Author Terms & Conditions

You accept this Agreement and agree to be bound by its terms by either clicking agree or accept, where you're given the option to do so or by using the Platform or any part of it. If you don't accept the terms, you are not entitled to use the Platform. If the entity is a Publisher, the individual person who accepts this Agreement on the Publisher's behalf represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of the Publisher, and the terms of this Agreement bind the Publisher.

The Platform includes some features that you may use at no cost ("Free Features"). Except as this Agreement otherwise expressly states, your use of Free Features is subject to this Agreement to the same extent as your use of any other features of the Platform.

The Platform will change over time, and the terms of this Agreement will be amended to reflect these changes. TheoReads reserves the right to change the terms of this Agreement at any time at our sole discretion. We will notify you of the changes by posting new terms at www.theoreads.com or by emailing the email address in your account. The rules for when changes will be effective and binding on you are:

Changes to terms other than those in sections 9 (Royalties and Other Payments) and 11 (Grant of Rights) will be effective on the date they are posted. You are responsible for checking for updates, and your continued use of the Platform after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Stories from the Platform and end your use of the Platform.

The term of this Agreement will begin upon your acceptance and will continue until it is terminated by TheoReads or you. We are entitled to terminate this Agreement at any time and will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination by emailing parneet@theoreads.com. In this event, we will cease selling your stories within 5 business days from the date you provide us notice of termination for non-exclusive stories only. We may also suspend your Platform account at any time, with or without notice, for any reason at our discretion. Following termination or suspension, we may fulfill any customer orders for your Stories pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Stories in order to provide continuing access to your digital content. You may write to parneet@theoreads.com to appeal any termination or suspension.

You represent that you are at least 18 years old and that you are able to form a legally binding contract.

You are only allowed to register for one account at a time. If your account is terminated, you are not allowed to register a new account, use false identities, impersonate any other person, or use a username or password you are not authorized to use.

All information provided by you in connection with your Platform account, such as your legal name, the legal name of your business, date of birth, date of incorporation or formation of your business, address, email, and payment information, is accurate at the time you provide it. You will be responsible for ensuring that this account information is accurate and complete while you use the Platform. You authorize us to make, directly or through any third party, any inquiries we consider necessary to validate the information provided by you. We may disclose your legal name and contact information in accordance with the terms of our Privacy Notice and/or comply with the law to protect the rights of TheoReads, users, and others, irrespective of your author name.

You consent to us sending you emails or SMS relating to the Platform as needed.

You are responsible for safeguarding and maintaining the confidentiality of your account, including your password. You are responsible for all activities that occur under your account. If unauthorized access occurs and you notify TheoReads promptly, we will work with you to minimize any potential losses. While we expect you to take reasonable precautions, we may not hold you liable for losses incurred by TheoReads due to unauthorized activities that were beyond your control.

You may not permit any third party to use the Platform through your account without our consent. If you require assistance from employees or contractors in managing your account, please notify TheoReads for approval. You agree to immediately notify TheoReads of any unauthorized use of your account information by writing to parneet@theoreads.com.

Royalties are the payments authors receive for the use of their intellectual property. Theo pays authors for each Story per the Pricing Guidelines, as applicable, net of refunds, bad debt, and any VAT, sales, or other taxes charged to a customer or applied with respect to sales to a customer, as long as you are not in breach of your obligations under this Agreement. Royalties due on Story sales will be paid approximately 60 days following the end of the calendar month during which the sales were made.

Authors earn two types of royalties on TheoReads.

We may withhold royalties to offset them against future payments per below.

• If a third party asserts that you did not have the required rights to make one of your Stories available through TheoReads, 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 and warranties with regard to a Story, we will not owe you royalties for that Story and we may offset any of those royalties that were previously paid against future royalties or require you to remit them to us.
• 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.
• 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 offset any refunds or other offsets we are entitled to take against the Royalties.
• If we terminate this Agreement because you are in breach of your representations or content guidelines, all royalties not yet paid to you will be forfeited. Similarly, 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.
• If we determine in our sole discretion that deceptive, fraudulent, or illegal activity has occurred with respect to your Stories or your TheoReads account, we may permanently withhold payments to you, and we may offset any payments previously paid against future payments or require you to remit them to us. These funds will be used to offset our enforcement costs or to cover any compensation made to third parties harmed by deceptive, fraudulent, or illegal conduct.

TheoReads' copyright infringement policy is in accordance with the United States Digital Millennium Copyright Act (the "DMCA"). While our policy is based on US law we apply this same policy globally to all jurisdictions in which our Platform is available. We reserve the right to remove content alleged to be infringing without prior notice, at our sole discretion, and without liability to you or anyone else. In appropriate circumstances, such as if you're determined to be a repeat infringer, we may terminate your account at our sole discretion.

• 10.1. Your copyright laws are infringed.
• 10.2. Notice of intellectual property infringement against you.
• 10.3. Any notice or counter notice submitted by you.

If you believe that your copyrights have been violated, please report it to us immediately by submitting a notice on our Copyright Infringement & DMCA Portal.

Through this Agreement, you grant TheoReads a non-exclusive, irrevocable right and license to distribute stories directly and through third-party distributors, in digital format, by all distribution means available. This right includes, without limitation, the right to:

• (i)reformat, convert, reproduce, index, and store stories on computer facilities;
• (ii)allow customers to store stories that they have purchased from us on servers;
• (iii)display your trademarks and logos in the form you provide them to us or within stories with necessary modifications for an optimal reading experience and marketing and promotion purposes;
• (iv)operate, provide, improve, troubleshoot, debug, and customize TheoReads, and Platform features and tools, as well as develop new features and tools;
• (v)use or reproduce, modify, and distribute, in our sole discretion, any metadata and product description or other information made available by you.

You may use TheoReads's Editor to submit inputs and receive generated outputs (collectively called your User Data). You are responsible for your User Data and will not use TheoReads' Editor in a way that infringes, violates, or misappropriates any of our rights or the rights of any third party. You acknowledge that due to the nature of machine learning and the technology powering TheoReads' Editor, outputs may not be unique.

You agree that TheoReads' employees and contractors, and our affiliates and their contractors, are also granted the rights that you grant to us in this Agreement. You grant us these rights on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Story, then the territory for the sale of that Story will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights, except as otherwise provided in our policies.

You will obtain and pay for any and all necessary clearances and licenses for your stories 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 through the procedure we provide under section 10 for making claims of copyright infringement that a third party has made a Story available for distribution through the TheoReads Platform (or for distribution in a particular territory through the Platform) that you have the exclusive right to make available under the Platform, then, upon your request and after verification of your claim, we will pay you the royalties due in connection with any sales of the Story through the platform and will remove the Story from future sale through the Platform, as your sole and exclusive remedy.

Notwithstanding anything to the contrary contained herein, nor in any way limiting or impacting the releases or limitations of liabilities stated in these Terms, you agree to indemnify TheoReads, including its members, managers, directors, officers, employees, contractors, suppliers, vendors, affiliates, subsidiaries, successors, literary publishing partners (including but not limited to publishing companies that may be providing Works), agents, attorneys, contractors and licensors (collectively, the "Indemnitees") against all claims, actions, suits, and other proceedings arising out of or incurred in connection with these Terms, including, without limitation:

• (i)your use or misuse of the TheoReads Platform in any direct or indirect capacity;
• (ii)your breach or alleged breach of the Terms hereunder;
• (iii)your infringement of any third-party intellectual property rights; and
• (iv)any use of your Account (collectively, the "Claims"). You shall indemnify and hold the Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and legal costs) arising from or incurred in connection with such Claims. For the avoidance of doubt, this means that you will be responsible for any loss or damage the Platform suffers as a result of any such breaches.

This indemnification obligation shall survive these Terms and your use of the TheoReads Platform.

TheoReads reserves the right to take over the exclusive defense of Claims for which TheoReads is entitled to indemnification, and in such event, you shall provide prompt and reasonable cooperation to TheoReads at your own expense.

You agree to indemnify, defend, and hold harmless TheoReads and its affiliates from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with their access to or use of the services.

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 confidential TheoReads 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 confidential TheoReads information for any purpose other than the performance of this Agreement. You may, however, disclose confidential TheoReads information as required to comply with applicable law, provided you:

• give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy;
• disclose only that confidential TheoReads information as is required by applicable law; and
• use reasonable efforts to obtain confidential treatment for any confidential TheoReads information so disclosed.

"Confidential TheoReads information" means (1) any information regarding TheoReads, 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 Stories or other information we provide or make available to you in connection with the Platform. Confidential TheoReads 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 confidential TheoReads information.

You can permanently delete your TheoReads account. If you close your account, it will first be deactivated and then deleted. When your account is deactivated, while it is not viewable on TheoReads, all of your comments and posts to the TheoReads community will remain, except that they will be anonymized. For six months after deactivation, it is still possible to restore your account if it was accidentally or wrongfully deactivated, including re-associating your comments and messages or posts to your profile. After six months, we permanently delete your account from our systems, except that your anonymized comments and message board posts will remain on the Services.

We may suspend or terminate your account or cease providing you with all or part of TheoReads services at any time and for any reason we deem appropriate. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.

When you include a Story on TheoReads, you may choose to give us the exclusive right to digitally sell and distribute your Story while it is part of TheoReads. During this period of exclusivity, you cannot sell, distribute, or give anyone else the right to sell or distribute your Story (or a Story or other content that is substantially similar) in digital format in any territory where you have rights. Print editions, audiobooks, and live readings are not restricted by this exclusivity term at this time.

Once you publish a Story as an exclusive story on TheoReads, your Story will be exclusive to TheoReads for a minimum of six (6) consecutive months in order to qualify for the exclusive royalty rate (currently 70% of list price). This higher royalty rate begins on day one of exclusivity and continues only while the Story remains exclusive. The 70% rate ends automatically when the exclusivity term ends unless renewed for an additional term.

The 6-month exclusivity obligation is a standalone commitment that survives termination of this Agreement, unpublishing, or any change in the Story's publication status on the Platform. If you terminate this Agreement, unpublish a Story, or revert it to draft status during the exclusivity period, your exclusivity obligations continue through the remainder of the original 6-month term. The exclusivity clock does not pause, reset, or toll for any reason.

If exclusivity is broken before the 6-month period is complete:

• Royalty rate will revert to the standard non-exclusive rate (currently 35%) effective from the date of breach.
• Any overpayments made at the exclusive rate after the breach date may be deducted from future royalty payments.
• Authors who break exclusivity may be ineligible for future exclusive royalty programs at TheoReads' discretion.

If you do not comply with this Agreement, or we determine that borrows, downloads, or reads of your Story originated from accounts attempting to manipulate our services, then we will not owe you Royalties for your Story. We may offset any such Royalties that were previously paid against future Royalties, or require you to remit them to us. We may also withhold your Royalty payments on all your Stories while we investigate. This does not limit other remedies we have, such as prohibiting your future participation as a TheoReads author or user. You must have an active TheoReads account to be eligible to receive Royalties.

You may not, during the term of this Agreement and for 12 months following termination, directly or indirectly solicit, recruit, hire, or engage any TheoReads employee, contractor, or consultant for marketing, promotion, or other professional engagement in romance, erotica, or related genres outside of their TheoReads role. For TheoReads employees or contractors who are authors in their own right, written permission from TheoReads must be obtained before entering into any co-writing agreement in these genres. We support all authors, including those who work at Theo Reads in any capacity.

Relationships between authors and TheoReads personnel exist because of the Platform and may not be redirected to benefit competing platforms or outside projects without TheoReads' prior written consent.

Notwithstanding anything to the contrary contained herein, TheoReads and TheoReads affiliates shall not be liable to you for any direct, indirect, special, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatsoever, or any loss or profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses which are in any way related to TheoReads or the terms in the Agreement, regardless of legal theory (including, without limitation, contract, tort, personal injury, property damage, negligence, warranty, or strict liability), whether or not TheoReads has been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purposes. If you are dissatisfied with the TheoReads Platform, or with any of this Agreement, or feel TheoReads has breached these terms, your sole and exclusive remedy is to discontinue using TheoReads. This limitation of liability is part of the basis of the bargain between us.

Without limiting the foregoing, you expressly waive and release TheoReads, its officers, directors, employees, affiliates, subcontractors and assigns, from any claims or damages of any kind arising out of or in any way connected to the use of TheoReads, including, without limitation, any fraud; data, content, intellectual property, or other proprietary material loss; disclosure of personal information; damages caused by malicious software or other technologically harmful material; any inaccurate information or objectionable conduct on TheoReads; the availability of any works; any offensive, indecent, objectionable, obscene, or unlawful content; any alleged violation of your right of privacy or publicity; infringement of your intellectual property by third parties; and any other breach of the Agreement by you, of any nature whatsoever, or other breaches beyond our control, regardless of legal theory, including, without limitation, contract, tort, negligence, warranty, or strict liability.

By using the Platform, you acknowledge that by voluntarily using features that allow you to publish your content and data (to other Users, the public, or third-party platforms like YouTube for marketing or promotion purposes), you may lose control over the distribution of that content. While publishing does not automatically place your content in the public domain, it may be accessible to others in ways that cannot be reversed or controlled.

If you are a resident of the State of California, you hereby acknowledge and agree that you fully understand, and waive California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Your sole and exclusive remedy for dissatisfaction with TheoReads is to stop using TheoReads. The limitations in this section will apply even if any limited remedy fails its essential purpose. The allocation of risk between TheoReads and you is an essential element of the basis of the bargain between TheoReads and you. Notwithstanding anything to the contrary herein, if any part of this limitation of liability is found to be invalid or unenforceable for any reason, TheoReads' aggregate liability arising out of a breach of these terms and/or your use of the TheoReads Platform will not exceed, in the aggregate amount for all claims, one thousand dollars ($1,000.00 USD).

TheoReads will not be liable to you for any failure or delay in performing 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, floods, storms, explosions, acts of God, war, terrorism, and labor conditions.

The United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of Delaware, USA, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and TheoReads relating to this Agreement or the Platform.

Any alleged claim or cause of action you may have with respect to your use of the TheoReads Platform must be commenced within one (1) year after the alleged claim or cause of action arises. All rights and remedies are cumulative and shall in no way affect any remedy available to either party under equity or law. You agree that any violation of the breach of this Agreement by you will result in irreparable harm to TheoReads that monetary damages may be inadequate, and you hereby agree that TheoReads shall be entitled to seek injunctive relief.

You and TheoReads agree that any dispute, claim, or controversy between you and TheoReads arising in connection with or relating in any way to this Agreement or to your relationship with TheoReads (whether based on contract, tort, fraud, misrepresentation, or any other legal theory, and regardless if the claims arise during or after the termination of the Terms) will be determined by mandatory binding arbitration. Notwithstanding the foregoing, arbitration may be waived by the mutual written agreement of the parties. In the event this mandatory arbitration provision is invalidated, in whole or in part, by an authority of competent jurisdiction, the parties agree that the exclusive jurisdiction and venue for any such dispute, claim, or controversy related to this Agreement shall be exclusively governed by the choice of law provisions contained in section 20 herein.

Any arbitration between you and TheoReads will take place under arbitration rules of the American Arbitration Association ("AAA") then in force (the "AAA Rules"), as modified by the arbitration provisions herein, and the Federal Arbitration Act governs the interpretation and enforcement of these arbitration policies. The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org. You and TheoReads agree that the arbitrator shall have the power to rule on any objections with respect to the existence, scope, or validity of the arbitration provisions contained herein or to the arbitrability of any claim or counterclaim. The arbitrator must follow these terms and has the power to award the same damages and relief as a court could award (including reasonable attorney fees, as and when specified herein), except that the arbitrator may not award you any declaratory or injunctive relief, unless otherwise explicitly permitted herein. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

A party who intends to seek arbitration must first send a written notice of the dispute to the other by certified mail, or in the event that you have an email address on file as part of your Account, by electronic mail ("Arbitration Notice") to parneet@theoreads.com. The Arbitration Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. Each party hereto agrees to use good faith efforts to resolve the claim directly, but if we are unable to reach an agreement to do so within thirty (30) days after the Arbitration Notice is received, you or TheoReads may commence an arbitration proceeding.

Notwithstanding the foregoing, the mandatory arbitration referred to herein shall not apply to users:

• outside the United States; and
• provided an arbiter or court (if applicable) decides that applicable law precludes enforcement of any of arbitration provisions herein to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, in accordance with all choice of law provisions contained herein.

Nothing herein shall be deemed to preclude you from bringing issues to the attention of federal, state, or local agencies.

We sometimes release products and features that we are still testing and evaluating. We will mark these products with the words "beta," "preview," "early access," or "evaluation" (or with words or phrases with similar meanings). If you decide to use them, please remember that they may not be as reliable or as thoroughly tested as our other products. To improve and evaluate these products, we will log and analyze information about how you use and interact with them.

AI tools have been used since the 2010s, including personalized product recommendations, customer service and chatbots, and data analysis. We leverage assistive AI (i.e. not generative AI) for various use cases, including the author-editor tool that allows authors to write blurbs. Our AI tools are trained using legally obtained and publicly available data, and we strictly adhere to all relevant data protection and copyright laws.

Third-Party Crawling/Scraping Opt-Out: We employ technical measures to prevent unauthorized scraping or crawling of our content.

Authors may report any copyright infringements through our dedicated Copyright Infringement & DMCA Portal. Upon receiving a report, we will acknowledge receipt within 24 hours and investigate the claim within three business days unless the volume of notices prevents timely action.

Authenticity of Content: At Theo Reads, we value authentic storytelling that reflects the creativity, passion, and individuality of our authors. To maintain the integrity of our platform, we require that all submitted works adhere to the following guidelines:

• Original Content: All submissions must be original works created by the author. Plagiarism, including content lifted from other books, websites, or media, is strictly prohibited.
• No Unauthorized AI Content: Submissions generated entirely or predominantly by artificial intelligence tools are not permitted. Authors must disclose the use of AI in any part of their creative process.

We consider AI-generated writing to be content primarily produced by AI-writing software with minimal or no edits, revisions, fact-checking, or enhancements. This definition does not extend to AI tools used for outlining, verifying facts, checking spelling, or correcting grammar. If you use AI tools more extensively for writing (i.e. beyond brainstorming, grammar checks, or limited edits), you must:

• Declare this in your submission, including on the first page of your story.
• Ensure that the final work reflects your unique voice and creativity.

Failure to disclose the use of AI tools may result in rejection or removal of the book from our platform.

To safeguard our platform, we may:

• Use AI detection tools to assess submissions for compliance.
• Conduct manual reviews of flagged content.
• Request additional writing samples or clarifications from authors if necessary.
• Hold all Stories to a high standard of quality.

More details on this and the appeal process may be found in our Content Guidelines.

This Agreement may not be amended, except in writing signed by both parties or as provided in section 2 above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement.

The following obligations survive termination of this Agreement for the periods stated:

Termination of this Agreement does not relieve you of obligations that accrued or were triggered during the term.

The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Any TheoReads affiliate may join as a party to this Agreement and will notify you if it does.

The joining TheoReads affiliate will be entitled to exercise the rights you grant under this Agreement. Each TheoReads party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other TheoReads parties. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) TheoReads may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the sale of all or substantially all of your assets, but you must give TheoReads written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement.

To be effective, any notice given by a party under this Agreement must be in writing and delivered:

• if by a TheoReads party, via email, via a posting on the website, or via a message through your account, or
• if by you to TheoReads, via email to parneet@theoreads.com. Notices will be effective and deemed received on the date transmitted or posted.

If you have any questions, concerns, or comments about this Agreement, you may contact us at parneet@theoreads.com.