Terms and Conditions
agreement (the "Agreement") is a binding agreement between the
individual or the entity identified in your Rightway Christian Bookstore (an
arm of Rightway Mega Network) account ("you" or
"Publisher") and each RightwayBookstore party. The "RightwayBookstore
parties" are, individually, Rightway Christian Bookstore, Rightway
Publishers International, Rightway Mega Network, and each other RightwayBookstore
affiliate that joins as a party to this Agreement.
Agreement provides the terms and conditions of your participation in the
RightwayBookstore online publication and marketing program (the "Program")
and your distribution of digital content through the Program.
1. Agreement Acceptance. You accept this Agreement and agree to be bound by its
terms by either (a) clicking agree or accept where you're given the option to
do so or (b) by using the Program, or any part of it. If you don't accept the
terms, you are not entitled to use the Program. If the Publisher is an entity,
the individual person who accepts this Agreement for the Publisher represents
and warrants that he or she is entitled to enter this Agreement as an
authorized representative of Publisher and to bind Publisher to the terms of
2. Agreement Amendment. The Program will change over time and the terms of this
Agreement will need to change over time as well. We reserve the right to change
the terms of this Agreement at any time in our sole discretion. We will give
you notice of the changes by posting new terms in place of the old at http://rightwaybookstore.com/
with a revision date indicated at the top or by sending an email to the email
address registered for your Program account. Here are the rules for when
changes will be effective and binding on you:
2.1. Changes to Agreement Terms Other than
Those in Sections 5.4.1 (Royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement other than those
contained in Section 5.4.1 (Royalties) and 5.5 (Grant of Rights) will be
effective on the date we post them, unless we otherwise provide at the time we
post the changes. You are responsible for checking for updates and your
continued use of the Program after we post changes will constitute your
acceptance of the changes. If you do not agree to the changes, you must
withdraw your EBooks from further distribution through the Program and
terminate your use of the Program.
2.2. Changes to the Terms of Sections 5.4.1
(Royalties) and 5.5 (Grant of Rights).
Changes to terms of this Agreement contained in Sections 5.4.1 (Royalties) and
5.5 (Grant of Rights) will be effective and binding on you on the date 30 days
from posting or on the date you accept the changes, whichever first occurs. You
accept the changes by either (a) clicking agree or accept where you're given
the option to do so or (b) by using the Program to make additional EBooks
available through the Program. Changes to the terms of Sections 5.4.1 and 5.5
will only apply prospectively with respect to EBooks sold after the date thirty
days from our posting of the changes, unless you accept the changes as provided
above. If you do not accept the changes, you must withdraw your EBooks from
further distribution through the Program and terminate your use of the Program
prior to the date thirty days from our posting of the changes. Note that we may
make acceptance of changes a condition to continued use of the Program.
3. Term and Termination. The term of this Agreement will begin upon your acceptance
of it and will continue until it is terminated by us or by you. We are entitled
to terminate this Agreement and your access to your Program account at any
time. We will notify you upon termination. You are entitled to terminate at any
time by providing us notice of termination, in which event we will cease
selling your EBooks within 5 business days from the date you provide us notice
of termination. We may also suspend your Program account at any time with or
without notice to you, for any reason in our discretion. Following termination
or suspension, we may fulfill any customer orders for your EBooks pending as of
the date of termination or suspension, and we may continue to maintain digital
copies of your EBooks in order to provide continuing access to or re-downloads
of your EBooks or otherwise support customers who have purchased a EBook prior
to termination or suspension. The following provisions of this Agreement will
survive termination of this Agreement: Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 5.8,
6, 7, 8, 9, 10, and any other provisions that, by their nature, are intended to
survive. All rights to EBooks acquired by customers will survive termination.
4. Account Eligibility and Registration.
4.1. Eligibility. You must have an active Program account in order to
participate in the Program. You represent that you are at least 18 years old,
and that you are able to form a legally binding contract. A parent or guardian
of a minor can open a RightwayBookstore account and be the Publisher of the minor’s
4.2. Account Information; No Multiple Accounts. You must ensure that all information you provide in
connection with establishing your Program account, such as your name, address
and email, is accurate when you provided it, and you must keep it up to date as
long as you use the Program. You may maintain only one account at a time. If we
terminate your account, you will not establish a new account. You will not use
false identities or impersonate any other person or use a username or password
you are not authorized to use. You authorize us, directly or through third
parties, to make any inquiries we consider appropriate to verify account
information you provide. You also consent to us sending you emails relating to
the Program and other publishing opportunities from time to time. This takes
precedence over any directions you may have given us, including through a
RightwayBookstore web site.
4.3. Account Security. You are solely responsible for safeguarding and maintaining
the confidentiality of your account username and password and are responsible
for all activities that occur under your account, whether or not you have
authorized the activities. You may not permit any third party to use the
Program through your account and will not use the account of any third party.
You agree to immediately notify RightwayBookstore of any unauthorized use of your
username, password or account.
5. EBook Distribution Rights.
5.1. Delivery, Acceptance and Withdrawal.
You must provide to us, at your own expense each EBook you desire to
publish/market through the Program. We will not return to you any electronic
files or physical content or media you deliver to us in connection with the
Program. You must deliver all electronic files free and clear of viruses, worms
and other potentially harmful or disrupting code.
5.1.2. Content Requirements. You must ensure that all EBook content is in compliance
with our Program Policies for content at the time you submit it to us. If you
discover that content you have submitted does not comply, you must immediately
withdraw the content by un-publishing it or by re-publishing content that
complies through the Program procedures for EBook withdrawal or re-publishing.
We are entitled to remove or modify the metadata and product description you
provide for your EBooks for any reason, including if we determine that it does
not comply with our content requirements. We may also remove all or any part of
your EBook’s cover art for any reason, including if we determine that it does
not comply with our content requirements. You may not include in any EBook any
advertisements or other content that is primarily intended to advertise or
promote products or services. You must ensure that all metadata you provide to
us is current, complete, and accurate. If you discover that any metadata you
have provided to us for an EBook is inaccurate or incomplete, you must promptly
submit corrected metadata to us through the Program procedures for metadata
5.1.3. Digital Book Rejection. We are entitled to determine what content we accept and
market through the Program in our sole discretion. If we request that you
provide additional information relating to your EBooks, such as information
confirming that you have all rights required to permit our marketing of the
EBooks, you will promptly provide the information requested, and you represent
and warrant that any information and documentation you provide to us in
response to such a request will be current, complete, and accurate. You
authorize us, directly or through third parties, to make any inquiries we
consider appropriate to verify your rights to permit our marketing of the
EBooks and the accuracy of the information or documentation you provide to us
with respect to those rights.
5.1.4. EBook Withdrawal. You may withdraw your EBooks from further sale in the
Program at any time on five business days advance notice by following the then
current Program procedures for EBook withdrawal or un-publishing. We may fulfill
any customer orders completed through the date the EBooks are available for
sale. All withdrawals of EBooks will apply prospectively only and not with
respect to any customers who purchased the EBooks prior to the date of removal.
5.1.5. Reformatting. We may, in our discretion, reformat your EBooks, and you
acknowledge that unintentional errors may occur in the process of reformatting
of your EBooks. If any such errors do occur, you may remove the affected EBook
from further sale in the Program as provided in Section 5.1.4 above, and this
will be your only remedy for the errors. We may also, in our discretion,
correct any errors existing in a EBook file as you deliver it to us.
5.2. Marketing and Promotion, Reviews.
5.2.1. Marketing and Promotion. We will have sole discretion in determining all marketing
and promotions related to the sale of your EBooks through the Program and may,
without limitation, market and promote your EBooks by making chapters or
portions of your EBooks available to prospective customers without charge, and
by permitting prospective customers to see excerpts of your EBooks in response
to search queries. We will not owe you any fees for any marketing or
promotional efforts. You acknowledge that we have no obligation to market your EBook
if you have not paid for the marketing.
You are subject to the same guidelines as any other customer contributing
a review to RightwayBookstore website. We reserve the right to remove any
review that violates our stand.
5.3.1. Providing Your List Price. The list price you provide to us is referred to in this
Agreement as your "List Price." You agree that from your list price
you only get 60% as your royalty.
5.3.2. Customer Payment Processing. We are solely responsible for processing payments, payment
collection, requests for refunds and related customer service.
5.4. We have sole ownership and control of all
data obtained from customers and prospective customers in connection with the
5.5. Royalties and Payments.
If you are not in breach of your obligations under this Agreement, for each
EBook sold to a customer through the Program, the RightwayBookstore will pay you 70%.
5.4.2. When We Pay You. RightwayBookstore will pay Royalties due on EBook sales approximately 30 days
following the end of the calendar month during which the sales were made. At
the time of payment, we will make available to you an online report detailing
sales of EBooks and corresponding Royalties.
5.4.3. Payment Currencies. RightwayBookstore payment currency is Nigeria Naira. So your
royalty will be paid in Naira.
5.4.4. Payment Policies. We may require you to provide certain information or to
register a valid bank account in your RightwayBookstore account in order to receive
Royalty payments, in which case we will not be obligated to make Royalty
payments to you unless you do so. We may establish other payment policies from
time to time, such as minimum payment amounts and check fees.
5.4.5. Payment Disputes. You may not bring a suit or other legal proceeding against
us with regard to any statement unless you bring it within six months after the
date the statement is available. Any such proceeding will be limited to a
determination of the amount of monies, if any, payable by us to you for the
accounting periods in question, and your sole remedy will be the recovery of
those monies with no interest.
5.4.6. Offsets, etc. We can withhold Royalties and offset them against future
payments as indicated below. Our exercise of these rights does not limit other
rights we may have to withhold or offset Royalties or exercise other remedies.
If we pay you a Royalty on a sale and later issue a refund, return, or credit
for that sale, we may offset the amount of the Royalty previously paid for the sale
against future Royalties, or require you to remit that amount to us.
If a third party asserts that you did not have all rights required to make one
of your Digital Books available through the Program, we may hold all Royalties
due to you until we reasonably determine the validity of the third party claim.
If we determine that you did not have all of those rights or that you have
otherwise breached your representations to the EBook, we will not owe you
Royalties for that EBook and we may offset any of those Royalties that were
previously paid against future Royalties, or require you to remit them to us.
Upon termination of this Agreement, we may withhold all Royalties due for a
period of three months from the date they would otherwise be payable in order
to ensure our ability to off-set any refunds or other offsets we are entitled
to take against the Royalties.
If we terminate this Agreement because you have breached your representations,
you forfeit all Royalties not yet paid to you. If after we have terminated your
account you open a new account without our express permission, we will not owe
you any Royalties through the new account.
The RightwayBookstore is responsible for collecting and remitting any and all taxes
imposed on their respective sales of EBooks to customers. You are responsible
for any income or other taxes due and payable resulting from payments to you
under this Agreement.
5.5. Grant of Rights. You grant to RightwayBookstore, throughout the term of this
Agreement, a nonexclusive, irrevocable, right and license to publish and sell
your EBooks, directly and through third-party distributors, in all digital
formats by all digital distribution means available. This right includes,
without limitation, the right to: (a) reproduce, index and store EBooks on one
or more computer facilities, and reformat, convert and encode EBooks; (b)
display, market, transmit, distribute, sell and otherwise digitally make
available all or any portion of EBooks, for customers and prospective customers
to download, access, print and/or view online and offline, including on
portable devices; (c) permit customers to "store" EBooks that they
have purchased from us on servers ("Virtual Storage") and to access
and re-download such EBooks from Virtual Storage from time to time both during
and after the term of this Agreement; (d) display and distribute (i) your
trademarks and logos in the form you provide them to us or within EBooks (with
such modifications as are necessary to optimize their viewing), and (ii)
portions of EBooks, in each case solely for the purposes of marketing,
soliciting and selling EBooks; (e) use, reproduce, adapt, modify, and
distribute, as we determine appropriate, in our sole discretion, any metadata
that you provide in connection with EBooks; and (f) transmit, reproduce and
otherwise use (or cause the reformatting, transmission, reproduction, and/or
other use of) EBooks as mere technological incidents to and for the limited
purpose of technically enabling the foregoing (e.g., caching to enable
We may, but are not obligated, to provide you the option to apply DRM
technology in connection with the distribution of your EBooks. If we provide
you the option to apply DRM technology, you acknowledge that we make no
representations as to the efficacy of the DRM and will not be responsible for
any failure of the DRM.
5.7. Rights Clearances and Rights Dispute
Resolution. You will obtain and pay for any and
all necessary clearances and licenses for the EBooks to permit our exercise of
the rights granted under this Agreement without any further payment obligation
by us, including, without limitation, all royalties and other income due to any
copyright owner. If you notify us or making claims of copyright infringement
that a third party has made a EBook available for distribution through the
Program that you have the exclusive right to make available under the Program,
then, upon your request and after verification of your claim, we will pay you
the Royalties due in connection with any sales of the EBook through the
Program, and will remove the Digital Book from future sale through the Program,
as your sole and exclusive remedy.
5.8. Representations, Warranties and
Indemnities. You represent and warrant that: (a)
you have the full right, power and authority to enter into and fully perform
this Agreement and will comply with the terms of this Agreement; (b) prior to
you or your designee's delivery of any content, you will have obtained all rights
that are necessary for the exercise the rights granted under this Agreement;
(c) neither the exercise of the rights authorized under this Agreement nor any
materials embodied in the content nor its sale or distribution as authorized in
this Agreement will violate or infringe upon the intellectual property,
proprietary or other rights of any person or entity, including, without
limitation, contractual rights, copyrights, trademarks, common law rights,
rights of publicity, or privacy, or moral rights, or contain defamatory
material or violate any laws or regulations of any jurisdiction; (d) you will
ensure that all EBooks delivered under the Program comply with the technical
delivery specifications provided by us; and (e) you will be solely responsible
for accounting and paying any co-owners or co-administrators of any EBook or
portion thereof any royalties with respect to the uses of the content and their
respective shares, if any, of any monies payable under this Agreement. To the
fullest extent permitted by applicable law, you will indemnify, defend and hold
RightwayBookstore, its officers, directors, employees, affiliates, subcontractors and
assigns harmless from and against any loss, claim, liability, damage, action or
cause of action (including reasonable attorneys' fees) that arises from any
breach of your representations, warranties or obligations set forth in this
Agreement. We will be entitled, at our expense, to participate in the defense
and settlement of the claim or action with counsel of our own choosing.
6. Ownership and Control of RightwayBookstore
Feedback. Subject to the authorizations you
grant to us under this Agreement, as between us and you, you retain all
ownership rights in and to the copyrights and all other rights and interest in
and to your EBooks. We retain all ownership rights in and to the copyrights and
all other rights and interests in and to the Program, and any materials we use
or provide to you for use relating to your EBook (such as a generic cover image
used for your EBook if you do not provide one). We are solely responsible for,
and will have full discretion with respect to the terms, features, and
operation of the Program and related marketing, but our use of the EBooks will
be subject to the terms of this Agreement. This Agreement does not grant you
any license or other rights to any intellectual property or technology owned or
operated by us or any of our affiliates, including, without limitation, any
trademarks or trade names. Nothing in this Agreement restricts any rights we may
have under applicable law or a separate permission.
7. Confidentiality. You will not, without our express, prior written
permission: (a) issue any press release or make any other public disclosures
regarding this Agreement or its terms; (b) disclose RightwayBookstore Confidential
Information (as defined below) to any third party or to any employee other than
an employee who needs to know the information; or (c) use RightwayBookstore
Confidential Information for any purpose other than the performance of this
Agreement. You may however disclose RightwayBookstore Confidential Information as
required to comply with applicable law, provided you: (i) give us prior written
notice sufficient to allow us to seek a protective order or other appropriate
remedy; (ii) disclose only that RightwayBookstore Confidential Information as is
required by applicable law; and (iii) use reasonable efforts to obtain
confidential treatment for any RightwayBookstore Confidential Information so
disclosed. "RightwayBookstore Confidential Information" means (1) any
information regarding RightwayBookstore, its affiliates, and their businesses,
including, without limitation, information relating to our technology,
customers, business plans, promotional and marketing activities, finances and
other business affairs, (2) the nature, content and existence of any
communications between you and us, and (3) any sales data relating to the sale
of EBooks or other information we provide or make available to you in
connection with the Program. RightwayBookstore Confidential Information does not include
information that (A) is or becomes publicly available without breach of this
Agreement, (B) you can show by documentation to have been known to you at the
time you receive it from us, (C) you receive from a third party who did not
acquire or disclose such information by a wrongful or tortious act, or (D) you
can show by documentation that you have independently developed without
reference to any RightwayBookstore Confidential Information.
8. Limitation of Liability. THE PROGRAM IS PROVIDED "AS IS." WE WILL IN NO
EVENT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES
ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF
DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF
LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT EXCEED THE
AMOUNT OF FEES DUE AND PAYABLE BY RIGHTWAYBOOKSTORE UNDER THIS AGREEMENT FOR THE
TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT
TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US
IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PUBLISHER ACKNOWLEDGES AND
AGREES THAT RIGHTWAYBOOKSTORE CANNOT ENSURE THAT EBOOKS SUBMITTED BY OR ON BEHALF OF
PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY
WITH ANY CONTENT USAGE RULES RIGHTWAYBOOKSTORE MAY MAKE APPLICABLE IN CONNECTION WITH
USE OF EBOOKS, AND RIGHTWAYBOOKSTORE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF
ANY SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT
USAGE RULES. WE STRIVE TO MAKE OUR SYSTEMS AND PROCESSES ERROR-FREE AND
EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL BE, AND WE WILL HAVE NO
LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS, INACCURACIES,
ERRORS OR LATENCIES.
9. Force Majeure. RightwayBookstore will not be liable to you for any failure or
delay in the performance of its obligations under this Agreement caused by any
event or circumstance beyond its control, including, but not limited to,
denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts
of God, war, terrorism, and labor conditions.
10. General Legal Provisions.
10.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the Laws of the Federal Republic of Nigeria.
Any dispute or claim arising out of or in relation to the interpretation or
execution of this Agreement or the breach, termination or invalidity thereof
shall be settled amicably between the parties, failing of which shall be
settled by an arbitrator held in Nigeria in English and governed by Nigeria law
pursuant to the Arbitration and Conciliation Act Cap A18 Laws of the Federation
of Nigeria 2004, as amended, replaced or re-enacted from time to time.
The arbitrator shall be a person who is legally trained and who has experience
in the information technology field in Nigeria and is independent of either
party. Notwithstanding the foregoing, the Site reserves the right to pursue the
protection of intellectual property rights and confidential information through
injunctive or other equitable relief through the courts.