Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Bleu Hill Holdings LLC, the parent company of Books & Clubs ("Books & Clubs," "we," "us," or "our"), governing your access to and use of the Books & Clubs platform, available at booksandclubs.app and through our mobile applications (collectively, the "Platform").

By creating an account, accessing, or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Platform.

Books & Clubs reserves the right to modify these Terms at any time, for any reason, without prior notice. Changes take effect immediately upon posting. Your continued use of the Platform following any modification constitutes your acceptance of the updated Terms.

The Platform is intended solely for users who are 18 years of age or older. By creating an account, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement. We do not knowingly permit anyone under 18 to use the Platform. If we discover that a user is under 18, we will immediately terminate their account without notice.

To access most features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated at all times.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at support@booksandclubs.com if you suspect unauthorized access to your account. Books & Clubs is not liable for any loss or damage arising from your failure to protect your account credentials.

You may not create more than one account, impersonate any person or entity, or use another user's account without their permission.

Books & Clubs expressly reserves the right, at its sole discretion and at any time without notice, to:

• —Modify, increase, or decrease subscription prices for any or all plans
• —Change the features, allowances, and limitations included in any subscription tier
• —Adjust the revenue split percentages applicable to book sales and subscription royalty pools
• —Add, remove, or modify any feature, tool, or service offered on the Platform
• —Discontinue any aspect of the Platform temporarily or permanently
• —Introduce new subscription tiers or eliminate existing ones
• —Change minimum payout thresholds and payment schedules

Changes to pricing or subscription features will be communicated via email and in-app notification where reasonably practicable. Your continued use of the Platform following any such changes constitutes your acceptance of the revised terms.

Subscription Plans

Books & Clubs offers free and paid subscription plans for both readers and authors. Current paid plans include Reader Pro and Author Pro, available on monthly and annual billing cycles. Subscription prices are subject to change at any time at Books & Clubs' sole discretion.

Billing

Paid subscriptions are billed in advance on a recurring basis. By subscribing to a paid plan, you authorize Books & Clubs to charge your payment method on a recurring basis until you cancel. All payments are processed securely through Stripe. Books & Clubs does not store your payment card information.

Refund Policy

Refund requests must be submitted within 14 days of the initial subscription purchase or renewal. Approved refunds will be calculated on a prorated basis using the following formula:

Applicable taxes will be refunded separately by our payment processor. No refunds will be issued for requests submitted after 14 days from the purchase or renewal date, for any reason. Annual plan refunds are calculated using the same prorated formula. Refunds are not available for partial subscription periods beyond the 14-day window.

Cancellation

You may cancel your subscription at any time through your account settings or by contacting us at support@booksandclubs.com. Cancellation takes effect at the end of your current billing period. You will retain access to paid features until the end of the period for which you have already paid.

Direct Book Purchases

Users may purchase individual books directly on the Platform at prices set by the author and approved by Books & Clubs. All book purchases are final. Books purchased on the Platform are licensed to you for personal, non-commercial use only. You may not reproduce, distribute, share, resell, or transfer purchased books in any form.

Subscription Reading Access

Reader Pro subscribers may access eligible books as part of their subscription. Access to books through a subscription does not constitute ownership. Books & Clubs reserves the right to add or remove titles from subscription access at any time.

Author Revenue — Direct Purchases

For each direct book purchase completed on the Platform, the revenue will be distributed as follows: 75% to the author and 25% to Books & Clubs. These percentages are subject to change at Books & Clubs' sole discretion at any time with reasonable notice to authors.

Author Revenue — Subscription Royalty Pool

A portion of monthly Reader Pro subscription revenue is allocated to an author royalty pool. Authors earn from this pool based on the number of pages of their books read by subscribers during the applicable month. The formula is as follows:

Authors whose books are not read during a given month will not receive royalty pool earnings for that month. Earnings are only generated when readers actively read pages of an author's book. Simply having a book listed on the Platform does not entitle an author to any earnings.

Payouts

Author earnings from both direct purchases and subscription royalties are aggregated and paid out on a monthly basis, provided the author's total unpaid earnings meet or exceed the minimum payout threshold of $25.00. Earnings below the threshold will roll over to the following month. Authors are responsible for providing accurate payout information and for any taxes applicable to their earnings. Books & Clubs will provide monthly earnings statements to authors through their account dashboard.

By uploading any content to the Platform, including but not limited to books, ARC files, cover images, descriptions, posts, and social media links, you represent and warrant that:

• —You are the original creator of the content or have obtained all necessary rights, licenses, and permissions to upload and distribute it on the Platform
• —The content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party
• —You are not subject to any contractual obligation, publishing agreement, or exclusivity arrangement that would prohibit you from distributing the content on the Platform
• —The content does not contain stolen, plagiarized, or unauthorized material from any other author or rights holder
• —You have the full legal authority to grant Books & Clubs the license described in these Terms

Books & Clubs assumes no responsibility for verifying the ownership or rights of any content uploaded by authors. Authors bear sole legal and financial responsibility for any claims, disputes, or damages arising from content they upload to the Platform. By uploading content, you agree to indemnify and hold harmless Books & Clubs and Bleu Hill Holdings LLC from any and all claims arising from your content.

Content License

By uploading content to the Platform, you grant Books & Clubs a non-exclusive, royalty-free, worldwide license to host, display, distribute, and make available your content to users of the Platform for the purposes of operating and promoting the Platform. This license persists even after termination of your account to the extent necessary to fulfill existing user access and platform operations.

The Platform provides tools for authors to create Advance Reader Copy (ARC) teams, through which readers may receive pre-publication copies of books in exchange for honest reviews. Participation in ARC teams is subject to the following terms:

Reader NDA Agreement

Before accessing any ARC content, readers must agree to a confidentiality agreement directly within the Platform. By checking the NDA agreement box during the ARC application process, readers enter into a binding confidentiality agreement with the author and Books & Clubs. This agreement is incorporated by reference into these Terms and is legally enforceable.

Readers who accept ARC materials agree not to share, reproduce, distribute, leak, or make available any portion of the advance copy in any form, through any medium, prior to or following the book's official publication date. Violation of this agreement may result in immediate account termination and may expose the reader to legal liability including claims for damages by the author and Books & Clubs.

Author Responsibilities for ARC Content

Authors are solely responsible for the content of ARC files they upload and distribute through the Platform. Books & Clubs serves only as the distribution facilitator and bears no responsibility for the content of ARC materials or disputes arising between authors and ARC readers.

You agree not to use the Platform for any unlawful purpose or in any manner that violates these Terms. The following conduct is strictly prohibited and will result in immediate account termination without notice or refund:

• —Posting, uploading, or distributing content that constitutes hate speech, including content that attacks, demeans, or dehumanizes individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic
• —Racism, discrimination, or prejudice of any kind in any form, whether in content, communications, or conduct toward other users
• —Impersonating any author, public figure, Books & Clubs staff member, or other user
• —Spam, unsolicited bulk messages, or any form of automated or repeated messaging designed to harass or overwhelm users
• —Any content, communication, or conduct that constitutes a crime against a minor, including but not limited to child sexual abuse material (CSAM), grooming, exploitation, or any other harm directed at persons under 18
• —Uploading, distributing, or selling content you do not own or have rights to
• —Leaking, sharing, or distributing ARC materials in violation of a confidentiality agreement
• —Attempting to circumvent, hack, or interfere with the Platform's security, infrastructure, or payment systems
• —Using the Platform to engage in any fraudulent activity, including false reviews, manipulated read counts, or payment fraud
• —Harassing, threatening, or intimidating other users or Books & Clubs staff
• —Harassment, bullying, intimidation, or targeted abuse of any user through any communication feature on the Platform, including but not limited to club chats, ARC team messages, direct messages, and public posts
• —Sending unsolicited sexual messages, threats, or any communication designed to make another user feel unsafe, unwelcome, or uncomfortable on the Platform

Community Communications Policy

All communications on the Platform — including book club chats, ARC team group messages, direct messages between authors and readers, and public posts — are subject to these Terms. Harassment, bullying, intimidation, hate speech, threats, or any abusive conduct directed at another user through any communication feature will not be tolerated under any circumstances. A single verified instance of such conduct is sufficient grounds for immediate and permanent account termination without notice, refund, or appeal. Books & Clubs reserves the right to review, remove, or retain any messages or communications on the Platform at its sole discretion.

Books & Clubs reserves the right to determine, at its sole discretion, what constitutes a violation of these prohibitions. Our determination is final and not subject to appeal.

Termination by Books & Clubs

Books & Clubs reserves the absolute right to suspend, restrict, or terminate any account, at any time, for any reason or no reason, without prior notice, without formal explanation, and without liability of any kind. This includes but is not limited to termination for violation of these Terms, suspected fraudulent activity, conduct deemed harmful to the Platform or its community, or for any business reason at our sole discretion.

Effect of Termination

Upon termination of your account, whether initiated by you or by Books & Clubs, the following applies:

• —Your access to the Platform will be immediately revoked
• —All content you have uploaded to the Platform, including books, ARC files, posts, and profile information, will remain on the Platform and may continue to be used by Books & Clubs under the content license granted in Section 6
• —Books & Clubs retains the right to continue selling, distributing, and earning revenue from your uploaded content following termination
• —Any unpaid earnings in your account at the time of termination for cause (violation of these Terms) will be forfeited in their entirety and retained by Books & Clubs as liquidated damages
• —Any unpaid earnings at the time of voluntary account closure will be paid out within 60 days provided the minimum threshold is met

Violation & Forfeiture

In the event that your account is terminated due to a violation of these Terms, including but not limited to the prohibited conduct outlined in Section 8, Books & Clubs reserves the right to retain 100% of any and all unpaid earnings, royalties, or revenue attributable to your account at the time of termination. This forfeiture applies regardless of the amount and serves as liquidated damages for the harm caused by the violation. By using the Platform, you acknowledge and agree that this forfeiture is a reasonable estimate of damages and not a penalty.

Termination by User

You may terminate your account at any time by contacting us at support@booksandclubs.com. Termination does not entitle you to a refund except as provided in Section 4. Your obligations under these Terms that by their nature should survive termination, including content licensing, indemnification, and dispute resolution, will survive termination.

All aspects of the Books & Clubs Platform, including its design, interface, branding, logos, software, and features, are the exclusive intellectual property of Bleu Hill Holdings LLC and are protected by applicable intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works from any part of the Platform without our express written permission.

The Books & Clubs name, logo, and all associated marks are trademarks of Bleu Hill Holdings LLC. Use of our trademarks without prior written consent is strictly prohibited.

As-Is Service

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. Books & Clubs does not warrant that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, or reliability of any content on the Platform.

Limitation of Liability

To the fullest extent permitted by applicable law, Books & Clubs and Bleu Hill Holdings LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or loss of goodwill, arising out of or in connection with your use of the Platform, even if we have been advised of the possibility of such damages. Our total liability to you for any claims arising under these Terms shall not exceed the total amount you have paid to Books & Clubs in the 12 months preceding the claim.

You agree to indemnify, defend, and hold harmless Books & Clubs, Bleu Hill Holdings LLC, and their respective officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights; (d) any content you upload or distribute through the Platform; or (e) any dispute between you and another user of the Platform.

Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will be conducted on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration against Books & Clubs.

Arbitration Process

Before initiating arbitration, you agree to first contact Books & Clubs at support@booksandclubs.com and provide a written description of the dispute, your proposed resolution, and your contact information. We will attempt to resolve the dispute informally within 30 days. If the dispute is not resolved within that period, either party may initiate arbitration.

Governing Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict of law principles. Any arbitration proceedings shall take place in Montana, unless otherwise agreed by the parties.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Books & Clubs regarding your use of the Platform and supersede all prior agreements, understandings, and representations.

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision in the future.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Books & Clubs may assign these Terms at any time without notice in connection with a merger, acquisition, or sale of assets.

If you have any questions about these Terms, please contact us: