Service Agreement

This document outlines the terms and conditions for Services provided by BLUE PEN to CLIENT.

Highlights:

• Clients maintain copyrights to their original work at all times.
• Cancel within seven days with a 15% fee.
• Manuscripts are never shared outside the Blue Pen team.
• Clients are responsible for providing accurate information.

1. Services to Be Performed

CLIENT may book Services through our Booking Form, which will list applicable fees. The deliverables for each service are outlined in our Services List. Fees and rates provided through the Service List are for reference only and do not supersede the fee calculated by the Booking Form.

If information submitted through the Booking Form, including declarations of content and word count, is found to be inaccurate, BLUE PEN may terminate the Services in accordance with Section 8.

We verify word counts using Microsoft Word's word count tool. A variance of up to fifty (50) words from the actual count will be considered acceptable.

2. Payment

In order to initiate the Services, CLIENT is required to make full payment on our checkout page. The payment will be processed immediately upon booking. The services will commence upon successful payment confirmation.

In the event of a payment that bounces due to insufficient funds or other reasons, CLIENT is responsible for any associated bank or transaction fees. BLUE PEN reserves the right to suspend or terminate Services until the outstanding payment is successfully processed.

3. Expenses

Additional expenses related to the publishing process are the responsibility of CLIENT, including but not limited to print costs, shipping costs, ISBN costs, and publishing fees.

4. Additional Information/Change in Scope

In order for BLUE PEN to perform services in an effective and efficient manner, CLIENT agrees to:

• Provide all information and documentation that BLUE PEN may request or that may otherwise be useful in connection with the performance of Services.  Such information and documentation shall be provided within three business days of any request from BLUE PEN.
• Immediately advise BLUE PEN of any changes to CLIENT’S operations or other information that may require a change in the scope or particulars of the Services.

5. Team

A. Freelance Support

BLUE PEN reserves the right to commission freelance support or outsource any job. Any outsourced job remains the property/responsibility of BLUE PEN, and such services are deemed to be carried out indirectly by BLUE PEN.

B. Individual Availability

BLUE PEN makes no guarantees regarding the availability of any team member. If CLIENT'S selected team member is not available for any reason, BLUE PEN shall assign another team member to complete CLIENT'S Service. In such case, CLIENT shall have the right to terminate the individual Service in accordance with the Section 8, regardless of whether seven (7) days have passed since booking the Service.

6. Ownership & Rights

A. Usage Rights

BLUE PEN retains the right to use edit letters, up to five pages of edited material, cover designs, and representations of interior layouts for website graphics, sample edits, and training materials. At any time, CLIENT may revoke the right to this usage or request that identifying information, including author and character names, be changed or redacted.

CLIENT retains rights to their original work at all times.

B. Editing Copyrights

BLUE PEN retains copyright to all edits, comments, critiques, and supplementary materials created by BLUE PEN while engaging in the completion of Services. Upon completion of the service, provided the payment has been received in full, BLUE PEN transfers full copyright ownership of edits made directly to CLIENT's manuscript, including line edits, copyedits, and proofreading changes. Such edits will be made using Microsoft Word's Track Changes feature.

CLIENT will have the right to publish this edited material as their own without attribution to BLUE PEN.

BLUE PEN maintains the copyright to edit letters, manuscript critiques, in-text comments, and other intellectual property created for the purpose of guiding CLIENT's revision process. BLUE PEN grants CLIENT permission to use, store, and modify such materials. However, CLIENT may not publish these materials without BLUE PEN's express written consent.

C. Designs & Licensing

BLUE PEN reserves the right to indicate on the copyright page of the print and/or digital interior that design services, including cover design and interior layout, were completed by BLUE PEN. BLUE PEN designs are only licensed to CLIENT and cannot be resold.

BLUE PEN guarantees that all images used in designs—except those provided by CLIENT as described in Section 7.C—are either in the public domain or legally licensed. The cost of stock image licenses is included in design fees and does not constitute an expense.  

CLIENT authorizes BLUE PEN to license stock images on CLIENT's behalf and Client agrees to the Adobe Stock terms. CLIENT understands that it may not reproduce the content more than 500,000 times without purchasing an extended license for stock images used.

D. Client-Provided Materials

CLIENT represents and warrants that they hold ownership of all materials provided to BLUE PEN, including manuscripts, images, and supplemental materials. CLIENT agrees not to provide material to BLUE PEN which would constitute plagiarism or copyright infringement. BLUE PEN is not responsible for verifying the copyrights associated with any materials provided from CLIENT and is not liable to any third party for damages resulting from the use or publication of materials provided by CLIENT.

7. Termination

A. Commencement and Cancellation

These terms enter effect when Services are booked and will continue until completion of the Services, unless terminated earlier by either party.

If Services are terminated prior to completion for any reason and by either party, BLUE PEN will refund CLIENT'S payment, minus a 15% cancellation fee, and no deliverables shall be provided to CLIENT.

B. Termination by the CLIENT

CLIENT may terminate Services for any reason within seven (7) days of booking Services. CLIENT must request cancellation for individual services through their Services Portal. If the Service is at least 50% complete at the time of the cancellation request, the Service will not be terminated and no refund will be issued.

C. Termination by BLUE PEN

BLUE PEN reserves the right to terminate this Agreement if CLIENT's material is deemed to be in conflict with BLUE PEN's core values, including but not limited to the following content:

• Plagiarized Content: Any content that includes text, ideas, or materials copied from other sources without proper attribution or permission.
• Hate Speech and Discrimination: Manuscripts that promote hatred, discrimination, or harm towards individuals or groups based on attributes like race, religion, gender, sexual orientation, or disability.
• Illegal or Unethical Content: Manuscripts that encourage or promote illegal activities, unethical behavior, or actions that may cause harm to others.
• Violations of Copyright and Intellectual Property: Content that infringes upon copyrights, trademarks, or other intellectual property rights without proper authorization.
• Privacy Violations: Manuscripts that invade the privacy of individuals by sharing personal information without consent.
• Artificial Intelligence: Manuscripts generated by artificial-intelligence tools, such as ChatGPT.

BLUE PEN shall provide in writing an explanation of reasons for terminating Services.

Should BLUE PEN be unable to fulfill the obligations in connection with an individual Service, BLUE PEN shall refund in full CLIENT'S fee for the individual Service.

D. Dormancy

In the event that the CLIENT remains inactive or dormant for a continuous period of 30 days without providing any response or necessary materials, BLUE PEN reserves the right to initiate termination of the Agreement. BLUE PEN must have made at least three reasonable attempts to contact the CLIENT during the period of unresponsiveness.

In such a case, CLIENT will be notified via the contact information provided. If CLIENT fails to respond or resume communication within 30 days of the notification, termination will be considered effective. BLUE PEN will retain any monies paid.

8. Independent Contractor Status

CLIENT understands that they are engaging BLUE PEN as an independent contractor. No partnership, joint venture, co-ownership, agency, or employment relationship is created. Unless BLUE PEN specifically agrees to do so, in writing, BLUE PEN will not act as an agent or make commitments on the behalf of CLIENT.

9. Confidentiality

BLUE PEN agrees to maintain complete privacy of the manuscript. It will not be shared outside BLUE PEN or its agents, which includes any contract professionals hired to assist in the completion of Services. CLIENT may not publicly share unfinished designs or rejected concepts in any online or offline forums without express permission from BLUE PEN.

10. Communication

A. Client–Team Communication

The CLIENT shall utilize BLUE PEN's online messaging system for communication with team members. To stay informed about new messages, CLIENT may choose to receive notifications through emails and push notifications. Although BLUE PEN strives to ensure the effectiveness of these notifications, neither BLUE PEN nor its representatives can be held responsible for missed communications resulting from technological malfunctions or other unforeseen issues. Therefore, CLIENT is advised to regularly check their project for updates.

B. Service-Related Communication

CLIENT shall communicate directly with team members regarding the completion of Services. CLIENT agrees to limit communication to topics that are relevant and necessary to the successful completion of Services. BLUE PEN team members are not responsible for communication regarding peripheral topics, including but not limited to publishing, writing, and marketing. BLUE PEN provides support for such topics through a Knowledge Base and paid consultations.

11. Governing Law; Jurisdiction; Interpretation; Severability

These Terms shall be construed and enforced under the substantive laws of Tennessee.  Any dispute related to these Terms shall exclusively be brought in a state or federal court located in Tennessee. Headlines are for reference only and shall not affect the meaning of any terms, covenants or conditions hereof. If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions will continue unimpaired.

12. Limitation of Liability; Indemnification

A. Limitation of Liability

CLIENT accepts all responsibility for the veracity, accuracy, and originality of the manuscript, any residual errors that appear in the final version, and all images or elements provided by CLIENT for design purposes. BLUE PEN IS NOT LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. BLUE PEN IS NOT RESPONSIBLE FOR ANY CASES OF DEFAMATION OR COPYRIGHT INFRINGEMENT ARISING FROM CLIENT'S WORK. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM LIABILITY OF BLUE PEN SHALL BE LIMITED TO THE FEES PAID BY CLIENT TO BLUE PEN.

B. Indemnification

BLUE PEN cannot guarantee CLIENT exclusivity of any strategy, design, or other intellectual property provided. Therefore, CLIENT will indemnify and hold harmless BLUE PEN for any alleged claim from CLIENT or any third party as the result of unintentional similarity in part or whole of a third party’s copyright protected or registered trademark or brand, identity, color usage, image style and content, or otherwise.

13. Entire Agreement

These Terms contains the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any prior or inconsistent agreements, negotiations, representations and promises, oral or written. No modification of these Terms nor any failure or delay in enforcing any term, exercising any option or requiring performance shall be binding or construed as a waiver unless agreed to in writing by the parties hereto.