For the purposes of this Agreement, the following terms have the meanings set forth below:

• “Author Content” means all content submitted by You, including manuscripts, cover art, metadata, and descriptions
• “Bookshop” means Noogul’s online storefront where Author Content is displayed and sold
• “Licensee” means third-party retailers and distributors (Amazon, Apple Books, IngramSpark, etc.)
• “Digital License Fee” means the royalty paid to You for sales of Author Content
• “Wholesale License Fee” means the fee paid for third-party distribution (60% of net wholesale)
• “Retail License Fee” means the fee paid for bookshop sales (65% of retail)
• “Threshold Amount” means the minimum balance required before payment is issued
• “Territory” means the geographic area where Author Content is distributed (default: worldwide)

You grant Noogul the following rights:

• Non-exclusive right to publish, reproduce, and distribute Author Content in the Territory
• Exclusive right to distribute Author Content to third-party retailers and distributors
• Right to use Author Content for marketing, promotion, and advertising
• Right to format, convert, and adapt Author Content for different platforms and devices
• Right to display Author Content on the Bookshop and partner websites

By granting these rights, You represent and warrant that:

• You are the sole author and copyright holder of the Author Content
• You have the full right and authority to enter into this Agreement
• The Author Content is original and does not infringe upon any third-party rights
• The Author Content does not contain any defamatory, obscene, or illegal material
• You have not previously assigned or licensed the rights granted herein to any third party

The “Territory” for this Agreement is defined as:

• Default: The entire universe (worldwide distribution)
• Optional: Specific geographic areas you select during registration

You may restrict the Territory during the registration process. Changes to the Territory may be made at any time through your author dashboard.

Noogul distributes through BookVault’s global print network, covering 120+ countries with local fulfillment centers.

You authorize Noogul as your only authorized representative for third-party distribution. This means:

• Noogul may distribute your Author Content to retailers including Amazon, Apple Books, Barnes & Noble, Google Play Books, Kobo, Scribd, and library services
• You cannot appoint other distributors for online/offline redistribution
• Retailers like Apple Books reject content delivered by multiple parties
• You can still sell Author Content directly to consumers through your own channels

Pricing is handled as follows:

• Bookshop Sales: You may set your own prices on the Noogul Bookshop
• Wholesale Distribution: Wholesale prices are determined by Licensees in consultation with Noogul
• Retail Distribution: Noogul and Licensees reserve the right to choose appropriate selling prices

You can change your Bookshop prices at any time through your author dashboard. Wholesale prices are typically fixed per contract.

Noogul pays You Digital License Fees based on the sales channel:

• Bookshop Sales (Your Store): 65% of retail price
• Wholesale Distribution (Amazon, Apple Books, etc.): 60% of net wholesale price
• AI-Narrated Audiobooks: 55% of retail price
• Print-on-Demand: Per-unit amount quoted at signup (after printing/shipping costs)

For Print-on-Demand sales, Noogul collects sales proceeds and deducts:

• Printing and binding costs
• Manufacturing and packaging fees
• Shipping and distribution fees
• Sales taxes and applicable surcharges

The exact amount You receive varies based on exchange rates, manufacturing costs, and third-party distribution fees. You will see the per-unit amount quoted during signup.

Noogul shall not be liable for printing, binding, manufacturing, shipping, or distribution fees and any additional taxes owed on third-party distribution.

You warrant that:

• You are not granting rights that conflict with any other agreement
• You are not subject to any injunction or court order restricting your ability to enter into this Agreement
• You have not previously assigned or licensed the rights to any third party
• You have all necessary rights to grant the rights described in this Agreement

Noogul reserves the right to modify the warranty statement at any time without notice. Such modifications shall not affect any warranty claims already submitted.

You shall indemnify, defend, and hold harmless Noogul from any claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising from:

• Any claim by a third party that the Author Content infringes their intellectual property rights
• Your breach of any representation or warranty in this Agreement
• Your violation of applicable law or regulation
• Any defamatory, obscene, or illegal content in the Author Content

Noogul shall provide prompt written notice of any such claim and cooperate with You in the defense thereof.

You have the right to audit Noogul’s sales records:

• You may hire a Certified Public Accountant (CPA) to examine sales records
• Examinations allowed once per year, at Your expense
• Must give 30 days written notice before examination
• CPA must sign a confidentiality agreement
• Examinations must be completed within 1 month

Any objections to the accuracy of statements must be raised within 1 year of receipt. If discrepancies are found, Noogul shall correct them within 30 days at its own expense.

Noogul shall provide accounting data daily in Your secure member area on the Noogul website, including payments, sales, returns, and any other relevant data.

By Either Party:

• Either party may terminate this Agreement with 24 hours notice via email to support@nooguls.com
• Termination does not affect any rights or obligations accrued prior to termination

By Noogul (For Cause):

• Noogul may terminate immediately if You breach this Agreement
• Noogul may terminate if You engage in fraudulent or illegal activity
• Noogul may terminate if required by law

Effect of Termination:

• Your right to use the Service ceases immediately
• Noogul shall pay any outstanding royalties within 60 days of termination
• Noogul may continue to sell existing inventory for up to 90 days

This Agreement shall be governed by applicable international law. Disputes shall be resolved as follows:

• Step 1 — Informal Resolution: Contact support@nooguls.com
• Step 2 — Mediation: If informal resolution fails within 30 days
• Step 3 — Binding Arbitration: As a last resort

Noogul reserves the right to modify this Agreement at any time. Material changes will be communicated via email or prominent notice on the Service. Your continued use constitutes acceptance of modified terms.