AudioInk Distribution Agreement

WHEREAS, AudioInk (a division of Made For Success, Inc.) is a distributor, retailer and licensee of products derived from intellectual property owned by individual and organizations such as Licensor; and Licensor is willing to grant AudioInk a non-exclusive worldwide limited license to reproduce, market and distribute certain of Licensor’s products (products from Licensor licensed to AudioInk hereunder referred to as Products) in the markets described herein below; and Licensor shall be paid royalties and other sums by AudioInk pursuant to the terms of this Agreement; and,

WHEREAS, in addition to reproducing, selling, sub-licensing and distributing certain of Licensor’s Products, AudioInk shall provide certain licensing services to Licensor, as provided in this Agreement. AudioInk may form compilation products, where Products from Licensor and products from other licensors are packaged together for sale by AudioInk.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement, Licensor and AudioInk hereby agree as follows:

1. ENGAGEMENT: AudioInk, contacted at PO Box 1775, Issaquah, WA 98027, hereby engages the Licensor (as identified above) to provide the Products, and Licensor hereby engages AudioInk to provide file preparation, distribution and related services in keeping with the terms and conditions stated herein.

2. OBLIGATIONS OF PARTIES: The Licensor has created and/or owns the rights to distribute Products through retail and wholesale channels, and grants to AudioInk the right to distribute the Product(s) through but not limited to worldwide retail, wholesale, library, corporate, rental markets and direct marketing.

A) OBLIGATIONS OF LICENSOR: To distribute the Products and perform the “Services” described herein, the Licensor shall deliver the Products to AudioInk as described hereafter::

1. Deliver each Product as “finished goods” (as described below) via file transfer online or physical mail.

2. Develop metadata for each Product, using forms supplied by AudioInk including:
a) Descriptive text containing:
i. Title of each Product
ii. Sub-Title (if applicable)
iii. 50-200 word description of the Products
b) Optional high-resolution image of the Author (delivered as either as a 300 dpi jpeg file or equivalent).
c) Bio of Author (50-200 words)

3. Finished Goods are defined as products to distribute, complete with:
a) Book manuscript as a Word document, html, image files, txt files or PDF files; or
b) Audio recordings; or
c) Video files.

B) OBLIGATIONS OF AUDIOINK: AudioInk will perform the following functions utilizing the Licensor’s Products:

1. Convert the products into file formats required for distribution and distribute the Products through various channels including but not limited to retail, wholesale distributors, corporate and related venues, rental markets, to libraries and by direct marketing in the form of electronic downloads, physical book, compilation sets, applications for mobile devices, physical audio anthologies and as physical book anthologies.

2. Provide fulfillment services to ship and/or electronically deliver Licensor’s Products.

3. Complete and maintain accurate quarterly accounting of all sales of the Products and calculation of royalties; payment of royalties due to Licensor; and any Services performed by AudioInk.

4. Provide professional services in a professional and timely manner as requested by Licensor at the fees described on the attached Fee Schedule.

5. AudioInk reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Site. In the event of substantive changes to the terms of this Agreement, change notifications will be transmitted by email. LICENSOR IS RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON-FILE WITH AUDIOINK.

6. AudioInk will be responsible for and will collect sales and other taxes owed on the sale of the Products (“Sales Tax”), and will remit such Sales Tax directly to relevant government authorities. AudioInk acknowledges and agrees that it is ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of the Products, and AudioInk hereby agrees to indemnify Licensor for all claims arising from any Sales Tax that may be owed and outstanding. Licensor will be responsible for taxes on his income received in connection with the Products.

7. These functions described in Section 2(B) constitute the entire service of AudioInk, and are hereinafter referred to as the “Services”.

3. LICENSE GRANT: During the Term of this Agreement, Licensor grants to AudioInk a non-exclusive, fully revocable, non-assignable, non-transferable, worldwide license to reproduce, market and distribute the Products subject to the terms and conditions of this Agreement. All rights not expressly granted herein are reserved to Licensor.

4. DISTRIBUTION: AudioInk will control the terms on which it distributes the Products, and will be responsible for compliance with, and enforcement of, its agreements with resellers, distributors and websites.

5. PRICING SCHEDULE AND PAYMENT TERMS: AudioInk will pay to Licensor a royalty for all sales of the Product, as follows.

a.. Royalty Arrangements:
i. Seventy percent (70%) of Net Receipts for Products delivered as digital downloads (ebook, digital audio, mobile app, etc.)
ii. Seventy percent (70%) of the pro-rata share of any digital compilation Net Receipts which contain content from multiple content providers. As used herein, a digital compilation is an anthology created and sold by AudioInk that includes a Product. For example, if thirty percent (30%) of a digital compilation is comprised of the Licensor’s Products, then the royalty to Licensor will be thirty percent (30%) of what Licensor would otherwise be due had 100% of the digital compilation been comprised of the Products.
iii. For physical audio CD, compilations (or anthologies), a twenty-five percent (25%) royalty of Net Receipts shall be paid of the pro-rata share of any physical compilation which contain content from multiple content providers.
iv. For physical books sold to distributors, retailers, libraries, corporations or wholesalers by AudioInk, a twenty-five percent (25%) royalty of Net Receipts shall be paid.

b. Quantity: The quantity of Products distributed and the Net Receipts shall be calculated by AudioInk over the term of this Agreement, including renewals.

c. Net Royalties to Licensor on Retail Finished Goods: AudioInk will calculate royalties on a calendar quarter basis and pay royalties to Licensor on a quarterly basis, within 95 days from the end of each calendar quarter; provided that AudioInk is not obligated to render any royalty payment to Licensor until accrued royalties due exceed a minimum threshold of $10.00 US. Contemporaneously with each royalty payment, AudioInk will provide a royalty report to Licensor, showing how the royalty was determined pursuant to Section 2(B)(3). The term Net Receipts as used throughout this Agreement shall mean the royalties, fees, or other sums received by AudioInk for the direct or indirect sale, sublicensing, renting, streaming or other distribution of the Products and compilations containing any Product, less actual returns, credits and taxes. Within 95 days from the end of the calendar quarter and from the expiration or any termination of this Agreement, AudioInk will provide Licensor with a royalty report and pay any accrued and unpaid royalty owing to Licensor for sales of the Products prior to such expiration or termination, subject to Section 7 of Schedule A.
d. Pricing: In consideration of the Services rendered hereunder, Licensor shall pay to AudioInk the fees described on the attached Fee Schedule, which may be amended from time to time by AudioInk. You are expressly agreeing that we are authorized to deduct your annual subscription fees, any applicable tax and other charges you may incur in connection with your use of AudioInk Services directly from your AudioInk Account or charge such fees to any alternate payment method (such as a valid PayPal account, credit card or debit card) provided. Licensor is solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of an AudioInk Account. If you notify AudioInk in writing that you are canceling distribution services for one or more of your products prior to the end of the Term in Section 6, a seventy-five dollar ($75.00) processing fee shall be due. All cancelled products will be removed from the applicable Licensees. You will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled products. It is your responsibility to notify AudioInk if your payment method has changed by making the appropriate changes to your AudioInk Account settings. If you do not provide a valid payment method your Services may be disconnected, interrupted or deducted from future royalties at the sole discretion of AudioInk. For a listing of AudioInk’s current fees and charges, see the Pricing page on Schedule B.
6. TERM OF AGREEMENT: Subject to Section 7 of Schedule A, the Agreement will run for a period of sixty (60) months from the effective date, and will automatically renew for twelve (12) month extensions unless terminated by either party in writing sixty (60) days prior to the end of the initial term or the renewal term.

7. ADDITIONAL PROVISIONS: The standard terms and conditions attached hereto as SCHEDULE A are by this reference made a part of this Agreement.


1. CONFIDENTIALITY: The parties recognize that, during the course of performing their obligations under this Agreement, they may become aware of proprietary, confidential information concerning each other, its products, methods, processes, financial condition, etc. (collectively hereinafter referred to as “Confidential Information”). In the case of AudioInk, Confidential Information includes, without limitation, all information pertaining to (1) the royalties paid by AudioInk, (2) the components of the Services, (3) the form of any and all reports generated by AudioInk, and (4) any other aspect that AudioInk expressly identifies as Confidential Information. In the case of the Licensor, Confidential Information includes, without limitation, all data and information pertaining to the response received pursuant to this Agreement and all reports summarizing the activity and results of such Services. Each party agrees that it will maintain in confidence and not disclose to any third party any such Confidential Information and shall not use any such information, except for the purposes described herein and to the extent required by order of a duly empowered government agency or court of competent jurisdiction. This obligation of confidentiality shall survive any termination of this Agreement, and does not apply to information:

(a) which becomes available to the public through no wrongful act of the receiving party; or
(b) which may be published prior to the date hereof; or
(c) which is already in the possession of the receiving party prior to the effective date of this Agreement and not subject to an existing agreement of confidence between the parties.

2. WARRANTIES AND LIMITATION OF LIABILITY: AudioInk hereby represents and warrants to the Licensor that it shall use its best efforts to ensure that the Services are performed in a manner consistent with the representations set forth in this Agreement. AudioInk shall not be held responsible for collecting unpaid funds from retailers and distribution partners if third parties do not respond to request for payment.

NO OTHER WARRANTIES. Except as expressly set forth herein, AudioInk, and each of its affiliates and partners, does not make any express warranty or representation to the Licensor, or any other party with respect to the Services, and AudioInk is expressly disclaiming any implied representation or warranty with respect to the Services including, without limitation, any implied warranty of merchantability or implied warranty of fitness for a particular purpose.


4. NON-CIRCUMVENTION AND NON-DISCLOSURE: The Licensor agrees that AudioInk’s
relationship with its retailers and/or distributors is proprietary to AudioInk. The Licensor agrees that it will not attempt to circumvent or bypass, or actually circumvent or bypass, the relationship that will exist between AudioInk and the retailers/distributors, with respect to the Services described herein, including future versions of the Product and alternative products. The Licensor also agrees not to communicate directly with the retailers/distributors with respect to the Services described herein, or with respect to any future licenses involving the Services. The Licensor further agrees that it will not disclose or disseminate to any third party any of the financial terms between the Licensor and AudioInk, without the direct written consent of AudioInk.

5. 3RD PARTY RIGHTS: Licensor warrants that this Agreement does not violate any other license agreement. Licensor has all rights to enter into this Agreement and warrants that the Licensed Title does not violate any third party’s rights or the law. Licensor will indemnify and hold harmless Licensee from any and all claims, costs, damages, or liability relating to any representation or warranty made by Licensor.

6. OWNERSHIP RIGHTS: All title and ownership rights (including all copyrights) in the Products, including its content and any content developed by AudioInk during the performance of the Services, is and shall remain the exclusive property of the Licensor. Licensor warrants that it has all rights to enter into this Agreement, and will indemnify and hold harmless AudioInk from any and all claims by any third party in regards to the marketing, manufacture, sales, or exploitation of the Products in compliance with this Agreement based on a claim that the Product infringes upon the intellectual property or proprietary rights of any third party, except to the extent such claim relates to any content developed by AudioInk.

7. TERMINATION: Licensor shall have a right to terminate this Agreement for any reason upon sixty (60) days of written notice to AudioInk. Either party shall have the right to terminate this Agreement at any time in the event that the other party (i) becomes insolvent, (ii) files a petition in bankruptcy, (iii) makes an assignment for the benefit of creditors, or (iv) breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of written notice of such breach. Upon termination of this Agreement, AudioInk shall use commercially reasonable efforts to cause each applicable reseller, distributor, or other user of the Products to remove and withdraw the Product from distribution within a 120-day period from written notice. During this 120-day period and, to the extent that AudioInk is unable to remove or withdraw the Products from distribution, at any time while the Products remain in distribution, AudioInk will continue to pay Licensor any royalties due to Licensor under this Agreement.

8. ARBITRATION: In the event of any dispute between the parties, both parties agree to resolve the dispute via a mutually agreed upon third-part Arbitrator and each party shall be responsible for their own expenses related thereto.

9. HEADINGS: The headings of the sections of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement, or be used in any manner in the interpretation of this Agreement.

10. SUCCESSORS-IN-INTEREST AND ASSIGNS: Subject to any restriction on transferability contained in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the successors-in-interest and assigns of each party to this Agreement. Nothing in this paragraph shall create any rights enforceable by any person not a party to this Agreement, except for the rights of the successors-in-interest and assigns of each party to this Agreement, unless such rights are expressly granted in this Agreement to other specifically identified persons. AudioInk may assign its rights and obligations under this Agreement at any time to any party.

11. WAIVER: Any waiver of a default under this Agreement must be in writing (and signed by the waiving party) and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

12. EFFECTIVENESS: This Agreement shall become effective as the date of content submission.

13. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.