- Modification of the Agreement. Quill Shift reserves the right, in our sole discretion and for any or no reason, to modify this Agreement from time to time by posting a revised version with the date of such posting at the bottom of the page. All such changes will be effective immediately upon posting, and each time you use the Site, you agree anew to the terms of this Agreement. Therefore, please review this Agreement regularly. If at any time all of the terms of this Agreement are not acceptable to you, please do not use the Site.
The Site is intended solely for persons who are 13 years of age or older. Any use of or access to the Site by anyone under 13 years old is unauthorized, unlicensed and in violation of this Agreement. Use of the Site is void where prohibited.
These Terms of Service apply to all Users of the Service, including Users who are also contributors of Content on the Service. “Content” includes any text, scripts, graphics, images or other materials which a User posts to the Service. Except where otherwise noted, Content shall also include any Content in the form of a segment of a User’s original work, which, if accepted by Quill Shift Literary Agency, shall be hereinafter referred to as a “Submission”. Quill Shift Literary Agency may accept or reject Content or Submissions in its sole and complete discretion and may appoint other parties to help make those decisions. Any User who contributes a Submission shall be hereinafter referred as an “Author.”
With respect to Content posted on the Service, you hereby agree to the following:
As a User of the Service, you may submit Content to the Service for review by Quill Shift Literary Agency, including Submissions and contact form information. All of the Content that you submit shall be your own Content, and you shall be responsible for any consequences arising out of submitting your Content on the Service.
You warrant and represent that you own or have secured all rights and licenses necessary to submit the Content to the Service.
You understand and agree that submitting Content to the Service is not a substitute for formally registering the copyright in the underlying work.
Quill Shift Literary Agency LLC provides the Service to raise money (“Sums”) to develop and test writers of children’s and young adult fiction and provide readers with the opportunity to crowd-select material for publication.
A separate fundraising campaign (each a “Crowdfunding Campaign”) will be created for Submissions that are accepted by Quill Shift Literary Agency.
Quill Shift Literary Agency will select a crowdfunding floor (the “Crowdfunding Floor”) appropriate to the genre and age range of the accepted Submission. The Crowdfunding Floor must be reached within 45 days after the Submission is uploaded to the Service (the “Crowdfunding Period”). However, a Crowdfunding Campaign may continue to raise Sums in excess of its Goal until the end of the Crowdfunding Period. No additional Sums can be raised after the end of the Crowdfunding Period.
Once a Crowdfunding Campaign is on the Site, it must run through the entire Crowdfunding Period.
Users who pledge Sums are “Shifters”.
The Sums raised by Crowdfunding Campaign will only be distributed to the Author if they exceed $500, or such greater amount as designated by the Author (the “Minimum Threshold”).
At the end of the Crowdfunding Period, if Sums are due to Author, Quill Shift Literary Agency LLC will contact the Author and request that they provide their information for payment.
Shifters will be charged within 24 hours of their pledge. Contributions are nonrefundable. Quill Shift Literary Agency LLC may refund your contribution if your contribution was accidentally made twice or if the campaign has not met its Minimum Threshold to cover the cost of disbursement.
Sums raised shall be collected through Braintree and paid to Author within fifteen days of the Author providing their information as set forth above.
Quill Shift Literary Agency LLC retains 65% on all Sums raised on its platform after third party credit card processing fees are assessed by Braintree. These amounts will be deducted from the Sums raised before a check is issued to the Author. Because of occasional failures of payments from Supporters, Quill Shift Literary Agency LLC cannot guarantee the full receipt of the amount pledged minus fees.
Any pledge of Sums may be subject to verification of the identity of the Shifter and/or Author. Quill Shift Literary Agency LLC reserves the right to reject any pledge of Sums, or to elect not to distribute Sums raised, in its sole discretion.
Quill Shift Literary Agency LLC reserves the right to reject or suspend any Crowdfunding Campaign at any time, in its sole discretion.
Quill Shift Literary Agency LLC has no obligation to remove any Crowdfunding Campaign from the Service, even after a Crowdfunding Campaign is complete.
Shifters may pledge Sums to any Crowdfunding Campaign during its Crowdfunding Period, in any amount, according to the following terms:
Shifters may contribute to as many Crowdfunding Campaigns as they wish, but contributing Sums does not give Shifters any rights in or to the work, including without limitation any ownership, control, or distribution rights. The Author shall retain its rights in and to the work.
Shifters must provide their payment information at the time they pledge to a Crowdfunding Campaign. The payment will be collected within 24 hours of submission to the Site.
Shifters agree to have sufficient funds or credit available when they submit their payment information to ensure that their pledge will be collectible.
Quill Shift Literary Agency LLC has no obligation to refund any Sums to you, for any reason.
Quill Shift Literary Agency LLC makes no representations regarding the deductability of any Sums for tax purposes. Please consult your tax advisor for more information.
Authors shall have the following obligations with regard to the Sums:
Authors agree that the Sums raised may only be used in connection with the promotion and publication of the Book for which the Crowdfunding Campaign was initiated.
Authors should not take any action in reliance on having the Sums pledged until such time as they receive a check from Quill Shift Literary Agency LLC in the amount of the Sums raised, minus applicable fees and withholdings.
Authors may help Quill Shift Literary Agency LLC provide “Incentives” (such as prizes or copies of the Book) to Shifters to encourage them to contribute Sums, so long as such Incentives are lawful under all applicable laws, including without limitation state and federal securities laws, and otherwise complies with the terms and conditions set forth herein. It shall be the sole obligation of the Author to fulfill any representations made regarding the provision of Incentives.
Author agrees to indemnify, defend, and hold Quill Shift Literary Agency LLC harmless from any liability for an Author’s mismanagement of Sums, or an Author’s failure to use Sums toward the publication of its Book, or an Author’s failure to provide refunds, or an Author’s failure to provide Incentives.
Authors shall have full responsibility for applicable taxes for all Sums paid to them under these Terms of Service, and agree to indemnify, defend and hold Quill Shift Literary Agency harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of, withholding taxes imposed on Quill Shift Literary Agency by the relevant taxing authorizes with respect to any Sums paid to you.
Ownership and License of Intellectual Property
All words, images, graphics, code and software, photographs, audio and video clips, scripts, links, interactive features and other material used on or incorporated into the Site (collectively, the “Quill Shift Content”), and the arrangement or integration of all such Quill Shift Content, is the protected property of Quill Shift, is licensed to Quill Shift by third parties, or is used pursuant to applicable copyright law. Please assume that all material on or accessible through the Site is protected by copyright, trademark or other intellectual property law, and do not use Quill Shift Content except as expressly permitted in this Agreement or by separate agreement with the Quill Shift Content owner. For the avoidance of doubt, Submissions are not Quill Shift Content.
Quill Shift owns all right, title and interest (including worldwide copyright) in and to the Site and any compilation, collective work or other derivative work created by Quill Shift using or incorporating Quill Shift Content. Other than as expressly set forth in this Agreement or without our prior written approval, you may not, directly or indirectly:
- copy, download, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part; or
- use any of the trademarks, trade names or logos that appear on the Site; or
- make commercial or other unauthorized use by publication, re-transmission, distribution, performance, caching, or otherwise, of material obtained through the Site, including, without limitation, the Quill Shift Content; or
- delete or alter any Quill Shift Content; or
- post, upload, transmit or submit any unsolicited advertising, promotional materials, junk mail, spam, chain letters, or other solicitations; or
- disrupt, overwhelm, attack, modify, reverse engineer or interfere with the Site or its associated software, hardware and/or servers in any way; or
- use automated means, such as scrapers, bots or spiders, to collect Quill Shift Content; or
- run or advertise for lotteries, sweepstakes, giveaways or contests; or
- impede or interfere with others’ use of the Site.
Third Party Content and Websites; Products and Services; No Endorsement
Quill Shift respects the intellectual property of others, and we ask that you do the same. The Site may contain references and links to websites that are owned and operated by our advertisers and other third parties. We have no control over, do not endorse and do not make any representations or warranties with respect to any third party sites you may learn about or access via the Site or to any content you may find or access there. Material available on or through third party sites may be protected by copyright and other intellectual property laws of the United States and other countries. The terms of service of those websites, and not the terms of service set forth in this Agreement, govern your use of that material.
If we incorporate information from third party sources into the Site, we will make all reasonable efforts to follow fair use conventions, including giving credit to the source of the information and providing links, when available, to the third party source from which the information was gathered.
The Site may provide links to, and may feature, mention, describe or advertise, certain products and services that may be of interest to you. However, unless we expressly state otherwise, we do not recommend, certify or endorse these or any other products or services in any way, and we are not responsible for the contents of, or any products or services offered on, any third party sites. If you have questions about any product or service you learn about on our Site, please go to the source – namely, the vendor or manufacturer – for additional information.
Notice for Claims of Intellectual Property Violations and Agent for Notice
If you believe in good faith that any material on our Site infringes your copyright, you (or your agent) may send us a notice requesting that we remove or block access to the infringing material. Your notice to us must include the following information:
1. an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
2. identification of the copyrighted work or other intellectual property that you claim has been infringed upon;
3. a description of where the material that you claim is infringing is located on the Site, with sufficient detail that we may find it on the Site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. information, if possible, sufficient to permit Quill Shift to notify the owner/ administrator of the allegedly infringing content; and
7. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the Digital Millennium Copyright Act (the “DMCA”) permits you to send us a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA (see www.loc.gov/copyright). Notices and counter-notices should be sent to our Copyright Agent:
|By mail:||By email:|
|Quill Shift Literary Agency LLC|
c/o Savur & Pellecchia LLP225 Broadway, Suite #2420New York, NY 10007Attn: Jonathan Lyons, Esq.
Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed.
Disclaimer of Warranties; Limitation of Liability
QUILL SHIFT CONTROLS AND OPERATES THE SITE FROM WITHIN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATION THAT CONTENT IS APPROPRIATE OR AUTHORIZED FOR USE IN ALL COUNTRIES, STATES OR OTHER JURISDICTIONS. WHEN YOU ACCESS THE SITE, YOU DO SO ON YOUR OWN INITIATIVE AND RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU IN CONNECTION WITH THE SITE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, WE DO NOT WARRANT THAT THE SITE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU VIA THE SITE, OUR SERVERS, OR E-MAIL SENT FROM US IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
YOU HEREBY RELEASE QUILL SHIFT, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS AND DAMAGES, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED TO YOUR OR ANYONE ELSE’S USE OF THE SITE OR ANY ACT OR OMISSION OF ANY RELEASED PARTY. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES AS FOLLOWS: “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.”
You will indemnify, hold harmless and, at Quill Shift’s option, defend Quill Shift and its affiliates and each of their respective officers, employees, agents, licensees, successors, and assigns from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, by any third party as a result of your breach of any term of this Agreement, your violation of any law or the rights of a third party, or your use of the Site.
No Unlawful or Prohibited Use
Termination; Change in Service
We reserve the right, in our sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time, for any or no reason, without prior notice or liability. We may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or content, without prior notice or liability.
Applicable Law; Disputes
By visiting the Site, you agree that the laws of the State of New York, without regard to the principles of conflict of laws, will govern the terms of this Agreement and any dispute that may arise between you and Quill Shift. Any controversy or claim arising out of or relating to this agreement or any breach thereof shall be settled by arbitration in accordance with the Rules of the American Arbitration Association; The parties select expedited arbitration using one arbitrator, to be a disinterested attorney specializing in entertainment law, as the sole forum for the resolution of any dispute between them. The venue for arbitration shall be New York County, State of New York. The arbitrator may make any interim order, decision, determinations, or award he deems necessary to preserve the status quo until he is able to render a final order, decision, determination or award. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney’s fees.
The section headings in this Agreement are for convenience only and shall not affect in any way the interpretation or understanding of this Agreement or any of the terms and conditions herein.
If any term or provision of this Agreement is held to be invalid or unenforceable, the remaining portions will continue to be valid and will be performed, construed, and enforced to the fullest extent permitted by law, and the invalid or unenforceable term will be deemed amended and limited in accordance with the intent of the parties, as determined from the face of the Agreement, to the extent necessary to permit the maximum enforceability or validation of the term or provision.
No waiver (in whole or in part, express or implied) of any right or remedy provided for in this Agreement shall be understood to waive any other right or remedy. No delay or failure by Quill Shift to exercise any right or remedy shall operate as a waiver thereof.
If you have questions about this Agreement, wish to report any violations, or wish to obtain permission to use Content other than as expressly permitted in this Agreement, please contact us at info(at)quillshift(dot)com.
Last updated as of December 26, 2014
© 2014 Quill Shift Literary Agency LLC – All Rights Reserved.