Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") form a legally binding agreement between you ("Client," "you") and Desverso LLC, a limited liability company organised under the laws of the State of Washington, trading as Book to Shelf ("Company," "we," "us," "our").

These Terms govern your access to and use of our website, your engagement of our services, and every proposal, statement of work, order form or invoice we issue to you (each an "SOW").

If you enter into these Terms on behalf of a company, partnership, trust or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

You must be at least eighteen (18) years of age and legally capable of forming a binding contract to engage our services.

2. Definitions

• "Deliverables" means the manuscripts, edits, designs, files, artwork, reports and other materials we produce and deliver to you under an SOW.
• "Client Materials" means any manuscript, draft, notes, recordings, images, data, trademarks or other content you supply to us.
• "Company Materials" means our pre-existing and independently developed property, including templates, style guides, processes, methodologies, software, tools, internal frameworks and know-how, together with any improvements to them.
• "Third-Party Materials" means anything licensed from or provided by a third party, including stock imagery, fonts, software, printing services and distribution platforms.
• "Services" means the work described in an applicable SOW.

3. Services, Scope and SOWs

We provide book writing, ghostwriting, editing, proofreading, design, formatting, publishing setup, translation, audiobook production, marketing and related services, as described in the applicable SOW.

The SOW controls the scope. Only the work expressly described in a signed or accepted SOW is included. Anything not expressly listed is excluded. Website descriptions, proposals, marketing material and conversations are illustrative and do not form part of the agreed scope.

In the event of conflict, the order of precedence is: (1) a signed SOW or master services agreement; (2) these Terms; (3) any other document.

3.1 Changes to Scope

Any request beyond the agreed scope — including additional word count, further revision rounds, new formats, changes of direction after approval, or restarting completed work — constitutes a change order, requires our written agreement, and will be charged at our then-current rates. We are not obliged to accept a change order.

3.2 Subcontracting

We may perform the Services ourselves or through employees, freelancers, subcontractors or affiliates of our choosing. We remain responsible to you for the Services regardless.

4. Client Obligations and Warranties

You agree to provide materials, feedback, approvals and information promptly and in a usable format. Our timelines assume your cooperation.

You represent, warrant and covenant that:

1. You own or have obtained all rights, licences, consents and permissions necessary for us to use the Client Materials for the purposes of the Services;
2. The Client Materials are original to you and do not infringe, misappropriate or violate any copyright, trademark, patent, trade secret, right of publicity or privacy, moral right or other right of any person;
3. The Client Materials are not defamatory, libellous, obscene, harassing, fraudulent, or unlawful, and do not contain material that is false or misleading;
4. Any factual assertions, biographical details, quotations, statistics, testimonials, endorsements and third-party references in the Client Materials are accurate and properly authorised;
5. You have obtained written consent from any living person identified, depicted or described in a manner that could give rise to a claim;
6. You will comply with all applicable laws in your use, publication, distribution and marketing of the Deliverables, including consumer protection, advertising, disclosure and platform rules;
7. You are not subject to any sanctions, and will not use the Services in any embargoed jurisdiction or in breach of export control laws.

5. Intellectual Property and Ownership

5.1 Ownership on Full Payment

Conditional upon our receipt of all sums due and cleared, and subject to the reservations below, we assign to you, on final payment, our right, title and interest in the final Deliverables prepared specifically for you under the SOW.

Until full payment is received and cleared, we retain all right, title and interest in the Deliverables. Any use of the Deliverables before full payment is unlicensed and constitutes copyright infringement.

5.2 What We Retain

We retain exclusive ownership of all Company Materials. Nothing in these Terms transfers ownership of our templates, processes, methodologies, tools, know-how, or any general skills, techniques or experience acquired in performing the Services. To the extent any Company Materials are embedded in a Deliverable, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use them solely as part of that Deliverable, with no right to extract, sublicense or resell them separately.

5.3 Working Files and Drafts

Unless expressly stated in the SOW, ownership extends to the final Deliverables only. Intermediate drafts, working files, layered source files, rejected concepts and internal notes remain our property and are not deliverable.

5.4 Third-Party Materials

Deliverables may incorporate Third-Party Materials supplied under licence. Those materials are licensed, not sold, and your use is subject to the applicable third-party licence terms. We do not and cannot assign ownership of Third-Party Materials. You are responsible for any licence renewal, extended usage or additional licence fees arising from your use.

5.5 Portfolio and Promotional Rights

Except where the SOW provides otherwise in writing, we reserve a perpetual, worldwide, royalty-free right to display non-confidential Deliverables and your business name and logo in our portfolio, case studies, website and marketing materials. For ghostwriting engagements, we will not identify you as a client without your written consent.

6. Ghostwriting and Authorship

Where the Services include ghostwriting, the following applies in addition to Section 5.

• You are the sole credited author of the finished work. We claim no authorship credit and, to the fullest extent permitted by law, waive any moral rights in the Deliverables.
• We will not disclose our involvement in your project without your written consent.
• You are solely responsible for the content, accuracy, claims and consequences of any work published under your name, irrespective of who drafted it.
• Our writers draft from the information, direction and source materials you supply. We do not independently investigate, corroborate or fact-check that material.
• You accept full editorial responsibility upon your approval of a draft.

7. Fees, Payment and Chargebacks

7.1 Fees and Deposits

Fees are as stated in the SOW and are quoted in United States Dollars, exclusive of taxes, duties and third-party costs. A non-refundable deposit is payable before work begins. Work commences only once the deposit has cleared.

7.2 Milestones and Instalments

Where fees are payable in instalments, each instalment is due on the schedule stated in the SOW, irrespective of your review pace or availability. Delay on your side does not defer payment.

7.3 Late Payment

Invoices are payable within the period stated on the invoice, and in the absence of a stated period, within seven (7) days. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. We may suspend all work, withhold Deliverables, and revoke any licence granted, without liability, while any amount is overdue.

7.4 Costs of Collection

You are responsible for all reasonable costs of collecting overdue amounts, including collection agency fees, court costs and reasonable attorneys' fees.

7.5 Third-Party Costs

Advertising spend, printing, ISBN registration, distribution fees, stock licences, narration fees, platform charges and similar third-party costs are your responsibility and are non-refundable once committed, whether paid by you directly or advanced by us.

7.6 Chargebacks

8. Revisions, Approval and Delay

8.1 Revisions

The number and nature of revision rounds are as stated in the SOW. Revisions mean refinement of work within the agreed scope and direction. They do not include changes of direction, new concepts, restarting approved stages, or work arising from information you failed to provide.

8.2 Deemed Approval

Where you do not provide written feedback within ten (10) business days of delivery of any draft or stage, that stage is deemed approved and the project advances. Revisions requested after deemed approval are chargeable as a change order.

8.3 Client Delay and Dormant Projects

Timelines are estimates and depend on your timely input. Where a project is dormant for sixty (60) days due to your inaction, we may treat it as suspended and charge a reactivation fee, or terminate it under Section 13 with fees for work performed remaining payable. Deposits and instalments are not refundable on account of your delay.

9. No Guarantee of Results

You acknowledge that you have not relied on any representation as to results in deciding to engage us, and that no employee, contractor or agent of ours has authority to make such a guarantee.

10. Third-Party Platforms and Services

Publication, printing, distribution and advertising occur through third-party platforms that we neither own nor control. We are not responsible for:

• Any platform's decision to reject, delay, suspend, remove, re-categorise or restrict your title, account, advertisement or listing;
• Changes to platform terms, algorithms, royalty rates, category structures or advertising policies;
• Printing defects, shipping delays, stock availability, or the quality of third-party production;
• Platform outages, data loss, pricing errors or reporting inaccuracies;
• Account suspensions arising from your conduct or content.

Where we operate a platform account on your behalf, we act on your instructions and at your risk. You remain the account holder and are responsible for compliance with that platform's terms.

11. Confidentiality

Each party shall keep confidential the other's non-public information disclosed in connection with the Services and use it solely for the purposes of performing or receiving the Services.

We treat unpublished manuscripts and project details as confidential. We may disclose confidential information to employees, contractors and subcontractors who need it to perform the Services and who are bound by confidentiality obligations, and where required by law, regulation or court order.

Confidentiality does not extend to information that is or becomes public through no breach by the receiving party, was lawfully known before disclosure, is independently developed, or is lawfully obtained from a third party.

12. Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of certain warranties. Where such law applies, the above exclusions apply to the maximum extent permitted, and nothing in these Terms limits any warranty or right that cannot lawfully be limited.

13. Limitation of Liability

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited. Where applicable law does not permit the exclusion or limitation of certain damages, our liability is limited to the smallest amount permitted by that law.

13.1 Time Limit on Claims

Any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, or the shortest period permitted by applicable law if longer. Claims brought after that period are permanently barred.

14. Indemnification

You agree to defend, indemnify and hold harmless Desverso LLC, its members, officers, employees, contractors, subcontractors, agents and affiliates from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. The Client Materials, or any content published under your name;
2. Your breach of these Terms or of any representation or warranty you have given;
3. Any allegation that the Client Materials or Deliverables, as used, modified or published by you, infringe or misappropriate any third-party right;
4. Any claim of defamation, invasion of privacy, right of publicity, false light, or emotional distress arising from the content;
5. Your use, publication, distribution, marketing or sale of the Deliverables;
6. Your violation of any applicable law, regulation or platform policy;
7. Any dispute between you and a third party, including co-authors, agents, publishers, collaborators or persons depicted in the work.

We reserve the right, at your expense, to assume exclusive defence and control of any matter subject to indemnification, in which case you agree to cooperate fully. You may not settle any matter in a way that imposes obligation or admission on us without our prior written consent.

15. Suspension and Termination

We may suspend or terminate the Services immediately, without liability, if you: fail to pay any amount when due; breach these Terms; provide materials that are unlawful or that we reasonably believe infringe third-party rights; initiate a chargeback; or behave abusively toward our personnel.

You may terminate an engagement by written notice, subject to the Refund Policy. On termination for any reason: all fees for work performed to the date of termination become immediately due; deposits remain non-refundable; licences and assignments not yet vested do not vest; and we may retain Deliverables until outstanding amounts are paid.

Sections concerning intellectual property, payment, confidentiality, disclaimers, limitation of liability, indemnification and dispute resolution survive termination.

16. Dispute Resolution, Arbitration and Class Waiver

16.1 Informal Resolution First

Before commencing any formal proceeding, you agree to contact us in writing at legal@booktoshelf.com with a description of the dispute and the relief sought, and to negotiate in good faith for at least thirty (30) days. Most matters are resolved at this stage.

16.2 Binding Arbitration

16.3 Class Action and Jury Waiver

16.4 Exceptions

Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, without first proceeding to arbitration.

16.5 Governing Law and Venue

These Terms are governed by the laws of the State of Washington, without regard to conflict of law principles. Subject to the arbitration provisions, the state and federal courts located in King County, Washington have exclusive jurisdiction, and you consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. General Provisions

17.1 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, utility or internet failure, cyber-attack, government action, or third-party platform failure.

17.2 Independent Contractor

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship.

17.3 No Professional Advice

We are not a law firm, accountancy practice or financial adviser. Nothing we provide constitutes legal, tax, accounting, financial or investment advice. You should obtain independent professional advice on publishing contracts, rights, taxation and any regulated subject matter in your book.

17.4 Non-Solicitation

During the engagement and for twelve (12) months afterwards, you agree not to directly solicit for employment or engagement any writer, editor, designer or contractor introduced to you through us, without our prior written consent.

17.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition or sale of assets.

17.6 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions continue in full force.

17.7 No Waiver

Our failure or delay in enforcing any provision is not a waiver of that or any other provision.

17.8 Entire Agreement

These Terms, together with the applicable SOW, Refund Policy and Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations, whether oral or written.

17.9 Changes to These Terms

We may update these Terms from time to time. Changes take effect when posted with a revised effective date. Material changes will not apply retroactively to work already contracted. Continued use of our website or Services after changes are posted constitutes acceptance.

17.10 Notices

Notices to us must be sent to the address and email in the Contact section. Notices to you may be sent to the email address you provided and are deemed received on the day sent.

17.11 Electronic Communications and Signatures

You consent to transact electronically. Electronic signatures, approvals by email, and acceptance of an SOW by conduct or payment have the same legal effect as a handwritten signature.

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