not guarantee immediate listing of the eBook, and an exact timeframe of when Customer’s eBook will appear for sale on any Third Party Reseller’s website can’t be given, as Hillcrest has no control over how long it takes any Third Party Reseller to list Customer’s eBook and make it available for sale. Generally, it takes between five to twenty (5-20) business days for an eBook to appear on a Third Party Reseller’s site, but Customer should only use this timeframe as an approximate one.

In no event will Hillcrest be held responsible for delays caused by circumstances beyond its control during and before the Publication Timeline, including, but not limited to delays caused by Customer in completing Pre-Formatting steps when prompted, responding to Hillcrest’s requests, submitting Revisions, approving files, and/or the length of time it takes any Third Party Reseller to list Customer’s eBook.

7. NO GUARANTEE OF MINIMUM SALES

Hillcrest makes no promises that any of its products or services will result in the sale of a minimum number of copies of Customer eBook. Customer acknowledges that Hillcrest has no control over the purchasing decisions of eBook buyers and is not liable to Customer or any other party if sales of the eBook do not meet Customer expectations.

8. ROYALTIES, PAYMENTS FOR EBOOKS SOLD THROUGH RESELLERS

This section only applies to Customers in Hillcrest Distribution.

Customer acknowledges that some Third Party Resellers may discount the list price that the Customer originally suggested for the eBook. Hillcrest has no control over this. Some Resellers may pay royalties to Hillcrest based on this discounted price, and others may pay Hillcrest royalties based on the original list price. Hillcrest will pay royalties to Customer based on what each Reseller pays to Hillcrest.

A. Retail Price

Customer will set the retail price of his/her eBook during the Distribution Questionnaire step in the Hillcrest Author Center. Hillcrest will list Customer’s eBook with the retail price specified by Customer in the Distribution Questionnaire. While Customer is free to set any retail price, Hillcrest may suggest a retail price and will inform Customer of any Third Party Resellers that require that a book be set at a specific retail price for inclusion/listing on the site. Also, Customer acknowledges that Amazon.com may pay a higher royalty rate for eBooks priced between $2.99 ad $9.99. Customer acknowledges that Third Party Resellers may lower or discount Customer’s specified retail price at their discretion and without notice, and that Hillcrest has no control over this. By signing this agreement, Customer agrees to Third Party Resellers’ terms, including those regarding discounts to suggested retail price.

B. Royalties

If Customer has purchased Hillcrest Distribution, Customer shall earn One Hundred Percent (100 %) of the Net Sales for the duration of Hillcrest’s distribution of the eBook.

Net Sales equals the Retail Download Price (“RDP”) less the Third Party Reseller’s Fee.

1. Royalties by Third-Party Reseller

Third Party Reseller	Royalty Percentage ($2.99-$9.99)	Royalty Percentage (all other pricing)
Amazon	70% of RDP	35% of RDP
iBookstore	70% of RDP	70% of RDP
Other Online Retailers	45-55% of RDP	45-55% of RDP

Customer acknowledges that the above Royalty percentages are set forth by Third Party Resellers and are subject to change at any time without notice. Hillcrest has no control over when, how or if this will happen. Further, Customer acknowledges that Third Party Resellers may apply additional fees to sale of his/her eBook, including but not limited to: delivery fees, fees associated with sale of eBook to certain territories, currency exchange fees, etc. Hillcrest has no control over Third Party Resellers’ additional sales fees, and Customer will be paid One Hundred Percent (100%) of the Net Sales earned from Third Party Resellers.

2. Royalties Paid From Sales at MyBookOrders.com

For sales on the Personal Sales Page through MyBookOrders.com, the Net Royalty equals RDP – 4.5% credit card processing fee only (since there is no Hillcrest Fee). If Customer’s eBook is DRM protected, each eBook sale through the Personal Sales Page will be subject to a $2.00 DRM download link fee, once Customer has used the 100 complimentary downloads provided by Hillcrest.

3. Royalty Examples

The following are examples of possible royalty payouts and are not meant to be absolute, as actual royalties are calculated with eBook’s retail price. Customer acknowledges that the examples below may not reflect the amounts Customer may make on each sale.

Sales on Amazon.com
$9.99 (Retail Download Price)
- $3.00 (Amazon.com Fee)*
= $6.99 (Customer Royalty)

Sales on MyBookOrders.com
$9.99 (Retail Download Price)
-$0.45 (Credit card processing fee)
= $9.54 (Customer Royalty)

Sales on MyBookOrders.com with DRM
$9.99 (Retail Download Price)

-$2.00 (DRM fee – after first 100 downloads)
-$0.45 (Credit card processing fee)
= $7.54 (Customer Royalty)

*Amazon.com pays 70 percent royalty if (1) the RDP is between $2.99 and $9.99, (2) RDP is at least 20 percent below the lowest physical list price for the physical book, (3) the title is made available for sale in all geographies for which the Customer has rights, and (4) the eBook is sold in one of Amazon’s 70% Royalty Territories.

C. Royalty Payments

Customer agrees that all eBook royalties may be paid via EFT (electronic funds transfer), at Hillcrest’s option, from Hillcrest’s bank (currently US Bank), directly to Customer bank account. Hillcrest may also pay via check, at Hillcrest’s discretion.

Customer shall be paid for eBook sales quarterly, so long as there is a minimum of $25.00 earned in royalties by Customer during each quarter. There shall be four pay periods each year: on or before April 30, July 31, October 31, and January 31. Each payment shall be based on a report of sales from Third Party Resellers and/or MyBookOrders.com during the Resellers’ reporting period that occurred during the quarter for which payment is being made. Customer may access sales report by logging into Hillcrest’s Author Center upon receiving notification that sales reports have been made available.

Payments to Customer may not necessarily include all sales made during the quarter, as many Resellers report and pay 45 to 60 days after each quarter.

Customers who do not provide information for EFT will be charged a $15 check fee per quarter by Hillcrest for the administrative time to process payments manually, only once Hillcrest commences EFT payments and Customer chooses to continue to receive checks.

Royalty payments are only made to the Customer. For eBooks with multiple authors, it is up to the Customer to distribute received royalties at his/her discretion.

9. CUSTOMER WARRANTIES AND INDEMNITIES

Customer represents and warrants to Hillcrest:

That he/she is the sole owner of the eBook and all of the rights granted to Hillcrest and/or has the written consent any other rights holder of the eBook, or any portion of it, as submitted.
That he/she has not assigned, pledged, or otherwise encumbered the rights to the eBook
That he/she has full power to enter into this Agreement
That the eBook and all rights therein are free of liens, claims, or interests of any kind
That the eBook is entirely original except for portions thereof which are in the public domain or for which legally effective written licenses or permissions have been secured
That the eBook does not violate or infringe upon any personal or proprietary rights including without limitation privacy rights, contract rights, or publicity rights of any other persons or entities
That the eBook is not libelous
That the eBook does not infringe upon any statutory or common law copyright
That all public domain material used in the eBook is actually in the public domain, to the best of Customer knowledge

If any claim, action, or proceeding based upon an alleged violation of any of these warranties is made against Customer or Hillcrest by anyone, both parties will have the right to defend the same through counsel of their own choosing and no settlement by either party will be effected without the prior written consent of the other party, which consent will not unreasonably be withheld.

Further, Customer will indemnify and hold harmless Hillcrest, and/or any Reseller on which the eBook may be listed, against any damages that result due to Customer violation of any warranties.

Further, Customer will indemnify Hillcrest against the entire expense (including reasonable costs, disbursement, and attorney’s fees) attributable to Hillcrest’s defense or settlement of any claim, action, or proceeding based upon an alleged violation of any of these warranties, including any fees, damages or settlements that Hillcrest is required to pay to any Reseller of Customer eBook due to Customer breach of any warranty.

If any such claim, action, or proceeding is instituted, Hillcrest will promptly notify Customer, who will fully cooperate in the defense thereof (so long as cooperation does not jeopardize any of the Customer constitutional rights), and Hillcrest may withhold payments of reasonable amounts due Customer under this or any other Agreement between the parties until the action is resolved.

These warranties and indemnities will survive the termination of this Agreement.

10. PERMISSION FOR COPYRIGHTED MATERIAL

If Customer incorporates in the eBook any copyrighted material, he/she will procure, at his/her expense, written permission to reprint it. Customer agrees to retain all such written permissions. Customer agrees to deliver all such written permissions to Hillcrest at Hillcrest’s request. Hillcrest will provide a copyright request form at Customer request to help facilitate this process.

11. SUITS FOR INFRINGEMENT OF COPYRIGHT

If the copyright of the eBook is infringed, Customer is responsible for commencing any legal action Customer deems necessary.

12. ADDITIONAL SERVICES BY PUBLISHER

Any additional services provided by Hillcrest, such as editing or marketing have their own specific terms and conditions and must be agreed to separately by Customer in writing, which may include mail, fax, email or electronic signature, or agreeing to Terms & Conditions which may be set forth on Hillcrest’s website.

13. MISCELLANEOUS PROVISIONS

A. Notices

All notices required or permitted under this Agreement shall be addressed to the addresses listed above and/or may be sent via email.

B. Entire Agreement

This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties. The parties agree that both have had opportunity to have this agreement reviewed by legal counsel.

C. Severability

If any provision(s) of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision(s) of this Agreement is invalid or unenforceable, but that by limiting such provision would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

D. Modification

This Agreement may not be modified or amended except by written instrument signed by the undersigned parties hereto.

E. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

F. Applicable Law

This Agreement and all related documents (including all exhibits attached hereto), and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Minnesota, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against any other party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud and statutory claims, in any forum other than United States District Court for the District of Minnesota or, if such court does not have subject matter jurisdiction, the courts of the State of Minnesota sitting in Hennepin County. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in United States District Court for the District of Minnesota or, if such court does not have subject matter jurisdiction, the courts of the State of Minnesota sitting in Hennepin County. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

G. Prevailing Parties

The prevailing party in any suit brought by either party hereto to enforce the terms hereof shall be entitled to recover from the non-prevailing party all of said prevailing party’s reasonable costs, distributions and attorney’s fees, including all collection cost (e.g. fees paid to a collection agency) and attorneys’ fees incurred in attempting to collect any judgment hereunder.

H. Assignment and Delegation

Customer may not assign any of Customer’s rights under this Agreement without the prior written consent of Hillcrest,which shall not be unreasonably withheld. Nor may Customer delegate any of its obligations under this Agreement without the prior written consent of the Hillcrest and, in any event, no delegation shall relieve Customer of any of Customer’s obligations under this Agreement.

Hillcrest may, without the consent of the Customer, assign any of its rights or delegate any of its duties under this Agreement without any prior consent; provided that, any person or entity to whom any right, title, obligation or interest in this Agreement shall be assigned or delegated shall be subject to and bound by all of the terms and conditions herein as if they were the original party hereto.

I. Counterparts and Fax or Electronic Signature

This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one (1) and the same instrument.

Customer acknowledges that by agreeing to the terms and conditions on the Hillcrest website, this constitutes an electronic signature and carries the full force and effect as a would an original written signature.

J. Customer Remedies & Limitation of Damages

The most Customer may ever sue Hillcrest for is the amount paid for any services rendered hereunder and not refunded at the time of commencement of litigation by Customer. Hillcrest is not liable for any other damages, including, but not limited to, any incidental or consequential damages, damages for loss of profits, missed sales opportunities, business interruption, loss of business information, or any type of pecuniary loss.

K. Currency

All dollar amounts set forth in this Agreement and in those incorporated as part of this Agreement are in U.S. Dollars.

L. Publisher Bankruptcy

If Hillcrest commences bankruptcy proceedings, all rights in Customer eBook not already vested with Customer shall immediately revert back to Customer.

Addendum A

Publish Green eBook Publishing Package Agreement

Schedule of Refunds

STEP	COMMENCEMENT	REFUND AVAILABLE
Payment and Agreement signed	Receipt of signed Agreement and payment	Full amount paid if no other publishing steps commenced
Uploading of manuscript by Customer (or submission via email or postal mail), completion of the “Pre-eBook-Formatting” questionnaire.	Upon receipt of Customer’s manuscript and the “Pre-eBook-Formatting” questionnaire	All monies paid less $125
Sample Chapter formatting	Upon receipt of Sample Chapter material from Customer	All monies paid less $125
Editing (only applicable if Customer purchased PG’s editing services)	Customer’s submission of manuscript to be edited	All monies paid less $125 and editing fees paid if no other steps of the publishing process have commenced and PG has not received Customer’s manuscript to be edited. Once Customer submits his/her manuscript for editing, there is no refund for editing fees.
Interior Formatting	Customer's approval of sample chapter, assessment, and payment of any additional formatting fees	$75
Distribution	Customer's approval of formatted eBook file	None