Cognella Custom, an imprint of Cognella, Inc. (“Cognella”), enables users to create customized materials which will be licensed for a defined term and audience.
Definitions
- Project: Each unique set of materials prepared for a single term and audience.
- Client: The person authorizing Cognella to assemble the Project.
- Course Pack: A collection of readings assembled into a single format, made available by Cognella directly to customers.
- Pilot Prelim: An early edition of a title which is under contract for publication by Cognella Academic Publishing.
- Custom Edition: A customized version of a title published for the national market by Cognella Academic Publishing.
- Permissions Only: A Project for which Cognella is solely clearing copyrights and not assembling or distributing material directly to customers.
- Term: The academic term which most closely aligns with the period of publication. Our standard publication periods have first days of class in the following range:
- Winter/Spring Semester: December 1 – March 31
- Summer Semester: April 1 – July 31
- Fall Semester: August 1 – November 30
- Winter Quarter: December 1 – February 15
- Spring Quarter: February 16 – April 30
- Summer Quarter: May 1 – August 31
- Fall Quarter: September 1 – November 30
- Term Type: Unless otherwise noted, Cognella expects courses on a quarterly system to run for 10 weeks from the first day of class, courses on a semester system to run for 16 weeks from the first day of class, and intersession courses to run for 4 weeks from the first day of class.
- Work: Any originally-authored material contributed by the client to the Project.
- Net Proceeds: Amounts actually received by Cognella from sales of copies of the Work (including sales of electronic copies and copies of portions of the Work), after deduction of all refunds, credits, and other reasonable adjustments, and will not include any shipping and handling charges or any tax payments (e.g., sales, use, excise) received by Cognella.
Copyright
Client authorizes Cognella to produce and distribute a Project published for the course(s) and term(s) listed on this the order form. Client grants Cognella a non-exclusive, perpetual license to print, publish, and distribute, and to cause others to print, publish, and distribute, the Work and the Project in whole or in part, throughout the world, in any and all languages, in any and all media now known or developed in the future (including in all formats of electronic, magnetic, digital, laser, and optical-based media), and in connection with the advertising, publicity, and promotion of the Project.
Rights and Permissions
- Client warrants that (a) Client is the sole owner of the rights granted in this Agreement; has not assigned, pledged, or otherwise encumbered them; and has the right to enter into this Agreement; (b) content provided by the Client to Cognella as originally authored material is original work and does not infringe any copyright or any other right; (c) the Project contains no material that is libelous, is in violation of any right of privacy or publicity, or will subject Cognella to liability; (d) all third-party material incorporated in the Project has been identified as such; and (e) Client either has secured written permission to use the intellectual property of others included in the Project or will provide Cognella with all necessary documentation to allow Cognella to license any third-party content.
- Cognella agrees to review third-party content submitted for inclusion in the Project. If accepted for publication, Cognella agrees to secure any copyright permission required under U.S. copyright law.
- Client agrees not to influence any additional entity to publish or distribute the Project or its content in any print or digital mediums, including any format of electronic reserves, for the individuals in the course and term listed on the order form. Client understands that Cognella will allow a single print copy of the Project to be put on physical library reserves for limited student use.
Indemnifications
- The Client will indemnify, defend, and hold harmless Cognella, its business partners, and each of their representatives and employees, from and against any claim, loss, damage, expense (including reasonable attorneys’ fees), recovery, judgment, or amounts paid in settlement relating to any breach of any warranties or obligations hereunder or if any of the information provided to Cognella is inaccurate, and agrees to act swiftly to remove or prevent any distribute not expressly contemplated herein.
- Cognella agrees to indemnify and hold harmless the Client for any claim, loss, damage, expense (including reasonable attorneys’ fees), recovery, judgment, or amounts paid in settlement relating to any breach of their representations or warranties.
- The representations, warranties, and indemnities made by the Client and Cognella will survive the termination of this Agreement.
Royalties
In addition to licenses for third-party content, Client may add a royalty for originally-authored content (the “Work”) included in the Project. The request to add a royalty must be communicated in writing by the Client for each Project, and must be approved by Cognella in advance of publication. Cognella will pay royalties no later than ninety (90) days following the end of the standard academic term and will include an accounting of the number of copies sold along with the calculated royalty for all uses during the term. Royalties will be paid on Net Proceeds, and will not be payable on returned copies. Cognella may establish a reasonable reserve against returns it expects to occur from one period to the next. If the royalty payment due for a single Project is less than US $25.00, Cognella may determine, at its sole discretion, to hold the balance without payment until the royalty payment due to the recipient equals or exceeds US $25.00.
Entire Agreement
This Publishing Agreement constitutes the entire agreement between you and Cognella and governs your use of Cognella Custom products and services for this Project. You may also be subject to additional terms and conditions for other Projects or other products and services offered by Cognella.
Privacy Policy
Please review Cognella’s Terms of Use, Privacy Policy, and Copyright Notice, which is incorporated into this agreement by reference, to understand our practices that also govern your use of Cognella products and services.