A. Recitals

1. Expertise Publishing (“We,” “Us,” “Our,” “Expertise,” “Publisher,” “Agency,” or “Agent”) offers publishing and promotional services to the public without promises of any kind, under the terms and conditions outlined here which are subject to change without notice. You (“Your”, “Client,” or “Author”) represent yourself as an expert in your field and desire to engage in your field, and desire to engage our services in a non-exclusive basis, where You and We comprise the Parties here.

2. The Parties mutually understand and agree that there are no other representations that those outlined here, and that no outcomes are guaranteed under here, or under any written or verbal agreement, Memorandum of Understanding, Statement of Work, Purchase Order, or other communication between the Parties that defines the scope of work to be done, i.e., the “Project”. Consequently, all modifications to these Terms & Conditions must be in writing, signed by both Parties, and attached to these Terms & Conditions.

3. All materials related to the Project developed by Expertise Publishing on Your Behalf, whether or not such materials are copyrighted, used, or discarded by either Party, will be provided, released, and assigned to You after the project has been substantially and materially competed, or, upon request, if sooner, if and only if Your account with us is in good standing at the time of the request, i.e., all amounts due for the Project have been paid. In the event the Project is terminated before it is substantially and materially completed, all fees for the project will become immediately due and payable.

4. An “Amazon Bestseller” is defined as a book with sales that reach Amazon’s top 100 books in a category related to the content of the book. Though we attempt to help your book achieve Amazon Bestseller, we cannot guarantee this outcome, due to factors outside of our control. Amazon typically features bestselling books by placing them on category-specific “Amazon Best Sellers” pages and by addition of limited “flags” and other devices that are placed on books only while they rank #1 in a category.

5. Amazon has no official method for allowing the re-badging of books as Amazon Bestsellers. Expertise Publishing currently attempts to rebrand your paperback and Kindle covers on Amazon Bestseller achievement. However, Amazon may, at any time, alter or limit this practice. Therefore, we cannot guarantee cover revision for sale in the Amazon and Kindle systems, but other options MAY be available.

6. Signatures and setup fees are required to commence this project, and reasonable progress according to our estimated timeline is required to sustain this project.

B. Project Terms & Conditions

1. GUARANTEE

1.1 Expertise Publishing shall make no claims, promises, or guarantees, expressed or written as to the effectiveness of the services performed for and on behalf of the Client by Expertise Publishing.

1.2 In no event shall Expertise Publishing be liable for any damages nor for any amount that exceeds the total of fees paid under here.

1.3 Both Parties agree to work together in a cooperative and collaborative manner throughout the Project as outlined here and which may be amended from time to time by mutual agreement.

1.4 Fees paid under here are not refundable under any circumstances.

2. FEES

2.1 Client acknowledges and agrees that it shall pay Expertise Publishing all fees. The initial payment can be by cash, direct transfer, or credit card.

2.2 Client shall be billed monthly via credit card if monthly hosting is required.

2.3 Client shall pay the fees to Expertise Publishing within 10 days of attempted credit card charge or ACH.

2.4 In the case of bank declined charge or check returned for insufficient funds, the Client shall pay all costs incurred by Expertise Publishing to collect unpaid amounts, including court costs and attorney fees, plus $35 handling fee to the agency, plus interest from the original invoice or payment due date at 18% per year.

2.5 Expertise Publishing may suspend its services on behalf of the client if client fails to pay outstanding fees to Expertise Publishing within 10 days of being charged. No further notice is required to be given by Expertise Publishing, and Expertise Publishing shall not be responsible for any delays or failures from suspensions under this clause.

3. EXPENSES AND MATERIALS

3.1 Expertise Publishing shall be solely responsible for all expenses incurred in its performance of the Services. Client shall approve any third-party expenses prior to Expertise Publishing incurring the expense.

3.2 Expertise Publishing shall provide any and all materials and equipment which may be necessary for Expertise Publishing to render Services. In the event Expertise Publishing requires proprietary assets from the Client, proprietary intellectual property, including but not limited to logos, stylebook, etc., the Client will provide materials within 2 business days of request from the agency.

4. INTELLECTUAL PROPERTY

4.1 Expertise Publishing warrants to the fullest extent possible under the law, that Client shall own all right, title, and interest in, including copyrights and other intellectual property rights, to any copy, photograph, advertisement, content, e.g. (articles, videos, press releases, blog posts, etc.) or other Work for material created by Expertise Publishing or its direction for Client.

4.2 Expertise Publishing retains the right, title, and interest in all proprietary methods and strategies owned by it, whether or not any was utilized on behalf of the Client, and at no time does Expertise Publishing convey any right, title, or interest in its proprietary methods and strategies to the client whatsoever.

4.3 Upon Termination of the Project, Client agrees that any intellectual property, i.e., assets, collateral, product, advertising, merchandising, package, plan or idea prepared by Expertise Publishing and submitted to Client which Client had not chosen to utilize, shall remain the property of Expertise Publishing, unless Client has fully paid Expertise Publishing for the unutilized intellectual property. The Client agrees to return to Expertise Publishing all intellectual property, all copies of intellectual property, and all other content, such as creative Work relating to ideas or plans which may be in the Client's possession.

4.4 Client warrants and guarantees that all content provided by Client for inclusion in a book or any other product is solely owned by or possesses written permissions for the use of all intellectual property by the Client. Moreover, the Client represents here that it has not plagiarized or otherwise used without written permission of, or license from the owner of any intellectual property and that all intellectual property supplied to Expertise Publishing is appropriately cited.

4.5 The Client is solely responsible for all content, published or otherwise distributed on the Client’s behalf, regardless of format, and the Client agrees to hold Expertise Publishing harmless for any and all content.

5. TERMS AND CONDITIONS

5.1 This Project shall commence on the latest date of signatures applied below (the “Effective Date”) and shall continue until terminated.

5.2 Either party may terminate the Project with written at least 30 days before the Termination Date.

5.3 Web hosting and other third-party services approved by the Client may not be terminated before the one-year anniversary date of the Project’s Effective Date, or before one year following the Project Termination Date, whichever is later. The Client understands and agrees that it is solely responsible for payment of web hosting and other third-party services approved by the Client. In the event that Client abandons its responsibility here, any charges by web-hosting and other third parties incurred by Expertise Publishing shall be reimbursable by the Client to Expertise Publishing, plus additional handling fees equal to double the web hosting and third-party fees, and all charges and fees to collect this debt from the Client, including court costs and attorney fees.

5.4 Project Termination applies only to Monthly fees and Monthly Services rendered by Expertise Publishing.

5.5 If Termination is initiated by the Client, and Client desires to retain any Work under this Project, the Client shall notify Expertise Publishing within 30 days of the Termination Date. Expertise Publishing is not required to store or archive Work produced for this Project for more than 45 days after the Termination Date.

5.6 This project shall immediately terminate without further notice upon commencement of bankruptcy, insolvency, dissolution, or other proceedings under any applicable bankruptcy or debtor’s relief lay, by or against Party, and in the case of an involuntary bankruptcy proceeding brought against either Party, if such proceeding is not discharged within 180 days of the commencement.

5.7 This project shall immediately terminate without further notice upon the permanent suspension, termination, or dissolution of a business or the appointment of a receiver, trustee, or similar officer to manage any substantial part or the assets or business operations of either Party.

6. INDEPENDENT CONTRACTOR AND CONFIDENTIALITY

6.1 Client and Expertise Publishing acknowledge and agree that at all times, Expertise Publishing is an independent contractor, and at no time shall it, nor any of the Expertise Publishing’s owners, directors, employees, or subcontractors be deemed to be an employee, agent, or affiliate of Clients or receive benefits of Client

6.2 The Client acknowledges and agrees that Expertise Publishing will have the sole right to control and direct the means, manner and method to render the Services, and that Client shall at all times have the right to be kept informed.

6.3 Client acknowledges and agrees that Expertise Publishing may, throughout the duration of this Project, hire employees or subcontractors to perform the Services.

7. TAXES

7.1 Expertise Publishing shall be solely responsible for all required income and other taxes or statutory withholdings that may be due and payable to appropriate governmental authorities in connection with the Expertise Publishing’s rendering of the Services.

8. DEFAULT, BREACH, AND DISPUTE RESOLUTION

8.1 In the event of a breach of these Terms & Conditions by either Party, of any of its respective obligations under this Project, the non-defaulting Party can serve the defaulting Party with written notice of the alleged breach, suspending the Project. The defaulting Party shall have 14 calendar days from the date of such notice to cure the deficiency, i.e., non-performance or non-compliance. Upon the correction of any non-performance or non-compliance issue within 14 calendar days, the non-defaulting Party may terminate this Project immediately and without further notice or submit the matter to for mediation and arbitration described here.

8.2 If a dispute between the Parties arises relating to this Project at any time for which no cure has resulted within 14 calendar days of notice, the Client and Expertise Publishing agree to resolve it by informal mediation within another 15 business days. Each party shall be responsible for their respective costs and fees for mediation. If either Party desires an independent mediator, both Parties agree to select a qualified professional who is either a member of the American Bar Association or the Association for Conflict Resolution.

8.3 If mediation is fruitless in generating a mutually satisfactory solution, Client and Expertise Publishing agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association, Phoenix, Arizona, and conducted under the laws of the State of Arizona.

8.4 The decision or award resulting from any arbitration proceeding shall include an complete assessment of costs, expenses, and attorney’s fees directly relating to the Arbitration process and shall include a written determination of the arbitrator or arbitration board. Absent an agreement to the contrary, any arbitration shall be conducted by an arbitrator experienced in digital technology-related law. The Parties agree that an award of arbitration shall be final and binding on the Parties and may be filed for judgment in a court of competent jurisdiction. The prevailing Party may collect from the other Party, its costs and attorney fees incurred to arbitrate, including court costs, collection fees, and attorney fees related to arbitration, recording the final settlement in a court of competent jurisdiction, and the collection of any sums owed.

9. GENERAL PROVISIONS

9.1 This Project may be amended or altered only by written agreement between the Parties.

9.2 No waiver by the Parties of any right shall be construed as a waiver of any other right.

9.3 Client agrees to indemnify and hold Expertise Publishing harmless against any and all losses, costs, and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by Expertise Publishing in connection with or arising in any manner from the Client’s non-performance of the obligations assumed under these Term & Conditions.

9.4 In the event a court of competent jurisdiction finds any provision here invalid or unenforceable, the remaining Terms and Conditions shall remain in effect.

9.5 The Terms and Conditions for any Project may be accompanied by additional documents, e.g., Memorandum of Understanding, Statement of Work, etc., and as a package constitutes the entire agreement between the Client and Expertise Publishing and supersedes all prior agreements, whether oral or written.

9.6 The relationship between the Parties described and attached here shall be governed by the laws of the State of Arizona.

9.7 Any Agreement, amendment, or related document may be executed and transmitted via email, facsimile, registered post, or carrier, and shall be effective and binding on the Parties hereto and their successors and assigns as if executed initially.