Publishing Studio Terms of Service

1.1 Changes to these Terms

Verno reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms at any time by posting changes on our website. These updates will take effect 30 days after they are posted, but they will not apply retroactively.

You have the right to cease your participation in Verno Publishing Studio and withdraw your Works from sale at any time, including if any revised Terms are not acceptable to you. By continuing to use this service after any changes to the Terms have been posted, you agree to be bound by the modified Terms.

1.2 Security

You must be at least 18 years old or the legal age of majority in your place of residence in order to use Verno Publishing Studio. When you create your account, you must provide us with accurate and complete information and you must keep such information, including contact information, current at all times. We encourage you to use strong passwords with your account. You are solely responsible for the activity that occurs on your account, and you agree to keep your account login and password secure. You must immediately notify Verno if your credentials are compromised or if you suspect any unauthorised use of your account.

2.1 Delivery

During the period that you use Verno Publishing Studio, you may provide Verno with Works and the associated metadata. You are responsible for ensuring the accuracy of the Works, metadata, and their compliance with our Content Policy and Terms of Use. Verno may at any time accept, reject, suspend or remove any Works that you have provided at its sole discretion, for any reason or no reason.

2.2 Rights

You authorise Verno and grant Verno all necessary rights and licence to make available, copy, distribute, transmit electronically and sell your Works through the eReading Service to individuals who Verno permits to access it (“Users”) within the territories specified by you. “eReading Service” means the online service offered by Verno, its affiliates, or its or their third-party retail sellers or permitted licensees, that provides Users with access to discover, read, listen to, and purchase eBooks and Audiobooks through multiple interfaces. Without restricting the generality of the foregoing, Verno may:

• copy and store your Works on one or more computers;
• convert, reformat and encode the Works and enable and optimise their display on the eReading Service, provided that Verno shall make no modifications to the substance of the Works and shall not be responsible for any inaccuracies or errors in conversion or reformatting;
• display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of the Works and the metadata you provide, for customers and prospective customers to download and/or store, access, copy and paste, print, annotate and/or view or listen to online and offline, including on portable devices;
• determine all marketing and promotion of your Works related to their sale on the eReading Service, including by making reasonable excerpts available free as promotional material;
• exercise our rights and licence set out in these Terms directly and through third-party retailers, distributors, affiliates and independent contractors;
• allow Users to download and export annotations or highlights from the purchased Works, subject to reasonable character limits; and
• implement accessibility features that allow Users to access Works and metadata in the means best suited for their needs, and/or to meet legal requirements.

2.3 Use of AI technologies

Verno agrees that Works will not be used to train generative AI technologies. Verno may use artificial intelligence, machine learning, deep learning algorithms or similar technologies to read, analyse, and process the Works for the following purposes: (a) enhancing the discoverability of the Works by categorising and tagging content appropriately, and providing a personalised experience and targeted recommendations for customers; (b) evaluating the suitability of the Works for sale on Verno’s platform and ensuring adherence to Verno’s Terms of Service; (c) generating resources to assist prospective customers in making informed decisions, including creating keywords, promotional content, targeted advertisements, customer engagement strategies, and other materials designed to enhance the sales of the Works; and (d) enhancing the experience of a purchased book by providing recaps, reading assistance, and accessibility features.

2.4 Ownership

As between you and Verno, Verno expressly acknowledges that you own or are licensor to all right, title and interest in and to the Works. All rights in the Works not expressly granted hereunder are reserved by you. You acknowledge that Verno owns all right, title and interest in and to Verno Publishing Studio and the eReading Service, including all intellectual property rights therein, whether protected, created or arising under the laws of the United Kingdom, Canada, Nigeria, Ghana, the United States or any other jurisdiction.

2.5 Territorial rights

The territory of the rights and licence granted in these Terms is worldwide, except that you may expressly identify and limit Verno’s territorial rights for each of the Works through the Verno Publishing Studio interfaces. Verno shall make commercially reasonable efforts to limit access to each Work to User accounts from the specific geographic territories identified by Publisher, however given the continually changing complexities of digital distribution, Verno cannot warrant or guarantee that any Work will not be available in any particular territory.

2.6 Digital rights management for eBooks

At your request, eBooks will be rendered on the eReading Service in a manner that serves to prevent Users from copying and printing the content. If this option is enabled, the eReading Service may still allow the copying of short quotes not to exceed 800 characters to allow the User to share short passages via a social media tool. Verno does not guarantee the efficacy of DRM. All versions of the eReading Service use advanced security methods to protect the content in transit, and locally, by employing encryption and hash algorithms. We will respond promptly to your requests for information about any alleged copyright infringement or other unauthorised use.

2.7 Account limitations and compliance review

Verno Publishing Studio is designed to provide an optimal experience for authors and publishers. To ensure the integrity and functionality of the platform, accounts may be subject to limitations regarding the number of eBooks stored. Accounts that exceed a threshold of 300 titles may be reviewed for compliance with our operational standards. Verno reserves the right to take appropriate action, which may include account review and the removal of excess titles, to maintain the quality and performance of the service.

The term of these Terms shall continue until terminated by you or by us. We may terminate or suspend your access to Verno Publishing Studio at any time and for any reason or no reason. You may suspend or terminate your participation and request withdrawal of your Works from sale at any time by giving Verno at least ten (10) days’ written electronic notice to the applicable address designated by Verno.

Upon termination of these Terms, Verno shall cease selling or otherwise distributing all of your Works, provided that Verno may maintain archival copies solely to permit any authorised continuing access by any User who purchased a copy via the eReading Service prior to termination, and provided further that such continuing access is not in violation of any legal mandate and that we will continue to take commercially reasonable measures to protect your Works from theft, unauthorised access, copying or retransmission, infringement, unauthorised manipulation or any other misappropriation. Verno shall delete all such archival or other copies at such time as it reasonably determines it has no continuing obligation to provide continuing access.

4.1 Price

You shall provide Verno with the Suggested Retail Price (“SRP”) for the Work, which shall be exclusive of any goods and services, sales or similar taxes (“Taxes”) and shall be inclusive of any value-added taxes within VAT-inclusive territories. Verno shall, in its sole discretion, set the actual selling price paid by the User (“ASP”) for each Work and may also display or add any Taxes to the ASP as separate items or included in the ASP.

4.2 Payment terms: eBooks

1. Verno will pay you 70% of the SRP for each eBook sold, if the eBook is not a Public Domain Work, and the SRP is greater than or equal to: $2.99 USD in the US; £1.99 GBP in the UK; NGN3,800 in Nigeria; $2.99 CAD in Canada; $2.99 AUD in Australia; €1.99 EUR in the European Union; $2.99 NZD in New Zealand; $15.99 HKD in Hong Kong; ¥299 JPY in Japan; 2.99 CHF in Switzerland; R$7.99 BRL in Brazil; $39.99 MXN in Mexico; $70 TWD in Taiwan; R29.99 ZAR in South Africa; ₱99.99 PHP in the Philippines; ₹149.99 INR in India; and
2. Additionally, the eBook must be priced at least twenty (20%) percent below the SRP of all physical editions of the book, if available.
3. The SRP for your eBook provided to Verno must be less than or equal to the lowest price provided by you to any third party. In the event that another retailer is selling your eBook with a lower SRP, Verno may elect to adjust the SRP to match it and substitute this as the price used in calculating and remitting payment during the period where the price discrepancy exists. Verno’s determinations regarding SRP matching are at its sole discretion and are not subject to review.
4. If the eBook does not satisfy the criteria above, Verno shall pay the Publisher 45% of the SRP for each eBook sold.
5. Verno will pay Publisher 20% of the SRP for each Public Domain eBook sold. “Public Domain” means works published before 1923 in the United States; the author’s lifetime plus 50 years in Canada, Hong Kong, Japan, Mexico, New Zealand, the Philippines, South Africa and Taiwan; the author’s lifetime plus 60 years in India; and the author’s lifetime plus 70 years in Australia, the EU, the United Kingdom and the rest of the world.

Verno is likely to remove Public Domain eBooks that are undifferentiated from content available on the Verno store, and is also likely to remove any Works that contain primarily public domain material.

4.3 Verno Subscription

This section outlines the specific terms applicable to your participation in the Verno subscription service. You may opt in your Works through the VPS dashboard. For those opted-in Works, the following special terms apply.

Verno shall pay you each month in respect of each Verno Subscription Service. We will establish a fund on a monthly basis and you will be eligible to earn a share of that fund for customers reading your Works included in the Verno Subscription Programmes. We will allocate portions of the fund to each marketplace where the programmes are available and you will earn a share of the monthly fund based on the amount of your content read by customers in each marketplace. These shares are your total royalty for customer access to your Works through the Verno Subscription Programmes. We will set, in our sole discretion, the criteria for determining how much of your content is read and how to determine the proportionate allocation of the fund. We may publicly announce the top Works, including the author, publisher, number of qualified reads and borrows, and fund royalties earned.

You may remove Verno Subscription Service Content from the Verno Subscription Service via the VPS dashboard. Following removal, Verno shall cease to make it available for Users to check out; provided, however, that Users who have already checked it out will remain entitled to access it.

Verno may offer potential new Users of the Verno Subscription Service an introductory trial period during which time the Users may use the service in the same manner as subscribing Users. No amounts will be payable to you in respect of titles accessed by a User during a trial period.

4.4 Promotions

If presented with the opportunity by Verno, you may choose to submit your Works for promotional consideration using the promotion tool via the VPS dashboard. The terms of each promotion vary by the type of promotion selected, and the submission guidelines and eligibility criteria for each are set out in the VPS dashboard. By agreeing to submit your Work for inclusion in any given promotion, you agree that you have read and understand the terms of that promotion. Verno reserves the right to change or cancel any promotion at any time, and has the right to grant access to the promotion tool, or reject any Work from a promotion, at our sole discretion.

4.5 Currency

Verno may allow for the submission of SRP for multiple countries and in multiple currencies and Publisher may provide an SRP for all, one, or a combination of those options. However, you must choose a single currency in which you will be paid. If you do not wish to set a specific currency for SRP, Verno will default to a USD SRP as the baseline for the sale of your Works. Verno shall have the sole right to establish reasonable currency conversion rates.

4.6 Taxes

Each party shall pay on behalf of itself, in addition to any other amounts payable under these Terms, any sales, use, excise, value-added, services, consumption, personal property, gross receipts or any other similar taxes that may be levied or imposed by any taxing jurisdiction upon such party by reason of the transactions contemplated under these Terms.

4.7 Reporting and payment

Provided you are not in breach of your obligations under these Terms, for each of your Works sold to a User, Verno will pay you the applicable amounts, net of refunds, bad debt and Taxes. Verno will make payment and provide associated sales reporting on a weekly basis, with all payments and reports to be made within thirty (30) days following the end of the applicable week. Verno may accrue and withhold payments until the total amount due is USD $50.

You are responsible for reviewing all sales reports and payment information relating to your Works. If you identify any errors or omissions, Verno shall not be obligated to correct them, or any resulting shortfalls, unless you provide written notice within six (6) months of receipt of the subject reports. Verno will make a reasonable attempt to reissue rejected payment. You are responsible for providing valid payment information within a reasonable timeline.

4.8 Chargebacks and fraud

Verno may set off or deduct from any amounts owing to you all chargebacks levied by credit card issuers or other payment providers in respect of any transaction, including any associated fees, for up to 120 days after the date of the transaction. Verno shall be under no obligation to investigate or contest the chargeback with any third party. In the event that Verno experiences undue chargeback volumes with respect to any of your Works, Verno reserves the right to terminate your account with immediate effect. In the event Verno detects undue chargeback volumes, or any other pattern of fraudulent behaviour related to the Works, Verno reserves all rights to prevent such fraud, including the suspension of all payments due to you pending an investigation.

You represent, warrant and covenant to Verno that:

1. you have the rights, power and privileges to execute, deliver and perform your obligations under these Terms and the execution, delivery and performance of these Terms has been duly authorised;
2. you have all necessary rights to make the grant and assignment of rights you have made to Verno under these Terms, and your submission of the Works and the use of the Works in the eReading Service does not violate any obligation you owe to any third party or infringe upon the intellectual property rights of any person, including the author of the Works;
3. you will be solely responsible for obtaining and paying for any and all necessary clearances, rights and licences for the Works to permit the exercise of the rights granted under these Terms without any further obligation by us, including any payments due to any other copyright holders, co-authors and/or co-administrators;
4. the Works do not and will not infringe upon any common law or statutory right in any other literary, dramatic or other material, and no material in the Works violates any intellectual property rights or any other proprietary rights of any person, firm or corporation, and the Works contain no libellous or unlawful material or instructions that may cause harm;
5. any trademarks, trade names, logos, designs, and icons included with the Works do not infringe upon or violate any trademark or other intellectual property right of any other person, firm or corporation;
6. there is no outstanding claim or litigation pending against or involving the title, ownership and/or copyright in the Works, or in any part of it, or in the rights which are covered by these Terms; and
7. all Works you submit are legal for sale in every territory in which you designate to sell them.

You agree to defend, indemnify and hold harmless Verno and its affiliates, and their respective officers, directors and employees, from and against any and all claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever, for damages, losses, costs and/or expenses (including legal fees and disbursements) resulting from: (i) damages to persons or property, personal injury or death caused by the negligent or wilful acts or omissions arising in connection with these Terms; (ii) any and all breaches by you of any representations, warranties, covenants, terms or conditions of these Terms; and (iii) any claim that you in the performance of your commitments hereunder have infringed, violated or misappropriated any third party’s right, including any intellectual property right. Verno may, at its own expense, participate in the defence and settlement of any claim or action with our own counsel.

Verno Publishing Studio and the eReading Service is provided “as is” and Verno disclaims any representations, warranties or conditions, express or implied, regarding the products and services contemplated by this agreement including any warranty of merchantability, merchantable quality or fitness for a particular purpose and those arising by law, statute, usage of trade or course of dealing. Verno makes no representation, warranty or condition, express or implied, with respect to the adequacy of Verno Publishing Studio, the eReading Service, or the content of the Verno website for any particular purpose or with respect to its adequacy to produce any particular result. You acknowledge and agree that Verno cannot ensure that your Works will be protected from theft or misuse or that Users will comply with any of our content usage rules. We will have no liability arising from a failure of any security system.

Verno and its affiliates shall in no event be liable for any indirect, special, incidental, consequential, punitive or exemplary damages, including loss of revenue, data or loss of profits, regardless of the form of action, whether in contract or in tort including negligence, arising out of or in connection with this agreement even if Verno is apprised of the likelihood of such damages occurring. Verno’s and its affiliates’ liability arising out of or in connection with this agreement shall not exceed the amounts paid by Verno to Publisher hereunder for the twelve-month period preceding any claim.

Verno will not be liable to you for any failure or delay in the performance of its obligations hereunder caused by any event or circumstances beyond Verno’s control.

You will not issue any press release or any other public disclosure about these Terms and your participation in Verno Publishing Studio without our consent. Each party shall keep confidential all information disclosed or obtained as a result of the relationship between you and Verno under these Terms, and shall not disclose any information regarding such matters without the prior approval of the other party. Without limiting the generality of the foregoing, you agree not to disclose any information we disclose to you, including communications between you and us, anything about our business, customers, marketing, any sales data sent to you with respect to your Works, or any other information we make available to you as a result of your participation.

The obligations of confidentiality in this clause shall not extend to any matter which the other party can demonstrate: (i) is in or has become part of the public domain, other than as a result of a breach of these obligations; (ii) was in its written records prior to these Terms becoming effective; (iii) was independently disclosed to it by a third party entitled to disclose the same; (iv) is required to be disclosed under any applicable law, or by order of a court or governmental body or other competent authority; or (v) is required to be disclosed to a third party as a result of a partnership with or affiliation with such third party, on the condition that such third party is bound in writing by confidentiality obligations at least equivalent to those set out in this clause.

All notices required under these Terms or other communications required or permitted under these Terms shall be made through the email communicated to Verno via the Verno Publishing Studio portal or via notification within user login to the portal. If you want to send us a notice, please use hello@vernobooks.com.

All terms which by their nature are intended to survive termination of these Terms shall survive such termination. Verno controls the eReading ecosystem and Service from its offices within the region of Essex, England, United Kingdom. The eReading Service can be accessed from all parts of the UK and from other countries around the world. By accessing the eReading Service, you agree that all matters relating to access to, or use of, the eReading Service, or any other hyperlinked website, shall be governed by the laws of England and Wales. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of England and Wales, and acknowledge that you do so voluntarily and are responsible for complying with all local laws.

Verno will provide these Terms in languages other than English, when requested, for convenience; however, the English language Terms will be used in case of any disagreement. These Terms, the Verno Content Policy and the Terms of Use are the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and proposals, oral or written. You may not unilaterally modify these Terms. These Terms may not be assigned by you in whole or in part without Verno’s prior written consent.