These Terms of Service (“Terms”) govern your use of our website located at https://charliecreativelab.com/ (“the Site”) and any provision of services or digital goods you may acquire through the site. These Terms form a binding contractual agreement between you, the user of the Site and us, Charlie Creative Lab Ltd (“Charlie”).

These Terms explain Charlie’s obligations to you and your obligations to Charlie in relation to any Services you purchase (or otherwise utilize) through the Site. Please read these Terms carefully. It includes important information about your legal rights, and it covers areas such as automatic renewals, warranty disclaimers, limitations of liability, the resolution of disputes by arbitration, and the waiver of the right to participate in a class action.

For that reason these Terms are important and you should ensure that you read them carefully and contact us with any questions before you use the Site. You can contact us via info@charliecreativelab.com

By accepting these Terms when you sign up for the Services, or by using or accessing the Services, you are (i) agreeing to the terms and conditions of these Terms and that these terms Agreement is enforceable as if it had been signed by you, and (ii) acknowledging that you have read and understood Charlie’s Privacy Policy (“Privacy Policy”) which we may amend from time to time in our discretion. 

By using the Site you acknowledge and agree that you have had sufficient chances to read and understand the Terms and you agree to be bound by them. If you do not agree to the Terms, please do not use the Site and do not access the Services.

The “Effective Date” of these Terms shall be the date that you ordered the Services via the Order Page.

If you are accepting these Terms or using or accessing the Services for an organization, you agree to these Terms on behalf of that organization, and you represent and warrant that you have the authority to do so. The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you are at least 16. If you are under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to these Terms, and they may need to enter into these Terms on your behalf.

Licence to use the Site

1.1 We grant you a non-exclusive, worldwide, non-transferable licence to use the Site in accordance with the terms and conditions set out in this Agreement.

1.2 You may access and use the Site (including any incidental copying that occurs as part of that use) in the normal manner and may also print one copy of any page within the Site for your own personal, non-commercial use.

1.3 You acknowledge and agree that:

-we retain complete editorial control over the Site and may alter, amend or cease the operation of the Site at any time in our sole discretion; and

-the Site will not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes); and

-we may revoke this licence to use the Site at any time without cause on a case by case basis.

Services and Digital Goods

2.1 You may seek to acquire Publishing services and digital products via the Site. You acknowledge that Charlie acts as publishing company and literary agency for Authors and Publishers 

2.2 Charlie offers contractual relationships and distribution services that enable authors and small publishers to distribute their books/audiobooks in multiple and defined distribution channels, and publishing services that are necessary in order to publish a book/audiobook, like cover, editing, proofreading and so on.

Intellectual Property Rights

3.1 Except as explicitly provided for, nothing in these Terms constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we own all intellectual property rights in the Site.

3.2 When you provide us with text, photos, images, audio, video, code or any other materials (collectively, “Your Content”) you grant us (including third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute Your Content for the limited purposes of allowing us to provide, improve, support, promote and protect the Services. 

3.3 Notwithstanding the foregoing, you and your licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to the Your Content, including all intellectual property rights therein, until a specific copyright and royalty share contract is signed between you and Charlie. Charlie has no right or license to use any of Your Content except solely during the Term to the extent necessary to provide the Services.

3.4 You represent and warrant that you own all rights to Your Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license Your Content via the Services and in the manner required by this Agreement. You are responsible for any and all claims related to Your Content. If we use Your Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Website may be protected by others’ intellectual property, trade secrets or other rights. You shall not copy, upload, download or share content unless you have the right to do so.

Copyright Infringement.

4.1 We comply with copyright law and respond to complaints about copyright infringement in accordance with our Privacy Policy. We respect the intellectual property of others. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing.

Confidentiality

5.1 We treat your commercially sensitive and personal information with the utmost confidentiality. Please refer to our privacy policy for further information.

Privacy

6.1 Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully, but note it is not part of this Agreement and can change. You represent and warrant that you are solely responsible when using the Site or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes, without limitation, the collection and processing by you of any personal data, when you use the Site and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on the Site (including, in particular, those which Charlie enables for you at your request as part of the Services, such as to undertake analytics for you (e.g., by entering relevant tracking account information such as Google Analytics UA code)).

6.2 You agree that Charlie may improve the Services through analysis of your use of the Services, and/or analysis of your personal information in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you should explain this in your privacy policy.

Term and Termination

6.1 This Agreement will commence on the Effective Date and continue for the term of one (1) year (the “Initial Term”), unless terminated earlier as provided in this Agreement. Following the Initial Term, this Agreement shall renew automatically for consecutive periods of one (1) year (each “Renewal Term”). If you want to terminate this Agreement at the end of the Initial Term or any Renewal Term, you must provide Charlie  with notice at least thirty (30) days prior to the end of the Term.

6.2 You may terminate this Agreement at any time without cause. If you terminate without cause, you will not be billed for any additional Renewal Term, and the Services will continue until the end of the then-current Initial Term or Renewal Term, as the case may be. If you cancel, you will not receive a refund for any Services already paid for. Charlie  may terminate this Agreement at the end of the Initial Term or any Renewal Term by providing you with notice at least thirty (30) days prior to the end of the Term.

6.3. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event such other Party has committed a material breach of this Agreement that remains uncured for thirty (30) days after such written notice.

6.4 These Terms terminate automatically if, for any reason, Charlie ceases to operate the Site.

6.5 All sections of these Terms that by their nature should survive termination, shall survive termination, including, without limitation.

Fees and Payments

7.1 You agree to pay all fees and taxes for the Services to Charlie or its designated agent via the Order Page (or as otherwise agreed by the Parties in writing) for the Initial Term and each Renewal Term. Charlie may change prices at any time; provided, however, that (a) no price increase shall apply to you during your then-current Initial Term or Renewal Term, as the case may be, and (b) we will notify you of any price increase that would apply to any Renewal Term. All fees are exclusive of, and you are responsible for, applicable federal, state, or local sales, use, excise or other applicable taxes, other than taxes on our net income. You shall pay or reimburse Charlie for any such taxes, and we may add any such taxes to invoices submitted to you. You agree that in the event you do not pay the fees and expenses owed to us for the Services when due, we may take any other steps we deem necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by us in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that at our option we may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

7.2 Fees are payable in advance, or secured by credit card authorizations or Wire transfer, prior to completion and supply of the services. No refund will be available after the payment is processed. A final invoice will be sent via email after completion. We may terminate this agreement immediately if you default on your obligations under this agreement.

7.3 If you pay any fees or expenses due hereunder by credit card and you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge, other than for an amount disputed in good faith, we may automatically terminate this agreement for cause.

Limitation of Liability 

8.1 To the fullest extent permitted by applicable law, in no event will Charlie its affiliates, subcontractors and licensors, and their respective directors, officers, employees and agents be liable with respect to any claims arising out of or related to the services or this agreement for 

(a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; 

(c) any damages related to your access to, use of or inability to access or use parts, some or all of the website or services, including without limitation interruption of use or cessation or modification of any aspect of the services; 

(d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation your content; 

(e) any conduct or content of any end user or third party using the services, including without limitation defamatory, offensive or unlawful conduct or content; or 

(f) any third party services or third party sites accessed via the services. 

These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Charlie has been informed of the possibility of such damage, and even if a remedy set forth in this agreement is found to have failed its essential purpose.

To the fullest extent permitted by applicable law, in no event shall the aggregate liability of Charlie, its affiliates, subcontractors and licensors for all claims arising out of or related to the services and this agreement exceed the greater of (i) five hundred pounds (£500); and (ii) the fees paid by you hereunder in the twelve (12) months immediately preceding the event that gave rise to such claim. The negation and limitation of liabilities set forth above are fundamental elements of the basis of the bargain between Charlie and you. the services would not be provided without such limitations.

Dispute Resolution and Mediation 

9.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement within thirty (30) days of either Party

provides written notice of the Dispute to the other Party.

9.2 If the dispute cannot be resolved by the Parties within such 30-day period, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”)

9.3 The procedure for mediation and consequential provisions relating to mediation are as follows: (a) A neutral adviser or mediator (“the Mediator”) shall be chosen by agreement between the Parties and shall be appropriately qualified to act as a mediator. If the Parties are unable to agree upon a Mediator within 14 days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 14 days from the date of the proposal to appoint a Mediator or within 14 days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator. (b) The Parties shall within 14 days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from CEDR to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be reduced to writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative opinion in writing. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 days of the Mediator being appointed, or in such a longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the Courts.

9.4 You may only resolve disputes with Charlie on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren’t allowed.

Governing Law

10.1 This Agreement (including its existence, formation, operation and termination) and the Services, as well as all disputes and matters arising out of or in connection with this Agreement and the Services (including non-contractual disputes and matters) shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions, and shall be subject to the exclusive jurisdiction of the courts of England and Wales. This means that, if Section 9.1 is found not to apply to you or your claim, you and Charlie  each agree that any judicial proceeding arising out of or in connection with any Dispute must be brought exclusively in the  courts located in London, United Kingdom.

General

11.1 You must not assign, sub licence or otherwise deal in any other way with any of your rights under these Terms.

11.2 If a provision of these Terms are invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

11.3 Each party must at its own expense do everything reasonably necessary to give full effect to this Agreement and the events contemplated by it