Welcome Writers!

We are so glad that you've chosen to spend some time with us. 

This Publishing Agreement ("Agreement") is a binding contract between you and QuillFic Inc. ("we", "us", "our"). It contains the rules and restrictions that govern your use of QuillFic's services (referred to below simply as "QuillFic") to post and share your original stories, essays, poems, and other content, such as messages and comments (your content collectively referred to as "Work" and your posting and sharing of your Work referred to as "Publishing"). If you use QuillFic for this purpose, you are a "Writer" and will need to create a Writer account. If you use QuillFic to read or subscribe to content, you are a "Reader" and will need to create a Reader account. If you choose to use the Services as both a Reader and a Writer, you will need separate accounts though you may choose the same email for each account. 

Using the Services in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use the Services. This Agreement includes everything in this document, as well as those in the Terms of Use, Privacy Policy, Content Guidelines and DMCA Policy all other rules and procedures that may be published from time to time by us on QuillFic. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with QuillFic, this Agreement will prevail with respect to its subject matter. 

You must be 18 years of age to use QuillFic. If you're agreeing to this Agreement on behalf of an organization or entity, you must be authorized to agree to this Agreement on that organization or entity's behalf and bind them to this Agreement (in which case, the references to "you" and "your" throughout this document refer to that organization or entity).

Capitalized terms used and not defined in this Agreement have the meaning given to them in the Terms of Use. 

If you don't agree to all of the following, you may not use or access QuillFic in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at [email protected].  

Word of Caution

We cannot stress this enough: if you wish to traditionally publish a Work (more specifically perhaps, a novel), you may want to think twice about posting it on QuillFic (or any other site, for that matter). Publishers generally pay for the privilege of first publication rights. Once you post on QuillFic or any other sites (or self-publish), the work will be considered "published", if not in the legal sense, then in the marketing/economics sense as it has been made available to the public and the first wave of readers that publishers wish to attracted will have had the opportunity to read your work. This means that the work will no longer be marketable/publishable for traditional publishing. Of course, there are exceptions to this (Andy Weir's The Martian, for example, and E.L. James's Fifty Shades of Grey) but we strongly caution you to assess your options for any Work you would consider traditionally publishing before using the Services. 

Ownership

First and foremost, you own what you create. Any original Work you Publish, post, upload, share, store, or otherwise provide to QuillFic remains yours and is protected by copyright and any other applicable intellectual property laws.

However, please note that you agree to grant us a limited license to your content in order to enable us to operate QuillFic. This license allows us to maintain and promote your content and help you succeed on QuillFic. 

You agree that this limited license includes a worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your Work and to permit others to use, access, and download your Work through QuillFic, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of your Work. For further details on this licence, please see "Posting Content on QuillFic" and "Our Rights in the Services"in the Terms of Use. 

Notwithstanding anything else contained herein (or in our Terms of Service), content that would be reasonably considered as "fanfiction", "fan work" or derivative work of someone else's copyright-protected work, must not be posted or shared on QuillFic in any way. Any Work that violates these terms will be removed and the associated Writer's account may be suspended or removed at our sole discretion. 

Pricing and Payments

All Readers may read 3 "chapters" a month on QuillFic for free (from any Work, from any Writer). For greater clarity, a "chapter" can be a single-chapter short story ("One-Shots"). A Reader can read 3 chapters whether by reading 3 One-Shots from 3 different Writers or the same Writer, or it can be 3 chapters from the same story, etc. Three clicks into the  Work of any of the Writers. After the 3 chapters (the "Free Limit"), Readers will need to subscribe for a monthly membership if they wish to read more chapters, therefore becoming a "Premium Member". Each Premium Member pays a monthly membership fee ("Fee"), of which a portion goes to QuillFic and a portion goes to Writers ("Royalty Pool"). 

For greater clarity, the Royalty Pool is calculated by: 

R = n * f * p 

R = Royalty Pool 

n = Total number of Premium Members paying a Fee 

f = The Fee payable by each Premium Member 

p = portion of the Fee set aside for the Writers.

Writers earn revenue from their Work through the Royalty Pool on a proportionate basis based on their share of the minutes read by Premium Members in a month (i.e., the proportion of a Reader's time on QuillFic spent reading a Writer's collective Works).

To demonstrate with an example:  

If QuillFic has exactly one (1) Premium Member and one (1) Writer (called "Writer A" for the purpose of this demonstration), then the formula will be as follows: 

Amount Paid to a Writer  = R * (Z/Q) 

R = The Royalty Pool 

Q = Total amount of time the Premium Member spent reading on QuillFic in 1 month

Z = Amount of time the Premium Member spent reading Writer A's Works in the same month

For example, imagine the 1 Premium Member (let's call them Bob) spent 10 hours on QuillFic in September. Of those 10 hours, if they spent all of those 10 hours reading Writer A's (let's call them Steve) Work, then Steve would earn as follows in September: 

(note: we measure minutes in QuillFic's calculations for a more exact time, but for simplicity here, we'll use hours.)

= R * (10/10)

=  R

If  Bob had spent only 1 of those 10 hours reading Steve's Work in September, then Steve would have made from Bob in September:

= R * (1/10)

= R/10 

Now, if QuillFic had 2 Premium Members (Bob and Cat), and assuming the following regarding Cat's September reading habits: 

Total time Cat spent on QuillFic: 100 hours 

Total time Cat spent reading Steve's Work: 25 hours 

Then Steve would have made in  September: 

= R * [(Cat's reading time) + (Bob's reading time)] 

= R * [(25/100) + (1/10)] 

= R * (0.25 + 0.1)

= 0.35R

We are hoping we will have more than 2 Premium Members on QuillFic and that Writers get the benefit of a large Royalty Pool with greater opportunities for a built-in audience, earning Writers income from their Work. 

However, nothing on QuillFic stops you from posting your Work on another platform — as long as by doing so you are not, without limitation: (a) violating the terms of services of the other platform, (b) violating the terms of another contract, (c) infringing copyright rules, laws, or ownership of others, or (d) breaking any other laws, including intellectual property laws. 

Nothing on QuillFic stops you from receiving payments for your Work some other way (as long as you are not harassing or pressuring anyone). We are happy to be an additional source of income for your Work, we don't intend to be your sole source of income. 

So, if you want to post a link to a separate payment system please, go ahead, but we cannot emphasize enough that you may not (a) pressure or harass anyone and (b) violate the terms of service or contract with any third-party in order to do so. Both of these acts are strictly prohibited under our terms and anyone found to be in violation of such terms will have their Work removed from the Services and their account suspended or terminated, at our sole discretion. 

We also ask that you remember that QuillFic works best because Premium Members get access to the whole QuillFic database through a single subscription fee, thereby creating demand-side economies of scale. So we ask that you consider the benefit for the group before moving your Work to a different platform, but your Work belongs to you to benefit from as you believe best. 

Taxes and Information 

• ●  Taxes: You agree that you shall bear and be responsible for any and all applicable federal, provincial, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value-added taxes) related to your portion of the Royalties. 
• ●  Information Upon Request: Upon request, you will provide us with all requested data or information about you and your Work. This includes any payment and tax identification information, and you will ensure this information is accurate and up-to-date.  
  

Relationships with Readers

You agree to the following rules around your relationships with Readers, other Writers and any other users of QuillFic:

• ●  Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Work you share or post through QuillFic and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for your Work, and our actions under this Agreement are solely to assist you in sharing your Work. 
• ●  Stopping Publication or Deleting a Work: You may delete one or more of your Works from QuillFic at your discretion. 
• ●  Disputes: If there is a dispute between you and another user about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with other users, and we won't provide you with any legal advice regarding such matters. 
• ●  Reporting a User: You can flag that a user that is violating our Terms of Use by sending an email to [email protected]. After you provide us with written notice of this violation, we will determine whether this user's access to some or all of your Works should be suspended or terminated. We will also decide at our sole discretion whether this user's access to the rest of QuillFic will be suspended or terminated. 
• ●  Support: You shall provide to us a current email address through which we may contact you regarding your use of QuillFic and your Work.
  

Acceptable Use

You are responsible for all your activity in connection with QuillFic. 

Make sure that you use QuillFic in a manner that complies with all applicable law and is permitted by this Agreement and the Terms of Service. If your use of QuillFic is prohibited by applicable laws, then you are not authorized to use QuillFic. We can't and won't be responsible for you using QuillFic in a way that breaks the law.

You also represent and warrant that you will not publish Works or otherwise use QuillFic in a manner that:

• ●  is fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, libelous, or in any way violates QuillFic's Content Guidelines;
• ●  interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of QuillFic or any third party;
• ●  infringes, violates, or misappropriates any law, statute, ordinance or regulation or rights of any third party; and 
• ●  spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.
  

Please review the rules detailed in the Terms of Use in addition to the remaining rules set out in the Terms of Service, as those rules are also incorporated into this Agreement by reference. 

Limitation of Liability

To the fullest extent allowed by applicable law, under no circumstances, and under no legal theory shall QuillFic, its licensors, or its suppliers be liable to you or to any other person for:

• ●  Any indirect, special, incidental, or consequential damages of any kind, or
• ●  Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with QuillFic in the twelve-month period preceding the applicable claim. 
  

No Warranties

QuillFic is provided to you on an "as-is" basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of QuillFic will be uninterrupted or error-free. 

Privacy

QuillFic takes privacy very seriously and is committed to processing your personally identifiable information and that of your readers ("Personal Information") in accordance with applicable privacy and data protection law. For more information on how we process Personal Information please see our Privacy Policy.

Consistent with our Privacy Policy, we may collect certain data on how Readers engage with Works. We will share, at our sole discretion, some of this information with you, including page views, open rates, Reader counts, and referral data. You agree that QuillFic is under no obligation to share this data with you.

Please note that our Privacy Policy only applies to our processing of Personal Information as a data controller or as a business as defined in the Personal Information Protection and Electronic Documents Act (Canada)— these are largely cases where we process Personal Information for our own purposes. 

Terminating Your Account

Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use QuillFic will immediately cease. 

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of QuillFic at any time, for any reason. Reasons that may lead to us terminating or restricting access to QuillFic include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. We will notify Writers as soon as reasonably practicable if Writer' access to QuillFic is suspended or substantially limited due to technical problems with the platform. 

You agree that this means that Works (or any content therein) may be removed from QuillFic at any time in our sole discretion.  You also agree that we retain the right to immediately halt the distribution of Works at our discretion. 

Changes to this Agreement

We are constantly trying to improve our products and services, so this Agreement may need to change along with QuillFic. We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, or by some other means. 

If you don't agree with the new Agreement, you are free to reject it; unfortunately, that means you will no longer be able to use QuillFic. If you use QuillFic in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing.

Miscellaneous Terms

The above covers most of the questions that we typically receive about QuillFic. We have grouped provisions that come up less frequently below:

• ●  Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold QuillFic, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any third party claims relating to (a) your use of QuillFic (including any actions taken by a third party using your account), and (b) your violation of this Agreement or of law.  In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
• ●  Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your QuillFic account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.
• ●  Choice of Law and Jurisdiction: We encourage you to contact us if you're having an issue, before resorting to the courts. In the unfortunate circumstance where legal action does arise, these Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada that apply in Ontario, without regard to principles of conflicts of laws. You agree that any dispute or claim arising out of or in connection with this Agreement will take place in the courts of the Province of Ontario.
• ●  Arbitration: For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the provincial or federal courts located in, respectively, the Province of Ontario or Canada. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys' fees. To the fullest extent permitted by law, you and QuillFic Inc. agree that all claims against the other can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or another representative proceeding. We agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party's claim.
• ●  No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement. 
• ●  No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of QuillFic Inc., and you do not have any authority of any kind to bind us in any respect whatsoever. 
• ●  Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  
• ●  Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.  
• ●  Survival: You agree that the terms under the heading "Privacy", "Sole Responsibility", "Acceptable Use", "Indemnification", "Stopping Publication or Deleting a Work", "No Warranty", "Limitation of Liability", "Assignment", "No Joint Venture", "Severability", "Arbitration", and "Entire Agreement", and any payment obligations incurred shall survive termination of this Agreement. 
• ●  Entire Agreement: You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. 
  

Effective Date: January 2022.