Quill & Courier, LLC – Print and Distribution Agreement

v1.3 Effective Date: 07/14/2026

1. Acceptance of Terms

By creating a publisher account with Quill & Courier, LLC (hereinafter, the “Company”), you hereby acknowledge that you have read, understood, and agreed to be bound by the terms and conditions set forth in this Print and Distribution Agreement (“Agreement”). Continued use of the Company's platform and services constitutes your ongoing acceptance of any modifications or amendments hereto.

2. Content Ownership and Responsibility

The Publisher affirms, represents, and warrants that:

They are the sole and exclusive owner, or authorized licensee, of all rights to the content submitted;
The content does not infringe upon any copyright, trademark, trade secret, or other proprietary rights of any third party;
The content is not plagiarized and is either original or lawfully licensed;
The Publisher shall be solely responsible for the legality, accuracy, and consequences of the content;
The Publisher is the rightful owner of the International Standard Book Number (ISBN) associated with each submitted title, and such ISBN has not been assigned by another publishing entity or distributor that retains ownership thereof.

The Company reserves the right, in its sole discretion and subject to these Terms, to remove or reject any content at any time. Unless otherwise stated, such decisions may be made with or without cause, notice, or explanation, provided they are made in good faith and not for any unlawful or discriminatory purpose. Where feasible, the Company shall endeavor to provide a brief explanation for content removal decisions, unless doing so would compromise platform integrity, violate applicable law, or expose the Company to liability.

3. Royalties and Payment Terms

Royalty disbursements are typically made for sales occurring two calendar months prior, ensuring sufficient time for order delivery, refund eligibility clearance, and financial reconciliation. For example, sales from January are processed in March. Funds typically arrive approximately forty (40) to fifty (50) days after the end of the sales month, though disbursement may be delayed due to accounting cycles, third-party processing, or other operational factors.

For titles offered for preorder, a preorder sale shall be deemed to occur on the title's publication date rather than the date on which the order is placed. Royalties for preorder sales shall be disbursed in accordance with the standard payment schedule described above, measured from the publication month rather than the order month, regardless of when during the preorder window the order was placed. For example, preorders for a title released in June are processed with June sales. No royalties for preorder sales shall be disbursed prior to the title's release. Preorders cancelled or refunded prior to disbursement shall accrue no royalty.

Where an order is refunded in full or cancelled prior to disbursement, no royalty shall accrue on that order. Where an individual unit is returned and refunded, no royalty shall accrue on that unit. Partial refunds, credits, or other price adjustments issued by the Company as a customer-service accommodation shall be absorbed by the Company and shall not reduce the Publisher's royalty.

Once royalty calculations are finalized, payouts are initiated via Stripe Connect. Funds generally arrive within seven (7) business days after the payout is initiated, subject to Stripe's disbursement schedule, banking holidays, and operational capacity. In months with fewer calendar days (e.g., February), funds may land on the 1st or 2nd of the following month due to settlement timing. The Company is not liable for payout delays, settlement errors, or banking hold periods caused by Stripe or its financial partners.

All payments shall be made via direct deposit to the bank account designated in the Publisher's Stripe Tax Profile. The Company does not issue payments via check, wire transfer, or any alternative method.

For Publishers located outside the United States, royalty payments are initiated in U.S. dollars (USD) and converted to the Publisher's local currency by Stripe at the time of transfer. The exchange rate applied includes Stripe's standard currency conversion fee, which is absorbed by the Publisher. As a result, the final amount received may be slightly less than what a "pure" exchange rate would yield. The Company is not responsible for fluctuations in exchange rates or conversion fees imposed by Stripe or its financial partners.

Royalty estimates displayed on the Book Details page are based on net revenue after deduction of applicable print costs, distribution fees, service fees, shipping costs, processing fees, and taxes. These estimates are provided for informational purposes only. Royalty amounts shall be determined based on the Company's internal accounting records and may be subject to adjustment in the event of a material discrepancy.

Payouts are facilitated through Stripe Connect. If Stripe requires additional legal, tax, or identity documentation, payouts may be paused until such information is submitted and verified. Stripe may notify you via email or prompt you within your Stripe-hosted dashboard, accessible through your Publisher Page. The Company is not responsible for communicating Stripe's requirements. You are solely responsible for monitoring your Stripe dashboard and ensuring all verification steps are completed. Royalty payments will resume only once Stripe confirms that payouts are enabled for your account.

For purposes of this Agreement, “net revenue” shall mean gross receipts from sales less print costs, distribution fees, service fees, shipping costs, processing fees, and applicable taxes.

In the event of overpayment or underpayment due to Stripe or reporting errors, the Company reserves the right to adjust future royalty payments accordingly. The Publisher acknowledges that Stripe Connect is a third-party service and agrees that the Company shall not be liable for delays or discrepancies caused by Stripe's reporting or disbursement systems.

In the event a material discrepancy is identified in reported sales or royalty data, the Company shall investigate and, if warranted, make appropriate adjustments to future payouts.

The Company may, at its sole discretion, offer temporary promotional discounts or sales on books listed through its platform or affiliated channels. Unless the Publisher has expressly opted into a promotion that modifies their royalty rate, any reduction in revenue resulting from such promotions shall be absorbed by the Company and shall not reduce the Publisher's royalty.

The Publisher may set a wholesale discount for each title, which directly impacts the royalty received on wholesale transactions. It is the Publisher's sole responsibility to ensure that the combination of retail price and wholesale discount results in a positive royalty after applicable deductions. The Company may implement safeguards to prevent pricing configurations that would result in negative royalties; however, final responsibility for pricing remains with the Publisher.

The Publisher may place bulk orders for their own titles through the platform. Such orders shall be invoiced separately and shall not be processed through the standard e-commerce checkout. Invoices shall include applicable taxes and shipping fees and must be paid electronically in full prior to fulfillment. Bulk orders are subject to invoicing terms provided at the time of order, and the Company reserves the right to withhold fulfillment until payment is received in full.

Minimum Payout Threshold

Royalties may be disbursed when the total amount due to the Publisher exceeds ten U.S. dollars (USD $10.00). If the Publisher's accrued royalties do not meet this threshold, the balance will be carried forward to the next payment cycle. Royalties under this threshold are typically held until the minimum is reached; however, the Company may, at its discretion, issue early payouts as a courtesy.

4. Pricing and Service Modifications

The Company reserves the right to modify pricing, fees, royalty structures, or service terms at any time. Continued use of the platform following such modifications shall constitute acceptance of the revised terms.

5. Limitation of Liability and Indemnification

To the fullest extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the printing, distribution, or use of the Publisher's content.

The Publisher agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:

Any breach of this Agreement;
Any third-party claim that the Publisher's content infringes intellectual property or other rights;
Any legal or regulatory action related to the Publisher's content.

6. Print Quality Policy; Warranty and Liability

6.1 Incorporation of the Print Quality & Replacement Policy

The Company's Print Quality & Replacement Policy (the “Policy”), as amended from time to time, is incorporated into and forms part of this Agreement. By placing an order, the Publisher agrees to the Policy. The Policy governs what defects are covered, the manufacturing tolerances that apply, how and when to file a claim and the evidence required, the handling of shipping loss and damage, and order cancellation. In the event of a conflict between this Section and the Policy, this Section controls.

6.2 Limited Warranty

The Company warrants that, at the time of shipment, each printed product will materially conform to the specifications of the confirmed order and be free from material defects in manufacturing workmanship, subject to the manufacturing tolerances stated in the Policy. This is a limited warranty, not a guarantee that any product will be free from all variation or imperfection; the Publisher's sole and exclusive remedy for a product that does not meet this warranty is the remedy stated in Section 6.3. This warranty does not apply to any nonconformity, error, or defect arising from (a) files or content supplied by the Publisher; (b) anything visible in a proof the Publisher approved; (c) damage, wear, or alteration occurring after the product leaves the Company's or its carrier's possession; or (d) variance within the stated tolerances.

6.3 Exclusive Remedy

For any printed product that the Company determines to be defective or nonconforming under the limited warranty in Section 6.2, the Publisher's sole and exclusive remedy is replacement of the affected units at no additional charge or, where the Company in its sole discretion determines that replacement is impracticable, a refund of the amount paid for the affected units, in each case as further described in the Policy. This remedy is expressly agreed to be exclusive and in substitution for all other remedies. The Publisher must report claims within the period and following the procedure set out in the Policy; failure to make a conforming claim within that period constitutes irrevocable acceptance of the order and an admission that the products conform to the order in all respects.

6.4 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT PRODUCTS WILL MATCH ON-SCREEN COLOR OR ANY PROOF EXACTLY.

6.5 Limitation of Liability

Without limiting Section 5, and to the fullest extent permitted by law, the Company's total liability arising out of or relating to any order will not exceed the amount paid for the affected products, and the Company will not be liable for any indirect, incidental, special, or consequential damages, including lost profits, lost sales, or missed publication dates. The Publisher may not initiate a chargeback in lieu of following the claims procedure in the Policy.

7. Termination and Content Removal

The Company may suspend or terminate the Publisher's account, or remove submitted content, at its sole discretion, subject to these Terms. Unless otherwise stated, such decisions may be made with or without cause, notice, or explanation, provided they are made in good faith and not for any unlawful or discriminatory purpose. Termination shall not relieve the Publisher of any obligations incurred prior to the effective date of termination.

The Publisher acknowledges that content removal, even after publication, may be necessary to protect the Company's reputation, comply with legal requirements, or maintain platform standards.

Termination requested by the Publisher shall take effect within thirty (30) days of receipt, during which time the Company may complete any pending transactions, reporting, or administrative actions. Any unpaid royalties shall be disbursed in the next scheduled payment cycle. The Company shall retain sufficient records to ensure that any royalties earned prior to termination are disbursed in accordance with the standard payment schedule.

In the event of account termination, the Company shall retain sufficient records to ensure that any royalties earned prior to termination are disbursed in accordance with the standard payment schedule.

8. Sales, Distribution, and Promotional Rights

By submitting content to the Company, the Publisher grants Quill & Courier, LLC a non-exclusive, worldwide license to:

Print, distribute, and sell the content through the platform and affiliated sales channels. This license is royalty-bearing.
Promote, advertise, or market the content for the purpose of generating sales or increasing visibility, including the use of metadata, cover images, and brief excerpts in promotional materials, newsletters, or online listings. This license is royalty-free.

The Publisher retains full ownership of all intellectual property rights and may distribute the content through other channels unless otherwise agreed in writing.

Certain distribution channels, including the Quill & Courier e-commerce store and physical bookstores, are required for distribution. While these channels are required when distribution is enabled because they are integral to the service model, the Company retains sole discretion to determine whether a submitted title meets the criteria for distribution. The Publisher retains the right to unpublish a title at any time, which shall result in its removal from all distribution channels within a commercially reasonable timeframe.

9. Data Privacy and Third-Party Sharing

The Company respects the Publisher's privacy and is committed to protecting personal and business information. The Company does not sell, rent, or otherwise disclose personal data to third parties except as required by law, court order, or legal process. Limited data may be shared with trusted third-party service providers solely as necessary to operate the platform and fulfill services.

10. Dispute Resolution: Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware, unless otherwise agreed in writing by both parties, and shall be governed by the Federal Arbitration Act. Each party shall bear its own legal costs, unless the arbitrator determines otherwise. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.

The Publisher agrees to resolve any disputes with the Company on an individual basis and expressly waives any right to participate in a class action, class arbitration, or representative proceeding.

11. Prohibited Content

The Company is committed to maintaining a professional and ethical publishing and distribution environment. The following categories of content are strictly prohibited and may result in immediate removal, account suspension, or termination. This list is illustrative and not exhaustive; the Company reserves the right to reject or remove any content that, in its sole judgment, is harmful, exploitative, illegal, or otherwise inconsistent with the Company's standards, whether or not such content is specifically enumerated below.

Illegal or Harmful Depictions

Content that exploits, sexualizes, or endangers minors in any way, including any form of child sexual abuse material (CSAM), whether real, fictional, illustrated, or implied through "aged-up" character portrayals;
Content depicting sexual activity involving minors, whether explicit or implied;
Content depicting bestiality or sexual activity with animals;
Content that portrays non-consensual sexual acts (including rape or sexual assault) as titillating, erotic, or romantically justified;
Content depicting incestuous relationships in a sexual or romantic context;
Content that violates applicable laws, including but not limited to obscenity laws, privacy rights, or intellectual property rights.

Pornographic or Explicitly Sexual Material

Content whose sole or primary purpose is graphic sexual description without meaningful plot, narrative, romance, or character development;
Titles, cover images, or metadata that are overtly pornographic, including explicit genital references, sexually explicit imagery, or language intended to market the work as pornography;
Content that includes graphic depictions of nudity or sexual activity presented in a manner intended to be pornographic rather than literary or artistic.

Offensive or Exploitative Material

Content that glorifies, fetishizes, or depicts sexual violence as entertainment;
Content that includes images or descriptions of extreme violence, cruelty, or gore, particularly when gratuitous or intended to shock, disturb, or incite harm;
Content that infringes upon the rights of others, including unauthorized use of celebrity likenesses, copyrighted material, or private information.

The Company reserves the right to utilize automated systems, manual review processes, or a combination thereof to evaluate submitted content for compliance with these standards. Such reviews may occur before or after publication and may result in the rejection or removal of content at the Company's sole discretion, subject to these Terms and applied consistently across all users, and provided such decisions are made in good faith and not for any unlawful or discriminatory purpose.

For the avoidance of doubt, the Company does not prohibit mature themes, literary depictions of adult romance, or content intended for adult audiences, provided such content does not fall within the prohibited categories described above. The distinction between permissible mature content and prohibited material shall be determined by the Company in its reasonable discretion.

Content determinations are made by the Company in its capacity as a private platform exercising editorial discretion. Such decisions do not constitute legal findings regarding obscenity, defamation, or any other legal standard.

12. Miscellaneous Provisions

Submission Does Not Guarantee Distribution: Submission of a title does not obligate the Company to print, publish, or distribute it. All titles are subject to review and approval in accordance with the platform's distribution criteria.
Force Majeure: The Company shall not be liable for any failure or delay in performance due to events beyond its reasonable control.
Assignment: The Company may assign or transfer its rights and obligations under this Agreement without restriction. The Publisher may not assign its rights without prior written consent.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Entire Agreement: This Agreement, together with the Privacy Policy and any supplemental terms referenced herein, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or representations, whether written or oral.
Data Retention: Upon account termination, the Company may retain metadata, sales records, and royalty history for legal, tax, and operational purposes.
Privacy Policy: For additional information, refer to the Company's Privacy Policy, which is incorporated herein by reference.
Refund Policy: Fees paid for services that have already been rendered (e.g., ISBN registration, file setup) are non-refundable. If a service is not delivered, a refund may be issued at the sole discretion of the Company, provided such discretion is exercised in good faith. Remedies for defective or damaged printed products are governed by Section 6 (Print Quality Policy; Warranty and Liability) and the Print Quality & Replacement Policy.
Platform Discretion: The Publisher acknowledges that the Company operates a curated publishing platform and retains sole discretion over which titles to print, distribute, or promote, consistent with these Terms.

13. Term and Termination

This Agreement shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by providing written notice. Termination shall not affect any rights or obligations accrued prior to the effective date of termination.

14. Amendments

The Company reserves the right to amend, modify, or revise this Agreement at any time. Any such changes shall be posted on the Company's website. Continued use of the platform following such changes shall constitute acceptance of the revised terms.

15. Governing Language

This Agreement is written in English and shall be interpreted in accordance with the English language. Any translations are provided for convenience only and shall not affect the interpretation of this Agreement.

16. Independent Relationship

Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Each party is acting independently and is solely responsible for its own obligations.

For tax and payment purposes, the Company may report royalty payments to tax authorities as required by law. Stripe Connect may issue 1099 forms directly to Publishers based on applicable thresholds and reporting rules. Publishers are solely responsible for complying with all applicable tax laws in their jurisdiction.

17. Survival

Any provisions of this Agreement that by their nature should survive termination shall remain in effect, including but not limited to indemnification, limitation of liability, royalty obligations, and dispute resolution.

18. Unpublishing Titles

The Publisher may unpublish a title at any time through the platform interface. Upon confirmation, the title will be made unavailable to all distribution channels within a commercially reasonable timeframe (typically up to 30 business days). Unpublishing is irreversible. If the Publisher wishes to make the title available for sale again, it must be submitted as a new book with a new ISBN. Any pending sales or orders placed prior to unpublishing will be fulfilled.