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Essential10 Ltd. (“Essential10”) wants to provide its Authors with access to outstanding service providers (“Providers”) to help them publish the best possible books. To this end, Essential10 will make available to its Authors a select list of Providers they can engage to assist them. This Service Provider Agreement (the “Agreement”) establishes our relationship with Providers regarding our Service Provider Program (the “Program”).

1. Parties

This Agreement is between you, the Provider, as listed at the end of this Agreement and Essential10, a Colorado Limited Liability Company, with its principal office at 15400 W. 64th. Avenue, 9E-147, Arvada CO 80007. Nothing in this Agreement shall be construed to make either party the agent, representative, or partner of or to a joint venture. Neither party shall hold itself out in this manner nor shall either party be liable or bound by any act or omission of the other party.

2. Application

To begin the application process, please read the terms and conditions in this Agreement and then click to accept them below. You will then complete and submit an application through our website. We will review your application and will notify you within ten (10) days via email whether or not it has been accepted. If we accept your application, we will provide you with access to certain sections of our website to facilitate your participation in the Program, including, but not limited to, a listing in the Essential10 Community Directory, a personalized web page enabling you to market your services, show your portfolio, and provide contact information. If we accept your application and we determine in our sole discretion that your website is not suitable for the Program, we reserve the right to terminate this Agreement at any time. If we reject your application, you may reapply to the Program six months after the date of notification.

3. Terms and Conditions

We can reject your application for any reason in our sole and absolute discretion. Reasons we may reject your application include, but are not limited to, websites that include nudity or pornography or promote sexually explicit material, violence, discrimination, illegal activities, or infringe intellectual property rights of ours or those of third parties. We reserve the right to immediately terminate your Agreement should the content or conditions on your website change and make it unsuitable by Essential10. In the event we terminate your Agreement within thirty (30) days of its acceptance, we will refund all fees paid.

4. Annual Service Provider Subscription Fee

As a Provider, you will pay Essential10 an annual fee of Two Hundred and Fifty Dollars ($250.00) to participate in the Program. This amount shall be paid through PayPal. This annual fee shall be paid in U.S. Dollars. It is due and payable immediately upon acceptance into the Program. In subsequent years, the annual fee is due and payable on January 1st of each partial or full year the Provider is a participant in the Program. There will be no refunds for a partial year. We reserve the right to change this fee schedule in our sole and absolute discretion; however, your fees will not change until your current term expires. At some time in the future, we may institute a fee schedule that is a function of the revenues generated by the Provider under the Program.

5. Ownership and Licenses

Each party owns and retains all right, title, and interest in its respective names, logos, trademarks, service marks, trade names, copyrights and proprietary technology, including, but not limited to, those currently used or which may be created and used in the future by each party. The Provider is granted a revocable, non-exclusive license to use Essential10’s name, approved logo, trademarks and service marks on its site solely for the purpose of creating links from the Provider’s website to Essential10’s website.

6. Representations

Each party represents to the other that it has the authority to enter into this Agreement and that any material provided by one party to the other and displayed on the other party’s website will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy, violate any applicable law, statute, ordinace or regulation, be defamatory or libelous, be lewd, pornographic or obscene, vilate any laws regarding unfair competition, antidiscrimination or false advertising, or promote violence or contain hate speech. No implied warranties of merchantability or fitness for a particular purpose.

7. Indemnification

Provider agrees to indemnify, defend and hold harmless Essential10 and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses, including, but not limited to, reasonable attorneys’ fees and expenses, brought by a third party, arising out of a breach or alleged breach of any representations contained in this Agreement.

8. Termination

Either party may terminate this Agreement at any time. To do so, the party seeking to terminate the Agreement shall provide five (5) days prior written notice of such termination to the other party; such notice may be given by electronic mail to serviceprovidersupport@essential10.com. Additionally this Agreement may be terminated by Essential10 immediately if the Provider materially breaches the Agreement.

9. Limitation of Liability

In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

10. Colorado Law

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Colorado, United States. Any action to enforce this Agreement shall be brought in federal or state court located in Colorado.

11. Counterparts

This Agreement may be agreed to in more than one counterpart. Each counterpart together shall form one and the same document. The parties agree that execution may be accomplished in a format that works for all parties.

12. Entire Agreement

This Agreement contains the entire agreement between the parties. It supersedes and cancels all prior discussions, negotiations, and agreements related to the subject matter of the Agreement. The Agreement may only be amended by a writing signed by both parties or their authorized representatives. The provisions of this Agreement are separate and distinct from each other and are separable. If any provision shall be held unenforceable, it will not render any other provision invalid.

Date of last update: November 7, 2009