This agreement (the "Agreement") is a legal contract between you and eSentral (Xentral Methods Ltd, registered company with Registrar of Companies, Malaysia) that governs your use of the services and copyrights of product. The term 'you' refers to the user or publisher in our website. eSentral, including subsidiaries, employees and affiliates, provides the information contained on this website or any of the pages comprising the website portal ("eSentral") to visitors ("visitors") (cumulatively referred to as "you" or "your" hereinafter) subject to the terms and conditions set out in these website Terms & Agreement, the privacy policy and any other relevant Terms & Agreement, policies and notices which may be applicable to a specific section or module of this website. Your use of the Service constitutes your acceptance of the Agreement.
eSentral may from time to time modify these terms. If you do not agree to (or cannot comply with) the Agreement as amended, you agree that your only remedy is to stop using the service and, if applicable, cancel your subscription. You will be deemed to have accepted the Agreement as amended if you continue to use the service after any amendments are posted.
You acknowledge that you have read, and agree to be bound by these Terms & Agreement. You further agree to comply with all local laws, regulations and rules regarding online conduct and acceptable content. You represent that you have the legal authority to accept these Terms & Agreement on behalf of yourself or any party you represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement, or you do not have the legal authority to agree to and accept this Agreement, you may not use eSentral.
The service allows you to publish and supply as many e-books and audiobooks as you want. Content Supplier or Publisher agrees to use, upload and publish e-books to be distributed on eSentral according to the terms and conditions of this Agreement. As between publisher and eSentral, publisher shall be solely responsible for coordination and arrangement of the e-book or audiobook, the design, layout, look, appearance, graphics, audio, contents and the initial retail pricing of e-books and audiobooks. Any elements related to any of the contents are under the exclusive responsibility of the author or publisher.
To use the Service, you must register and provide certain information, including an email address, company details, and user details, which serves as your member (user) name, a password and supplemental information that will be used by the service. You agree to provide accurate registration data and to update your registration data as necessary. eSentral will use your registration data in accordance with its privacy policy. You agree you will not allow others to use your member name, password and/or account and you are solely responsible for maintaining the confidentiality and security of your account. You agree to notify eSentral immediately of any unauthorized use of your password and/or account. eSentral shall not be responsible for any losses arising out of the unauthorized use of your member name, password and/or account and you agree to indemnify and hold harmless to eSentral, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the same.
eSentral may, in its discretion, post charges to your billing payment method individually or may aggregate your charges with other purchases you make on the service. You are responsible for keeping your account secure and confidential and you will be responsible for any charges that are incurred by any person through your account. All retail prices quoted for your e-books and audiobooks within eSentral are subject to change by you with our permission.
You agree that any submissions you make for your electronic publication constitute your intent and agreement to be bound by the terms.
During the Term hereof, as described below, you authorizes eSentral to sell digital copies of certain e-books and audiobooks directly to customers as downloads. Such authorization shall be non-exclusive and shall extend only to sales to customers who are located throughout South East Asia (BN[BRUNEI]/ ID[INDONESIA]/ MY[MALAYSIA]/ PH[PHILIPPINES]/ SG[SINGAPORE]/ TH[THAILAND]/ VN[VIETNAM]). These territories from now on is know as "Agreed territories". eSentral shall sell delivered e-books at the local currency (price determined by Publisher) of the "Agreed territories".
Certain e-books and audiobooks may contain explicit content unsuitable for minors. eSentral shall have no liability or responsibility to you for any content that may be available in your e-books or audiobooks that might be objectionable. Publisher must meet the following criteria:
You understand and agree that eSentral is not a copyright holder of e-books or audiobooks listed, nor does eSentral ever take possession for any e-books or audiobooks purchased on the website. eSentral respects the intellectual property rights of others and expects you to do the same. All trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with the service are the property of their respective owners.
eSentral will bank all deposited contents in its dedicated server, and promises to keep these contents safe from any form of destruction and abuse or infringement of copyrights of the contents. eSentral and its employees are disallowed from redistributing these products via different means beside the agreed website portal.
eSentral will only communicate with you as the account holder, ie publisher/content supplier. eSentral has no responsibilities over any disputes between publisher and its writers.
By submitting any materials, feedback, data, questions, reviews, comments, suggestions or the like ("Feedback") to the website, you automatically grant (or warrant that the owner of such rights has expressly granted) eSentral systems a perpetual, fully-paid, royalty-free, irrevocable, world-wide, non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, sell, transmit, transfer, distribute, publicly display and publicly perform such Feedback or incorporate such Feedback into any form, media or technology now known or later developed throughout the universe.
If eSentral receives a notice alleging that you have engaged in behaviour that infringes eSentral's or other's intellectual property rights or reasonably suspects the same, eSentral may suspend or terminate your account without any notice to you. If eSentral suspends or terminates your account under this paragraph, it shall have no liability or responsibility to you, including for any amounts that you have previously paid.
Digital Rights Management poses one of the greatest challenges for content communities in this digital age. Your participation towards Digital Rights Management provides some barrier to unauthorized exploitation of content. Our Digital Rights Management (DRM) focused on security and encryption as a means of solving the issue of unauthorized copying, which is, lock the content and limit its distribution to only those who pay. You have the option to use the proprietary DRM system provided by eSentral or from other DRM providers which eSentral has integrated with. In the case where you agree to choose the DRM system other than the proprietary, surcharges may be imposed. Additionally, it is important to note that DRM is the "digital management of rights" and not the "management of digital rights". That is, DRM manages all rights, not specifically for rights applicable to permissions over digital content.
eSentral is not responsible for any e-book which the DRM is hacked or decrypted by a member of the public. eSentral is also not responsible for the illegal distribution of decrypted ebooks. eSentral will do its best to take action against member/s of the public whom are known to have involved themselves with illegal activities of hacking, decryption or illegal distribution and file sharing of contents which are sold via the website portal, and if necessary, use legal avenues to resolve the matters if found appropriate. eSentral will only take action for its proprietary DRM.
eSentral and/or its business partners may present advertisements or promotional materials on or through the service. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers on or through the service are solely between you and such third-party. You agree that eSentral shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the service.
eSentral requires that the price for the same content which carries the same title and cover page as well as all the elements, which are sold in other e-book and audiobook portals including publisher's portal in the agreed territories, must be of the same price or higher. eSentral have the rights to terminate e-books or audiobooks as well as the publisher's account which violates the pricing and discounting terms by selling the same e-book or audiobook products at lower promoted digital price elsewhere in the agreed territories.
Discounting in eSentral can be done by you or eSentral management. For any discounting performed by publishers and eSentral which involves e-books or audiobooks sold via eSentral, must compulsorily be felt by the consumer, as well as be taken off from the percentage portion of the party instigating the discount. Publishers are prohibited in providing discounts on their digital contents in the agreed territories without including eSentral in the campaign. The remedy to this violation can result to termination of publisher's account.
Trade discount in eSentral is transparent and identical for every account holders.
From the retail price that you strategically set for the digital market, publishers will take back
e-Sentral will have sales partners and affiliations with other business and platform who will sell Publisher's content via cross selling, commission base application programming interface, or rebate using e-Sentral technology. In this instance, e-Sentral will act as the service provider to the Sales Partner, for the purpose of sales. At all time, Publisher's content will only be in e-Sentral server and contents are still subjected to e-Sentral DRM and e-Reader application. Sales Partner programmes requires an additional discount between 10% and 15% of the standard trade discount offered to Publisher. Publisher will have the choice to opt out of Sales Partner programmes.
The service may present links to third-party websites not owned or operated by eSentral. eSentral is not responsible for the availability of these sites or their contents. You agree that eSentral is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site.
eSentral reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice to you, without any liability to you or to any third party.
Sales earnings will be reported on a monthly basis. Payments are made within 30days after the reporting of earnings. For local publishers and content suppliers, payment will only be made if sales have accumulated to RM300 or more.
Payments are made to foreign entity in AMERICAN DOLLAR (US$). Payments to foreign entity are made subjected to currency exchange from the Bank's rates of the day of fund transfer. eSentral shall make payments to foreign entities upon sales accumulating to US$ 300.00 (Three Hundred American Dollars) and above.
You agree to indemnify and hold harmless eSentral and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries from and against any and all claims, losses, demands, causes of action and judgments (including attorneys' fees and court costs) arising from or concerning your breach of this Agreement and your use of the service and to reimburse them on demand for any losses, costs or expenses they incur as a result thereof. Should eSentral find any application to be fraudulent, eSentral has the rights to refuse, and any loss to the applicant shall not be reimbursed.
eSentral may in its sole discretion terminate this Agreement or suspend your account at any time without notice to you in the event that you breach (or eSentral reasonably suspects that you have breached) any provision of this Agreement. If eSentral terminates this Agreement, or suspends your account for any of the reasons set forth in this paragraph, it shall have no liability or responsibility to you, and eSentral will not refund any amounts that you have previously paid. You understand and agree that your cancellation of your account and service membership is your sole right and remedy with respect to any dispute with eSentral.
All due payments will remain payable to you after termination.
You understand and agree that your use of the service is at your own sole risk. THE SERVICE IS PROVIDED "AS IS" AND WITHOUT WARRANTY BY eSentral OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS, AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, eSentral EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE eSentral ENTITIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD eSentral RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS OR PORTABLE DEVICES YOU USE TO ACCESS THE SAME. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE eSentral ENTITIES. UNDER NO CIRCUMSTANCES SHALL eSentral BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE.
UNDER NO CIRCUMSTANCES SHALL eSentral BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF eSentral HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, eSentral SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW.
This Agreement and any other terms or documents referred to herein represent your entire agreement with eSentral with respect to your use of the service. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of eSentral, and the remaining portions shall remain in full force and effect.
There are several Acts which may regulate Malaysian e-business as a portal to distribute ebooks: