BookAuth Professional Services Agreement

1. Overview & Parties

This Professional Services Agreement ("Agreement") governs the BookAuth professional services marketplace, where authors ("Clients") engage publishing professionals ("Professionals") — such as editors, designers, formatters, marketers, and narrators — to provide freelance services ("Services"). Clients and Professionals are each "Users."

This Agreement is separate from and supplemental to the Terms of Service and any other applicable agreement (for example, the Seller Agreement if a Professional also sells their own products). In the event of a conflict specific to the marketplace, this Agreement controls.

BookAuth is not a party to the service engagement. The contract for Services is between the Client and the Professional. BookAuth provides the technology platform — discovery, messaging, project tracking, payment facilitation, and dispute resolution tools.

2. Independent Contractors

Professionals are independent contractors, not employees, agents, partners, or joint venturers of BookAuth or of the Client. Each Professional is solely responsible for:

• Their own taxes, insurance, benefits, and business expenses;
• Determining how, when, and where to perform Services;
• Complying with all laws applicable to their business, including licensing;
• Any tools, software, or subcontractors they use (subcontracting requires the Client's prior written consent and remains the Professional's responsibility).

Nothing in this Agreement creates an employment, agency, or fiduciary relationship among Users or between Users and BookAuth.

3. Projects, Quotes & Engagement Terms

A Client may request a quote from a Professional. After negotiation, the Client and Professional agree on scope, price, milestones, and delivery (the "Engagement Terms") through the platform. Each accepted engagement forms a binding service contract between the Client and the Professional.

• The Client and Professional must keep the agreed scope, deadlines, and milestones current on the platform, as these govern payment and disputes.
• Changes should be documented through the platform so the record is clear.
• Professionals must perform Services with reasonable skill and care and deliver work that conforms to the Engagement Terms.
• Clients must provide timely feedback, materials, and approvals to avoid delaying delivery.

4. Payments, Milestone Funding & BookAuth's Role

4.1 How Payments Work

Projects are tracked in milestones. Where the platform's payment features are enabled for an engagement, a Client funds a milestone in advance through our payment infrastructure (Stripe), and funds are released to the Professional when the Client approves the milestone delivery (or when a milestone is otherwise resolved through the dispute process). Where in-platform payment is not yet enabled for a given engagement type, Clients and Professionals may arrange payment directly between themselves; in that case BookAuth's commission still applies as set out in Section 4.3, and you must report completed milestones through the platform so commission and reputation can be tracked accurately.

4.2 BookAuth Acts as Payment Agent / Facilitator — Not a Bank or Escrow Agent

To be clear about our role:

• BookAuth facilitates payments between Clients and Professionals. Each Professional designates BookAuth (and its payment processor) as the Professional's agent to receive milestone funds on the Professional's behalf. When a Client funds or pays a milestone through the platform, the Client's payment obligation to the Professional for that milestone is discharged up to the amount paid to BookAuth, except to the extent a dispute or refund is later determined to be due.
• Funds are processed through Stripe and related payment infrastructure. BookAuth does not maintain segregated client bank accounts of its own and is not a licensed escrow company, money transmitter, or banking institution. The term "escrow," where used elsewhere on the platform to describe this funding-and-release flow, refers to this agency/facilitation arrangement, not a licensed escrow service.
• BookAuth relies on available exemptions from money-transmitter licensing (including the "agent of the payee" concept where applicable) and reserves the right to change how funds are held, processed, or released to remain compliant with payment and money-transmission laws.

4.3 Commissions & Fees

BookAuth charges a commission on professional services. Current commission rates (tiered, currently 12%–18% depending on the Professional's tier) are shown on the commission rates page and at the point of engagement. As described on that page, the commission is the fee BookAuth charges; we do not also deduct payment-processing fees from the Professional's share (such costs, if any, are reflected in the displayed commission). The Client and/or Professional (per the displayed split) authorize BookAuth to deduct its commission from funds before releasing the remainder. BookAuth may update commission rates with 30 days' notice; the commission in effect for an accepted engagement governs that engagement.

4.4 Payouts & Payout Methods

Professionals must maintain a valid payout method (e.g., a Stripe Connect account) in good standing. Payouts of released milestone funds are made on BookAuth's normal payout schedule and are subject to the payout provider's terms and any holds, reserve requirements, or verification (including identity verification and anti-money-laundering/OFAC screening). BookAuth is not liable for delays caused by payout providers or incomplete Professional information.

4.5 Fund Holds, Reserves & Refunds

To protect Clients, Professionals, and the platform, BookAuth may hold, delay, or reverse payouts, and may require reserves, based on: (a) the filing or risk of a dispute; (b) suspected fraud or violations; (c) unusually high transaction volume; (d) verification or compliance checks; or (e) legal or payment-processor requirements. BookAuth may issue refunds to Clients in cases of clear non-delivery, fraud, or as required by law or by this Agreement, and may deduct such amounts from amounts due to a Professional.

5. Dispute Resolution & Project Protection

If a Client or Professional is dissatisfied with a milestone (for example, non-delivery, work materially not conforming to scope, or non-payment), they should first attempt to resolve it directly through the platform's messaging.

• Escalation. If unresolved, either party may escalate to BookAuth for review within the period stated at the point of engagement. BookAuth may, in its reasonable discretion, review communications, deliverables, and the Engagement Terms and decide whether milestone funds are released to the Professional, refunded to the Client, or split.
• Good faith. Both parties must act in good faith and provide information requested by BookAuth. BookAuth's resolution decision is final and binding with respect to the disputed funds on the platform, and does not prevent either party from pursuing other rights they may have against each other off-platform.
• Not a court. BookAuth is not a judge or arbitrator of the underlying dispute; it facilitates a practical resolution of funds it controls. We are not liable for dispute outcomes.

6. Intellectual Property & Work Product

Ownership of deliverables depends on the Engagement Terms agreed by the Client and Professional, which may specify work-for-hire, assignment, or a license. In the absence of a specific agreement:

• Upon full payment for a milestone, the Professional grants the Client a worldwide, non-exclusive, royalty-free license to use the delivered work for that milestone for the Client's intended purpose (e.g., to use a cover, edit, or format).
• The Professional retains ownership of pre-existing materials, tools, templates, and processes.
• Each party represents they have the rights to any materials they provide and that deliverables will not infringe third-party IP rights.

Where work-for-hire or full assignment is intended, the Engagement Terms should state this expressly, and the Professional agrees to sign any reasonable documents needed to perfect such transfer upon full payment.

7. Professional Conduct & Quality

• Professionals must accurately represent their credentials, experience, and portfolio.
• Professionals must not plagiarize, use AI to pass off another's work, or submit work they lack rights to.
• Professionals must honor agreed scope and deadlines, communicating delays promptly.
• Users must not solicit off-platform payments to circumvent BookAuth's fees and protections.
• Harassment, discrimination, or retaliation against other Users is prohibited.
• BookAuth reviews Professional applications and may reject or remove listings or accounts.

8. Confidentiality & Data

Users may share manuscripts, briefs, and personal information in the course of an engagement. Each party agrees to use such information solely for the engagement, to keep it confidential, and not to misuse data shared through the platform. Author manuscripts and unpublished works shared for editing or design are confidential and must not be distributed or used to train AI models. Processing of personal data is governed by our Privacy Policy and Data Processing Addendum.

9. Representations, Disclaimers & Limitation of Liability

The marketplace is provided "as is." BookAuth does not guarantee that any Professional will be qualified, available, or able to complete a project, or that any Client will pay. To the maximum extent permitted by law, BookAuth is not liable for: the quality, legality, or timeliness of Services; the conduct of Users; lost manuscripts or deliverables; or any indirect, incidental, special, consequential, or punitive damages. BookAuth's total liability arising out of or related to the marketplace is limited to the greater of (a) the commissions BookAuth received from the relevant engagement(s) in the twelve months preceding the claim, or (b) USD $100.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

10. Indemnification

Each User agrees to indemnify, defend, and hold harmless BookAuth and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Services they provide or receive; (b) their content or deliverables; (c) their breach of this Agreement or violation of any law or third-party right (including IP infringement); or (d) any dispute between Users.

11. Term, Suspension & Termination

BookAuth may suspend or restrict marketplace access for violations, risk, or non-compliance, with or without notice. Users may close their marketplace participation at any time, provided that in-flight engagements must be completed, refunded, or otherwise resolved, and outstanding obligations (including payouts and refunds) survive termination. BookAuth may terminate or modify the marketplace feature with reasonable notice.

12. General Provisions

• Governing law & disputes: the dispute-resolution, governing-law, and arbitration provisions of the Terms of Service apply to this Agreement and are incorporated by reference.
• Entire agreement: this Agreement, the Terms of Service, and the Engagement Terms form the entire agreement for marketplace use.
• Severability; waiver; assignment: as provided in the Terms of Service.
• Modifications: BookAuth may update this Agreement with 30 days' notice; continued use after the effective date constitutes acceptance.

13. Contact

For questions about this Agreement, contact [email protected] or through bookauth.com/contact.

Note: BookAuth facilitates payments between Users. Where "escrow" appears elsewhere on the platform, it describes our agency funding-and-release flow, not a licensed escrow service.