REFERRAL PROGRAMME
TERMS OF SERVICE

PLEASE READ THESE "TERMS AND CONDITIONS" CAREFULLY BEFORE SIGNING UP FOR THE XLIBRIS AU REFERRAL PROGRAMME. THEY GOVERN YOUR RIGHTS AND RESPONSIBILITIES. BY SIGNING UP FOR THE XLIBRIS AU REFERRAL PROGRAMME, YOU HEREBY UNDERSTAND AND AGREE TO THESE TERMS OF SERVICE.

These Terms of Service (referred to as the "Agreement") govern the Xlibris AU Referral Programme (“Programme”) and constitute a legally binding agreement between you, as a participant in the Programme (“You” or “Your”) and Author Solutions, LLC, which operates Xlibris AU (collectively referred to herein as “ASL”). You understand, acknowledge, and agree that You will abide by the terms of this Agreement and ASL’s Privacy Policy , which is made a part of this Agreement. This Agreement will remain in full force and effect as long as You are a participant in the Programme. In the event of termination of Your participation in the Programme, You will still be bound by certain ongoing obligations under this Agreement and the Privacy Policy, including any indemnifications, warranties, and limitations of liability. If You have any questions or comments about this Agreement, please contact ASL at referralprogram@xlibris.com.au.

(1) Referral Programme.

ASL provides supported self-publishing services to authors, such as editing services, book and cover design, marketing services, and book distribution (the “Services”). As a participant in the Programme, You wish to refer potential customers (“Leads”) to ASL during the Term, in accordance with the terms and conditions of this Agreement. ASL will provide You with textual links that establish a direct hyperlink connection to the Xlibris AU website ("Link"). You may then post the Link on Your social media accounts and/or website(s) (collectively referred to herein as “Platforms”), or email or text the Link to interested parties. The Link will incorporate a unique code that identifies You as the person referring the Lead in connection with the Programme (“Referral Code”).

ASL will not be responsible for Link failures due to any modifications to the Link by You. If You post the Link on Your Platforms, You agree that Your Platforms will not in any way copy or resemble the look and feel of the ASL or Xlibris AU Platforms. Furthermore, You will not create the impression that Your Platforms are the Platforms for ASL or Xlibris AU, or are in any way affiliated with ASL or Xlibris AU.

The fee, terms and conditions under which ASL shall offer or sell the Services shall be determined by ASL, in its sole discretion. Nothing in this Agreement shall obligate ASL to actually sell Services to a referred individual. ASL may, in its sole discretion, engage any other person or company to refer Leads or to sell the Services.

(2) Your Responsibilities, Representations and Warranties.

You will be solely responsible for the development, operation and maintenance of Your Platforms and for all materials that appear on them. You represent, warrant and agree that:

• (a) Your Platforms will operate properly with respect to the use of the Link;
• (b) The material and content posted on Your Platforms are accurate and appropriate;
• (c) The material and content posted on Your Platforms do not violate any law, rule or regulation, or infringe upon the rights of any third party (including, without limitation, copyright, trademarks, privacy, and other personal or proprietary rights);
• (d) The material and content posted on Your Platforms are not defamatory or libelous or otherwise illegal, do not promote violence, do not include any sexually explicit or obscene material, and do not promote any illegal or morally offensive activity; and
• (e) Your Platforms and the material and content posted thereon do not contain viruses, trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines.

You agree that You will not send unsolicited emails or texts in order to promote ASL or the Services in violation of any applicable federal, state or local laws or regulations, including, without limitation, the CAN SPAM Act of 2003.

You agree that You will not engage in any illegal, fraudulent, misleading or deceptive practices to promote ASL or Xlibris AU, to create Leads or to generate Referral Fees, including, without limitation, making false or deceptive statements or promises regarding the Services, using deceptive software downloads, settings, or other technology to redirect traffic, Leads or Referral Fees to or from other Platforms, or installing spyware or causing spyware to be installed on another person’s device.

You agree that You will disclose Your participation in the Programme as required by the Federal Trade Commission’s Endorsement Guides. For more information, please visit www.ftc.gov.

You agree that You will ensure that You maintain a current and accurate email address that You have provided to ASL for notices required under this Agreement.

(3) Licenses.

ASL hereby grants You a non-exclusive, non-transferable, revocable, and limited license to reproduce and display the Xlibris AU trademarks and logos (“ASL IP”) solely as they are provided to You by ASL, or as they appear when the Link is posted on Your Platforms. You may not modify, edit or otherwise change any ASL IP. You are not permitted to create any marketing materials for Xlibris AU or otherwise use any ASL IP in any manner not specifically authorized by this Agreement.

(4) Consideration.

For each Lead that You refer to ASL, You shall be entitled to receive from ASL a “Referral Fee” equal to one hundred and fifty Australian dollars (AU$150.00), subject to the following conditions:

• (a) The Lead must purchase Services and publish at least one (1) book in paperback or hardcover format with ASL;
• (b) The Lead must meet all payment obligations to ASL for the purchased Services;
• (c) The Lead has not published a Work with ASL or any of its imprints in the last five (5) years; and
• (d) The Lead has not been in contact with ASL in the last ninety (90) days.

Within thirty (30) days after the end of each calendar month, ASL will pay to You any Referral Fees due for Leads meeting the conditions listed above, via EFT, and a statement detailing the basis for such payment. You will provide ASL with all information and documentation necessary to set up and receive payments via EFT, as well as a completed IRS Form W-9.

If a Lead fails to use the Link, You shall not be entitled to receive a Referral Fee. ASL will not be held responsible for failure to make Referral Fee payments due to technical problems, acts of third parties, or events outside the control of ASL.

ASL reserves the right to change the amount of the Referral Fee with thirty (30) days' prior written notice to You.

(5) Term; Termination.

This Agreement shall remain in effect from the date that You acknowledge Your acceptance of this Agreement until terminated by either party, with or without cause, by giving the other party ten (10) days' notice of termination via email. Upon termination of this Agreement, You shall immediately remove the Links from Your Platforms and cease using both the Link and all ASL IP.

(6) Indemnification.

You acknowledge that by participating in the Programme, ASL does not assume and is not liable for the business and operational risks associated with Your business, or any aspects of the operation or content of Your Platforms. Accordingly, You shall defend, indemnify, and hold harmless ASL from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses") incurred as a result of claims against ASL and its directors, officers, shareholders, members, employees, suppliers, and agents (collectively referred to as “Indemnitees”) arising from or connected with Your Platforms or business operations, including without limitation any activities or aspects thereof or commerce conducted thereon.

(7) Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT IN ANY MANNER, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LACK OF SERVICES, OR LOSS OR REVENUES OR PROFITS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTIES, OR ANY THIRD PARTY, WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO YOU BY ASL HEREUNDER DURING THE SHORTER OF (A) THE TIME IN WHICH YOU HAVE BEEN A PARTICIPANT IN THE PROGRAMME; OR (B) ONE (1) YEAR.

(8) Miscellaneous Provisions.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties; and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Publicity and Announcements. You shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of ASL, except to the extent that You, based upon the reasonable advice of counsel, are required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

Governing Laws. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the State of Indiana, irrespective of Indiana’s choice-of-law principles.

Entire Agreement; Amendments. This Agreement sets forth the entire understanding between the Parties and supersedes all previous Agreements, arrangements, and understandings between the Parties, whether verbal or written, and may not be amended except in writing executed by both Parties, except as otherwise provided in this Agreement.

Waiver. The observance of any term of this Agreement may be waived (whether generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce the term, but any waiver is effective only if in writing signed by the Party against which the waiver is to be asserted. Except as otherwise provided in this Agreement, no failure or delay of either Party in exercising any power or right under this Agreement will operate as a waiver of the power or right, nor will any single or partial exercise of any right or power preclude any other or further exercise of the right or power or the exercise of any other right or power.

Force Majeure. Neither Party shall be liable or deemed in default for any delay or failure in performance of this Agreement (except for any payment obligations) resulting from any cause completely, solely and exclusively beyond the control of that Party, but only for so long as, its performance is prevented by any acts or events beyond that Party's reasonable control.

Notices. All notices required hereunder shall be in writing and shall be deemed duly given on the date emailed or mailed, if sent by registered or certified mail, return receipt request, or express overnight mail, to the address set forth below or to the email address that You provide to ASL.

To ASL:

Author Solutions, LLC
1663 Liberty Drive
Bloomington, Indiana 47403
ATTN: Legal
legal@authorsolutions.com