Last Updated: Jan 8, 2025This agreement changed on the date listed above. See an explanation of the changes at the end of this document.Campfire Self-Publishing Terms and ConditionsThis agreement (this "Agreement") is a binding agreement between the individual or the entity identified in your Campfire Publishing ("CP") account ("you"or "Publisher") and Campfire Technology LLC, a Connecticut limited liability company (“Campfire”, “we”, “us” or “our”).This Agreement provides the terms and conditions of your participation in the CP self-publication and distribution program (the "Program") and the distribution and sale of each bundle of digital content created by you through the Program (all such content, a “Digital Project" or “Digital Projects”) and the distribution and sale through the Program of print content in the form of physical books of a Digital Project created by you (all such content, a “Print Book”or “Print Books” and, together with the corresponding Digital Project, each a “Project” and collectively “Projects”), and consists of:
the terms set forth below;
all rules and policies for participating in the Program provided on the CP website at www.campfirewriting.com/learn/campfire-content-guidelines, the terms of which are incorporated by reference as if fully set forth herein (collectively, the “Program Policies”);
the Terms of Service, the terms of which are incorporated by reference as if fully set forth herein (collectively, the “Campfire Terms of Service”); and
the Privacy Policy, the terms of which are incorporated by reference as if fully set forth herein (collectively, the “Privacy Policy”).
SECTION 1 – AGREEMENT ACCEPTANCEYou accept this Agreement and agree to be bound by its terms by either (a) clicking “Agree” or “Accept” when prompted or (b) by using the Program, or any part of it. If you do not accept the terms of this Agreement, 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 has the power and authority to bind Publisher to the terms of this Agreement.SECTION 2 – AGREEMENT AMENDMENT2.1 Amendments. Campfire may modify this Agreement, or any term, conditions or policies forming any part thereof, at any time in its sole discretion. We will give you notice of any changes to this Agreement by posting the new or revised Agreement to our website with a revision date indicated at the top or by sending an email to you at the email address then registered with us for your Program account (the date when such changes are posted on our website or on which we notify you via email, whichever occurs first, will be referred to as the “Notice Date”). You agree that it is your responsibility to check our website periodically for updates. Here are the rules for when changes to this Agreement will be effective and binding upon you:2.2 Changes to Agreement Terms Other than Those in Sections 5.4.1 (Royalties) and Section 6 (Grant of Rights and Ownership). Changes to terms of this Agreement other than those contained in Section 5.4.1 (Royalties) and Section 6 (Grant of Rights and Ownership) will be effective on the Notice Date, unless we otherwise provide at the time the changes are notified to you per Section 2.1. 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 Projects from further distribution through the Program and terminate your use of the Program.2.3 Changes to the Terms of Sections 5.4.1 (Royalties) and Section 6 (Grant of Rights and Ownership). Changes to terms of this Agreement contained in Sections 5.4.1 (Royalties) and Section 6 (Grant of Rights and Ownership) will be effective and binding upon you on the date occurring thirty (30) days after the Notice Date or the date upon which you accept the changes, whichever occurs first. You accept the changes by either clicking “Agree” or “Accept” when prompted or by using the Program to make additional Projects available through the Program. Changes to the terms of Section 5.4.1 and Section 6 will only apply prospectively with respect to Projects sold after the date upon which changes to the terms of this Agreement became effective and binding upon you, as described above. If you do not accept the changes, you must withdraw your Projects from further distribution through the Program and terminate your use of the Program prior to the date occurring thirty (30) days after the date upon which the changes were posted to the website. Note that we may make acceptance of changes to this Agreement a condition to your continued use of the Program.SECTION 3 – TERM AND TERMINATIONThe term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you of any termination of this Agreement or your access to your Program account. You are entitled to terminate this Agreement at any time by providing us notice of termination. Upon any termination of this Agreement, whether by you or by us, we will cease selling your Digital Projects and on-demand printings of your Print Books within five (5) business days from the date that notice of termination is delivered, subject to the following caveats and exceptions. We may continue to sell any physical inventory of your Print Books that we possess. Following any termination of this Agreement or suspension of your Program account, we may fulfill any customer orders for your Projects that were pending as of the date of termination or suspension. In addition, in order to service customers who have already purchased one or more of your Digital Projects or components thereof prior to any termination of this Agreement or suspension of your Program account, we may continue to maintain digital copies of such Digital Projects in order to provide continuing access to or re-downloads of such Digital Projects or components thereof, as well as digital copies of such Digital Projects, to such customers, provided that such continuing access is not in violation of any legal mandate applicable to us. We will delete all archival or other copies of your Digital Projects at such time as we reasonably determine we have no continuing obligation to our customers to provide continuing access to your Digital Projects or any component thereof. All rights to Digital Projects or components thereof acquired by customers will survive termination of this Agreement.SECTION 4 – ACCOUNT ELIGIBILITY AND REGISTRATION4.1 Eligibility. You must have an active Program account to participate in the Program. You must be at least eighteen (18) years old or the legal age of majority in your place of residence to use the Program. You represent to us that you are at least eighteen (18) years old or the legal age of majority where you reside, whichever is older, and that you have the capacity and ability to form a legally binding contract. A parent or guardian of a minor can open a CP account on behalf of the minor and be the Publisher of the minor’s Projects. If Publisher is a legal entity, the individual that signs this Agreement, signs it on behalf of the legal entity under the express warranty and guarantee to Campfire that they are authorized to do so and are able to bind Publisher to this Agreement, in which event “you” and “Publisher” shall instead be deemed to be the legal entity.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 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 when you provide it, and you must ensure that it at all times remains accurate, complete, and valid as long as you use the Program. We may require you to provide additional information to verify the information you have provided about your business or your identity as a condition for your continued participation in the Program, or before we start or continue making royalty payments to you. You authorize us to make, directly or through any third party, any inquiries we consider necessary to validate information that you provide to us, including checking commercial databases and utilizing any other verification processes. We may disclose your legal name and contact information in accordance with the terms of our Privacy Policy, including to comply with law or protect the rights of Campfire, our users, or others, regardless of what you enter as your author name. You may maintain only one Program 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 also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.4.3 Account Security. You are solely responsible for: (i) keeping your account username and password confidential and secure; (ii) preventing unauthorized access to your account; and (iii) keeping current the e-mail address associated with your account. You are fully responsible for all activities that occur under your account, regardless of whether you have authorized those activities. You are responsible and may be held liable for losses incurred by Campfire due to any such activities. You shall not permit any third party to use the Program through your account and you shall not use the account of any third party to access the Program. Your acceptance of this Agreement includes and is on behalf of any other party who uses the Program under or in connection with your account, such as an employee or contractor. You agree to immediately notify Campfire of any unauthorized use of your username, password or account.SECTION 5 - DIGITAL PROJECT AND PRINT BOOK DISTRIBUTION RIGHTS5.1 Delivery, Rejection, Acceptance and Withdrawal of Projects.5.1.1 Delivery of Projects. You may provide us with a Digital Project or Print Book for distribution and sale through the Program. All Digital Projects and Print Books shall be provided by you at your own expense. For each Digital Project, you must separate the Digital Project into one or more, but not more than three (3), separate, distinct and identifiable bundles of digital content to be sold through the Program (each such separate bundle of digital content within a Digital Project, a “Project Tier”). You must deliver your Project to us using the tools that we may make available to you for content editing and formatting. When using our tools, we recommend that you back up your Project by storing copies on your computer or other personal device. We are not liable to you or any third party if you are unable to access your Project due to the failure, unavailability or modification of such tools. We are not required to return to you any electronic files, physical content or media that 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. At the time when you submit any content to us in respect of a Project, you must ensure that all content complies with this Agreement, including our Program Policies and the Campfire Terms of Service. If you discover that any Project that you have submitted to us does not comply with our Program Policies, you must immediately withdraw the Project pursuant to Section 5.1.4 of this Agreement, after which you may revise and republish the Project in a form that complies with the Program Policies. 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 a Project is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission. We reserve the right to remove from the Program any Projects that you have provided to us in our sole discretion, for any reason or no reason, including, without limitation failure of any Project or Publisher to comply with the terms and conditions of this Agreement, the Program Policies or the Campfire Terms of Service. In addition, we are entitled to remove or modify the metadata and product description, information or images you make available for your Projects for any reason, including if we determine that it does not comply with our content requirements or Program Policies. We may also remove all or any part of your Project’s cover art for any reason, including if we determine that it does not comply with our content requirements or Program Policies. You may not include in any Project any advertisements or other content that is primarily intended to advertise or promote products or services.5.1.3 Rejection/Acceptance Policy. We are entitled to determine what content we accept and distribute through the Program in our sole discretion. We have the right to reject any content provided by you in our sole discretion. If we request that you provide additional information relating to any of your Projects, such as information confirming that you have all rights required to permit our distribution of the Project, 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 distribution of the Projects and the accuracy of the information or documentation you provide to us with respect to those rights.5.1.4 Project Withdrawal. You may withdraw your Digital Projects from further sale and your Print Books from further on-demand printing in the Program at any time upon ten (10) business days’ advance written notice sent by you to us or by following the then current Program procedures for Project withdrawal or unpublishing on the Campfire website. You may not, however, withdraw one or more Project Tiers of a Digital Project unless you withdraw the entire Digital Project, including all of its Project Tiers. We may fulfill any customer orders completed through the date the Projects are available for sale and we may continue to sell any inventory we have of Print Books. All withdrawals of Projects will apply prospectively only and not with respect to any customers who purchased the Projects prior to the date of removal.5.1.5 Reformatting. We may, in our discretion, reformat your Digital Project to make it compatible with the Program Policies. You acknowledge that certain unintentional errors may occur in the process of our reformatting of your Project. If any such errors do occur, you may withdraw the affected Project 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 Project file as you deliver it to us. Publisher is not authorized to independently sell or distribute Campfire-generated reformats of your Project outside of the Campfire website or the Campfire distribution network without first receiving written permission from Campfire. You acknowledge that if you violate this covenant, you may forfeit any accrued earnings at Campfire and your account may be deleted without notification.5.2 Marketing and Promotion; Reviews.5.2.1 Marketing and Promotion. We may choose to determine all marketing and promotions related to the sale of your Projects through the Program and you agree that we may use (and allow our contractors and agents to use) content from your Project in any and all marketing, promotional or packaging materials for any software, website, or device through which your Project is made available or accessible, directly or through multiple channels of distribution, in any media now known or later developed, without further need for permission from you, and without further royalties or payments to you. Campfire may make each Project available in one or more formats as the Publisher may choose. Campfire may distribute or cause to be distributed free of charge to some employees of Campfire copies of each Project in any format for purposes of testing the electronic distribution of such Project in such format. Campfire may also distribute or cause to be distributed free of charge copies of each Project to any individual or entity Campfire deems to contribute to the promotion of one or more of your Projects, including but not limited to content creators, book reviewers and authors. Campfire reserves the right to market and promote your Projects by making chapters or portions of your Projects available to prospective customers without charge, and by permitting prospective customers to see excerpts of your Projects in response to search queries, provided that not more than five percent (5%) of the Project’s total content or the Project’s first chapter, whichever is larger, shall be made available to prospective customers without charge. Notwithstanding the foregoing, you acknowledge and agree that we have no obligation to market, distribute, or offer for sale any Project, or to continue to market, distribute or sell a Project after we have commenced doing so. We will not owe you any fees or royalties for any of the foregoing marketing or promotional efforts.5.2.2 Reviews. We reserve the right to take any action with respect to your account in accordance with this Agreement, including but not limited to, the removal of any review that violates the Program Policies.5.2.3 Customer Data. Campfire will have sole ownership and control of all data obtained from customers and prospective customers in connection with the distribution of your Project on the CP website.5.3 Pricing.5.3.1 Providing Your List Price. When you submit a Project to us, you must provide a separate list price (the “List Price”) for each component of the Project as follows. The available List Prices are set forth on the Pricing Pages. You must provide a single List Price for each Print Book. You must provide a separate List Price for each Project Tier of the Digital Project. Each Project Tier of the Digital Project will be made available for purchase in the Program. Each List Price that you provide to us for Print Books and Project Tiers of Digital Projects will be exclusive of any applicable value added, goods and services or similar taxes (“VAT”) that are included within the actual purchase price to be paid by a customer for a Project. Each List Price you provide to us must comply with the requirements on the Digital Project Pricing Page (available at www.campfirewriting.com/digital-project-pricing) (as amended from time to time, the “Digital Project Pricing Page”) and the Print Book Pricing Page (available at www.campfirewriting.com/print-book-pricing) (as amended from time to time, the “Print Book Pricing Page” and, collectively with the Digital Project Pricing Page, the “Pricing Pages”), the terms and conditions of which are hereby incorporated by reference into this Agreement as if fully set forth herein. You may change your List Price through the CP website, and your change will be effective within ten (10) business days thereafter. In addition, you must adjust the List Price periodically as required to ensure that the List Price remains in compliance with the requirements in our Pricing Pages. We reserve the right to modify or add other requirements for List Prices on our Pricing Pages, which your Projects must meet to be accepted and remain available for sale or distribution on the Program.5.3.2 Currency Conversion. We may sell your Projects using multiple currencies. When we do, we may, in our sole discretion, convert the List Price you submitted to us into other currencies (each, a "Sale Currency") at an exchange rate we determine in our sole discretion. We may periodically update the converted List Price to reflect current exchange rates. If the converted List Price does not meet the requirements of our Pricing Pages for the particular Sale Currency, your List Price will be converted so that it is in compliance with such requirements for that Sale Currency as specified in our Program Policies.5.3.3 Customer Prices. To the extent not prohibited by applicable laws, we have sole and complete discretion to set the retail customer price at which your Projects are sold through the Program, which, in accordance with applicable laws of certain marketplaces, may be inclusive of the applicable VAT (the “Customer Price”). We are solely responsible for processing payments, payment collection, requests for refunds and related customer service in respect of all Projects.5.4 Royalties and Payments.5.4.1 Royalties. Provided that you are not in breach of your obligations under this Agreement, for each Print Book or Project Tier of a Digital Project that is sold to a customer through the Program for which Campfire has received the proceeds of such sale from the customer, Campfire will pay to you the applicable royalty set forth on the Digital Project Pricing Page or Print Book Pricing Page, 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 set forth herein, and, in the case of Print Books, net of all associated printing costs (the “Print Costs”) per each Print Book, as fully detailed in the Print Book Pricing Page. For purposes of royalty calculations, the converted List Price in the Sale Currency as described in Section 5.3.3 above will be your List Price when we offer and sell your Project in the Sale Currency.5.4.2 Method and Timing of Payment. You are required to create and maintain an account with Stripe pursuant to the Stripe Recipient Agreement (available at: https://stripe.com/connect-account/legal/recipient) in order to receive royalties on your Projects. All payments from Campfire to Publisher will be made electronically to the Publisher’s Stripe account, which shall be included as part of the Publisher’s account information. If you fail to provide information with respect to your Stripe account or if the information you provide is incomplete or inaccurate, we will not be obligated to make royalty payments to you until we determine that the information with respect to your Stripe account has been provided or updated accordingly. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees. No later than the date occurring thirty (30) days after (1) a customer has purchased one of your Projects, (2) Campfire has received the proceeds of such purchase, and (3) the purchased Project Tier(s) or Print Book(s) have been made available to the customer, the royalties due to you in respect of such purchase shall become available for payout to you (“Available for Payout”). On the 28th day of each calendar month, provided that the balance of all funds in Publisher’s account that are Available for Payout equals or exceeds the minimum payout amount for your country as determined by Stripe (details at: https://docs.stripe.com/payouts#minimum-payout-amounts), all such funds that are Available for Payout shall be paid to the Publisher pursuant to the payment method that the Publisher has configured in the Publisher’s Stripe account.5.4.3 Payment Currencies. If you change your payment currency, the change will be effective on the first day of the following calendar month (unless we make an earlier period available). If we pay you in a currency other than the Sale Currency, we will convert the royalties due from the Sale Currency to the payment currency at an exchange rate we determine, which will be inclusive of all fees and charges for the conversion.5.4.4 Refunds, 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 to the customer, we may offset the amount of the royalty previously paid to you for the sale against future royalties due to you, 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 Projects available through the Program or in the case of any other dispute regarding Publisher’s right to make a Project available for sale through the Program, we reserve the right, in our sole discretion, to hold all royalties due to you until we reasonably determine the validity of the third party claim or we are otherwise satisfied that Publisher has the requisite rights to make the Project available for sale through the Program. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties to us or our Program Policies or any other term or condition of this Agreement with regard to a Project, we will not owe you royalties for that Project and we may offset any of those royalties that were previously paid to you against future royalties due to you, or require you to remit them to us.
Upon any termination of this Agreement, we may withhold all royalties due to you for a period of three (3) 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 have breached your representations and warranties or our Program Policies or any other term or condition of this Agreement, 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.
If we determine in our sole discretion that deceptive, fraudulent, or illegal activity has occurred with respect to any of your Projects or your Program account, we may permanently withhold payments to you, and we may offset any payments previously paid to you against future payments due to you or require you to remit them to us. We will use these funds to offset the costs of Campfire’s enforcement efforts and/or to compensate third parties harmed by deceptive, fraudulent, or illegal conduct.
5.4.5 Taxes. Campfire is responsible for collecting and remitting to the appropriate governmental authority all taxes imposed upon its sale of Projects to its customers. You are responsible for any income or other taxes due and payable which arise from payments made by Campfire to you by Campfire pursuant to this Agreement. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. Campfire reserves the right, however, to deduct or withhold from amounts due from Campfire to you pursuant to this Agreement all applicable taxes, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.5.4.6 Disputes. In the event of a claim or any actual, alleged or suspected breach by you of any of your representations, warranties, covenants or obligations set forth in this Agreement, Campfire is entitled to withhold and suspend payment of royalties to you until such time that Campfire determines such royalties are not related to any actual, alleged or suspected breach by you of any of your representations, warranties, covenants or obligations set forth in this Agreement.SECTION 6 - GRANT OF RIGHTS AND OWNERSHIP6.1 Grant of Rights and License. You hereby grant to Campfire and each of its affiliates and designees a nonexclusive, worldwide, irrevocable right and license to digitally publish, display, use, distribute, copy, market, sell, transmit electronically and print (on-demand and in anticipation of customer demand) all Projects that you have submitted to us, in all formats you choose to make available through CP by all distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store Projects on one or more computer facilities, and reformat, convert and encode Projects, including without limitation any text, information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material contained therein into a format suitable for the sale, distribution, marketing, display and promotion of such Project hereunder; (b) display, market, transmit, distribute, sell, license and otherwise make available all or any portion of Projects through the Campfire website or online point of presence through which any products available for sale on the Campfire website is syndicated, offered, merchandised, advertised or described, for customers and prospective customers to download, access, copy and paste, print, email, annotate and/or view online and offline, including on portable devices; (c) permit customers to "store" Digital Projects that they have purchased from us on servers ("Virtual Storage") and to access and re-download such Digital Projects 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 Projects (with such modifications as are necessary to optimize their viewing), and (ii) portions of Projects, in each case solely for the purposes of marketing, soliciting and selling them; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata and product description, information or images that you make available in connection with Projects; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Projects as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display). In addition, you agree that we may permit our affiliates and independent contractors, and our affiliates' independent contractors, to exercise the rights that you grant to us in this Agreement.6.2 Ownership of Intellectual Property Rights. Subject to the authorizations and licenses you have granted to us pursuant to 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 Projects. Campfire has no obligation to inquire regarding copyright ownership of Projects that you provide to us. You are solely responsible for filing any copyright notices for your Projects with any governmental authorities and for placing any copyright notices directly within the Project. If you submit a Project to us for which you do not own the copyright, you must identify the owner of the copyright to the Project at the time of submission and, at Campfire’s request, confirm in writing that you have the right to publish the Project and promptly provide to Campfire reasonable evidence of such adequate and enforceable rights. We retain all ownership rights in and to all intellectual property rights and all other rights and interests in and to the Program, the Campfire website, all related websites, services, applications, tools, content and any materials we use or provide to you for use relating to your Project (such as a generic cover image used for your Project if you do not provide one), which intellectual property rights include, without limitation, all rights arising or in respect of the following: (i) business names, trade names, registered and unregistered trademarks and service marks, logos and slogans; (ii) patents; (iii) copyrights, copyright registrations, writings, and other copyrightable works of authorship, including computer programs, databases and documentation therefor; and (iv) proprietary and non-publish business information, including trade secrets, know-how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, formulate, technical data, drawings, specifications, research and development information and other proprietary and non-public information. In addition, and without limitation of the foregoing, we retain sole ownership and control of all data obtained from customers and prospective customers in connection with the Program. 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 Projects will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to Campfire or any of its affiliates in connection with the Program or Campfire generally ("Feedback"), Campfire and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by Campfire or any of its affiliates, including, without limitation, any trademarks or trade names or any of the intellectual property described above, and you shall not use any of the foregoing without our prior express written permission. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.6.3 Rights Clearances and Rights Dispute Resolution. If you believe that your work has been copied or displayed on our website in a way that constitutes copyright infringement or otherwise violates your intellectual property rights, please contact us and provide us with the following in writing: (i) identification of what is claimed to have been infringed; (ii) identification of what is claimed to be infringing; (iii) your contact information (or the contact information of the person we need to contact about the infringement); (iv) a statement that the person submitting the complaint is doing so with a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or the law; (v) a statement that the information provided is accurate, and under penalty of perjury; (vi) a physical or electronic signature of the person submitting the complaint; and (vii) if that person is not the owner of the content at issue, a statement that the person submitting the complaint is authorized to act on the owner’s behalf. Following receipt of any such notice and verification of your claim, we will remove the applicable Project from future sale through the Program, as your sole and exclusive remedy.SECTION 7 - REPRESENTATIONS AND WARRANTIESYou 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) either you own the copyright to the Project or, prior to you or your designee's delivery of any Project to us, you shall have obtained all rights that are necessary to permit the distribution, display and sale of the Project on the Program and, if necessary, shall have paid for any and all clearances and licenses with respect to the Projects, without any further payment obligation by us, including, without limitation, all royalties and other income that may be due to any copyright owner of the Project; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in any Project 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 Projects delivered under the Program comply with the technical delivery specifications provided by us; (e) you will not upload, post, submit, email, transmit or otherwise make available through the Program anything that: (i) contains falsehoods or misrepresentations that could damage Campfire or any third party; (ii) is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) disseminates or transmits any worms, viruses or other harmful, disruptive or destructive files, code or programs; (iv) impersonates another person without their consent; (v) you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vi) otherwise violate this Agreement; (f) you will ensure that all Projects delivered under the Program comply with the technical and physical deliver specifications provided by us; and (g) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Project 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.SECTION 8 - INDEMNIFICATIONTo the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Campfire, its parents, subsidiaries, affiliates, distributors, licensees, partners and their respective officers, directors, managers, employees, subcontractors, agents and assigns (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any claims, losses, liabilities, damages, actions, causes of action, judgments, settlements, costs and expenses (including reasonable attorneys' fees and costs) (each a “Claim” and collectively the “Claims”) brought by any person that arise from any breach or alleged breach of your representations, warranties or obligations set forth in this Agreement. Each Indemnified Party will be entitled, at such Indemnified Party’s expense, to participate in the defense and settlement of the Claim with counsel of such Indemnified Party’s own choosing. You shall not enter into any settlement or other disposition of any Claim without the prior written consent of the applicable Indemnified Parties. Your duty to indemnify under this Section will be independent from your other obligations under this Agreement and shall survive any termination of this Agreement.SECTION 9 - CONFIDENTIALITYExcept with our express prior written consent, you shall not: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) use or disclose any Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; (c) use Confidential Information for any purpose other than the performance of this Agreement; or (d) make copies or allow others to make copies of Confidential Information except as is reasonably necessary for your internal business purposes. If you are required or requested to disclose Confidential Information to a third-party in connection with any ongoing civil or criminal investigation or any legal proceeding, you must promptly give us written notification so that we may, if we choose, seek an appropriate protective order or take other appropriate steps to seek to limit or prevent such disclosure. You may however disclose Confidential Information only 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 Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. "Confidential Information" means (1) any information regarding Campfire, its affiliates, owners, officers, managers, members and their respective 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 Projects or other information we provide or make available to you in connection with the Program. The 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 Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section will survive five (5) years following any termination of this Agreement.SECTION 10 - DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITYTHE PROGRAM IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE WILL NOT 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 ROYALTIES DUE AND PAYABLE BY CAMPFIRE 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 CAMPFIRE CANNOT ENSURE THAT PROJECTS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE RULES CAMPFIRE MAY MAKE APPLICABLE IN CONNECTION WITH USE OF PROJECTS, AND CAMPFIRE 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. CAMPFIRE RELIES ON COMPLEX SYSTEMS AND PROCESSES. 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.SECTION 11 - FORCE MAJEURECampfire 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.SECTION 12 - GENERAL LEGAL PROVISIONS12.1 Applicable Law, Jurisdiction and Venue. This Agreement and any dispute of any sort that might arise between you and Campfire relating to this Agreement or the Program shall be construed under and governed by the internal laws of the State of Connecticut, USA, without regard to principles of conflict of laws, and the applicable federal laws of the United States. You hereby irrevocably consent to and waive any objection to the exclusive jurisdiction and venue of the federal and state courts located in Hartford County in the State of Connecticut with respect to any claim, suit or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.12.2 Severability. 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.12.3 No Agency, Joint Venture; Independent Contractors. No agency, partnership, joint venture or other joint relationship is created by this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement.12.4 No Waiver. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the provision.12.5 Successors and Assigns. 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) Campfire 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 Campfire 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.12.6 Entire Agreement. 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.12.7 Notices. 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 as follows: (i) if by Campfire to you, by sending an email to you at the email address then registered with us for your Program account, via a posting on the Program website or via a message through your Program account, and (ii) if by you to Campfire Technology LLC, via an email to jlouro@campfiretechnology.com. Notices will be effective and deemed received on the date transmitted or posted.12.8 Survival. Notwithstanding any termination of this Agreement, the following Sections and subsections of this Agreement will survive any termination of this Agreement: Section 1 (Agreement Acceptance), Section 3 (Term and Termination), Section 5.4 (Royalties and Payments), Section 6 (Grant of Rights and Ownership), Section 7 (Representations and Warranties), Section 8 (Indemnification), Section 9 (Confidentiality), Section 10 (Disclaimer of Warranties, Limitation of Liability), Section 11 (Force Majeure) and Section 12 (General Legal Provisions).IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year upon which the Publisher first approved this Agreement.Recent Changes to the AgreementOn the date listed at the top of this Agreement, we updated Section 5.4.2 and the Digital Project Pricing page. Please read these in their entirety.