Publisher Agreement for CollectionPoint Services

This Publisher Agreement is betweencodeMantra LLC, a corporation located in Pennsylvania U.S.A.  ("codeMantra:) and You ("You"or "Your.") If you have registered for or on behalf of an entity, youare deemed to have accepted this Agreement on behalf of that entity.

This "Agreement" refers to,individually and collectively depending upon the context, this PublisherAgreement and any and all Network Policies and Guidelines as in effect fromtime to time.

In consideration of the mutual covenants andagreements contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties,intending to be legally bound, agree as follows:

1. INTRODUCTION

codeMantra will provide Publisher with the following services (“Services”):

 
  • storage of original and converted files (“Digital Assets”)
  • digital file conversion (“Conversion”)
  • delivery of converted files to selected distributors (“File Delivery”)
  • a customized web interface through which to place and manage these orders. (“CollectionPoint”)
  • archiving of files converted through this service. (“Archival Services”)

In consideration of the mutual promises set forth below,  codeMantra and Publisher hereby agree as follows:

1.1   Grant of Sublicense.  codeMantra hereby grants Publisher the right to access and use CollectionPoint for purposes of uploading, archiving, accessing, organizing and deploying Publisher’s digital content files.

1.2   Effective Date and Prices.  Specificson services to be provided and applicable prices are outlined in Appendix 1. The“Effective Date” on which this agreement commences is the date of receipt by codeMantra of payment by Publisher of the initial deposit invoice outlined in Appendix 1.

1.3   Warranties and Disclaimers.  codeMantra shall perform the  Services using qualified personnel and in accordance with industry standards.  See Appendix 2 for more detail on conversion service standards.

1.4  Publisher Warranties; Indemnification.   Publisher warrants (i) its ownership of the data provided hereunder or that Publisher is otherwise authorized to permit desLibris and codeMantra to perform the  Services requested by Publisher hereunder, and (ii) that the performance of the Services hereunder shall not infringe upon the Intellectual Property Rights or other proprietary right of any third party with respect to the data.  Publisher agrees to indemnify, defend and hold harmless codeMantra from Publisher’s breach of the foregoing representations and warranties.

1.5  Support Services.  Help desk support for the  System shall be available to Publisher 24 hours, 7 days per week.  The required response time shall be one day with respect to requests submitted in the Eastern Standard Time Zone.

2. TERM AND TERMINATION

2.1  Term.  This Agreement shall continue in force for an initial term of one year from the Effective Date unless terminated earlier under the provisions of this Article 2.  The term of this Agreement may be extended upon the mutual written consent of the Parties. Thereafter, the term of this Agreement shall automatically extend for additional one (1) year terms until terminated in accordance with the provisions of this Article 2.

2.2   Termination for Convenience.  Publisher may terminate this Agreement at any time by giving ninety (90) days' prior written notice to codeMantra. Any invoices outstanding as of the date of termination will be payable in full.

2.3   Termination for Cause.  In the event of any material breach of this Agreement, Publisher may terminate this Agreement by giving thirty (30) days' prior written notice to codeMantra; provided,however, that this Agreement shall not terminate if codeMantra has cured the breach prior to the expiration of such thirty (30) day period.

2.4   Return of Materials. In the event of termination of this Agreement for any reason, and upon receipt of payment in full of any outstanding invoices, codeMantra shall deliver to Publisher all  Publisher’s Converted Assets via ftp within 30 days of termination notice or payment receipt, whichever is later.

3.       CONFIDENTIALITY

3.1   Publisher’s Confidential Information.   codeMantra agrees to observe confidentiality with respect to the Confidential Information of Publisher provided to codeMantra hereunder (the “Publisher Confidential Information”);not to disclose, or permit any third party or entity access to, the Publisher Confidential Information (or any portion thereof) without prior written permission of Publisher(except such disclosure or access which is required to perform any obligations under this Agreement); and to insure that any employees, or any third parties who receive access to the Publisher Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Publisher Confidential Information.  Without limiting the foregoing, codeMantra agrees to employ with regard to the Publisher Confidential Information procedures no less restrictive than the strictest procedures used by it to protect its own confidential and proprietary information.  codeMantra may disclose Publisher Confidential Information to the extent required pursuant to any judicial or governmental order, provided that codeMantra gives Publisher sufficient prior notice to contest such order.

4.       LIMITATION OF LIABILITY

4.1   Except for claims relating to infringement of intellectual property rights, in no event shall either party be liable for any lost or anticipated profits, or any special, consequential, incidental or indirect damages, however caused, on any theory of liability, and whether or not such party has been advised of the possibility of such damages.  These limitations are independent of each other and any limited remedy and shall apply notwithstanding any failure of essential purpose of any limited remedy.

4.2   Each party’s liability for damages arising out of this agreement, whether arising in contract, tort (including negligence and strict liability), breach of warranty or any other legal theory, shall be limited to the amount paid by publisher to Gibson hereunder for the  services.  The foregoing limitations do not apply to claims relating to the infringement of intellectual property rights.

5.       GENERAL PROVISIONS

5.1   Independent Contractors.  The relationship of codeMantra and Publisher established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Publisher to create or assume any obligation on behalf of codeMantra for any purpose whatsoever.

5.2    Governing Law and Dispute Resolution.  This agreement  shall be governed by the laws of the Province of Ontario, without reference to conflicts of laws principles.  All disputes arising under or related to this Agreement will be adjudicated exclusively in the Province of Ontario, and each party consents to personal jurisdiction and service of process in Ontario in connection with such disputes.  

5.3   Entire Agreement.  This Agreement shall constitute the entire agreement and understanding of the Parties with respect to the subject matter hereof and shall supersede all prior oral or written understandings and agreements with respect to thereto.  Except as otherwise provided herein, no modification of or amendment to this Agreement shall be effective unless in writing signed by both Parties, and no waiver of any rights under this Agreement shall be effective unless in writing signed by the Party to be charged.

5.4   Notices.  All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand or by facsimile transmission, or upon receipt when sent by overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the Parties at the addresses listed below (or at such other address for a Party as shall be specified by like notice).

Appendix 1
Services and Prices

1. Access to CollectionPoint

CollectionPoint is a web-based system designed to give publishers simple tools to upload metadata and source files to a secure ftp site, order and manage digital conversions and then to deliver those files and metadata to distributors.

CollectionPoint will provide these facilities and services:

 
  1. a branded site and secure work area for Publisher
  2. a Publisher-specific ftp site for the posting of source files
  3. online tools to:
  • order andmanage digital conversions
  • create andedit metadata
  • deliverassets to digital distributors
  • report onall transactions conducted through the system.

In addition, CP clients may avail themselves of access to expertise and advice from codeMantra digital distribution specialists.

System Pricing

A fee of $500/year is required for access to CollectionPoint. For publishers converting more than 10 titles per year, this amount will be recovered in conversion cost savings.

Within 7 days of receipt of the initial fee payment, CM will establish the branded site for Publisher and provide training, support and assistance in the population of the System with metadata and source files.

2. Digital Conversion Pricing and Terms

File conversion services will be provided to CollectionPoint clients at these prices:

Output 
Format

Standard Pricing

CollectionPoint Clients

Per page

Minimum

Per page 

Minimum   

Minimum 
Saving
per title

All formats

$1.65

$495

$1.30

 $400

$95

XML + epub
+ uPDF

$1.40

$400

 $1.15

 $340

$60

XML + epub
+ POD

$1.40

$400

 $1.15

 $340

$60

XML + epub

$1.15

$355

 $1.10

 $315

$40

XML Only

$0.90

$275

 $0.80

 $235

$40

epub Only

$0.65

$180

 $0.55

 $160

$20

uPDF Only

$0.40

$95

 $0.30

 $45

$50

POD Only

$0.40

$95

 $0.30

 $45

$50

Surcharge for conversion from print: $.10/page for destructive scanning and $.25/page for non-destructive.

Source complexity surcharges: In rare cases where there are multi-columnar tables, intensive equations, math/chemical/computer code content or where byte-intensiveness is over 3.5K per page, codeMantra reserves the right to add a surcharge for complexity of source material. codeMantra will advise publishers of any surcharges before accepting/processing orders in these cases.

Blocking Images: Images or objects in a book which are not owned and not regarded as essential to the content may be omitted from thedigital edition. These requests must be made at the time of order, using the Special Instructions field in the online order form.

All prices are quoted and invoiced by codeMantra in Canadian dollars. These prices apply to conversion from  most digital source formats, including PDF, InDesign and Quark.


3. Storage and Delivery Pricing and Terms

CollectionPoint will serve as a repository for any file uploaded by Publisher. However, pricing and conditions will differ based on the following filetype definitions:

File type

Definition

Loading Charge

Storage Charge

Delivery Charge

Source Assets

These are files provided by Publisher which are required for conversion.

No charge

No charge

Not applicable

Converted Assets

These are files produced by codeMantra’s conversion services.

No charge

No charge

$5/title/distributor

Stored Assets

These are files which are not required for conversion but which Publisher wishes to store on CollectionPoint for purposes of ordering deliveries to third parties.

$10/file

$10/file after year 1

$10/file/distrbutor


Process Specifications and Performance Standards

Services rendered under this agreement will be subject to the Process Specifications and Required Performance Standards shown in Appendix 2 subject to additional guarantees provided in this Appendix 1.


For further clarity:

1. XML will be created using codeMantra’s PubXML DTD.

2. ePUB will conform to the version of Epub Check which is current as of the date of the order. Any changes or modifications in the ePUB spec that may be made after the date of the order are not covered. (The current version is v1.2, which can be found at http://code.google.com/p/epubcheck.)

Delivery of Source Materials to codeMantra by Publisher

Digital source files for all titles ordered will be placed on the Publisher’s CollectionPoint site.  Printed books supplied as source files must be delivered at Publisher expense to a Canadian consolidation point. codeMantra will cover further shipping and customs expenses.

Delivery of Converted Files to Publishers and Distributors

Converted files will be lodged on individual Publisher CollectionPoint sites, from which they will be available for download to local systems.  Any distributor-specific versions of converted files (e.g. Amazon epub, Blio PDF) will be named and retained in CollectionPoint.

Invoicing and Payment

Invoices for conversion and delivery will be issued by codeMantra in Canadian dollars based on the price list above and submitted by codeMantra to Publisher on a monthly basis.  Invoices are payable upon receipt. Invoices over 45 days old will be subject to a 5%/month financing charge.

Other Conditions

Changes made by Publishers after receipt of order confirmations may be subject to additional charges.

To minimize the effect of accidental loss, Publisher shall maintain copies of all books,files and data provided.

Any queries addressed by codeMantra or its subcontractor to Publisher which require answers or new material before conversion can be completed, and which are not resolved by Publisher within 45 days from the date of the query will be subject to charge at the regular prices, whether or not the work is completed.

Delivery Warranty

Under the following terms, the Converted Assets  will be delivered in a manner and format acceptable to the following distributors:

  • Kobo

  • Sony

  • Barnes and Noble

  • Amazon Kindle

  • Google eBooks

  • Blio

  • Apple

  • OverDrive

  • Others as specified

codeMantra will maintain current submission templates and requirements from each of these distributors. Any issues preventing acceptability of the converted files by these distributors will be addressed by codeMantra without further charge to Publishers. This warranty is subject to these obligations being met by the Publisher:

      • to provide by lodging on the CollectionPoint site prior to order placement a full set of metadata in conformance with each distributor’s specifications.
      • to establish an account at each distributor and to record distributor site locations and account passwords in the System prior to ordering deliveries.

Claims


Any claims relating to the services performed must be registered on the system by Publisher within 60 days of Publisher’s receipt of access to converted files. Failure to lodge a claim shall constitute a waiver of such claims. 

Appendix 2

Process Specifications and Performance Standards

Process Specifications

For XML output, codeMantra shall process the Source Materials in accordance with the the codeMantra PubXML DTD, which is an extended set of DocBook DTD version 5.1. codeMantra shall use an industry standard XML parser in validating the XML output files against the DTD.

For EPUB output, codeMantra shall adhere to the standard IDPF 2.0 guidelines, including the NCX option for the TOC. Specifically,codeMantra shall:

o       Retain section and chapter breaks, bold and italic formatting, and paragraph alignment in the EPUB files.

o       For poetry books, retain the formatting online breaks of poems in the EPUB files.

o       Link the footnotes/endnotes, if any.

o       Update the copyright pages to change the print ISBN to the eBook ISBN.

o       Crop the tables and equations into images.

o       Use the printed cover or marketing cover of the printed book as the cover image of the EPUB files.

o       Parse/Validate the EPUB files against the EPUB Checker version current at the time of conversion.

codeMantra shall process graphic images, illustrations, graphs, tables, halftones, complex mathematical expressions, and handwritten text with the following image processing specifications:

o       Crop the graphics/non-textual/textual content while maintaining its resolution from the Source Materials.

o       For equations, line art, and charts, captureas PNG. If a photographic image, capture as JPEG format.

o       Capture images at 150 dpi or higher.

o       Illustrations, images, and photos shall be captured as images.

o       Special/Accented characters shall be captured as UTF-8 characters.

o       Non-Roman or Asian characters shall be captured as  UTF-8 characters, with a suitable open-source font embedded if necessary.

o       Tables shall be captured as either text (for simple tables with up to 3 columns on a single page and no merged cells) or image (for complex tables with more than 3 columns) for both XML and EPUB outputs.

o       Mathematical equations shall be captured as either text (for simple equations with characters available on a keyboard) or image (for complex equations with characters that cannot be handled through keyboard characters or entities).

For PDF output, codeMantra shall adhere to the conditions for use in the major search engines and digital library platforms(Google, EBrary, MyiLibrary in particular) and POD vendors (Lightning Source).

There shall be no page layout ingrequired for the PDF output.

For POD PDF output created from hard copy, codeMantra shall process the Source Materials in accordance to the following imaging specifications:

 
  •  Scan to full-page TIFF at 600 dpi, bi-tonal (for text layer). [If page contains full text only, this shall be processed as single-layer page.]
  • Crop and scan the grayscale/colored graphics to TIFF at 300 dpi. [If page contains grayscale/colored images along with the text, this shall be processed as multi-layer page.]
  •  Insert cropped graphic images to the scanned full-page TIFF.
  • Scan the grayscale/colored book cover to TIFF at 300 dpi, 24-bit.
  • Save as PDF Image only.

For POD PDF output created from Quark or InDesign, codeMantra shall process the Source Materials in accordance to the following specifications:

 
  •  Convert Quark to InDesign file to PDF.
  • Append/merge the converted PDF files.
  • Remove crop marks, if any.
  • Retain the image resolution of the PDF file.
  • Save as PDF normal file.

There shall be no proofreading or editorial composition performed.

Deliveries: codeMantra shall deliver completed files to Publisher’s FTP site using the following directory structure and file naming conventions:

Directory Structure

All data shall be delivered in the following directory structure. Deliverables shall be divided into sub-directories for each type of deliverable file.

Print ISBN/ 
eISBN/xml  
eISBN/EPUB      
eISBN/PDF 
eISBN/POD 
the LicenseeBatch directory
the LicenseeXML directory   
theLicenseeEPUB directory
theLicenseePDF directory
the LicenseePOD directory    
             

Filename Convention 

codeMantra shall use Publisher-assigned eISBN as the filename of every file. Publishers are advised to assign format-specific ISBNs, but in cases where the same ISBN applies to multiple formats, file shall be distinguished by extension and the directory name.

XML file:
EPUB file:
PDF file:
POD file: 
the LicenseeeISBN.xml
the LicenseeeISBN.epub
the LicenseeeISBN.pdf
the LicenseeeISBN.pdf

Performance Standards

   
  • codeMantra shall maintain the “data integrity”of the text extracted from the Electronic Source Materials, which shall mean that no errors shall be introduced during processing. Thus, the default accuracy of ninety-nine point nine-nine percent (99.99%) for text/data integrity of text extracted from the Electronic Source Materials shall be applicable.
  • For Print Source Materials, the textual accuracy requirement shall be ninety nine point nine-five percent (99.95%).
  • Error count shall be on a per character basis,which shall be defined as the number of characters in error, characters omitted or characters in excess.
  • For XML/OEB tagging, accuracy shall be ninety-eight percent (98%). Error count shall be defined as the number of tags in error, tags omitted, or tags in excess; provided, however, that tagging error shall be counted as one error regardless of the number of characters in a tag, and a tag pair error shall be counted as one (1) error.
  •  The processed data for XML and EPUB shall beone hundred percent (100%) fully-parsed to zero (0) error.