DropCap Terms of Use

This Agreement was last revised on May 8, 2026.

PLEASE READ THE FOLLOWING INFORMATION CAREFULLY. BY ACCESSING, VIEWING, OR USING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THESE TERMS OF USE, REGARDLESS OF WHETHER YOU ARE A REGISTERED USER OF THE SERVICE. YOUR CONTINUED USE OF THE SERVICE WILL ALSO INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS OF USE. IN THAT CASE, ALL REFERENCES TO “YOU” WILL BE DEEMED TO INCLUDE YOUR EMPLOYER. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF USE, YOU MAY NOT AND SHALL NOT ACCESS, USE, OR VIEW ANY PART OF THE SERVICE.

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS PROVIDED IN THE SECTION TITLED “MANDATORY ARBITRATION” BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. THIS MEANS THAT YOU ARE GIVING UP THE RIGHT TO SUE DROPCAP (DEFINED BELOW) IN COURT OR IN CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

THESE TERMS OF USE INCLUDE AUTOMATIC ANNUAL RENEWAL OF PAID MEMBERSHIPS. PLEASE REVIEW THE “SUBSCRIPTION, RENEWAL, AND CANCELLATION” SECTION FOR DETAILS ON HOW RENEWAL OCCURS AND HOW YOU MAY CANCEL OR OBTAIN A REFUND.

Welcome to DropCap Marketplace, by DropCap, Inc. (“DropCap,” “we,” “us,” or “our”). We provide Users the ability to access, use, and interact with our websites (including DropCap Marketplace) and software system (collectively, the “Service”), depending on the type of User.

1. Definitions

The following capitalized terms have the meanings set forth below:

• “Agent Evaluation” means the written, professional assessment of a single Title’s international rights licensing potential prepared by DropCap personnel and delivered to a User, as further described in Section 7.
• “Aggregated Data” has the meaning given in Section 11.
• “Book Fair Promotion” means the international book fair display, pitching, and related promotional activities described in Section 9.
• “Content” means any materials, data, manuscripts, sample or complete book PDFs, cover images, author images, biographies, descriptions, metadata, sales reports, or other materials uploaded, submitted, or otherwise provided to the Service by a User.
• “Marketing Services” means the services described in Section 6, including without limitation Book Fair Promotion, active pitching of Titles to Rights Buyers, agent-supported deal negotiation made available upon a buyer inquiry, and similar services that go beyond passive Listing of Titles in the Marketplace.
• “Marketplace” means the DropCap Marketplace platform, accessible through the DropCap.com website, on which Members list Titles and Rights Buyers browse and inquire about Titles.
• “Member” means a User who has registered for and is currently paying for a Membership, regardless of tier. Where appropriate, “Member” includes both individual authors and publishers.
• “Membership” means an annual paid subscription to the Service in one of the tiers set forth in Section 5 (Member, Pro Member, Portfolio Member, or Flagship Member).
• “Representation Agreement” means a separate, written agreement between DropCap and a Member under which DropCap acts as the Member’s agent to negotiate and execute one or more rights licensing transactions. A Membership, by itself, is not a Representation Agreement and does not create any agency relationship except to the limited extent expressly set forth in Section 9 (Book Fair Promotion).
• “Rights Buyer” means a User who accesses the Service for the purpose of identifying, evaluating, inquiring about, or licensing rights to Titles, including without limitation foreign-language publishers, acquisitions editors, scouts, sub-agents, co-agents, and film/TV professionals.
• “Rights Readiness Score” means the proprietary score (currently expressed out of 24) developed and assigned by DropCap as part of an Agent Evaluation. The Rights Readiness Score is a subjective editorial opinion of DropCap personnel and is not a guarantee, prediction, or warranty of commercial outcome.
• “Rights-Positioning Strategy Call” or “Strategy Call” means the 30-minute call between a Member and DropCap personnel described in Section 8.
• “Title” means a single book, manuscript, or work that a Member lists or seeks to list on the Marketplace.
• “User” means any visitor to or user of the Service, whether registered or not, including Members, Rights Buyers, and casual visitors. This Agreement applies to all Users.

2. General Terms

The Service set forth in this Agreement is not exhaustive and may change from time to time.

If a User has separately entered into a written Representation Agreement, Book Fair Promotion agreement, Agent Evaluation Terms of Service, or other written agreement with DropCap, the terms of that separate agreement supersede any conflicting terms of this Agreement to the extent of the conflict. Otherwise, this Agreement controls.

Amendments to this Agreement

We may amend this Agreement from time to time. If we make a material change, we will (i) post the amended Agreement on this page and update the “last revised” date at the top, and (ii) for active Members, provide notice of the material change at least thirty (30) days in advance by email to the address associated with the Member’s account, by posting a notice in the Member’s account dashboard, or both. Non-material changes (such as clarifications, typographical corrections, or changes that do not adversely affect Users) may take effect upon posting without advance notice. Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the amended Agreement. If you do not agree to an amendment, you must stop using the Service before the effective date and may cancel your Membership in accordance with Section 13.

Termination for Breach

If you breach any provision of this Agreement, your authorization to use the Service may be terminated and you must immediately destroy any downloaded or printed materials owned by DropCap.

3. Users

The Service supports two principal types of User: (a) Rights Buyers; and (b) authors and publishers, including those who become Members. The features available to each type are summarized below; the features available to a Member depend on the Member’s tier (see Section 5).

Rights Buyers

Rights Buyers may use the Service without registering, including to view Titles and related public information and to make inquiries about a Title. Registered Rights Buyers may access additional features that may include:

• Viewing publicly available book data that DropCap collects, aggregates, and analyzes;
• Downloading PDFs (where the rights holder has provided one);
• Saving favorite Titles;
• Customizing their profile (e.g., language and category preferences);
• Viewing, signing, and downloading rights licensing contracts;
• Uploading sales reports and paying advances and royalties through the Service;
• Inquiring about a Title’s rights availability; and
• Subscribing to or unsubscribing from system emails.

If an inquiry is made about a Title that is represented by DropCap (as denoted by the DropCap representation indicator on the Marketplace), DropCap will provide the Rights Buyer with information about the Title and may facilitate the licensing transaction. If an inquiry is made about a Title that DropCap does not represent, DropCap will attempt to connect the Rights Buyer with the authorized representative or with the Member, in accordance with Section 10.

Authors and Publishers

To list one or more Titles on the Marketplace and to receive Marketing Services, an author or publisher must register for a Membership in one of the tiers set forth in Section 5. Authors and publishers may also purchase a stand-alone Agent Evaluation under the separate Agent Evaluation Terms of Service available at dropcap.com without registering for a Membership. Members:

• Are solely responsible for all publicly presented Title and author information, including without limitation Title name, category, author name, ISBN, book description, cover image, author image, author biography, awards, sales claims, rights availability statements, and any sample or complete PDF;
• May view and edit Title and author information by logging into their account; and
• May subscribe to or unsubscribe from system emails.

Listing a Title on the Marketplace does not guarantee that any Rights Buyer will view, inquire about, or license the Title.

4. Eligibility

You must be eighteen (18) years of age or older to use and access the Service. You acknowledge that DropCap permits Titles on the Marketplace solely at its discretion and may decline to list, or remove, any Title at any time, for any reason or no reason. If you violate this Agreement, any Representation Agreement, any Book Fair Promotion agreement, the Agent Evaluation Terms of Service, or any other agreement with DropCap, we may revoke your right to continued use of the Service (in our discretion), with or without notice.

5. Memberships and Tiers

DropCap currently offers four Membership tiers. The features and number of Titles permitted at each tier are described on the DropCap pricing page and may be updated by DropCap from time to time. As of the last revised date of this Agreement, the tiers are:

• Member — includes one (1) Marketplace Listing and the bundled benefits described in Sections 6 through 10 for that single Title.
• Pro Member — includes up to six (6) Marketplace Listings and the bundled benefits described in Sections 6 through 10, plus the additional benefits identified for the Pro Member tier on the pricing page.
• Portfolio Member — includes up to twelve (12) Marketplace Listings and the bundled benefits described in Sections 6 through 10, plus the additional benefits identified for the Portfolio Member tier on the pricing page.
• Flagship Member — a custom tier for catalogs of more than twelve (12) Titles. Pricing, included Listings, and benefits are set out in a separate written agreement or order form between DropCap and the Flagship Member.

The pricing page (currently at dropcap.com/pricing) is incorporated into this Agreement by reference and may be updated from time to time. Where the pricing page and this Agreement conflict, this Agreement controls.

Pricing for Existing Members

If we change our published Membership pricing, the change will apply to (i) new Memberships purchased after the effective date of the change, and (ii) Members who voluntarily upgrade to a higher tier or change their Membership in a way that triggers re-pricing. Members whose Memberships auto-renew without a tier change will, on each renewal, continue to be charged the price they paid at the time of their original purchase, unless we provide at least sixty (60) days’ written notice in advance of a renewal that pricing will change at that renewal.

6. Sequencing of Services; Listing vs. Marketing Services

Membership benefits are delivered in two phases. This Section describes how and when each is delivered.

Phase 1: Listing Goes Live

Upon activation of a Membership, the Member’s Title or Titles will be listed in the Marketplace, subject to DropCap’s standard content review for compliance with this Agreement and applicable law. Listings provide the Member with discoverability through the Marketplace, including without limitation searchability, profile presence, and (if applicable to the tier) inclusion in DropCap’s RightsRank discoverability algorithm. The Listing itself is a delivered Service for which the Member has paid; access to the Listing for the duration of the Membership term is part of the value the Member receives, regardless of whether Marketing Services are subsequently delivered.

Phase 2: Marketing Services

Marketing Services—including without limitation Book Fair Promotion, active hand-pitching to Rights Buyers, agent-supported deal negotiation upon buyer inquiry, and inclusion in curated buyer outreach—are delivered only after both of the following have occurred:

• Completion of the Member’s Agent Evaluation under Section 7; and
• Completion of the Member’s Rights-Positioning Strategy Call under Section 8.

In the course of conducting the Agent Evaluation, DropCap personnel may identify issues that, in their professional judgment, must be addressed before Marketing Services are delivered. Such issues may include, without limitation: poor cover or interior production quality; unclear or unprofessional metadata; subject matter that is too U.S.-centric or otherwise lacks demonstrable international appeal; lack of an author platform sufficient to support international licensing; rights conflicts; or other issues that, in DropCap’s professional judgment, materially reduce the Title’s realistic licensing potential. The list above is illustrative, not exhaustive.

Cure Period for Flagged Issues

If DropCap flags one or more issues during the Agent Evaluation or Strategy Call, the Member will be given sixty (60) days from the date of the written or recorded communication of those issues (the “Cure Period”) to address them to DropCap’s reasonable satisfaction. During the Cure Period, the Member’s Listing will remain live in the Marketplace. If the Member addresses the flagged issues during the Cure Period, Marketing Services will commence promptly thereafter. If the Member does not address the flagged issues during the Cure Period—whether due to inability, unwillingness, lack of response, or otherwise—the Member’s Listing will remain available through the end of the then-current annual term, but Marketing Services will not be delivered during that term.

Partial Refund Following Failure to Cure

If a Member does not address flagged issues during the Cure Period, the Member may request a partial refund of the Membership fee. Partial refunds will be calculated as follows: the Membership fee paid, less (a) the value of the Listing for the period from Membership activation through the date of the refund request, calculated on a pro-rata daily basis, and (b) the reasonable value of any Agent Evaluation, Strategy Call, or other Services already delivered to the Member, in each case as determined by DropCap in good faith with reference to the standalone or list price of those Services where one is available. DropCap retains discretion to issue a larger refund (up to the full Membership fee) in unusual circumstances. Refund requests under this subsection must be submitted in writing to help@dropcap.com within thirty (30) days after the end of the Cure Period.

7. Agent Evaluation (As a Member Benefit)

Each Membership tier includes one or more Agent Evaluations, as set forth on the pricing page. An Agent Evaluation is a written assessment by DropCap personnel of a single Title’s international rights licensing potential, including without limitation a Rights Readiness Score and an editorial assessment of factors such as target audience, author platform, alignment with market trends, competitive differentiation, endorsements and social proof, interior and writing style, cover appeal, and overall licensing potential. For Pro Member, Portfolio Member, and Flagship Member tiers, the Agent Evaluation may include catalog-level feedback in addition to the Title-level evaluation, as described on the pricing page or in the Member’s order form.

Members acknowledge and agree that:

• An Agent Evaluation is a subjective editorial opinion of DropCap personnel and does not guarantee, predict, or warrant any commercial outcome, including without limitation publication, international licensing, advance amounts, royalty rates, or critical reception;
• The Rights Readiness Score and any related scoring methodology are proprietary to DropCap, are subject to change, and are not standards used by any other party in the publishing industry;
• Members shall not request revisions to an Agent Evaluation that would compromise the evaluator’s honest assessment;
• Delivery of an Agent Evaluation is contingent on the Member uploading complete and accurate Title metadata and any other materials reasonably requested by DropCap, and clicking the “Ready for Review” button (or such equivalent action as DropCap may designate) to initiate the evaluation process; and
• DropCap will use reasonable efforts to deliver each Agent Evaluation within seven (7) business days after the Member has clicked “Ready for Review,” but delivery times are estimates and not guarantees, and DropCap may extend delivery timelines due to workload, unforeseen circumstances, or issues with the submission.

Stand-alone Agent Evaluations purchased outside of a Membership are governed by the separate Agent Evaluation Terms of Service available at dropcap.com. If a User who has paid for a stand-alone Agent Evaluation later purchases a Membership for the evaluated Title, the $35 stand-alone fee (or such other fee then in effect for stand-alone Agent Evaluations) will be credited toward the Member’s first annual Membership fee, in accordance with the credit terms set forth on the pricing page.

8. Rights-Positioning Strategy Call

Each Membership tier includes a 30-minute Rights-Positioning Strategy Call between the Member and DropCap personnel. The Strategy Call is intended to discuss the Agent Evaluation, align on positioning, target markets, and any additional opt-in marketing opportunities, and chart the path forward. Members are responsible for scheduling and attending the Strategy Call within a reasonable time after the Agent Evaluation is delivered. If the Member fails to schedule or attend the Strategy Call within the time period reasonably required by DropCap, Marketing Services may be delayed.

9. Book Fair Promotion

Each Membership tier includes Book Fair Promotion of one or more of the Member’s Titles at one international book fair per annual term, as further described on the pricing page (currently: 1 Title for Member, up to 6 Titles for Pro Member, up to 12 Titles for Portfolio Member, and as set forth in the order form for Flagship Member). DropCap selects the book fair in its discretion. Additional book fair placements may be available for purchase as separate add-on services.

What DropCap Will Do

As part of Book Fair Promotion, DropCap will:

• Arrange for overseas freight shipping of the Member’s Title(s) to DropCap’s booth at the selected book fair (Member is responsible for shipping the requisite number of physical copies to DropCap by the deadline DropCap specifies, at the Member’s expense);
• Display the Title(s) within DropCap’s booth for the duration of the book fair;
• Pitch the Title(s) to relevant Rights Buyers met during the book fair;
• Include the Title(s) in promotional materials related to the book fair, such as digital rights guides and any virtual booth;
• Include the Title(s) in social media promotion before, during, and/or after the book fair;
• Provide a post-fair media kit for the Member’s own promotional use; and
• Donate or dispose of the physical copies of the Title(s) following the conclusion of the book fair, with no obligation to return them to the Member.

What the Member Must Do

As a condition of receiving Book Fair Promotion, the Member must:

• Ship the requisite number of physical copies of the Title to DropCap, at the Member’s expense, by the deadline DropCap specifies. DropCap’s current shipping address for book fair copies is: DropCap Inc., 2355 Fairview Ave. #282, Roseville, MN 55113. DropCap will reserve booth space for the Title; if the physical copies are not received by the deadline, the Title may not be included in the booth, and no refund will be provided for the missed inclusion.
• Provide DropCap with a complete PDF of the Title if not already provided through the Member’s Marketplace dashboard; and
• Cooperate reasonably with DropCap’s requests for materials, metadata, and clarifications related to the book fair.

Limited Agency Window for Book Fair-Generated Deals

By participating in Book Fair Promotion, the Member grants DropCap permission to act as the Member’s agent for any rights deals generated as a result of the Book Fair Promotion for a period of six (6) months following the end of the relevant book fair (the “Book Fair Window”). This is a limited agency authorization granted solely for purposes of pursuing and structuring book fair-generated deals; it is not a full Representation Agreement, and it does not commit DropCap to represent any other Title or any other rights opportunity for the Member.

If, during the Book Fair Window, DropCap receives an offer for rights licensing of a Title that was promoted at the book fair, DropCap will ask the Member to sign a written Representation Agreement so that DropCap may act as the Member’s agent to negotiate and execute the license. The Representation Agreement that DropCap will offer for book fair-generated deals will, at minimum, contain the following pre-approved commercial terms:

• A minimum advance of $500 USD per licensed Title;
• A five (5) year license term;
• Publication date, retail price, and cover design determined by the licensee; and
• A 20% agency commission to DropCap, calculated on the gross receipts of each license.

By signing up for a Membership and electing to receive Book Fair Promotion, the Member acknowledges and agrees to these pre-approved commercial terms in advance. The Member is, however, free to decline to sign the Representation Agreement when an offer is received. If the Member declines to sign, DropCap is not obligated to provide the Member with the contact information of any potential licensee, to facilitate any further communications regarding that opportunity, or to continue acting in any agency capacity for that opportunity.

No Guarantee of Deals

DropCap makes no guarantee, representation, or warranty that participation in Book Fair Promotion will result in any rights inquiry, offer, or license. Outcomes depend on factors that are largely outside DropCap’s control, including without limitation buyer demand, market conditions, the Member’s Title and platform, and timing.

10. Buyer Inquiries and Path to Representation

Inquiries Through the Marketplace (Outside the Book Fair Window)

If a Rights Buyer submits an inquiry about a Member’s Title through the Marketplace, and the inquiry is not subject to the Book Fair Window described in Section 9, DropCap will offer the Member two options:

• Sign a separate written Representation Agreement with DropCap for the inquiry, in which case DropCap will negotiate and, if applicable, execute the license on the Member’s behalf in accordance with the terms of that Representation Agreement; or
• Decline representation, in which case DropCap will provide the inquiring Rights Buyer with the Member’s contact information so that the Member and the Rights Buyer may communicate and negotiate directly, without DropCap’s involvement, and DropCap will have no further role in or responsibility for the transaction.

The Member is free to choose either option for any given inquiry. The benefit included in Membership is that DropCap will offer representation to the Member each time an inquiry is received; the Member is not obligated to accept the offer.

Member consent to share contact information. By electing to decline representation under this Section 10, the Member confirms their agreement that DropCap may share the Member’s contact information (including, without limitation, name, email address, telephone number, and any other contact details on file with DropCap) with the inquiring Rights Buyer for the purposes described above. A Member who does not wish for DropCap to share their contact information for a particular inquiry should accept the offer of representation for that inquiry. DropCap will not share Member contact information with Rights Buyers except as described in this Section 10 (or with the Member’s separate written consent).

Inquiries from Book Fair-Generated Deals

Inquiries received within the Book Fair Window for a Title that was promoted at the relevant book fair are governed by Section 9, including the limited agency authorization and pre-approved commercial terms described therein.

Invitation to Full DropCap Rights Agency Representation

Separate from Marketing Services and the limited agency authorization in Section 9, DropCap may, in its sole discretion, invite a Member to enter into a full Representation Agreement with DropCap Rights Agency. There is no application process, no minimum listing period, no performance threshold, and no entitlement to such an invitation. Invitations are extended at the discretion of DropCap personnel based on their professional judgment of the Member’s Title or catalog and its potential and fit. If invited and the Member accepts, the relationship will be governed by a separate written Representation Agreement; until and unless that agreement is signed, no agency relationship beyond what is expressly set forth in Section 9 is created.

11. Content, Copyright, and Data

Member Content

Any User submitting a Title to the Marketplace, uploading a sample or complete PDF of his or her book, uploading sales reports, or otherwise providing Content represents and warrants that they own all right, title, and interest in and to the Content and/or are authorized by the rights holder to provide it to DropCap for the uses described in this Agreement. You hereby grant DropCap a non-exclusive, worldwide, fully paid-up, royalty-free license to use, host, store, reproduce, display, distribute (to Rights Buyers and DropCap personnel), and otherwise exploit the Content as reasonably necessary to provide the Service to you and to other Users. You are solely responsible for obtaining all rights, permissions, and authorizations necessary to provide the Content to DropCap for these uses.

Aggregated and Public Data

DropCap may collect publicly available data about authors’ and publishers’ books in various formats (including print, ebook, and audio) and may aggregate and analyze this data internally and provide it to Rights Buyers. Each User acknowledges and agrees that data DropCap collects about books is sourced from third parties, that DropCap has no control over its accuracy, that DropCap’s interpretations of the data are limited in timeframe and accuracy, and that the data and any analysis based on it may change before, during, or after DropCap’s analysis.

You hereby grant DropCap a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty-free, worldwide license to use, copy, distribute, modify, create derivative works of, and otherwise exploit statistical and other aggregated data derived from your use of the Service and the Content (the “Aggregated Data”) for DropCap’s business purposes, including provision and improvement of products and services. The Aggregated Data will not be considered confidential or proprietary to you.

DropCap Proprietary Materials

Except for the specific information uploaded by you about you and your Titles, the Service and all materials and tools therein or provided thereby—including without limitation software, the RightsRank discoverability algorithm, the Rights Readiness Score and underlying scoring methodology, any AI predictive analytics or industry reports made available to Members, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, and all intellectual property rights related thereto (the “DropCap Materials”)—are and remain the exclusive property of DropCap. Except as explicitly provided in this Agreement, nothing in this Agreement shall be deemed to create a license in or under any DropCap intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any DropCap Materials except where you have executed a separate licensing agreement with DropCap or its licensors.

Feedback

You may provide suggestions, comments, or other feedback (“Feedback”) to DropCap with respect to the Service. Feedback is voluntary. DropCap may use Feedback for any purpose without obligation. To the extent a license is required, you hereby grant DropCap an irrevocable, non-exclusive, perpetual, worldwide, fully-paid-up, royalty-free license to use the Feedback in connection with its business, including the enhancement of products and services.

12. Subscription, Renewal, and Cancellation

Annual Term and Auto-Renewal

Memberships are sold on an annual basis only. Each Membership term begins on the date the Membership fee is paid and continues for one (1) year, unless terminated earlier in accordance with this Agreement. Memberships will automatically renew for successive one-year terms at the end of each then-current term, charging the original payment method on file, until canceled in accordance with this Section.

Pre-Renewal Reminders

DropCap will provide Members with at least one written reminder before each auto-renewal, by email to the address associated with the Member’s account, at least thirty (30) days before the renewal date, identifying the renewal date and the amount that will be charged. Members who wish to update billing information, upgrade, downgrade, or cancel before renewal must do so before the renewal date by managing their account or contacting hello@dropcap.com.

Pricing

Pricing is as set forth on the pricing page at the time of original purchase. As described in Section 5, Members whose Memberships auto-renew without a tier change will, on each renewal, continue to be charged the price they paid at the time of original purchase, unless DropCap provides at least sixty (60) days’ advance written notice that pricing will change at that renewal.

Upgrades and Downgrades

Members may upgrade or downgrade their Membership at any time through their account or by emailing hello@dropcap.com. If a Member downgrades, the Member will remain at the current tier until the end of the then-current annual term, at which point the new tier and pricing will apply, and the Member may select which Listings will remain active under the lower tier.

Cancellation

Members may cancel their Membership at any time by managing their account online (where available) or by emailing help@dropcap.com. Upon cancellation or non-renewal, DropCap will remove the Member’s Listing(s) within one (1) week.

Refunds; Renewal Cure Period

Except as otherwise provided in Sections 6 and this Section, all Membership fees are non-refundable, including in cases where a Member fails to log in, fails to create or complete Listings, or otherwise underutilizes the Service. The following exceptions apply:

• Failure to Cure Flagged Issues. If the Member is unable or unwilling to address issues flagged during the Agent Evaluation or Strategy Call within the 60-day Cure Period described in Section 6, the Member may request a partial refund as calculated in Section 6.
• Renewal Cure Period. If a Membership auto-renews and the Member did not intend to renew, the Member may, within thirty (30) days after the date of the renewal charge, request a full refund of that renewal charge by emailing help@dropcap.com. Upon receipt of a timely renewal-cure request, DropCap will refund the renewal charge in full and terminate the renewed Membership term. After the renewal Cure Period expires, the renewal becomes non-refundable, subject to any other applicable provision of this Agreement.
• Other Discretionary Refunds. DropCap may, in its sole discretion, issue refunds in unusual circumstances. Past discretionary refunds do not entitle any Member to refunds in the future.

13. Termination

This Agreement is effective upon your acceptance and shall continue in full force until terminated. DropCap reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable your access to all or any portion of the Service; (b) suspend your access to or use of all or any portion of the Service; or (c) terminate this Agreement. DropCap will also terminate a Membership upon the Member’s request in accordance with Section 12. Termination by DropCap of a Member’s Membership for cause does not entitle the Member to any refund.

14. Relationship with DropCap; “Agent” Terminology

References in DropCap’s marketing materials, website, product names, and this Agreement to “agents,” “rights agents,” “agent evaluation,” “agent-backed deal negotiation,” and similar terms refer to DropCap personnel performing professional services in connection with the Service. Such terminology, by itself, does not create, and is not intended to create, a fiduciary, agency, attorney-client, or similar special legal relationship between DropCap and any User. Except (a) to the limited extent expressly set forth in Section 9 (Book Fair Promotion) for the duration of the Book Fair Window, and (b) under a separately executed written Representation Agreement, DropCap does not act as the legal agent of any Member or other User, and no User should rely on the use of the word “agent” or related terminology as creating any agency or representation relationship beyond what is expressly set forth in this Agreement or such other written agreement.

Listing a Title on the Marketplace, completing an Agent Evaluation, completing a Strategy Call, participating in Book Fair Promotion, receiving an inquiry, or being eligible for invitation to representation does not create an agency relationship beyond what is expressly described in Section 9 or in a separately executed Representation Agreement.

Rights Buyers do not need to register to view the Marketplace. Information about Title availability provided through the Marketplace is provided by Members. While DropCap screens submissions using commercially reasonable efforts, the Marketplace is a public listing platform, and DropCap can only verify availability for Titles for which DropCap is the rights representative. DROPCAP HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR INFORMATION AND MATERIALS PROVIDED BY MEMBERS THROUGH THE SERVICE, AND YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST DROPCAP RELATED TO THE FOREGOING.

15. Use of the Service; Disclaimer of Warranties

Subject to the terms of this Agreement, DropCap grants you permission to use the Service. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium except as expressly permitted by this Agreement; (ii) uploading invalid or malicious data, viruses, worms, or other software agents through the Service; (iii) collecting or harvesting personally identifiable information, including account names and email addresses, from the Service; (iv) using the Service for any commercial solicitation purposes other than those expressly authorized; (v) using any information obtained from the Service to harass, abuse, or harm another person, or to contact, advertise to, solicit, or sell to any User without their prior explicit consent; (vi) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; and (vii) interfering with the proper working of the Service.

Any rights not expressly granted by this Agreement, or any applicable end user license agreement, are reserved by DropCap and/or its vendors and licensors. You shall not, and shall not allow any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Service, except to the extent expressly permitted by applicable law; (b) use the Service to develop a competing product or service or conduct any benchmarking activities; (c) use the Service for any purpose for which it was not designed, or inconsistent with any online documentation DropCap provides; or (d) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Service.

You represent and warrant to DropCap that: (a) you have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms of this Agreement, including the Acceptable Use Policy; (c) you have provided accurate and complete registration information, including your legal name, address, telephone number, email address, and the contact information for any person responsible for the account; and (d) with respect to any Content you submit, you have all right, title, and interest necessary to upload the Content to the Service and to grant the rights described in Section 11. You will not provide any Content that: (i) violates the intellectual property, privacy, publicity, or other rights of any individual or entity; (ii) is defamatory, obscene, threatening, harassing, or offensive; or (iii) violates any law, regulation, or rule. DropCap will have no liability related to the Content or your access to or use of any other User’s Content, whether or not arising under the laws of copyright, defamation, privacy, obscenity, or otherwise.

YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. DROPCAP DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES DROPCAP MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DROPCAP OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR INCREASE DROPCAP’S OBLIGATIONS UNDER THIS AGREEMENT.

16. Acceptable Use Policy

You are solely responsible for all acts and omissions under your account or password, and you agree not to engage in any unacceptable use of the Service, which includes, without limitation: (a) editing or deleting important information used by you or other users in your organization; (b) providing access to the Service to anyone without an authorized password; (c) accessing parts of the Service not intended to be provided to you; (d) disseminating material that infringes the copyright, trademark, patent, trade secret, or other intellectual property rights of any person or company; (e) creating a false identity or attempting to mislead any person as to the identity or origin of any communication or Content; (f) exporting, re-exporting, or permitting downloads of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions; (g) interfering, disrupting, or attempting to gain unauthorized access to other accounts on the Service or any other computer network, or harvesting content uploaded by other users for any purpose; (h) disseminating any material containing viruses, trojan horses, worms, or other malicious code; (i) interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Service; or (j) engaging in any other activity DropCap deems to be in conflict with the purpose or intent of this Agreement. DropCap may, in its sole discretion and without notice, remove any Content or other materials that violate or may violate the foregoing and suspend or terminate your access to the Service.

17. Indemnification

At DropCap’s option and request, you will, at your own expense, indemnify, defend, and hold DropCap, its shareholders, directors, officers, members, employees, agents, successors, co-branders, suppliers, and associates harmless from and against any losses, costs, damages, debts, fines, sanctions, expenses, or liabilities, including reasonable costs and attorney’s fees, arising out of any claims, demands, actions, or allegations asserted by any person, relating to: (a) your use of the Service, including any data or work transmitted or received by you; (b) any libelous, slanderous, indecent, or other statement concerning any person made or republished by you; (c) any unauthorized access of the Service through your account; (d) your actual or alleged breach of this Agreement; (e) your violation of any applicable law or regulation of any jurisdiction; or (f) any Content. You shall not enter into a settlement or stipulated judgment of the foregoing without DropCap’s prior written consent.

18. Limitation of Liability

THE SERVICE IS PROVIDED WITHOUT ANY GUARANTEES, CONDITIONS, OR WARRANTIES AS TO ITS ACCURACY. TO THE EXTENT PERMITTED BY LAW, DROPCAP AND ALL THIRD PARTIES CONNECTED TO DROPCAP (INCLUDING WITHOUT LIMITATION ITS AFFILIATES, VENDORS, AND LICENSORS) HEREBY EXPRESSLY EXCLUDE ANY LIABILITY FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY ANY USER IN CONNECTION WITH THE SERVICE OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR RESULTS OF THE USE OF THE SERVICE, ANY WEBSITES OFFERING OR LINKED TO IT, AND ANY MATERIALS POSTED ON IT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR LOSS OF INCOME OR REVENUE; LOSS OF BUSINESS; LOSS OF PROFITS OR CONTRACTS; LOSS OF ANTICIPATED SAVINGS; LOSS OF DATA; LOSS OF GOODWILL; WASTED MANAGEMENT OR OFFICE TIME; AND ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE; PROVIDED THAT THIS PROVISION SHALL NOT PREVENT CLAIMS FOR LOSS OF OR DAMAGE TO YOUR TANGIBLE PROPERTY OR ANY OTHER CLAIMS FOR DIRECT FINANCIAL LOSS THAT ARE NOT EXCLUDED BY ANY OF THE CATEGORIES SET OUT ABOVE.

YOUR SOLE AND EXCLUSIVE REMEDY AND DROPCAP’S SOLE AND EXCLUSIVE LIABILITY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE, EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 6 AND 12 (REFUNDS). APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, IN WHICH CASE THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Aggregate Damages Cap

THE MAXIMUM AGGREGATE LIABILITY OF DROPCAP AND ALL THIRD PARTIES CONNECTED TO DROPCAP (INCLUDING WITHOUT LIMITATION ITS AFFILIATES, VENDORS, AND LICENSORS), IN CONNECTION WITH THE SERVICE AND/OR THIS AGREEMENT, FOR ALL CLAIMS IN THE AGGREGATE, IS THE AMOUNT YOU HAVE ACTUALLY PAID TO DROPCAP FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19. Links to Other Platforms and Third Parties

DropCap makes no representations about any other website or third party that you may access through the Service. When you access a non-DropCap website or engage with any third party, that website or party is independent from DropCap, and DropCap has no control over the content of that website or the conduct of the third party. A hyperlink to a non-DropCap website does not mean that DropCap endorses or accepts any responsibility for the content or use of the linked website. You are responsible for taking precautions to ensure that whatever you select for use or download is free from viruses, worms, trojan horses, and other items of a destructive nature. Similarly, your introduction to any third party through the Service does not mean that DropCap endorses or accepts responsibility for the conduct of that third party. If you access third-party websites or otherwise engage with any third party, you do so entirely at your own risk.

20. Export, Import, and Other Regulations

You assume all responsibility for compliance with all laws and regulations of the United States and any other country from which you may access the Service regarding access, use, export, re-export, and/or import of any content provided through the Service. You acknowledge that you will not export or import any Service content to any country to which export or import is restricted under United States law, that you are not a national of any such country, and that the Service content will not be used in the design, development, or production of nuclear, chemical, or biological weapons.

21. Privacy

DropCap cares about the privacy of its Users. The DropCap Privacy Policy is available at dropcap.com/home/privacy. By using the Service, you consent to your personal data, as it relates to your use of the Service, being transferred to and processed in the United States. DropCap does not sell or rent your personal data to other companies.

22. Security

DropCap has implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, DropCap cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information to DropCap at your own risk and, to the extent permitted by law, you hereby irrevocably waive any claims you may have against DropCap arising from any accidental loss or unauthorized access, use, alteration, or disclosure of your personal information. You acknowledge that, in the unlikely event that the Service, your information, and/or any sample or complete PDF of your book are compromised, DropCap is not liable for any damages, including but not limited to incidental or consequential damages, damages for loss of profits, business interruption, loss of business information, or any other type of pecuniary loss.

23. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DropCap without restriction.

24. Mandatory Arbitration

Except for cases involving claims for injunctive relief, you and DropCap agree that all controversies, claims, counterclaims, or other disputes arising between you and DropCap relating to this Agreement or arising out of your access to or use of the Service (each a “Claim”) may be resolved through binding and final arbitration instead of through court proceedings, if elected by DropCap at its sole discretion. This agreement to arbitrate means that you and DropCap each waive your respective rights to a jury trial. Any and all Claims must be submitted for binding arbitration in accordance with the JAMS Streamlined Arbitration Rules & Procedures in effect at the time arbitration is initiated (“JAMS Rules”). If you decide to initiate arbitration, you agree to pay an arbitration initiation fee of $250 (unless the fee is waived as discussed below), and the remainder of the arbitration initiation fee and all other costs of the arbitration proceeding, including the arbitrator’s fees, to the extent permitted by applicable law. Notwithstanding the venue selected in the Section titled “Governing Law,” the arbitration will be held at a location where you reside unless you and DropCap both agree to another location or telephonic arbitration.

For information on filing your Demand for Arbitration, you may contact JAMS toll free at (800) 352-5267. To start an arbitration, you must do all of the following:

1. Write a demand for arbitration (your “Demand for Arbitration”). Your Demand for Arbitration must include a description of the Claim and the amount of damages sought, and you must attach a copy of this Agreement (including this arbitration provision). A form of demand for arbitration is available on the JAMS rules page at jamsadr.com/rules-download/.
2. Send one (1) copy of your Demand for Arbitration to DropCap at: DropCap, Inc., 232 3rd St. N. Suite 202, La Crosse, WI 54601.
3. Send two (2) copies of your Demand for Arbitration (with a copy of this Agreement attached) and proof of service of your Demand for Arbitration on DropCap at the address noted above (for example, a copy of a certified mail return receipt requested or a sworn statement of service by a non-party over eighteen (18) years of age) to the JAMS Resolution Center of your choice (JAMS Resolution Centers are listed at jamsadr.com/locations/).
4. Pay JAMS a $250 arbitration initiation fee, unless you are entitled to a waiver of the fee under applicable law.

If DropCap elects to start an arbitration with you, DropCap must write a Demand for Arbitration and send two (2) copies to JAMS and serve one (1) copy on you at the contact information on file for you. DropCap will pay all costs of the arbitration proceeding, including the arbitrator’s fees, for any arbitration that DropCap commences.

The arbitration will be heard and determined by a single, neutral arbitrator selected in accordance with JAMS Rules. The arbitrator will render an award in accordance with JAMS Rules. Any award may be challenged if the arbitrator awards relief that could not be awarded under the laws of the state in which the arbitration is held or in which the award is to be enforced. Otherwise, the arbitrator’s decision will be final and binding upon the parties and may be enforced in any federal or state court of competent jurisdiction. You and DropCap agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs, or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

This Section does not preclude you or DropCap from seeking action by federal, state, or local government agencies. You and DropCap also have the right to bring qualifying Claims in small claims court. In addition, you and DropCap retain the right to apply to any court of competent jurisdiction for public injunctive relief and/or provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration.

Neither you nor DropCap may act as a class representative, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or DropCap’s individual Claims, and may not consolidate or join the claims of other persons or parties who may be similarly situated. Accordingly, you and DropCap agree that the JAMS Class Action Procedures do not apply to DropCap’s arbitration. This arbitration provision and the procedures applicable to the arbitration contemplated by this provision are governed by the Federal Arbitration Act, notwithstanding any state law that may be applicable.

A court may sever any portion of this Section that it finds to be unenforceable, except for the prohibition on any Claim being handled on a class or representative basis. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other portion of this Agreement. This Section will survive the termination of your relationship with DropCap and any termination of your access to and/or use of all or any part of the Service.

IMPORTANT: This Section limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in the JAMS Rules, and the right to certain remedies and forms of relief. Other rights that you or DropCap would have in court also may not be available in arbitration.

25. General

Governing Law

You agree that: (i) the Service shall be deemed solely based in Wisconsin; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over DropCap, either specific or general, in jurisdictions other than Wisconsin. This Agreement shall be governed by the internal substantive laws of the State of Wisconsin, without respect to its conflict of laws principles requiring or permitting the application of the laws of a different jurisdiction. Subject to the Section titled “Mandatory Arbitration,” any claim or dispute between you and DropCap that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in La Crosse County, Wisconsin or in Dane County, Wisconsin (for claims or disputes that must be heard by a federal court).

Entire Agreement; Severability

This Agreement, together with any other terms provided by DropCap that you agree to in connection with your use of the Service (including without limitation any Representation Agreement, Book Fair Promotion agreement, Agent Evaluation Terms of Service, or order form for a Flagship Membership), constitutes the entire agreement between you and DropCap concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

Notice

All notices shall be in writing and shall be deemed delivered when sent by first-class mail, postage prepaid, or by email to the parties’ last known mailing or email addresses, respectively. You hereby consent to notice by email. Notices to DropCap shall be directed to DropCap headquarters at the address below or to such other address as DropCap may, from time to time, provide to you.

DropCap, Inc.
232 3rd St. N. Suite 202
La Crosse, WI 54601

Force Majeure

Except for your obligation to pay any subscription fees associated with use of or access to the Service, if the performance of any part of this Agreement by either party is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God, or any other cause beyond the control of either party, that party shall be excused to the extent it is prevented, hindered, or delayed by such causes.

No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and DropCap’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.