Documents

SUBSTACK PUBLISHER AGREEMENT

Effective Date: July 28th, 2020

Welcome Writers!

Welcome to Substack! We’re thrilled that you’ve chosen to publish with us. 

This Publisher Agreement (“Agreement”) is a binding contract between you and Substack Inc. (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of Substack’s products and services (referred to below simply as “Substack”) to distribute your newsletters and any content therein. If you use Substack for this purpose, you are a Publisher and will need to create a Publisher account. In this Agreement, we refer to people that subscribe to your newsletters as Readers

Using Substack in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use Substack. This Agreement includes everything in this document, as well as those in the Terms of Use, Privacy Policy, Content Guidelines, Copyright Dispute Policy, and all other rules and procedures that may be published from time to time by us on Substack. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with Substack, this Agreement will prevail with respect to its subject matter. 

You must be of legal age to form a binding contract to use Substack. If you aren’t, you need to get your parent’s or guardian’s permission to use Substack, and your parent or guardian will agree to this Agreement on your behalf. 

If you’re agreeing to this Agreement on behalf of an organization or entity, you must be  authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).

If you don’t agree to all of the following, you may not use or access Substack in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at tos@substackinc.com.

Ownership

First and foremost, you own what you create. Any original content you post, upload, share, store, or otherwise provide to Substack remains yours and is protected by copyright and any other applicable intellectual property laws.

However, please note that you agree to grant us a limited license to your content in order to enable us to operate Substack. This license allows us to promote your content and help you succeed on Substack. 

You agree that this limited license includes a worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your newsletters and to permit others to use, access, and download your newsletters through Substack, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of newsletters. For further details, please see “Posting Content on Substack” in the Terms of Use, which is incorporated into this Agreement by reference. 

Pricing and Payments

You may offer your newsletters for free, or for a subscription fee, to be determined at your discretion. You may set and change the prices for your newsletter at your discretion through your Publisher account, though no price changes will apply retroactively. 

If you choose to charge a subscription fee for your newsletter, you agree to the following:

  • No Circumvention: You agree to process payments from Readers only in the manner determined by us. This includes using the third-party payment processing platform (“Payment Processor”) we choose, and following any other rules we specify. You may not circumvent your payment obligations to us by soliciting payment from a Reader outside of Substack or by using any alternative method to collect subscription payments. This includes receiving payments for your newsletter through links to Paypal or a separate Patreon page. You agree to notify us immediately if you receive any such offer or solicitation to circumvent your payment obligations by contacting tos@substackinc.com.

  • Taxes: You agree that you shall bear and be responsible for any and all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) related to your newsletter.

  • Revenue Share: You agree to pay us a percentage of the total amount charged by you to Readers (the “Revenue Share”) after any amounts deducted by the Payment Processor. The Revenue Share percentage is set between you and Substack during registration of your Publisher account. 

  • Revenue Share Payment: During the term of this Agreement, the Payment Processor will pay the Revenue Share owed to us on a rolling basis as you process subscription payments from Readers. You agree to these payments and further agree that all Revenue Share payments are non-refundable.

  • Information Upon Request: You will provide us with all requested data or information about you and your newsletters. This includes all payment and tax identification information, and you will ensure this information is accurate and up-to-date.  

Relationships with Readers

You agree to the following rules around your relationships with Readers and other users of Substack:

  • Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any newsletters you distribute through Substack and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your newsletters, our actions under this Agreement are solely to assist you in facilitating distribution. 

  • Stopping Publication or Deleting a Newsletter: You may delete one or more of your newsletters from Substack at your discretion. However, please note that if you delete or stop publishing a newsletter before the end of a paid subscription term of a Reader, any and all obligations – including any refund obligations for the remaining portion of the subscription term – are solely your responsibility. We are under no obligation to issue any refunds to you or your Readers and we are entitled to keep any and all portions of any Revenue Share you have paid Substack. 

  • Disputes: If there is a dispute between you and a user about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with users, and we won’t provide you with any legal advice regarding such matters. 

  • Reporting a User: You can flag that a user that is violating our Terms of Use by sending an email to tos@substackinc.com. After you provide us with written notice of this violation, we will determine whether this user’s access to some or all of your newsletters should be suspended or terminated. We will also decide at our sole discretion whether this user’s access to the rest of Substack will be suspended or terminated. 

  • Support: You shall provide to us a current email address to which we may direct inquiries from Readers and other Substack users regarding your newsletters.

Acceptable Use

You are responsible for all your activity in connection with Substack! 

Make sure that you use Substack in a manner that complies with the law and is permitted by this Agreement. If your use of Substack is prohibited by applicable laws, then you aren’t authorized to use Substack. We can’t and won’t be responsible for you using Substack in a way that breaks the law.

You also represent and warrant that you will not publish newsletters or otherwise use Substack in a manner that:

  • is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, objectionable, or in any way violates Substack’s Content Guidelines;

  • interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Substack or any third party;

  • infringes, violates, or misappropriates any law, statute, ordinance or regulation or rights of any third party;

  • spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

Please review the “Acceptable Use Policy” detailed in the Terms of Use, as those rules are also incorporated into this Agreement by reference. 

Privacy

Substack takes privacy very seriously. If you store personal or sensitive information provided by or collected from Substack users, you must do so securely and only for as long as it is needed.  

You may not collect from a user via Substack or any other method any information -- personally identifiable or not -- beyond what Substack is permitted to collect from a user under its ownPrivacy Policy.

You are solely responsible for complying with any laws and regulations that apply to user information, including without limitation the posting of your own privacy policy on your subdomain on Substack if appropriate. 

Consistent with our Privacy Policy, we collect certain data on how Readers engage with Publisher newsletters. We will share, at our sole discretion, some of this information with you, including pageviews, open rates, Reader counts, and referral data. You agree that Substack is under no obligation to share this data with you.

Terminating Your Account

Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use Substack will immediately cease.  

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of Substack at any time, for any reason. Reasons that may lead to us terminating or restricting access to Substack include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. We will notify Publishers as soon as reasonably practicable if Publishers’ access to Substack is suspended or substantially limited due to technical problems with the platform. 

You agree that this means that newsletters (or any content therein) may be removed from Substack at any time in our discretion.  You also agree that we retain the right to immediately halt the distribution of newsletters at our discretion. 

Changes to this Agreement

We are constantly trying to improve our products and services, so this Agreement may need to change along with Substack.  We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means. 

If you don’t agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use Substack.  If you use Substack in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us. 

Miscellaneous Terms

The above covers most of the questions that we typically receive about Substack. We have grouped provisions that come up less frequently below:

  • No Warranties: Substack is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of Substack will be uninterrupted or error-free. 

  • Limitation of Liability: To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall Substack, its licensors, or its suppliers be liable to you or to any other person for:

  • Any indirect, special, incidental, or consequential damages of any kind, or

  • Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us in connection with Substack in the twelve-month period preceding the applicable claim. 

  • Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold Substack, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of Substack (including any actions taken by a third party using your account), and (b) your violation of this Agreement.  In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

  • Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Substack account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.

  • Choice of Law: This Agreement is governed by and will be construed under applicable federal law and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

  • Arbitration: This Agreement will be construed under the laws of the State of California, without regard to conflicts of law provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.  For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys’ fees. 

  • No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement. 

  • No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Substack Inc., and you do not have any authority of any kind to bind us in any respect whatsoever. 

  • Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  

  • Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.  

  • Survival: You agree that the terms under the heading “Privacy”, “Sole Responsibility”, “Acceptable Use”, “Indemnification”, “Stopping Publication or Deleting a Newsletter”, “No Warranty”, “Limitation of Liability”, “Assignment”, “No Joint Venture”, “Severability”, “Arbitration”, and “Entire Agreement”, and any payment obligations incurred shall survive termination of this Agreement. 

  • Entire Agreement: You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.