Consent and Agreement

Terms

Purpose of Review: The book is being provided to the Requestor for the purpose of writing and publishing a review.

Review Copy Terms: The review copy is for personal use only and cannot be shared, sold, or distributed. The review copy will be provided in a digital or physical format.

Confidentiality

Definition of Confidential Information: For the purposes of this agreement, “Confidential Information” shall mean any data or information, oral or written, disclosed by Bradway Publishing LLC (“Discloser”) to the Reviewer (“Recipient”) that is not generally known to the public and relates to the advance review copy of the book titled “Determined to be Extraordinary” (“the Book”), which has not yet been published.

Obligations of Confidentiality: The Recipient agrees to retain the Confidential Information in strict confidence. Except as required in the course of their duties as an authorized reviewer, the Recipient shall not without prior written consent of the Discloser, disclose or reveal to any third party any Confidential Information of the Discloser, nor use such Confidential Information for their own benefit or for the benefit of any third party. The obligation of confidentiality shall extend for a period of 1 years from the date of disclosure of the Confidential Information.

Exceptions to Confidential Information: The obligations of confidentiality shall not apply to information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Discloser; (ii) becomes publicly known and made generally available after disclosure by the Discloser to the Recipient through no action or inaction of the Recipient; (iii) is already in the possession of the Recipient at the time of disclosure by the Discloser as shown by the Recipient’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information, as shown by documents and other competent evidence in the Recipient’s possession; or (vi) is required by law to be disclosed by the Recipient, provided that the Recipient gives the Discloser prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.

No License: Nothing in this agreement shall be construed as granting the Recipient any license, express or implied, under any patent, trademark, copyright, or other intellectual property right of the Discloser, except as expressly set forth herein.

Acknowledgement: By accepting the advance review copy of the review copy, the Recipient acknowledges their agreement to adhere to the terms of this Confidentiality Clause.

Review Guidelines

Honesty in Reviewing: The review should be honest and unbiased.

No Guarantee of Positivity: Discloser is seeking an honest review and not necessarily a positive one.

Disclosure Requirement: Reviewers should disclose that they received a free copy for review purposes, as per Federal Trade Commission guidelines.

Timeline and Deadlines

We kindly request that your review of the book be completed and submitted within four weeks from the date of receipt, to ensure timely and relevant feedback for our readers.

Publishing Rights

Use of Review: Discloser reserve the right to use excerpts from the review in promotional materials.

Review Ownership: Reviewer retains ownership of their review.

Conflict of Interest

Obligation to Disclose: The Reviewer agrees to disclose promptly any and all conflicts of interest that might impact their ability to provide an unbiased review of the book titled “Determined to be Extraordinary” (“the Book”) by Bradway Publishing LLC (“the Publisher”).

Definition of Conflict of Interest: For the purposes of this Agreement, a conflict of interest may include, but is not limited to, any personal, financial, or professional affiliations or relationships that the Reviewer may have with the Publisher, any competitor of the Publisher, or any other party who may stand to benefit or be disadvantaged by the content of the review.

Nature of Disclosure: The disclosure must include a detailed description of the nature of the conflict, including the parties involved and the Reviewer’s relationship to those parties.

Timing of Disclosure: Such disclosure should be made prior to the Reviewer’s acceptance of this Agreement and/or receipt of the Book for review. If a conflict of interest arises after the commencement of this Agreement, the Reviewer must disclose it as soon as they become aware of it.

Assessment of Conflict: Upon disclosure of a conflict of interest, the Publisher reserves the right to assess the nature of the conflict and determine, in their sole discretion, whether it poses a significant risk to the impartiality or credibility of the review.

Consequences of Non-Disclosure: Failure to disclose a conflict of interest may result in the immediate termination of this Agreement and potential legal action if the nondisclosure results in any harm or damages to the Publisher.

Mitigation Measures: In cases where a conflict of interest is disclosed and deemed manageable, the Author/Publisher may propose measures to mitigate the conflict, such as additional disclosures in the review or limitations on the scope of the review.

Continuing Obligation: The obligation to disclose conflicts of interest is ongoing throughout the term of this Agreement and extends to any situation that may arise that could compromise the integrity of the review or the perception of impartiality.

Termination

Termination Rights: Either Bradway Publishing LLC (“Discloser”) or the Reviewer (“Recipient”) may terminate this Agreement at any time upon written notice to the other party.

Conditions for Termination by Discloser: The Discloser reserves the right to terminate this Agreement immediately upon any breach by the Recipient of the terms herein, including but not limited to, breach of confidentiality or failure to comply with the agreed-upon review timelines and guidelines. Additionally, the Discloser may terminate this Agreement at their discretion without cause.

Conditions for Termination by Recipient: The Recipient may terminate this Agreement if unable to complete the review due to unforeseen circumstances, such as personal emergencies or situations that significantly hinder the Recipient’s ability to fulfill the obligations of the review process. The Recipient agrees to notify the Discloser as soon as reasonably possible upon the occurrence of any such circumstances.

Obligations upon Termination: Upon termination of this Agreement for any reason, the Recipient shall cease all use of the provided advance review copy of the book titled “Determined to be Extraordinary” and shall, at the Discloser’s option, return or destroy all copies of the book and any Confidential Information in their possession. The obligation of confidentiality as set out in the Confidentiality Clause of this Agreement shall survive termination and remain in effect as stipulated therein.

No Liability for Termination: Neither party shall be liable to the other for any damages resulting from a termination as provided for in this clause, except as required by applicable law.

Final Review Opportunity: In the event of termination by either party, unless terminated by the Discloser for breach by the Recipient, the Recipient shall have the option, but not the obligation, to submit a final review of the work completed up to the point of termination, subject to the terms of this Agreement.

Effectiveness of Termination: Termination of this Agreement shall not affect the rights and obligations accrued prior to the effective date of the termination.

Legal

Indemnification by Reviewer: The Reviewer (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless Bradway Publishing LLC] (“Indemnified Party”), and its affiliates, officers, agents, employees, and permitted successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising out of or resulting from any claim of a third party due to, resulting from, or arising out of the Indemnifying Party’s actions, including but not limited to, the breach of this Agreement, negligence, willful misconduct, or breach of any statutory duty or law.

Notification and Cooperation: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim which the Indemnified Party believes falls within the scope of this indemnification. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any third-party claim or waive any defense without the prior written consent of the Indemnified Party.

Control of Defense: The Indemnifying Party will have full control of the defense and settlement of any claim as long as it is reasonable and does not entail any admission of guilt or liability on the part of the Indemnified Party. The Indemnified Party has the right to participate in the defense of any claim at its own expense.

Limitation of Liability: The Indemnifying Party’s liability under this indemnification clause shall be limited to claims directly attributable to the Indemnifying Party’s breach of this Agreement, negligence, willful misconduct, or breach of statutory duty. This indemnification will not apply to any loss, damage, liability, claim, or expense resulting from the Indemnified Party’s own negligence or willful misconduct.

Survival: This indemnification clause shall survive the termination or expiration of this Agreement.

Governing Law: The terms of this agreement will governed by the state of New York.

Data Privacy and Use

Collection of Personal Data: In the course of this Agreement, Bradway Publishing LLC (“Data Controller”) may collect personal data from the Reviewer (“Data Subject”), which may include but is not limited to, the Reviewer’s full name, email address, and phone number.

Purpose of Data Processing: The Data Controller shall use this personal data solely for the purpose of administering the book review process, which includes communicating with the Reviewer, sending the book for review, and any necessary follow-up related to the review.

Data Storage and Security: The Data Controller agrees to implement appropriate technical and organizational measures to ensure the security of the Data Subject’s personal data, protecting it against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

Data Sharing and Disclosure: The Data Controller will not share, sell, rent, or disclose the Data Subject’s personal data to third parties, except as required by law or as necessary for the fulfillment of the Agreement (e.g., to a shipping company for the purpose of delivering the book).

Duration of Data Storage: Personal data collected will be retained only for as long as necessary to fulfill the purposes for which it was collected, including for the purposes of satisfying any legal, accounting, or reporting requirements.

Data Subject’s Rights: The Data Subject has the right to request access to, correction of, or deletion of their personal data. The Data Subject also has the right to object to processing, request restriction of processing, or request data portability.

Consent and Withdrawal: The Data Subject’s provision of personal data is based on consent. The Data Subject has the right to withdraw their consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal.

Compliance with Data Protection Laws: Both parties agree to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) for European Union residents.

Contact Information for Data Queries: Any inquiries or requests regarding data privacy should be directed to connect@dawnheimer.com.

Term of Agreement

Commencement of Agreement: This Agreement shall become effective as of the date of signature by both [Author/Publisher’s Name] (“the Author/Publisher”) and the Reviewer (“the Reviewer”) and shall remain in effect until fulfilled or terminated as provided herein.

Duration of the Agreement: The term of this Agreement shall extend from the Effective Date until the completion of the obligations herein by both parties, which includes the submission and publication of the review for the book titled “[Book Title]” (“the Book”).

Review Submission Deadline: The Reviewer agrees to submit their completed review of the Book to the Author/Publisher and/or publish the review on the agreed-upon platform(s) no later than [specific date or time period, e.g., 30 days after receiving the book]. The Author/Publisher shall provide the Book to the Reviewer within [time frame] of the Effective Date of this Agreement.

Extension of Term: If the Reviewer requires an extension of time to complete the review, such a request must be made in writing to the Publisher at least 7 days prior to the initial deadline. The Publisher may grant or deny this extension at their discretion.

Early Termination: Either party may terminate this Agreement at any time with written notice to the other party. Upon early termination, the obligations of the Reviewer to submit the review shall cease, and any review copy of the Book already provided to the Reviewer shall, at the Publisher’s discretion, be returned or destroyed as per the confidentiality provisions of this Agreement.

Consequences of Termination: Termination of this Agreement prior to the submission of the review by the Reviewer shall nullify any obligations of the Author/Publisher to provide compensation or other consideration that was contingent upon the completion and publication of the review.

Survival of Obligations: Notwithstanding the termination or expiration of this Agreement, the provisions of the Agreement that by their nature and content are intended to survive the completion of performance, termination, or expiration of this Agreement shall so survive and continue to bind the parties. This includes, but is not limited to, the provisions concerning confidentiality, indemnification, and conflict of interest.

Acceptance of Terms

Amendment Clause

Mutual Agreement Required: Amendments shall only be made with the mutual consent of both parties. Each party shall have the right to accept or reject any proposed amendment in its sole discretion.

No Obligation to Publish

Right Not to Publish: The reviewer is under no obligation to publish a review if they choose not to.

FTC guidelines for book reviews

1. Disclosure of Relationship

Free Products: If a reviewer received a book for free or at a discounted price in exchange for a review, this must be clearly disclosed.
Financial or Personal Relationships: Any financial or personal relationship between the reviewer and the author, publisher, or marketer must be disclosed. This includes if the reviewer is paid for the review or if there’s a personal relationship that could affect the impartiality of the review.

2. Honesty and Authenticity

Genuine Experience: Reviewers should only endorse a book they have actually read and their reviews should reflect their honest opinions, findings, beliefs, or experiences with the book.
No Scripted Opinions: Reviewers should not make statements about the book that are prescribed by the author or publisher. Their review should be their own words and genuine opinion.

3. Clear and Conspicuous Disclosure

Visibility of Disclosure: The disclosure should be clear and prominent, not hidden in footnotes or links. It should be placed close to the endorsement/review itself.
Language of Disclosure: The disclosure should be in plain language that is easily understood by the intended audience. Phrases like “I received a free copy of this book in exchange for a review” are recommended.

4. Social Media Reviews

Applicability to Social Media: These rules also apply to reviews posted on social media platforms. If space is limited (e.g., Twitter), using hashtags like #sponsored or #ad can be an appropriate way to disclose.

5. Responsibility of Authors and Publishers

Obligations for Authors/Publishers: If you are an author or publisher sending out books for review, it’s important to inform reviewers of the need to disclose the free product in their review. However, the ultimate responsibility for disclosure lies with the reviewer.

6. Consequences of Non-Compliance

Legal Implications: Failure to comply with these guidelines can result in legal actions by the FTC, including fines. The FTC regularly monitors and enforces these guidelines.