Yet Another Example of Why You Should Read All Contracts: Autharium

logo_design_autharium_by_lvargas-d3d35z7[1]Random House made a splash this week when the SFWA revealed that RH's new digital-only imprints (Hydra, Alibi, Flirt) exploited authors with terrible contract terms.

The contract enabled Random House to grab all rights (including subsidiary rights), pay authors nothing in advance, and even bill authors for what would be considered usual business costs (design, editing, and the like).

If there's one thing we learned from the Random House Hydra contract it's that you need to read a contract before you sign it. And that goes for contracts with self-pub services. Random House is not alone in offering terrible terms to authors. It seems that even self-pub services can write an horrible contract a contract as exploitative as one from Random House.

Update: After I published this post, a reader pointed out even more horrible details from the contract. The redactions reflect contributions from that reader. Thanks, William!

The Passive Voice blog has tipped me to a new self-pub site out of the UK. Autharium is not a name I have heard before, and now that I have read the terms of service for authors I'm not sure it's going to be around for long. This site demands an incredibly broad license to do whatever they want with a work.

Autharium will sell and distribute an author's ebook, but before they do that the author must first grant them an exclusive worldwide license:

1.1 By submitting your Work to Autharium and accepting these Terms & Conditions, you grant to Autharium the exclusive right and licence to produce, publish, promote, market and sell your Work in any Digital Form (as defined in paragraph 1.4 below) in all languages throughout the world for the entire legal term of copyright (and any and all extensions, renewals and revivals of the term of copyright).

But wait, there's more. Not only does Autharium demand an exclusive, their definition of digital form is so broad that it arguably includes subsidiary rights like audiobook, movies, and really any digital content:

1.4 “Digital Form” means any and all electronic and/or digital forms and media whether now known or later invented or developed including (by way of examples only): (i) any e-book (i.e. using any means of manufacture, distribution or transmission whether now known or later developed including but not limited to electronic and machine-readable media and online and satellite based transmission intended to make your Work available for reading) (“eBook”); and (ii) any electronic version (other than an eBook) for performance and display (whether sequentially or not) in any manner (together with accompanying sounds, images, interactive and/or search features if any) by any electronic means, method or device (“Electronic Version”).

Autharium can legally sell the audiobook rights out from under the author, and the same goes for the movie rights. Hell, that site could sell the movie rights to their entire catalog for 10 pounds and a job offer, and it would be completely legal.

Fortunately the contract doesn't get much worse than that (so far as I can tell). Section 14 says that you can terminate the agreement in writing. And that is an important point, because simply telling Autharium to remove the title from sale doesn't actually cancel the contract.

But there are a couple other issues. For example, there's a mention that Autharium might expect the author to pay Autharium for the privilege of being distributed:

In the event that Autharium has confirmed to you that it wishes to publish your Work as an eBook or an Electronic Version, Autharium shall, unless otherwise mutually agreed or unless prevented by circumstances beyond its control, produce and publish your Work as an eBook or an Electronic Version within 60 days of you having paid to Autharium any fees or other charges specified by Autharium for publication of your work.

And then there's the fact that (as commenter William Ockham points out) Autharium gets to decide whether they want to accept a title (2.3), and until they decide to reject it they can sit on it for as long as they want (16.7):

2.3 Autharium is entitled to decide what it accepts and what it rejects in its absolute discretion. Please be aware that, notwithstanding paragraph 2.2 above and paragraph 4.4 below, Autharium may decide at any time not to publish your Work.

and

16.7  A failure to exercise or delay in exercising any right, remedy or power provided under these Terms & Conditions or by law does not constitute a waiver of the right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power prevents any further exercise of it or the exercise of any other right, remedy or power.

All in all, this contract is not the absolutely worst I have read but it is as well as an excellent example of why authors (and everyone else for that matter) need to read contracts before signing the contract. You have to read the whole thing, too, otherwise you might make the mistake as Passive Voice (edit: or I!).

That blog covered this story before me, but they missed something (I missed a number of details as well). They looked at Section 13, which says that removing a title from sale doesn't cancel the contract, but they missed Section 14, which covers the author's termination rights.

The section on termination rights changes the entire tone of the contract. As terrible as the contract is, an author can escape. The same cannot be said for Random House contracts, or  ones written by other big publishing houses.

Update: A reader has pointed out the the termination clause isn't as broad as I thought. An author can terminate if and only if Authorium is in material breach of the contract for a period of at least a month. That means this contract is nearly as bad as The Passive Voice blog indicated.

See, I told you that it needs to be read carefully. Even I wasn't careful enough.

8 thoughts on “Yet Another Example of Why You Should Read All Contracts: Autharium

  1. It says you can terminate the agreement if Autharium is in material breach of the contract and you have given them one month’s notice. Do you really think that authors will escape the contract on that basis?

      1. The thing that bothers me the most is that Autharium can just sit on submitted manuscripts. The contract does not bind them publish your book and unless they tell you that they have decided not to publish it, they retain the rights. The contract only says that they will make an effort to tell you within 30 days whether or not they will. But they can delay as long as they want (see 16.7).

        It really does look like the worst contract imaginable.

          1. Guys,

            Good feedback. We are going to review this clause, we only mean eBook rights, but wanted to cover future ebook formats.

            Wiiliam, I need to correct you. The contract is only signed if we accept a submission and publish it. Uploading a manuscript, using our editor to correct, getting freelance help or engaging our community costs nothing and there is no contract, whatsoever.
            So we do not sit on manuscripts, ever, we distribute everything we publish.
            That said, again, looks like we need to review this bit of the contract, perhaps putting something in about, if we have not distributed/published in a set timeframe the contract reverts.

            Guys, we are a small, but growing independent publisher, not a self-publisher or an evil big publisher. We do, however, need to prove to the major eBook distributors, library services and most of the big retailers that we hold the exclusive right to publish the eBooks we distribute. If this changes, I would imagine we would too.

            Best

            Jake

  2. Chaps,

    This is a great article and gold dust in terms of feedback.

    When we started out, we put in place a standard publishing contract, after all we are a publisher. That said we need to keep up with the times.

    We will review key elements of our contract, especially around the points raised here, we want it to be fair.

    Best

    Jake

  3. The Bumbling Fool defense, I love it! I’ll sign up RIGHT AWAY when you figure out all that legal language stuff.

    Till then I’ll just do what I usually do, burning my manuscripts in the fireplace. It’s cold round here.

    Cheerio, hip hip and all that.

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