BOOK CONSIGNMENT DISTRIBUTION AGREEMENT

Voz Viva LLC · Miami, Florida, United States of America

In the city of Miami, Florida, on the 13 day of October, 2026 (the "Effective Date"), this agreement is entered into by and between:

VOZ VIVA LLC, a limited liability company organized under the laws of the State of Florida, represented by Lisayly Hurtado, Miami, Florida (hereinafter, "VOZ VIVA"); and

________________ (hereinafter, "THE AUTHOR"), of legal age, or a legal entity represented by N/A, who represents having authority to bind it, identified with ________________, with address at ________________ (country: ________________), email ________________ and telephone ________________.

Both parties, acknowledging their legal capacity to contract, agree as follows:

FIRST. Definitions and Purpose

1. "Work" means each book listed in the Second Clause. "Copies" means the physical copies of the Work delivered by THE AUTHOR. "Receipt Date" means the date stated in the Receipt Report (Annex A).
2. THE AUTHOR delivers the Copies to VOZ VIVA on consignment so that VOZ VIVA may handle their distribution and sale.
3. VOZ VIVA acts solely as distributor and consignee; it does not acquire ownership of the Copies, which remains with THE AUTHOR until the moment of sale to the final customer.
4. VOZ VIVA may offer the Work through any channels it deems appropriate (store, events, fairs, online sales and social media).

SECOND. Titles, Quantities, Prices and Taxes

1. Titles, quantities and prices:

2. All prices are expressed in United States dollars (USD), unless otherwise agreed in writing.
3. The difference between the retail price and the price payable to THE AUTHOR constitutes VOZ VIVA's profit for its distribution work.
4. Prices may only be modified by written agreement of both parties (including by email). Discounts that VOZ VIVA gives its customers will come out of its own profit and will not reduce the price payable to THE AUTHOR; any discount exceeding that profit requires THE AUTHOR's written authorization.
5. VOZ VIVA will collect and remit any sales taxes applicable to the sales it makes; such taxes are not part of the price payable to THE AUTHOR. THE AUTHOR is solely responsible for any taxes owed by THE AUTHOR in THE AUTHOR's country or any other.

THIRD. Delivery, Receipt and Risk

1. THE AUTHOR will deliver new Copies, free of defects, properly packed and accompanied by a packing list, with the ISBN or other identification code visible where applicable.
2. Within ten (10) business days after the Copies arrive, VOZ VIVA will check and inventory them and send THE AUTHOR the Receipt Report (Annex A) stating the quantities received and their condition. If THE AUTHOR does not object to the Report in writing within ten (10) business days, it will be deemed accepted.
3. The risk of loss or damage during transport up to the Receipt Date lies with THE AUTHOR.
4. Shipments must arrive with all import duties, tariffs and taxes paid. If VOZ VIVA advances them, THE AUTHOR will reimburse them and VOZ VIVA may deduct them from any payments it owes. VOZ VIVA does not act as importer on behalf of THE AUTHOR, unless otherwise agreed in writing.

FOURTH. Term

This agreement will remain in force for three (3) months, counted from the Receipt Date, which will be ________________. It will expire on ________________.

FIFTH. Reports and Payment to THE AUTHOR

1. VOZ VIVA will pay THE AUTHOR only for the Copies it actually sells, at the price stated in the Second Clause. If it sells no Copies, it owes no payment.
2. VOZ VIVA will deliver a sales report to THE AUTHOR and make the corresponding payment within fifteen (15) days after the close of each month.
3. Payment will be made in USD by bank transfer, PayPal or another agreed method: ________________. Bank, platform and currency conversion fees will be borne by THE AUTHOR and deducted from the payment. THE AUTHOR is responsible for the accuracy of THE AUTHOR's payment details.
4. Before the first payment, THE AUTHOR will provide the tax documentation that VOZ VIVA reasonably requires (such as Form W-9 or W-8BEN / W-8BEN-E, as applicable). VOZ VIVA may withhold payment until it receives it and may withhold any taxes required by law.
5. Copies returned by customers within thirty (30) days after the sale and restored to inventory are not considered sold; if already paid, they will be offset against the next payment.
6. Copies given away, used as samples or in promotions may only be delivered with THE AUTHOR's written authorization, will be listed in the sales report and will not generate payment. Copies given away without that authorization will be paid to THE AUTHOR at the price in the Second Clause.
7. VOZ VIVA may offset against any payment any amounts THE AUTHOR owes it for shipping, return, storage, import duties or other items under this agreement.
8. Once per quarter, THE AUTHOR may request in writing reasonable support for the sales reported.

SIXTH. Shipping, Return and Storage Costs

1. THE AUTHOR bears 100% of the transportation, shipping, freight, customs and tax costs incurred in getting the Copies to VOZ VIVA.
2. Likewise, THE AUTHOR bears all costs of returning unsold Copies (packaging, freight, insurance, customs and taxes), and must pay or reimburse them to VOZ VIVA before dispatch.
3. VOZ VIVA will inform THE AUTHOR of the estimated return cost and will not be obligated to ship the Copies until such costs have been covered.
4. THE AUTHOR may also pick up the Copies in Miami, in person or through a third party authorized in writing, at an agreed time.

SEVENTH. Expiration: Extension, Return and Unclaimed Copies

1. At the end of the three (3) months, THE AUTHOR may choose between: a) Extending the agreement for the period the parties agree in writing, under the same conditions or those agreed; or b) Requesting the return of unsold Copies, in accordance with the Sixth Clause.
2. THE AUTHOR will communicate the decision in writing (email or message) within fifteen (15) days after expiration. If THE AUTHOR does not do so within that period, VOZ VIVA may consider that return is requested and will arrange it at THE AUTHOR's cost.
3. If after thirty (30) days the Copies have not been picked up or received for reasons attributable to THE AUTHOR (including failure to pay return costs), VOZ VIVA may charge a reasonable storage fee, which it will notify in writing.
4. If thirty (30) more days pass after a second written notice, and to the extent permitted by law, the Copies will be deemed abandoned and VOZ VIVA may donate them, sell them at a discount (applying the proceeds to amounts THE AUTHOR owes it) or destroy them, without any liability.

EIGHTH. Obligations of VOZ VIVA and Responsibility for the Copies

1. VOZ VIVA undertakes to: a) Safeguard the Copies with reasonable care. b) Promote and offer the Work through its channels, events and community, with no obligation to guarantee a minimum number of sales. c) Keep a record of sales and deliver reports to THE AUTHOR. d) Return unsold Copies at expiration, if THE AUTHOR so decides.
2. From the Receipt Date until delivery to the carrier or to THE AUTHOR, VOZ VIVA will be liable for loss of or damage to the Copies caused by its negligence, and compensation will be limited to the price payable to THE AUTHOR for each lost or damaged copy.
3. VOZ VIVA will not be liable for acts of God or force majeure (including hurricanes, fires and floods), for acts of third parties beyond its reasonable control, or for normal wear of display or sample Copies, unless its negligence is involved.
4. THE AUTHOR may insure the Copies at THE AUTHOR's own expense; VOZ VIVA is not required to insure them.

NINTH. Representations and Responsibility of THE AUTHOR

1. THE AUTHOR represents that THE AUTHOR holds the copyright and marketing rights to the Work and has full authority to deliver it on consignment.
2. THE AUTHOR represents that the Work is original or properly licensed, that it does not infringe third-party rights (copyright, trademark, image, privacy or others), that it contains no defamatory or unlawful content, and that the Copies are genuine and were lawfully produced.
3. THE AUTHOR is solely and fully responsible for any exclusivity, assignment, license or other agreement THE AUTHOR has entered into with any other publisher, distributor, platform or company, as well as for any obligation to pay royalties, fees, commissions or compensation arising from such agreements.
4. VOZ VIVA is expressly released from any liability to those third parties for such matters, and will not be obligated to pay them royalties, fees or any amount for sales made under this agreement.
5. THE AUTHOR will hold VOZ VIVA harmless and reimburse it for any claim, expense, legal cost (including reasonable attorneys' fees) or damage arising from THE AUTHOR's breaches toward third parties, or from claims regarding the ownership, content or rights of the Work.
6. If VOZ VIVA receives a claim or has a well-founded reason to believe that the Work infringes the law or third-party rights, it may suspend its sale and withdraw it, with notice to THE AUTHOR and without liability.

TENTH. Limited Promotional License

THE AUTHOR grants VOZ VIVA a non-exclusive, royalty-free, worldwide license, during the term of the agreement and for thirty (30) days afterward to withdraw the material, to use the title, THE AUTHOR's name, the cover, the synopsis, the biography and the images THE AUTHOR provides, solely to promote and sell the Work through its channels (website, social media, events and catalogs). This license does not transfer intellectual property rights, and VOZ VIVA will not modify the content of the Work or reproduce Copies.

ELEVENTH. Relationship of the Parties and Non-Exclusivity

1. This agreement grants exclusivity to neither party. THE AUTHOR may sell THE AUTHOR's book by other means, and must inform VOZ VIVA of any direct sales that affect the consigned inventory.
2. The parties are independent contractors. This agreement does not create an agency, partnership, employment or joint venture relationship, and neither party may bind the other to third parties.

TWELFTH. Early Termination

1. Either party may terminate this agreement before expiration with fifteen (15) days' written notice. In that case, unsold Copies will be returned at THE AUTHOR's cost, and VOZ VIVA will pay for sales made up to that date.
2. Either party may terminate immediately by written notice if the other breaches an essential obligation and fails to cure it within ten (10) days after notice. VOZ VIVA may terminate immediately if it receives a well-founded intellectual property claim, if selling, shipping or paying becomes unlawful or prohibited, or if THE AUTHOR misstates any representation.
3. The following will survive termination: outstanding payments and costs, the indemnity, confidentiality, governing law and arbitration.

THIRTEENTH. Limitation of Liability

To the maximum extent permitted by law, VOZ VIVA's total liability to THE AUTHOR for any claim arising from this agreement will not exceed the sum of the prices payable to THE AUTHOR for the Copies involved. Neither party will be liable for indirect damages, lost profits, loss of opportunity, consequential or punitive damages, except as covered by the indemnity in the Ninth Clause against third-party claims. This limitation does not affect the obligation to pay for sales already made and does not apply in cases of willful misconduct.

FOURTEENTH. International Legal Compliance

1. THE AUTHOR represents that THE AUTHOR is not subject to United States sanctions (including those of OFAC) and is not located in a sanctioned territory, and that the funds and goods involved are of lawful origin. VOZ VIVA may refuse to receive, ship or pay if doing so would violate the laws of the United States or other applicable laws, without liability, and may request reasonable identification of THE AUTHOR.
2. The parties will comply with the data protection laws that apply to them. THE AUTHOR authorizes the processing of THE AUTHOR's personal data to perform this agreement and comply with legal obligations, and its storage and transfer to the United States.
3. If any mandatory rule of THE AUTHOR's country cannot be waived, it will apply only to the strict extent necessary and without affecting the rest of the agreement.

FIFTEENTH. Governing Law

This agreement, its validity, interpretation and performance, and any dispute or claim relating to it, whether contractual or non-contractual, will be governed exclusively by the laws of the State of Florida and the applicable federal laws of the United States, without giving effect to their conflict-of-laws rules. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

SIXTEENTH. Prior Negotiation and Mandatory Arbitration in Florida

1. Before commencing arbitration, the claiming party will send the other a written notice of the dispute, and both will attempt to resolve it amicably within the following thirty (30) days.
2. Any dispute, claim or difference arising out of or relating to this agreement, including its existence, validity, scope, interpretation, breach or termination, and the arbitrability of the dispute itself, will be finally resolved by arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association, under its International Arbitration Rules in force at the time the claim is filed. If both parties are domiciled in the United States, the arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
3. The seat and place of arbitration will be Miami, Florida, United States of America. The language will be Spanish, and documents in English may be submitted without translation. The tribunal will consist of one (1) arbitrator, an attorney with experience in commercial contracts. Hearings may be held virtually and, in low-value claims, the arbitrator may decide on documents only.
4. The law governing the merits of the dispute will be that of the State of Florida (Fifteenth Clause). The arbitration agreement will be governed by the United States Federal Arbitration Act and, to the extent it does not regulate, by the Florida arbitration law (Chapter 682, Florida Statutes) or, where applicable, by the Florida international commercial arbitration law (Chapter 684, Florida Statutes).
5. The award will be final and binding on the parties and may be enforced before any competent court, including those of the countries party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
6. The losing party will pay the costs of the arbitration and the prevailing party's reasonable attorneys' fees, unless the arbitrator decides otherwise in a reasoned decision.
7. Either party may apply to the state or federal courts of Miami-Dade County, Florida, for provisional or urgent relief, or to enforce the award, without this implying a waiver of arbitration. For those purposes, the parties submit to their jurisdiction and waive any claim of forum non conveniens.
8. To the extent permitted by law, the parties waive trial by jury and the right to bring or participate in class or consolidated claims with other authors; every claim will be resolved individually.
9. The arbitration and its outcome will be confidential, except as necessary to enforce the award or comply with the law.

SEVENTEENTH. General Provisions

1. This document, together with its Annex A, contains the entire agreement between the parties on its subject matter. Any modification must be in writing and signed or confirmed by email by both parties.
2. If any clause is found invalid or unenforceable, the others will remain in force.
3. THE AUTHOR may not assign this agreement without VOZ VIVA's written consent. VOZ VIVA may assign it to an affiliate or successor.
4. Failure to exercise a right does not imply its waiver.
5. Notices will be given in writing to the email addresses stated at the beginning and will be deemed received on the business day following sending, unless the message is rejected. Each party will give written notice of any change of address.
6. Neither party will be liable for delays caused by events beyond its reasonable control, except for the obligation to pay amounts already due.
7. This agreement is drafted in Spanish, which will prevail over any translation. This English version is provided for convenience.
8. The parties may sign electronically and in separate counterparts; all will have the same validity.

Having read and understood the contents, the parties sign in two originals of the same tenor, or electronically.

Annex A. Copies Receipt Report

Receipt Date: ________________. Received by VOZ VIVA, in the condition indicated, under the agreement signed with THE AUTHOR ________________.

VOZ VIVA signature: ____________________   THE AUTHOR's signature (or email confirmation): ____________________