Terms of Use

Please read these Terms of Use carefully. They contain the legal terms and conditions that govern your participation in and use of Inkubate, LLC (“Inkubate”). Some terms are defined in user specific sections of the agreement; however, these defined terms apply universally wherever they may appear herein. It is suggested that you read the entire agreement so that you understand the relationship between Writers, Agents, Editors, Publishers and Inkubate and the specific responsibilities that each user of this site agrees to be bound by.

Inkubate Website and Accounts: General terms

The Inkubate Site may contain links to third party websites that are not owned or controlled by Inkubate. Inkubate has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Inkubate will not and cannot censor or edit the content of any third-party site. By using the Inkubate Site, you acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites and you expressly relieve Inkubate from any and all liability arising from your use of such websites.

Inkubate does not permit copyright infringing activities and infringement of intellectual property rights on its website, and Inkubate will remove Writer Manuscripts if properly notified that such content infringes on another’s intellectual property rights or contravenes any applicable privacy legislation. Inkubate reserves the right to remove Writer Manuscripts without prior notice.

Inkubate has taken the following measures to protect Writers’ Manuscripts:

• Access to Manuscripts is restricted via a password to authorized employees of Agents, Editors and Publishers who subscribe to this service and employees of Inkubate, LLC, “Inkubate.”
• Additionally, Agents, Editors and Publishers are required to acknowledge that each Manuscript is a proprietary, copyrighted work owned by its Writer and may not be used without written permission of the Writer.

Inkubate does not endorse any submitted Manuscript or any opinion, recommendation, or advice expressed in submitted Manuscripts, and Inkubate expressly disclaims any and all liability in connection with submitted Manuscripts.

The Inkubate Site is provided on an “AS IS” and “AS AVAILABLE” basis and Inkubate reserves the right to modify, suspend, or discontinue the Site in its sole discretion, at any time. Inkubate will not be liable to Writers, Agents, Editors or Publishers for any modification, suspension, or discontinuance of service.

Inkubate does not collect fees for, nor does it pay fees to the Agents, Editors and Publishers who use Inkubate or participate in its initiatives.

Writer’s Terms of Use

As a Writer (the “Writer”) using the Inkubate Site and/or submitting a Synopsis, Excerpt, Manuscript, Biography or other content (collectively, as used in these terms, a “Manuscript”) to the Site, the Writer agrees to be legally bound to these Terms of Use:

The Inkubate Site is designed to be a web-based submittal service. Any paper Manuscripts submitted to Inkubate cannot be distributed or returned to the Writer.

The Writer retains ownership rights of submitted Manuscripts at all times. However, by submitting Manuscripts to Inkubate, the Writer grants Inkubate a non-exclusive, royalty-free license to use, reproduce, distribute, and display the Manuscript so that Inkubate may show the Writer’s Manuscript to Agents, Editors and Publishers until such time as the Writer chooses to remove the Manuscript, pursuant to Inkubate’s Terms of Use. If the Writer removes a Manuscript from the Inkubate Site, pursuant to the Terms of Use described further below, the Writer understands and agrees that Inkubate may retain, but not display, distribute, or perform server copies of the Manuscript that have been removed or deleted.

Inkubate recognizes that any of the Writers’ submitted Manuscripts may be viewed or transmitted to potential buyers through other means. If a Manuscript becomes part of an active, non-Inkubate negotiation, while it also is under negotiation on Inkubate, the Writer agrees to notify Inkubate of the non-Inkubate negotiation.

The Writer may use the Site for lawful purposes only. The Writer agrees to not submit or transmit through the Site any Manuscript or any other material, or otherwise engage in any conduct, that violates or infringes the rights of others; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or tortious; contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; or that gives rise to civil liability; violates these Terms of Use, guidelines or any policy posted on the Site, or interferes with the use of Site by others.

The Writer represents and warrants that the Manuscript is original and does not infringe the proprietary rights of any other party, defame any individual or organization, constitute a violation of the privacy of any individual, or otherwise damage anyone. Inkubate recommends that each Writer submitting a Manuscript to the site register copyright of the Manuscript with the U.S. Copyright Office. Inkubate also recommends including a copyright notice in your Manuscript in the form of © [year], [Writer]. Copyright registration is not necessary to submit your Manuscript; however, Inkubate suggests that you register copyright shortly after submitting your Manuscript if you have not already done so. Registration forms and instructions may be found at www.copyright.gov.

Inkubate reserves the right, in its sole discretion, to terminate the Writer’s access to all or part of the Site, for any reason, with or without notice. By way of example but not limitation, Inkubate may cancel the Writer’s password and otherwise prohibit the Writer’s access to the Site and/or ability to post Manuscripts to the Site in the event that the Writer’s subscription is not current or Inkubate determines, in its sole discretion, that a Manuscript submitted by the Writer violates these Terms of Use.

The Writer agrees that Inkubate’s sole responsibility to the Writer is to comply with these Terms of Use. The Writer agrees that, in the event of any breach of these Terms of Use by Inkubate, the Writer’s sole and exclusive remedy at law or in equity will be the refund of the current annual subscription fees the Writer has paid, if any such fees have been collected, and that Inkubate will under no circumstances be liable to the Writer or to any other party for any other amount. Currently, Inkubate does not collect Writer subscription fees. The Writer agrees to hold harmless and indemnify Inkubate and its officers, directors, employees, principals, managers, and agents against any actions, claims, demands, or proceedings (each, a “Claim”) arising from or out of the Writer’s use of this Site, the Writer’s submission of any Manuscript, or any breach or alleged breach of the Writer’s representations, warranties, or obligations under these Terms of Use and to reimburse Inkubate for all costs, including reasonable attorneys’ fees, incurred by Inkubate in defending or addressing such Claim. INKUBATE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGARDING USE OF THE SITE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

If the Writer believes that one or more of the Writer’s copyrighted Manuscripts displayed on the Site has been infringed through the Inkubate Site, the Writer should contact Inkubate with all of the following information:

1. A statement telling Inkubate that you have found content on Inkubate that you believe infringes your copyright.

2. The title of the content concerned and the full URL for its page.

3. A description of how the content infringes your copyright.

4. A description of your copyrighted work (i.e., type of work and publication details).

5. Your contact information, including an email address. (The contact information may be passed on to the alleged infringer by Inkubate, so that he or she can get in touch with you to resolve your complaint directly).

6. A statement that you have “a good faith belief” that use of the copyrighted work is not authorized by the copyright owner and is not otherwise permitted by law.

7. A statement that the information you are providing is accurate and, under penalty or perjury, that you are authorized to act on behalf of the copyright owner.

8. Your signature. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted.

9. Send the notice, in English, to the following address:
 Attn: Inkubate Copyright Infringement Notification
Be certain the content that you have seen on Inkubate infringes your copyright. Be aware that there may be adverse legal consequences if you make a false or bad faith allegation of copyright infringement using this process.

By registering to use this Site as a Writer, you acknowledge that you are at least 18 years of age or otherwise are lawfully permitted to enter into contracts under applicable law. If not, please ask your parent or legal guardian to submit the application on your behalf.
The Writer agrees that Inkubate may, in its sole discretion, modify or revise these Terms of Use at any time. Inkubate may attempt to notify the Writer when major changes are made to these Terms of Use; however, the Writer should periodically review the Terms of Use.

Publishers’ Terms of Use

By accessing the Site, you acknowledge that you are an authorized employee of an Agent, Editor or Publisher with a valid subscription to the Site (the “Publisher”). The Publisher acknowledges and agrees that each Manuscript posted by a Writer on this Site is a proprietary and copyrighted work owned by its Writer and may not be used without written permission of the Writer. Publisher represents and warrants that it and its employees and agents will not infringe upon the rights of any Writer or use any Manuscript in a fashion that would require a license under U.S. Copyright law without first securing the written approval of the Writer of the Manuscript.

The Publisher acknowledges that when using the Inkubate Site it will be exposed to Manuscripts from a variety of sources. The Publisher understands and acknowledges that it may be exposed to Manuscripts that it deems inaccurate, offensive, or objectionable. Inkubate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Manuscripts. The Publisher hereby waives any legal or equitable rights or remedies it may have against Inkubate with respect to such Manuscripts.

The Publisher agrees to hold harmless and indemnify Inkubate and its officers, directors, employees, principals, managers, and agents against any actions, claims, demands, or proceedings (each, a “Claim”) arising from or out of its use of this Site, its use of any Manuscript, or any breach or alleged breach of its representations, warranties, or obligations under these Terms of Use and to reimburse Inkubate for all costs, including reasonable attorneys’ fees, incurred by Inkubate in defending or addressing such Claim. INKUBATE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGARDING USE OF THE SITE OR THE MANUSCRIPTS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT ANY MANUSCRIPT DOES NOT INFRINGE UPON, DEFAME, OR OTHERWISE CAUSE DAMAGE TO PUBLISHER OR ANY OTHER INDIVIDUAL OR ENTITY.

The Publisher agrees that Inkubate may, in its sole discretion, modify or revise these Terms of Use at any time. Inkubate may attempt to notify the Publisher when major changes are made to these Terms of Use; however, the Publisher should periodically review the Terms of Use.

Inkubate Statement on Intellectual Property Rights, Ownership and Deployment of Auction Technology

USERS PLEASE NOTE: Auctions are not enabled in this release of Inkubate. Users will be notified through the Inkubate system when this feature is enabled and will have an opportunity to “opt out.” Additionally, an “Auction Participant Agreement” will be available for review and acceptance at that time. The following information is provided to clarify the Inkubate process:

All users of Inkubate agree that the Inkubate site at no time transfers intellectual property rights or ownership of intellectual property between users of the site. Inkubate’s sole purpose is to pair potential buyers and sellers of intellectual property through a process we call “Exclusive Timed Rights Negotiation,” ( hereafter “ETRN”). ETRN auctions that conclude on Inkubate establish between the participants a legally binding contract to negotiate in good faith for the ETRN period in the pursuit of reaching a mutually acceptable agreement for the establishment of a formal business relationship between the participants. By way of example, at the conclusion of a ETRN auction, a typical Publisher user would be expected to contact the Writer user, whose Manuscript was subject to the auction, and attempt to reach a suitable agreement that will ultimately result in publishing the Writer’s Manuscript or other mutually agreeable business arrangement. If no mutually agreeable arrangement between the two participants can be reached in good faith, and after the expiration of the ETRN period, no further obligation exists between the parties. In fact, if there exist any “runners up” to the ETRN auction process, the right to exclusively negotiate transfers to the next bidder in line.

The period of ETRN may vary from auction to auction and/or may vary with the final auction price. These ETRN periods will be documented as part of the auction process prior to the acceptance of any bid by the system. After an auction concludes, further negotiations between participants are private and conducted outside of Inkubate’s structure following the standard business practices of the participants, subject only to the stipulation that the participants agree to notify Inkubate through our proprietary automatic tracking systems when a negotiation is concluded successfully or when it is not. The details of that negotiation however, remain private and are not transmitted to Inkubate.

To ensure fair and reasonable negotiations and to facilitate an efficient process, Inkubate will escrow any final auction fees until such time as Inkubate is notified of the conclusion of the private negotiations. Upon receiving this notification, Inkubate will distribute any auction proceeds as per our disbursement policy in effect at the time of the Auction.