T&Cs for Writers
The following terms and conditions (Author Terms) regulate participation in, and use of, the Unpublished ManuscriptsTM Marketplace themed Platform (the Platform).
The Platform includes, but is not limited to, the Unpublished Manuscripts Website accessible at www.unpublishedmanuscripts.com.au.
The Platform is owned and operated by Unpublished Manuscripts Int Pty Ltd (ABN 45 621 423 489) (Unpublished Manuscripts).
The Platform, and the content uploaded to the Platform, are available to be viewed by anyone browsing the internet.
However, you are only able to sell Works from the Platform if you have become an Author and agreed to the Author Terms. As an Author, you are entitled, subject to these Author Terms, to:
- sell Works to Members; and
- generally make use of the Authorship sections of the Platform.
Once you click “I agree” you will be deemed to have agreed to the Author Terms and a legally binding contract, incorporating those Author Terms, will then exist between you and Unpublished Manuscripts in relation to your use of the Platform.”
Members who buy a work from you will only acquire a license to use a work. This is dealt with in more detail in clause 9.
In these Author Terms:
Additional Materials has the meaning given to that term in clause 3.
Author means a natural person (or persons) who is or are registered as an author on the Platform, after he or she or they submit an application to become an Author (including acceptance of these Author Terms) and after we accept the application.
Author Account has the meaning given to that term in clause 8.
Author Ledger has the meaning given to that term in clause 8.
Buyer means a Member who buys a Work or Works made available for sale on the Platform.
Compatible Format means a format which is compatible with the Supported Devices (including pdf.).
Member means a person who is registered as a member on the Platform to browse the works published by Writers.
Net Revenue means, with respect to a Work, the gross amount invoiced or received by the Author (excluding goods and services tax or value added tax) in connection with the exploitation of the Work or exercise of rights (including intellectual property rights) in the Work, other than on the Platform.
Payment Agent means any payment agent approved by Unpublished Manuscripts from time to time including, but not limited to, PayPal.
Price means $5 (including GST).
Reason for Removal has the meaning given to that term in clause 10.
Service Fee has the meaning given to that term in clause 6.
Supported Devices means any computer, smartphone or tablet device that can connect to the internet and access the website
Warranties has the meaning given to that term in clause 9.
Work means a work made available for sale exclusively on the Platform. This includes, but is not limited to, novels, short stories and scripts.
In these Author Terms:
- a reference to we or us means Unpublished Manuscripts;
- a reference to you or your’ means a Member; and
- a reference to buying or sale of a Work means the acquisition or grant of a license or other right to use a Work.
3. Becoming an Author
You may only become an Author if you are 18 years or over.
You do not have an automatic entitlement to be an Author and Unpublished Manuscripts may, at its sole discretion, elect to:
- refuse your application to become an Author; or
- once Authorship is granted, suspend, terminate or restrict your Authorship at any time.
Unpublished Manuscripts is not obliged to give reasons for its decision to reject your application or suspend, terminate or restrict your Authorship at any time.
Your Authorship is non transferable.
You are responsible for each and every access or use of the Platform that occurs in conjunction with use of your username and password.
Accordingly you must:
- use all reasonable efforts to keep your username and password confidential;
- not allow any third party to access the Platform using your username and password; and
- notify us in writing as soon as you become aware of any unauthorised use of your Author Account.
You acknowledge and agree that you are liable for, and will indemnify Unpublished Manuscripts, its related bodies corporate, affiliates, officers, directors, agents and employees against, any and all claims made by a third party arising out of your access to, and use of, the Platform as a Member.
When accessing the Platform (as an Author) and using the content and/or the services available on the Platform, an Author must also comply with:
- any directions or instructions; and
- any policies or procedures,
as posted on, or available through, the Platform from time to time (Additional Materials).
The terms of the Additional Materials are incorporated by reference into this Agreement. Any breach by an Author of obligations imposed on the Author by any of the Additional Materials will be deemed to be a breach of this Agreement.
4. Role of Unpublished Manuscripts
Unpublished Manuscripts provides the online Unpublished ManuscriptsTM Marketplace to enable Authors to sell and Members to buy Works. Unpublished Manuscripts manages the Unpublished ManuscriptsTM Marketplace to enable it to function fairly, efficiently and competitively.
Ownership of Works remain with the Author. Unpublished ManuscriptsTM does not obtain any right of ownership or use (including any intellectual property rights) in respect of the Works. Unpublished Manuscripts does not have any control over, and does not take any responsibility for, the quality, safety or legality of any Works downloaded by you from the Platform.
The Platform will usually be available 24 hours a day, seven days a week or as otherwise stated on the Platform.
Unpublished Manuscripts may, in its absolute discretion, and for any reason, and at any time, with or
- interrupt or suspend access to the Platform (or any part of the Platform); and/or
- alter, interrupt or suspend the provision of the whole or any part of the content and/or the services
available on the Platform.
Unpublished Manuscripts will not be liable to you for any loss that you may suffer as a result of any such interruption, suspension or alteration.
All references, in these Author Terms and on the Platform, to “$” and “dollars” are to the lawful currency of Australia, unless otherwise specified.
A Buyer of a Work must pay the Set Price to buy the right to use the Work.
Unpublished Manuscripts makes its return for providing the Unpublished ManuscriptsTM Marketplace by charging a Service Fee on sales made by Authors.
If you are an Author, you will receive the price collected by us in respect of each sale of your Works to a Buyer, subject to the following deductions:
- applicable taxes, or other withholdings, required by any applicable law (aside from any taxes that
apply to the Author);
- amounts charged back to us by the Payment Agent or a credit card provider as a result of actual
or alleged unauthorised use of a credit card;
- fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or
alternative payment method;
- refunds permitted in accordance with clause 10;
- legal, and other reasonable fees, incurred by us in enforcing our rights under these Membership Terms;
- the Service Fee due by you to us in respect of the sale; and
- any other amounts owing by you to us.
6. Service Fee
Unpublished Manuscripts will charge each Author a service fee of an amount equal to 30% of the Price payable for each Work sold by that Author over the Platform (Service Fee). This Service Fee becomes due and payable to Unpublished Manuscripts on each sale of a Work.
The Service Fee may be varied by Unpublished Manuscripts at its sole discretion, from time to time, after giving you 30 days’ notice by email. After the 30 day notice period, your continued use of the Platform and/or the content or services made available on or through the Platform will be considered acceptance of the changes to the Service Fee.
7. Security and Data Protection
We are committed to protecting your personal privacy. Unpublished Manuscripts takes all reasonable precautions to protect information that you transmit to the Platform over the internet but does not warrant the security of that information.
When using the Platform or dealing with other users of the Platform you must respect the privacy and legal rights of other Members and Authors. You must not disclose any personal information of other users made available to you through the Platform.
8. Author Accounts
When an application for becoming an Author is accepted by Unpublished Manuscripts, the Author will have a single account that is accessible through the Platform (Author Account).
Among other things, through your Author Account, you will be able to access a ledger which records payments made by a Buyer, through Unpublished Manuscripts, to you, as an Author (Author Ledger).
When applying to become an Author, you must provide us with details of your nominated bank account.
You authorise Unpublished Manuscripts to pay any amounts due to you in respect of sales of your Works through the Platform to your nominated bank account each quarter (subject to any deductions under clause 5).
9. Selling Works
Selling Works on the Platform
When a Member buys a Work from you, the Member does not obtain any right of ownership or use (including any intellectual property rights) in respect of that Work. Buyers acquire a non-transferable and non-exclusive licence through the Unpublished ManuscriptsTM Marketplace, to view, use and display a Work on their devices an unlimited number of times, and only:
- on Supported Devices; and
- for personal and non-commercial use.
At the time, as an Author, you upload a Work to the Platform or that Work is acquired by a Buyer you warrant to us and each Buyer that:
- you own the intellectual property rights in the Work;
- you have obtained all consents, licences or permits necessary to include any images, names or likenes of persons and any identifiable third-party properties in the Work;
- the use of the Work as contemplated in this Agreement does not infringe the rights of any third party;
- the Work is not false, inaccurate or misleading;
- the Work is not a fraudulent or an unlawful item;
- the Work and the sale of the Work will not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
- the Work and the sale of the Work will not cause us to violate any applicable law, statute, ordinance or regulation by making it available on the Platform;
- the Work is not defamatory, unlawfully threatening or unlawfully harassing;
- the Work is not obscene and does not contain child pornography and, if the Work is directed towards children in any way, does not constitute or contain material that is adult in nature or harmful to persons under the age of 18 years;
- the Work does not contain any content that may be considered as prohibited or potentially prohibited content for the purposes of the Broadcasting Services Act 1992 (Cth);
- the Work does not contain any trap door, Trojan horse, virus, worm, spy-ware, or other harmful code or disabling device or any virus designed to limit or destroy the functionality of other computer software or hardware;
- the Work will not cause us to lose (in whole or in part) the services of our ISP or other suppliers;
- the Work will perform in substantial accordance with any description provided with it; and
- all of the information you provide to us about the Work is true, accurate and not misleading (the Warranties).
As an Author, you must:
- only sell your Works through the Platform and not through other web sites or other medium, unless notified to us and subject to payment of any applicable percentage of Gross Revenue as set out in this clause 9 under the heading ‘Selling works off the Platform’;
- only upload Works onto the Platform in a Compatible Format;
- notify us of any information which may affect or assist in sales of your Works;
- provide us with full and accurate information regarding corrections and new releases of your
- act in good faith at all times and provide such assistance and co-operation as we reasonably request;
- not offer to sell, or sell, to Members any Work, which is subject to an exclusive agreement with a third party;
- notify us if your Work has been made available or is available through a Creative Commons license or an open source license; and
- authorise us to give the Buyer a full refund of the Price for the Work if the Buyer does not receive the Work as advertised or if the Work is removed.
You agree and acknowledge that Unpublished Manuscripts may use the whole or any part of a Work which you offer for sale through the Platform to promote the Platform. This promotional use may include use on a features page on the Platform itself or use by one or more of our affiliates in their promotion of the Platform. No compensation is due or payable for such uses of your Work.
Selling Works off the Platform
As we are giving you the opportunity for considerable exposure for you and your Works through the Platform, you agree to:
- notify Unpublished Manuscripts at least 7 days before entering into an agreement with a third party in respect of the commercial exploitation of any Work; and
- pay to Unpublished Manuscripts 10% of the Gross Revenue in respect of that Work on a monthly basis.
10. Removal of Works from the Platform
You must remove the Work when we ask you to do so.
Removal of a Work from the Platform does not:
- affect the rights of any Buyer who has previously acquired the Work; or
- change the Author’s obligation to deliver or support the Work to the extent it has been previously purchased by Buyers.
Furthermore, where a Work ceases to be available for sale from the Platform, the Work will continue to be available at that part of the Platform where previously acquired Works are stored on behalf of Buyers except where removal was a result of the Work:
- infringing any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person;
- being defamatory;
- being in breach of any of the Warranties;
- being a violation of any third party’s right of publicity or privacy; or
- not complying with applicable law;
- or as a result of an allegation being made that the Work does any of those things (each being a Relevant Reason).
We may remove a Work from the Platform at any time for any of the Relevant Reasons above.
In the event that we remove a Work for a Relevant Reason you must refund to any affected Buyer all amounts paid by that Buyer in respect of the affected Work.
In the event that your Work is involuntarily removed for a Relevant Reason then if a Buyer acquired the Work within one year before the date of such removal you must refund to the affected Buyer all amounts paid by that Buyer in respect of the affected Work. We may deduct, at our sole discretion, this amount from any future payments due from us to you.
11. Prohibited Conduct
You warrant that while using the Platform and the various services and features offered on or through the Platform, you will not:
- use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
- let any other person use your Author Account to upload any content onto the Platform;
- insert your own or a third party’s advertising, branding or other promotional content into any of the Platform’s content, materials or services or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
You must not:
- engage in ‘spidering’, ‘screen scraping’, ‘database scraping’, harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Platform or the services offered on or through the Platform, including without limitation any information residing on any server or database connected to the Platform or the services offered on or through the Platform;
- obtain or attempt to obtain unauthorised access to computer systems, materials or information through the Platform by any means;
- use the Platform or the services made available on or through the Platform in any manner with the intent to interrupt, damage, disable, overburden, or impair the Platform or such services, including, without limitation, sending mass unsolicited messages or ‘flooding’ servers with requests;
- use the Platform, content or services offered on the Platform for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
- use any mechanism, device software or script to affect the proper functioning of the Platform including taking any action which may infect the Platform with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
- take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Platform or networks connected to the Platform;
- use the Platform or the Platform’s services or features in violation of Unpublished Manuscripts’ or any third party’s intellectual property or other proprietary or legal rights;
- use the Platform or the Platform’s services in violation of any applicable law;
- attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Platform or the Platform’s services, or any content of the Platform or any of its domains, or make any unauthorised use of the Platform or the Platform’s services or any content of the Platform or any of the domains of the Platform;
- use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Platform or any of its services; or
- obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Platform.
Unpublished Manuscripts reserves the right, in its absolute discretion, to determine whether or not your use of the Platform or content or services available on the Platform complies with these Author Terms.
Any commercial or promotional distribution, publishing or exploitation of the Platform, or any content, code, data or materials on the Platform, is strictly prohibited unless you have received express prior written permission from Unpublished Manuscripts. Other than as expressly allowed in these Author Terms, and unless otherwise indicated in these Author Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Platform.
12. Liability Limitations
Nothing in these Author Terms is or should be interpreted as an attempt to modify, limit or exclude any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by legislation which cannot be lawfully modified, limited or excluded. This may include the Australian Consumer Law, which contains guarantees that protect the purchasers of goods and services in certain circumstances.
We exclude to the extent permitted by law all other guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, which would otherwise be implied into these Author Terms concerning the activities covered by these Author Terms.
You do not rely on any guarantee, term, condition, warranty, undertaking, inducement or representation made by us or on our behalf which is not expressly stated in these Author Terms.
Where any legislation implies or imposes a guarantee, term, condition, warranty, undertaking, inducement or representation in relation to these Author Terms and we are not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or representation (Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to (at our election):
- in the case of goods, the repair or replacement of the goods or the supply of equivalent goods (or the payment of the cost of doing so); and
- in the case of services, the supplying of the services again (or the payment of the cost of doing so).
Subject to our obligations under the Non-Excludable Provisions, our maximum aggregate liability to you in respect of any one claim or series of connected claims under these Author Terms in connection with the Platform, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, or otherwise, is limited in aggregate to the total Service Fees paid by you to sell Works through the Platform.
Subject to our obligations under the Non-Excludable Provisions, you acknowledge and agree that we shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, date or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:
- the use or inability to use the Platform;
- the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through or from the Platform;
- unauthorised access to transmissions or alternation of your information;
- statements or conduct of any party with respect to the Platform;
- any other matter relating to the Platform.
Subject to our obligations under the Non-Excludable Provisions:
- all content and services on the Platform are provided ‘as is’ and without warranties of any kind, either express or implied;
- Unpublished Manuscripts does not warrant that the functions contained in any content or your access to the Platform will be uninterrupted or error-free, that any defects will be corrected or that the Platform or the server which stores and transmits content to you are free of viruses or any other harmful components; and
- Unpublished Manuscripts does not warrant or make any representation regarding your access to, or the results of your access to, the Platform (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.
Each Author is solely responsible for the following matters:
- the Author’s use of the Platform;
- any Works sold through the Platform by the Author;
- placement or transmission by the Author of any Work, message, content, information, software or other materials through the Platform;
- the Author’s breach of any applicable related third party contract or terms of service; or
- the Author’s breach of the law or of these Author Terms,
As such Author shall release and indemnify Unpublished Manuscripts (as well as Unpublished Manuscripts’s affiliates, supplier, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from these matters.
Unpublished Manuscripts reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by a Author. In such a case, the affected Author must cooperate with Unpublished Manuscripts in its defence of such claim.
13. Changes to Author Terms and Additional Materials
Unpublished Manuscripts may, at its sole discretion, revise or change these Author Terms (in whole or in part) at any time by giving you at least 14 days written notice by email sent to your nominated email address which is linked to your Author Account.
Changes in the Author Terms will be effective on the date set out in the email notice we send you. It is your responsibility to check your email for these notices.
Your continued use of the Platform and/or the content or services made available on or through the Platform after any changes to the Author Terms in accordance with this clause will be considered acceptance of those changes.
14. Suspension or Termination
Unpublished Manuscripts may suspend or terminate your registration as an Author and deny you access to your Author Account immediately if:
- you breach these Author Terms or any other terms and conditions, agreements or rules governing the Platform;
- Unpublished Manuscripts is unable to verify or authenticate any information you provide to us as part of your original application or in the course of using the Platform; or
- Unpublished Manuscripts believes that your actions may cause legal liability for you, our other Authors or us.
Should Unpublished Manuscripts elect to suspend or terminate your Author Account:
- you may be prohibited from accessing the Platform temporarily or permanently; and
- you must not apply for a new Author account.
The suspension or termination of your Author Account does not affect any licence in respect of any of the Works you have sold through the Platform.