Terms of Service
Last updated: 30 April 2026
Certiva LLC, a Michigan limited liability company, trading as “Certiva Publishers” · 24566 Jade Dr, Farmington Hills, Michigan 48336 · hello@certivapublishers.com · (810) 522-4879
Read this first
You keep your copyright. You keep your rights. You keep your royalties. We are a service provider, not a rights holder, and nothing in this agreement changes that.
We have tried to write this in plain English. Where a clause protects us, we say so rather than burying it. Section 8 (refunds), section 10 (what you own vs. what we own), section 14 (what we do not guarantee), and section 21 (disputes) matter most. Read those even if you skip the rest.
1. Who these terms are between
1.1 These Terms of Service ("Terms") are a binding agreement between Certiva LLC, a Michigan limited liability company trading as "Certiva Publishers" ("Certiva," "we," "us," "our") and you, the individual or entity purchasing services or using our website ("you," "your," "Author").
1.2 Scope. These Terms apply to certivapublishers.com and to all services you purchase from us. They do not apply to any other website or business, including other businesses operated by Certiva LLC.
1.3 How you accept. You accept these Terms when you do any of the following: submit a manuscript or other material to us; make a payment, in whole or in part, for any service; or sign or confirm in writing a Service Order that references these Terms.
1.4 Order of precedence. If there is a conflict, the following order applies: (a) a signed Service Order; (b) the Refund and Cancellation Policy, on any question of refund or cancellation; (c) these Terms; (d) any other policy on our website.
1.5 Incorporated documents. The Refund and Cancellation Policy and the Privacy Policy are part of these Terms and are incorporated by reference.
1.6 Eligibility. You must be at least 18 years old and able to enter a binding contract. If you are contracting on behalf of a company, trust, or estate, you represent that you have authority to bind it.
1.7 Summaries are not operative. The note above, the summary in section 8, and any other recap, bullet list, or table introduced as a summary are for convenience only. Where a summary differs from the operative text, the operative text controls — except that where a summary is more favourable to you, you may rely on it.
2. Definitions
"Business Day" means Monday through Friday, excluding United States federal holidays.
"Contractor" means a freelancer, agency, or other third party we engage to perform part of the services.
"Design Commencement," "Final Approval," "Manuscript Submission," "Order Date," "Service Fulfillment," and "Third-Party Costs" have the meanings given in section 2 of the Refund and Cancellation Policy, and those meanings apply throughout these Terms.
"Individual Service" means a single service purchased on its own rather than as part of a package.
"Package" means a bundled, multi-stage set of services sold at a single quoted price.
"Service Order" means the written quote, order, or statement of work that records what you have purchased, its price, and its payment schedule.
"Work" means your book or other creative work in every form and edition, including the manuscript, text, artwork, photographs, audio, front and back matter, title, and all content you supply or authorise for publication.
3. What we do, and what we do not do
3.1 We provide author services. Depending on what you purchase, that may include developmental editing, line editing, copy editing, proofreading, cover design, interior layout and formatting, ebook conversion, print-ready file production, ISBN and metadata setup, distribution setup, audiobook production, ghostwriting, author website development, and marketing and publicity support.
3.2 We are not a traditional publisher. We do not acquire rights in your Work. We do not pay advances. We do not select books on commercial merit and then own them. You are paying us to produce and distribute your book, and you remain its owner and its publisher in every sense that matters.
3.3 We are not a literary agent, an accountant, or a law firm. Nothing we say about copyright, contracts, taxes, or business structure is professional advice. Get your own advisers.
3.4 We do not operate a bookstore and we are not a retailer or distributor of record. We set your book up with distribution partners. Those partners, and the retailers they supply, make their own independent decisions. See section 14.
3.5 Modular by design. You may bring your own editor, designer, or narrator and use us for the remaining steps. Where you do, we are responsible only for the work in your Service Order and not for the quality or timeliness of anyone you engaged directly.
4. Your project, and what each side has to do
4.1 Service Order. What you have bought is defined in your Service Order: the deliverables, the revision allowances, the price, and the payment schedule.
4.2 What we will do. Perform the services with reasonable skill and care, using our own staff or qualified Contractors; keep you informed of progress; deliver each milestone for your review; and meet the revision allowances in section 6.
4.3 What you will do. Deliver your manuscript and materials in the formats we specify; respond to requests for information, feedback, and approval within a reasonable time; give clear and consolidated feedback within your revision allowance; and pay on schedule.
4.4 One point of contact. Please nominate one person to give us feedback and approvals. Conflicting instructions from several people are the most common cause of delay and of revision rounds being consumed unproductively.
4.5 Timelines are estimates. Most projects run roughly 8 to 16 weeks from delivery of the final manuscript to publication, depending on scope. Any schedule we give you is a good-faith estimate, not a guarantee, unless your Service Order expressly says otherwise and states a remedy.
4.6 Contractors. We use vetted freelance editors, designers, narrators, and developers. We remain responsible to you for their work under these Terms.
5. Delays, non-responsiveness, and dormant projects
5.1 Your delays do not count against our timelines. We are not responsible for delays caused by your non-responsiveness, late delivery, or delivery of materials that do not meet the specifications we gave you. Days during which we are waiting on you do not count toward any quoted timeframe.
5.2 Deemed approval. If we request written approval of a milestone and you do not respond within 15 Business Days, we may treat that milestone as approved. Before we do, we must send at least two written reminders, spaced at least 5 Business Days apart, and the 15-day clock runs from the later of the approval request or the second reminder.
If we deem a milestone approved, we will notify you in writing, and that notice must state plainly that your refund tier has changed and what it has changed to. You may reverse a deemed approval within 5 Business Days of that notice, at no charge and with no consequence (section 6.4).
5.3 Hold. If we have been waiting on you for more than 90 consecutive days despite at least three written attempts to reach you, we may place your project on hold, with prior written notice.
5.4 Reactivation. You may reactivate a held project within 12 months at no charge, subject to our production schedule. After 12 months, our then-current rates apply.
5.5 Archiving. We keep working files for held projects for 24 months from the date of hold, then may archive or delete them, after at least 30 days' written notice to your account email.
5.6 No hold fees. We do not charge storage fees, hold fees, or reactivation penalties within the periods above.
5.7 Our delays. If we cause a material delay, tell us in writing. If we do not resume material work within 30 days, you may terminate and receive a refund of amounts paid for the undelivered portion, without regard to the refund tiers or the 90-day limit.
6. Revisions: the actual numbers
Most companies in this industry will not tell you how many revisions you get. We will. Unless your Service Order says otherwise, these allowances are included in your quoted price:
| Deliverable | Included |
|---|---|
| Cover design | 3 initial concepts, then 2 rounds of revision on the chosen concept |
| Interior layout / formatting | 2 rounds of revision after the first typeset proof |
| Copy editing / proofreading | 1 pass, plus 1 round of author queries and corrections |
| Line / developmental editing | 1 full pass, plus 1 revision pass after your rewrite |
| Ghostwriting | 2 rounds of revision per chapter or per agreed section |
| Author website | 2 rounds of design revision before launch |
| Audiobook | 1 round of pickup corrections after the first full proof listen |
6.1 What a "round" is. One consolidated set of feedback from you, delivered together, and our response to it. Feedback sent across several messages on the same deliverable counts as one round if it all arrives before we start work on it. Once we begin acting on your feedback, further feedback is the next round.
6.2 What is not a revision. These are scope changes and are quoted separately: changing the title, subtitle, author name, trim size, binding, page count, or genre after approval; adding or removing chapters, illustrations, or sections; rewriting material after an editing pass is complete; changing creative direction after concept selection; correcting source material you supplied incorrectly; or any change to a file after Final Approval.
6.3 Approval closes a stage. When you approve a stage in writing, that stage is closed. Reopening it is a scope change. This is how we protect the schedule and the price, for you and for every other author in the queue.
6.4 Deemed approvals are different. Where a stage was approved only by operation of section 5.2, and you reverse it within the 5-Business-Day window, that reversal is not a scope change, does not consume a revision round, and carries no fee. Your refund tier is restored as though the deemed approval had never occurred.
6.5 Extra revisions. Available at our then-current rate. We will always quote you before we start.
6.6 Our errors are free. If we introduce an error — a typo we created, a file built to the wrong spec, a design element that does not match what you approved — we fix it at no charge and it does not consume a revision round. This applies whether the error is found before or after Final Approval.
7. Prices, payment, and taxes
7.1 Quote-based pricing. We do not publish a fixed price list. Your price depends on manuscript length, genre, and which services you select, and is stated in your Service Order. A quote is valid for 30 days unless we say otherwise.
7.2 Payment methods. The methods available to you are stated on your Service Order or invoice. All amounts are in United States dollars.
7.3 A note about payment method and your protections. Card payments and PayPal come with dispute processes operated by your bank or by PayPal. Zelle and direct bank transfers generally cannot be reversed. If you want the protection of a dispute process, pay by card or PayPal. We would rather you knew that before you chose than after.
7.4 Payment plans. Where offered, instalments are charged on the schedule in your Service Order. If you cancel, we stop billing you. We will not accelerate or invoice unpaid future instalments as a consequence of cancellation. Your obligation is limited to amounts due for work already performed.
7.5 Late payment. Where an amount is more than 15 days overdue we may charge a late fee of $50 per overdue instalment, and the overdue amount accrues interest at 7% per year, being the maximum rate permitted by Michigan law for a written contract. We may suspend work on overdue accounts after written notice. We do not report author accounts to consumer credit bureaus.
7.6 Third-Party Costs. ISBNs, printing, shipping, advertising spend, stock licences, narration fees, and similar costs are either included in your quote or billed separately as stated in your Service Order. We will always tell you before committing your money to a third party.
7.7 Taxes. Prices exclude applicable sales, use, or VAT taxes, which we will add where required. You are responsible for your own income taxes on royalties you earn.
7.8 Recurring charges. Where a service renews automatically — a website hosting plan, for example — we disclose the price, the renewal date, and how to cancel before you pay, we remind you before each renewal, and you can cancel in the same way you signed up.
8. Cancellation and refunds
Refunds are governed entirely by our Refund and Cancellation Policy, which is part of these Terms and which controls over these Terms on any question of refund or cancellation (section 1.4).
The following is an illustrative summary only. Where it differs from the Refund and Cancellation Policy, that Policy controls.
- Packages use a four-tier ladder: your money back less an administrative retention before you submit your manuscript; 50% after submission but before Design Commencement; 25% after Design Commencement but before Final Approval; none after Final Approval. Subject to a 90-day outer limit from your Order Date, which does not apply where the delay is ours.
- Individual Services are refundable, less the retention, until we begin work, and non-refundable after.
- Third-Party Costs already irrevocably committed are deducted. Where we later recover such a cost, we pass the recovery through to you.
- If we decline your project, terminate for our own convenience, or cannot deliver, you receive a full refund of everything you paid, including the administrative retention, less only Third-Party Costs irrevocably committed at your written direction.
9. Your manuscript, your rights
9.1 You own your Work. YOU RETAIN ALL RIGHT, TITLE, AND INTEREST, INCLUDING COPYRIGHT, IN AND TO YOUR MANUSCRIPT AND ALL CONTENT YOU SUPPLY. We claim no ownership interest in it. We acquire no rights of first refusal, no options on future works, and no rights in sequels, adaptations, translations, or derivative works.
9.2 Our licence is narrow and non-exclusive. You grant us a non-exclusive, royalty-free licence to reproduce, format, adapt, and transmit your Work solely to the extent necessary to perform the services you have purchased and to arrange distribution you have authorised. It is irrevocable for the duration of the engagement, so that we can finish work you have paid for, and as to distribution you authorised it continues until takedown is complete. It then ends, except as needed to complete takedowns, to comply with law, and as provided in section 9.5.
9.3 We do not take exclusivity. You remain free to publish, sell, license, or distribute your Work anywhere else, in any format, at any time — including in competition with the distribution we set up for you.
9.4 We do not train AI on your manuscript, and we do not sell it to anyone who would. We do not use your manuscript, your materials, or your personal information to train, fine-tune, or evaluate artificial-intelligence or machine-learning models, and we do not sell or license your Work to any third party for that purpose. We require our Contractors, by contract, not to submit your manuscript to any AI tool whose terms permit training on submitted content. See section 13.
9.5 Promotional use. We would like to show your cover, title, and a short excerpt in our portfolio and marketing. You grant us a non-exclusive licence to do that during the engagement and afterwards. You may withdraw this at any time by emailing us, and we will remove you from our materials within 30 days.
9.6 Testimonials. We will use your name, likeness, or testimonial only with your separate written permission, and you may withdraw it at any time.
10. Who owns what we produce
10.1 What you receive and own outright. Effective on full payment of amounts due for work actually performed, we assign to you all right, title, and interest, including copyright, in and to the following, and will sign any confirmatory assignment you reasonably request:
- The final print-ready interior PDF
- The final print-ready cover PDF
- The final EPUB and any other distributable ebook files
- The final audiobook master files, where purchased
- The flattened, high-resolution cover image in the formats needed for retail listings and marketing
- All metadata for your book
You may use these files anywhere, with any printer, with any distributor, forever, with no further payment to us. You do not need our permission to leave and take your book with you. This applies whether the engagement ended because it finished, because you cancelled, or because we terminated it.
10.2 What we keep. We retain our own working materials: layered and editable design source files (InDesign, Photoshop and similar working documents), our layout templates and style sheets, our internal tooling, our project systems, our house style guides, and our name, logos, and marks. These are our means of production, not your book.
10.3 Custom illustrations and commissioned artwork. Where you paid separately for custom illustrations or commissioned artwork, we assign to you, effective on full payment, all right, title, and interest, including copyright, in that artwork, and will sign a confirmatory assignment on request. Editable source files for commissioned artwork are included.
10.4 Licensed third-party assets. Stock images, fonts, and similar assets are licensed, not owned, by whichever of us bought the licence. We will tell you what is licensed and on what terms, so you know what you can and cannot do with it.
10.5 If you want the design source files. Layered source files are available for purchase at our then-current rate. We will never make your access to your finished, usable book conditional on buying them.
10.6 We will not hold your files hostage. Section 10.1 files are released on full payment of amounts due for work actually performed. We do not require payment of future, unearned, or cancelled fees as a condition of release. Requesting a refund, disputing a charge, or complaining about our work is never a reason for us to withhold your files. The only exception is section 18.4, which requires a claim actually filed in a court or arbitral forum.
11. ISBNs and publisher of record
11.1 It is your choice. You may (a) supply your own ISBN, (b) have us purchase an ISBN registered in your name, with you as publisher of record, or (c) use a Certiva imprint ISBN, with Certiva as publisher of record. Options (b) and (c) are priced separately.
11.2 An ISBN registered in your name is yours. We retain no interest in it and it moves with you.
11.3 A Certiva imprint ISBN stays with the Certiva imprint. If you later move your book elsewhere, you will need a new ISBN for the new edition. That is how ISBNs work everywhere, not a restriction we invented, and we will tell you before you choose. If you have used a Certiva imprint ISBN, we will supply an ISBN-free version of your files at no charge so you can reissue under your own.
11.4 Copyright registration. Where purchased, we file in your name as claimant. Registration is with the U.S. Copyright Office and its timing is outside our control.
12. Distribution and royalties
12.1 Non-exclusive, always. Any distribution we arrange is non-exclusive. You may distribute the same Work through any other channel at the same time.
12.2 We never take a share of your sales. Your retailer and distributor accounts — Amazon KDP, IngramSpark, Apple Books, Barnes & Noble, Kobo and others — are set up in your name and connected to your own bank account. Those retailers pay you directly. We never receive, hold, or take a percentage of that money, and we have no visibility into it beyond the reports you or the retailer choose to share with us. Our fee covers production and setup, not your future earnings.
12.3 Retailers decide for themselves. Distributors, wholesalers, libraries, and retailers are under no obligation to stock, order, re-order, carry, list, price, promote, or display any book. Their decisions are their own and we cannot compel them.
12.4 Retailer terms change. Retailer requirements, royalty rates, category structures, promotional programmes, and content policies change without notice and without our involvement. Changes may require file resubmission or metadata edits, which may carry a fee.
12.5 Takedowns. You may request removal from any channel at any time. We will submit the request within 5 Business Days. Retailers typically take 4 to 6 weeks, sometimes longer. Listings, cached pages, reviews, and third-party marketplace entries may remain visible indefinitely. That is outside our control.
12.6 Disputes with retailers. If a retailer underpays you, delays you, changes its rates, or removes your title, that is a matter between you and the retailer. We will help you understand and respond to it, but we are not a party to it.
13. Artificial intelligence
13.1 We will not train on your work. Restating section 9.4 because it matters: we do not use your manuscript or materials to train, fine-tune, or evaluate AI models, and we do not sell or license your Work to anyone for that purpose.
13.2 Where we may use AI in production. We may use AI-assisted tools for internal purposes such as grammar and consistency checking, transcription, metadata and keyword research, formatting automation, and initial concept exploration.
13.3 What we can and cannot promise about third-party tools. We require our staff and Contractors to use only AI tools whose terms exclude submitted content from model training, and to use business or enterprise plans where a consumer plan would not. We cannot audit every keystroke of every freelancer, and we will not pretend otherwise. If you would prefer that no AI tool of any kind touches your manuscript, tell us in writing before work begins and we will honour it at no extra charge and confirm it to you.
13.4 A human always reviews it. A person reviews any AI-generated or AI-assisted output before it reaches you or your readers. No AI output is delivered to you unreviewed.
13.5 We will tell you. Where a deliverable you receive was materially produced with AI assistance — synthetic narration, or AI-generated cover imagery, for example — we will tell you before you approve it, and you may decline it. Declining an AI-produced deliverable does not consume a revision round and is not a scope change. We will either produce a non-AI alternative at no additional charge or refund that line item in full, at your election.
13.6 Your disclosure obligation. If any material part of your manuscript was generated by AI, tell us before we begin. We do not refuse AI-assisted books. But Amazon KDP and other retailers require disclosure of AI-generated content, and an undisclosed AI book can be delisted after publication. We cannot make that disclosure accurately on your behalf unless you tell us, and we are not responsible for retailer action taken because of a disclosure you did not make.
14. What we do not guarantee
14.1 WE DO NOT GUARANTEE SALES. WE CANNOT CONTROL THE PURCHASING DECISIONS OF CONSUMERS, BOOKSELLERS, LIBRARIANS, REVIEWERS, OR RETAILERS. WE MAKE NO GUARANTEE, PROMISE, OR REPRESENTATION AS TO THE NUMBER OF COPIES THAT WILL BE SOLD, THE REVENUE OR ROYALTIES YOU WILL EARN, OR ANY RETURN ON YOUR INVESTMENT.
14.2 WE DO NOT GUARANTEE BESTSELLER STATUS, CATEGORY RANKING, OR CHART PLACEMENT ON ANY RETAILER, LIST, OR PLATFORM.
14.3 WE DO NOT GUARANTEE REVIEWS, THE NUMBER OF REVIEWS, THE RATING OF REVIEWS, OR COVERAGE BY ANY REVIEW PUBLICATION. WE WILL NOT BUY, SOLICIT, INCENTIVISE, OR MANUFACTURE REVIEWS, AND WE WILL NOT WORK WITH ANY VENDOR WHO DOES.
14.4 WE DO NOT GUARANTEE MEDIA COVERAGE, PRESS PLACEMENT, INTERVIEWS, PODCAST APPEARANCES, SPEAKING ENGAGEMENTS, AWARDS, OR FILM, TELEVISION, TRANSLATION, OR SUBSIDIARY-RIGHTS INTEREST.
14.5 WE DO NOT GUARANTEE ACCEPTANCE BY ANY RETAILER, DISTRIBUTOR, LIBRARY, OR CATALOGUE, OR THAT ANY BOOK ACCEPTED WILL REMAIN LISTED.
14.6 WE DO NOT GUARANTEE SEARCH ENGINE RANKINGS, SOCIAL MEDIA REACH, ADVERTISING PERFORMANCE, EMAIL OPEN RATES, OR WEBSITE TRAFFIC.
14.7 Anything anyone told you. No statement by any employee, Contractor, or sales representative — spoken, written, or implied, before or after you signed — creates a guarantee of results unless it is written into your Service Order and signed by an authorised officer of Certiva. If a result was promised to you and it is not in your Service Order, it is not part of this agreement. If someone here promised you something that is not written down, tell us and we will deal with it as a matter of goodwill; doing so does not vary this agreement.
14.8 Editorial judgement. Editing, design, and marketing involve professional judgement and taste, and reasonable professionals differ. Dissatisfaction with a subjective creative choice, where the work meets professional standards and matches the brief you approved, is a matter for the revision process in section 6, not a refund matter.
15. Your promises to us
You represent and warrant, on a continuing basis, that:
15.1 You are the sole owner of the Work, or you have all rights and permissions necessary to publish it and to grant us the licence in section 9.2.
15.2 The Work is original to you, except for material you have identified and for which you hold valid written permission. Any AI-generated material has been disclosed under section 13.6.
15.3 The Work does not infringe any copyright, trademark, patent, trade secret, moral right, right of privacy, or right of publicity.
15.4 The Work is not defamatory, does not disclose anyone's private facts without permission, and does not falsely attribute statements or conduct to any real person.
15.5 The Work does not violate any law, court order, non-disclosure agreement, employment agreement, settlement agreement, or other contract you are bound by.
15.6 Quoted material, song lyrics, poetry, images, photographs, charts, and other third-party content are properly licensed by you, in the public domain, or used within fair use, and you have made that determination yourself or with your own legal counsel.
15.7 Any factual, historical, medical, legal, financial, technical, or instructional content is accurate to the best of your knowledge, and any instructions, formulae, or recipes will not cause injury if followed as written.
15.8 All information you give us — your identity, contact details, tax information, and authority to contract — is true and current.
15.9 Where your Work names, depicts, or photographs an identifiable living person, you have that person's consent, and where that person is a minor, the consent of their parent or legal guardian.
16. Content we will not publish
16.1 We will not produce or distribute material that: is unlawful; sexually depicts, exploits, or sexualises minors in any way; incites violence, terrorism, or unlawful discrimination against any group; provides genuine instruction for serious criminal harm; constitutes fraud or a scheme to defraud; infringes third-party rights; or is plagiarised or misrepresents public-domain or third-party work as your own.
16.2 What we will publish. We publish adult content, profanity, explicit material, violence in fiction, politically and religiously contentious argument, and difficult, painful, and controversial subject matter. Being uncomfortable is not a reason to refuse a book. Retailers may apply their own, stricter rules, and we will tell you where we expect that.
16.3 Discretion, and how we use it. We may decline a project at our discretion. If we decline before work begins, you receive a full refund. If we decline after work begins because of a content issue, we will explain it in writing, give you a fair chance to substitute acceptable material, and refund you under the Refund Policy. We do not charge a content-evaluation fee for declining a book.
16.4 Where we discover a violation after publication, we may suspend distribution while we investigate. We will tell you what we found and give you an opportunity to respond before any permanent action.
17. Confidentiality
17.1 We treat your unpublished manuscript and any material you mark confidential as confidential. We will not disclose it except to employees and Contractors who need it to do the work and who are bound by equivalent obligations, or where compelled by law.
17.2 We will tell you promptly if we are legally compelled to disclose your material, unless we are prohibited from telling you.
17.3 This obligation survives the end of this agreement indefinitely as to unpublished material.
17.4 Confidentiality does not cover information that is or becomes public other than through our breach, that we already lawfully held, or that we independently developed.
18. Indemnity
18.1 You will indemnify, defend, and hold harmless Certiva, its members, officers, employees, and Contractors from any third-party claim, demand, action, loss, damage, liability, cost, or expense, including reasonable attorneys' fees, arising out of or relating to: a breach of your warranties in section 15; the content of your Work; material you supplied to us; or your use of our services in violation of these Terms — except to the extent the claim arises from our own negligence, willful misconduct, or breach of these Terms.
18.2 We defend ourselves too. We may participate in the defence with our own counsel at our own expense. You may not settle a claim in a way that admits fault on our part or imposes an obligation on us without our written consent, which we will not unreasonably withhold.
18.3 Notice. We will notify you promptly of any claim and will cooperate reasonably in the defence at your expense.
18.4 What we will not do. We will not suspend your account or refuse to release your section 10.1 files merely because a claim has been alleged. We may do so only where a claim has been filed in a court or arbitral forum, or where a retailer or distributor has taken action against your title, and then only to the extent reasonably necessary and for so long as the matter is genuinely unresolved. We will tell you in writing what we are withholding and why.
18.5 We indemnify you too. We will indemnify and hold you harmless from any third-party claim that our own original work product, as delivered by us and used by you as delivered, infringes a third party's intellectual property rights. This does not cover material you supplied to us or changes you made after delivery.
19. Limitation of liability
19.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SALES, LOST ROYALTIES, LOST DATA, LOST BUSINESS OPPORTUNITY, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY. This section does not limit either party's indemnity obligations under section 18.
19.2 Cap. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO US UNDER THE SERVICE ORDER GIVING RISE TO THE CLAIM. There is no lookback window: everything you have paid on that Service Order counts, whenever you paid it.
19.3 What is not capped. The cap does not apply to: (a) our gross negligence, willful misconduct, or fraud; (b) our indemnity obligation in section 18.5; (c) amounts payable as refunds under the Refund and Cancellation Policy, which are contractual payment obligations and are neither capped by nor counted against section 19.2; or (d) any liability that cannot be limited under applicable law.
19.4 Warranty disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do warrant that we will perform with reasonable skill and care, and section 6.6 means we fix our own errors at our own cost. Nothing here disclaims any implied warranty in respect of printed books or other tangible goods where such a disclaimer is prohibited by the Magnuson-Moss Warranty Act or applicable state law.
19.5 Some states. Some jurisdictions do not allow certain exclusions or limitations. Where that is so, the exclusion applies to the maximum extent permitted and the rest of this section stands.
20. Term, termination, and what happens after
20.1 Term. These Terms apply from acceptance until the engagement ends.
20.2 Your right to terminate. At any time, for any reason, on written notice to hello@certivapublishers.com. Refunds are governed by the Refund and Cancellation Policy.
20.3 Our right to terminate.
(a) For convenience: on 30 days' written notice, in which case you receive a full refund of all amounts paid, including the administrative retention.
(b) For cause, after notice and a chance to cure: where you materially breach these Terms, breach a warranty in section 15, or your Work raises a content issue under section 16.1 other than one described in (c). We will give you written notice describing the problem and 15 Business Days to cure it or supply acceptable substitute material. If you do not, we may terminate, and your refund is calculated under the Refund Policy tiers — not forfeited.
(c) For cause, immediately, only where: your Work contains material sexually depicting, exploiting, or sexualising minors; you have committed fraud against us; or you have engaged in unlawful conduct toward our staff or Contractors.
(d) For non-payment: where an amount is more than 30 days overdue and remains unpaid 15 days after written notice.
20.4 What "cause" is not. Cause does not include: complaining about our work; leaving a negative review; disputing a charge; requesting a refund; contacting a consumer-protection agency; or a third party merely alleging something about you.
20.5 On termination, you get your files. On full payment of amounts due for work actually performed, we deliver everything listed in section 10.1 for every completed deliverable, within 30 days. Work in progress is delivered in its current state where usable.
20.6 Distribution wind-down. We submit takedown requests within 5 Business Days. Retailer timing is outside our control (section 12.5).
20.7 Survival. The following survive termination: section 7 as to amounts already accrued, section 8 and the Refund and Cancellation Policy, sections 9, 10, 11.2 to 11.4, 12.5, 13.1, 14, 15, 16.4, 17, 18, 19, 20.5 to 20.7, 21, and 22.
21. Resolving disputes
We want disputes resolved quickly, cheaply, and without lawyers wherever possible. This section sets out a ladder. It does not require you to give up your right to go to court, to a jury trial, or to join a class action.
21.1 Step one: talk to us (30 days). Before starting any formal proceeding, email hello@certivapublishers.com with the subject "Formal Dispute Notice," describing the dispute and what you want. We will respond within 10 Business Days and both sides will negotiate in good faith for 30 days from the date of the notice.
21.2 Step two: mediation (60 days). If step one does not resolve it, both parties will attempt mediation before a single neutral mediator under the mediation rules of the American Arbitration Association, or another provider both parties agree to. Mediation may be conducted by videoconference. The parties share the mediator's fee equally, and each pays its own costs. If the dispute later goes to court, the losing party reimburses the winning party's share of the mediation costs as part of the judgment. If no agreement is reached within 60 days of a mediation request, either party may proceed to court.
21.3 Step three: court. Any unresolved dispute will be brought in the Circuit Court for the County of Oakland, Michigan, or the United States District Court for the Eastern District of Michigan, and both parties consent to that jurisdiction and venue. These Terms are governed by the laws of the State of Michigan, without regard to conflict-of-laws rules.
21.4 We do not require arbitration, and we do not waive your jury right. There is no mandatory arbitration clause in this agreement, no class-action waiver, and no jury-trial waiver. That is a deliberate choice.
21.5 Time limit. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where a longer period is required by law. This period is tolled from the date a Formal Dispute Notice is sent until 30 days after the ladder in 21.1 and 21.2 concludes, so that using this process never costs you time.
21.6 Exceptions to the ladder. Either party may seek injunctive relief in court at any time to protect intellectual property or confidential information, and either party may bring a claim in small claims court, without completing steps one and two.
21.7 A refund request is not a dispute notice. Emailing us a refund request under the Refund Policy does not start the clock in 21.1 and is not a condition precedent to anything. They are separate processes and you may use either or both.
21.8 Your statutory rights are untouched. Nothing here limits your right to file a complaint with a consumer-protection agency, the Michigan Attorney General, or the FTC, or to dispute a charge with your bank or card issuer.
21.9 Attorneys' fees. Each party bears its own, except where a statute or the indemnity in section 18 provides otherwise.
22. General
22.1 Changes to these Terms. We may update these Terms. We will post the revised Terms with a new "Last updated" date, and for material changes we will email account holders at least 30 days before they take effect. Changes do not apply retroactively to work already ordered. The Terms governing your order are those in force on the date you accepted them or on your Order Date, whichever is earlier. We keep dated earlier copies and will send you yours on request.
22.2 Entire agreement. These Terms, the Refund and Cancellation Policy, the Privacy Policy, and your Service Order are the whole agreement and supersede all prior discussions, subject always to section 14.7.
22.3 Assignment. You may not assign without our written consent, which we will not unreasonably withhold, including to your estate or heirs. We may assign to a successor in a merger or sale of substantially all assets, on notice to you.
22.4 Severability. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest stands.
22.5 No waiver. Not enforcing a provision once does not waive it.
22.6 Force majeure. Neither party is liable for delay caused by events beyond reasonable control, including natural disaster, war, epidemic, labour dispute, utility or internet failure, or government action. The affected party will notify the other and resume as soon as practicable.
22.7 Independent contractors. Nothing here creates a partnership, joint venture, employment, or agency relationship.
22.8 Notices. To us: hello@certivapublishers.com and 24566 Jade Dr, Farmington Hills, Michigan 48336. To you: the email address on your account — please keep it current. Notice is effective on the Business Day after sending.
22.9 Headings and summaries. Headings are for convenience. Section 1.7 governs the effect of every summary, recap, bullet list, and table in these Terms.
22.10 Language. These Terms are in English, and English governs any translation.
Contact
Certiva Publishers — a Certiva LLC company 24566 Jade Dr, Farmington Hills, Michigan 48336 hello@certivapublishers.com · (810) 522-4879