Aptara eBook Conversion and Distribution Agreement
This eBook Conversion and Distribution Agreement (the "Agreement") contains the terms and conditions under which AptaraDirect offers the "Services" as defined below.These terms and conditions, as amended from time to time, are a binding agreement between end users, authors, author agents and publishers (hereinafter referred to as "Client," "you" or "your") and Aptara, Inc. ("Aptara").Your use of the Services, including the submission of materials or source files via(the "Site") for conversion or distribution, constitutes your agreement to and acceptance of this Agreement.
Aptara, along with our licensees and assignees (collectively referred to in this Agreement as "our", "us" and "we") reserves the right, as noted in, to add, delete and/or modify any of the terms and conditions contained in this Agreement) at any time and in its sole discretion, by sending a notice via email, fax, post mail or posting a change notice or a new agreement on our Site.
In the event of substantive changes to the terms and conditions of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Service, following posting of a change notice or new agreement on the Site or via email, fax, and post mail will constitute your binding acceptance of the changes. Notwithstanding the preceding, no modifications to this Agreement will apply to any dispute between you and Aptara that arose prior to the date of such modification.
The term of this Agreement will commence upon your registration with AptaraDirect and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice, which notice, if sent by (a) Aptara to you at the last e-mail address you provided to Aptara and (b) you to Aptara, must be sent only to firstname.lastname@example.org with the following information:
- your username;
- the email address associated with your account;
- all book titles for which you are requesting termination; and
- the specific services you are terminating.
Any termination notice you provide pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, Aptara may at any time in its sole discretion, with or without notice to you: (i) suspend or limit your access to or your use of the services and/or (ii) suspend or limit your access to your account (as defined in).
You are required to register on the Site in order to use our services. When you register, you agree to:
- Provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address); and
- To maintain and update your information (including your email address) to keep it true, accurate, current, and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current, or incomplete, we reserve the right to terminate your use of the Site.
As part of the registration process, you will be required to provide some basic information to us, such as a username, your email address, organizational affiliation, password and other information. You agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, you must promptly change your password by updating your account information by logging in.
YOU ALONE ARE RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR LOGIN INFORMATION AND, AS NOTED IN, YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
Please seefor further details regarding our policies and practices relating to your account information and personal details.
You must be 18 years of age or older to visit or use the Site in any manner. By visiting the Site or upon registration, you represent and warrant to Aptara that you are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by the terms of this Agreement.
Aptara provides, according to this Agreement and the terms and conditions stated herein, the following services through:
A. Conversion. Conversion of Client submitted source files, including print, text, associated artwork and graphic elements and any underlying works ("Approved Client Content"), to an eBook format for use in online distribution.
B. Distribution. Distribution of Client eBook files, created either by you or Aptara, to distribution channels predetermined by the Client.
This Agreement details the terms of both available Services from Aptara, which can be tendered individually or jointly, depending on the Client's requested Services.
3A. Conversion Services
The AptaraDirect Site allows you to obtain a quote from Aptara to convert Approved Client Content to the formats mentioned and detailed on the Site. After reviewing the initial quote and making the advance payment, you will need to upload the Approved Client Content for conversion. Once Aptara receives the advance payment and the Approved Client Content, Aptara will convert the Approved Client Content to the formats requested in the order and the formats will be made available to you for download upon completion.
I. Formats of eBook Conversions
You may be required to provide your Approved Client Content in certain formats and you are required to ensure that your Approved Client Content complies with any specifications or minimum requirements as may be set forth on the Site. The output format of the eBook, XML or Word document may be described on the Site, including any options you may have with respect thereto (but we are under no obligation to provide specific formatting within the markup of said electronic documents unless we agree to do so in writing (e.g., via provided special instructions for coding treatments)).
Before conversion, you will submit your Approved Client Content in one of our accepted formats, which includes but is not limited to:
- Rich-Text document
- InDesign or Quark document
- Microsoft Word document, with or without styling
- XML/SGML document
- Hard copy (print)
After you have successfully submitted the Approved Client Content in one of the foregoing acceptable formats and provided the advance payment, Aptara shall convert the Approved Client Content to the eBook formats you selected on the Site prior to conversion.
II. Format Expectations and Reworks
You agree that you are aware of limitations of content conversion, and you accept any related implications, including visual differences between the Approved Client Content and the output file. If you find a substantial nonconformity of the output file with the order details, you must contact us within five (5) days of receipt of the output file and report the nonconformity to us by e-mail. We will investigate the complaint and you will be informed if we agree that there is a substantial nonconformity. If we find one, your only remedy (and our only obligation) is to correct the nonconformity so that it complies with written order details and standard quality parameters outlined on the Site ("Rework"). We will do only one cycle of Rework based on the consolidated feedback shared by you. One cycle of Rework would be free of cost. Additional cycles of Rework, specification changes or alterations due to typographical or other errors in Approved Client Content will incur additional charges on case-by-case basis.
3B. Distribution Services
After selecting your delivery channels and other specifications (which may or may not involve conversion) on the Site, you will receive a quote for distribution, and if applicable, conversion fees.After making an advance payment, and uploading your Approved Client Content in an approved digital form, Aptara will proceed with distribution to the delivery channel preferences you selected on the Site according to the following terms:
You hereby appoint us as your authorized representative for the sale and other distribution of your print, text, associated artwork, graphic elements and any underlying works ("Approved Client Content") in digital and electronic form ("Digital eBook Product").Any such Digital eBook Product and the Approved Client Content contained therein must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.
While distributing content through Aptara is non-exclusive (meaning you have the right to sell your ebooks directly to consumers), the rights granted by you to us under this Agreement are exclusive with respect to serving as your authorized representative for distributing your content to third party distributors for online redistribution, because online retailers will refuse content that may be delivered by multiple parties. Accordingly, you hereby grant to us the exclusive right, and to our licensees (herein each a "Licensee") the non-exclusive right, during the term of this Agreement and throughout the Territories to:
- Reproduce, format, and convert content into Digital eBook Products which is defined as a copy or copies of content in digital and electronic form;
- Distribute and make available, for promotional purposes and without remuneration to you, portions of your Approved Client Content ("Samples") in any form of media, including but not limited to digital media, printed media and audio to promote the license, sale and distribution of Digital eBook Products;
- Promote, sell, license, distribute, and deliver Digital eBook Products and associated metadata to purchasers and resellers who may use such Digital eBook Products in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only sales of permanent digital files);
- Use and authorize others to license the use of and sale of Approved Client Content in connection with all manner of eBook services, such as, but not limited to, sales or licenses of Digital eBook Products as permanent digital files, digital files made available via subscription services, digital files made available via library services, and streams (including, without limitation, permanent downloads, conditional downloads, and streams to mobile devices), and re-installs to customers who have previously purchased a specific Digital eBook Product;
- Make available and authorize Licensees (e.g., distribution channels) to make available your Approved Client Content in all territories in which Licensees deliver, distribute, or sell digital eBooks.
- Use and authorize others to make non-permanent copies of Digital eBook Products to be distributed as so-called "conditional" downloads, whether tethered to a device, time-limited, use-limited or otherwise;
- Allow and authorize others to allow limited sharing of Digital eBook Products between existing and potential customers for promotional purposes;
- Use and distribute Copyright Management Information which is defined as the digital information conveying information regarding Digital eBook Products, such as your name, the title of the applicable published work and the publishing Aptara name, as embodied in Digital eBook Products;
- Display and electronically fulfill and deliver artwork used in connection with your Approved Client Content for personal use, solely in conjunction with the applicable Digital eBook Product;
- Use your Approved Client Content, Artwork and metadata, as may be reasonably necessary or desirable for us to exercise our rights under this Agreement. Artwork is defined as any artwork relating to your content that you provide to us. All such artwork will be deemed to have been properly cleared and/or licensed by you for all purposes, unless you provide us with written notice to the contrary;
- Authorize Licensees to remove or modify the cover artwork, metadata and product description you provide for your Digital eBook Products for any reason without notification.
- Make necessary changes to this agreement to comply with Licensees' rules and regulations not mentioned above;
- Enter into any standard agreements required by the Licensees; and
- Authorize our Licensees to perform any one or more of the activities specified above.
II. Payment of Digital eBook Product Proceeds
You will provide suggested retail prices (customer pricing) for your Digital eBook Product that is to be resold through our Licensees. The Licensees reserve the right to adjust the customer pricing based on their specific terms and conditions, which may include volume discounts and price matching. The Licensees will remit payments directly to Aptara, which will be net of any commissions, delivery costs or fees and any applicable taxes ("Digital eBook Fees").
For content resold through our Licensees, Aptara will remit 100% of the amount received from the Licensees for the sale of each item. All payments from Licensees will be made to you via electronic funds or by check on a quarterly basis. You agree to authorize the Licensees to directly remit payments to Aptara on your behalf. You will receive reports from either Aptara or the Licensee detailing each item sold.You will be responsible for reviewing all reports and agree to provide prompt notice of any errors or omissions.
To the extent that you owe any amounts to Aptara as a consequence of this agreement, Aptara shall have the right to deduct all or a portion of such amounts from any Digital eBook Fees otherwise then payable to you.
In the event that Aptara overpays royalties, such as in cases when fraudulent or unauthorized purchases are charged back to Aptara after payments are made, then Aptara will deduct the funds owed from monies payable to you hereunder. If the amount owed exceeds your accrued monies, you agree to remit a payment back to Aptara within 30 days of notification to adjust the overpayment.
In the event that Aptara receives notice of any claim, demand, action or suit or other legal proceeding alleging facts inconsistent with your warranties and representations, or in the event that Aptara has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Aptara reserves the right to discontinue posting of monies to your account and block your ability to otherwise withdraw funds there from, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by you or your agents', representatives' or your affiliates' actions or omissions, any costs incurred by Aptara (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Aptara from any monies otherwise payable to you hereunder. Certain of Aptara's Licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.
In the event that Aptara is presented with a claim of breach of copyright, failure to comply with any third party license requirement or other breach of any of your warranties hereunder, and in its reasonable business judgment is compelled to engage an attorney to respond to such claim, Aptara shall, in its sole discretion, have the right to deduct from your account or charge your credit card to offset the costs of associated legal fees.
We will maintain books and records that report the sale or other licensed uses of your Digital eBook Products for two years. Accounting details will be available upon request.
Aptara's Licensees may collect sales tax and other taxes owed on the sale of your Digital eBook Product and may remit such taxes on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any taxes owed in connection with the sale or distribution of your Digital eBook Product pursuant to this Agreement, and you hereby indemnify Aptara for any taxes that may be owed in addition to those amounts collected and remitted on your behalf by Aptara or its Licensees.
III. Clearance Obligations:
You or a licensee (on your behalf) will obtain and pay for any and all clearances or licenses required in the Territories (or any portion thereof) selected by you on the Site for the use of your Approved Client Content, Artwork and metadata as intended by this Agreement.
Specifically, and without limiting the generality of the foregoing, you or a licensee on your behalf will be responsible for and shall pay (i) any royalties and other sums due to writers, authors, co-authors, artists, copyright owners and co-owners, publishers and any other publishing royalty participants from sales or other uses of Digital eBook Products, (ii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iii) any other royalties, fees and/or sums payable with respect to your content, artwork, metadata or other materials provided by you to us.
4. Content Ownership, Warranty and Procedures for Making Claims of Copyright Infringement
Prior to and after conversion, you continue to own the copyright and all other intellectual property rights in your Approved Client Content but, by submitting Approved Client Content to the Site, you grant us a worldwide, fully paid, royalty-free right and license to (i) convert your Approved Client Content to an output file or to otherwise create an output file from your Approved Client Content (including creating any adaptations, translations, derivative works, copies or other modification as necessary), and (ii) You acquire all rights to the content of the generated output files.
I. Content Warranty
By submitting your Approved Client Content for conversion or distribution as an author, you represent and warrant the following:
- You are the only author of the Approved Client Content;
- You are the sole owner of the Approved Client Content and its rights herein granted;
- You have not assigned, pledged, or encumbered such rights or have not entered into any agreement that would conflict with the rights endowed to Aptara;
- You have full right, power, and authority to enter this Agreement and to grant the rights endowed herein. Furthermore, you represent and warrant that your Approved Client Content contains no materials which:
- violate any right of privacy, is libelous or violates any personal right or other right of any kind of any person or entity (this includes publishing a person's private email address without their permission);
- would violate any of your contracts or would disclose any information given to you on the understanding that it would not be published or disclosed;
- plagiarize or pirate any other work or infringe upon any copyright, trademark or other proprietary right, and
- are injurious to End-Users or others including but not limited to recipes, formulae or instructions which, if followed, might harm the end-user
- violate any state, federal or local laws.
We respect the intellectual property of others, and we ask those posting to this Site to do the same. If you believe that your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you must notify us with the following information:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf.
- A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
- Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published.
- Identification of the URL or other specific location on this Site where the material that you claim is infringing is located; you must include enough information to allow us to locate the material.
- Your name, address, telephone number, and email address so that we may contact you.
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
For claims of copyright infringement, please email@example.com
Address: Aptara, Inc., 3110 Fairview Park Drive, Suite 900, Falls Church, VA 22042
III. Content Removed from Site
If you believe that any content has been taken down improperly, you must provide counter-notification in writing to our designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Aptara may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
5. aptaradirect.com Use Policy
I. Usage Rules
You may use the Site for lawful purposes only. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Site. We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement.
Before using or while using the Site, as applicable, you agree to:
- Before uploading your Approved Client Content, you agree to save and maintain a backup copy of your Approved Client Content.
- Take responsibility for all actions that occur under your account or password;
- Maintain the confidentiality of your password and login identity;
- Comply with all applicable laws, including intellectual property laws, related to your Approved Client Content and your use of the Site; and
- Provide only accurate and appropriate personal information about yourself.
Prohibited Use of the Site and Services
You agree not to use the Site and its services for any unlawful purpose or in any way that might harm, damage, or disparage Aptara or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Site or your content, do or attempt any of the following:
- Use your access to the Site to redistribute or resell our services;
- Republish content found on the Site (except your Approved Client Content) without first obtaining written permission from us;
- Post or forward any confidential correspondence from Aptara;
- Remove any copyright, trademark, or other proprietary rights notices contained on the Site;
- Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Site or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Site or by law, or otherwise attempt to use or access any portion of the Site other than as intended;
- Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Site, use of the Site, access to the Site or content obtained through the Site, as a result of your being granted permission to upload your content to the Site;
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site or features that enforce limitations on the use of the Site;
- Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
- Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortuous, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
- Create a false identity or impersonate another for the purpose of misleading others as to your identify, including, but not limited to, providing misleading information to any feedback system employed by Aptara;
- Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancel bots, or any other harmful, damaging or deleterious software programs;
- Transmit content that is or contains advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
- Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- Impersonate any person or entity, including any of our employees or representatives;
- Interfere with or disrupt the Site, networks or servers connected to the Site or violate the regulations, policies or procedures of such networks or servers;
- Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in your content; or
- Use in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
II. Links to Other Sites.
Aptara may contain links to other websites ("Linked Sites") owned or operated by third parties. The Linked Sites are not under the control of Aptara and Aptara is not responsible for the contents of any Linked Site, including without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Aptara is not responsible for webcasting or any other form of transmission received from any Linked Site. Aptara is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Aptara or any association with its operators.
If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Aptara does not endorse and is not responsible or liable for any content, advertising, products, services or information on, or available from, third party websites or material. Aptara is not responsible for any damage, loss or offense caused by, or in connection with, any content, advertising, products, services or information available on such websites or material. Any terms, conditions, warranties or representations associated with such dealings are solely between you and the relevant provider of the service. Aptara does not claim any legal authorization to use any trademark, trade name, logo or copyright symbol displayed in or accessible through a Linked Site.
Aptara disclaims all liability for any legal or other consequences (including claims for infringement of third party rights) of links made to this Site on websites not affiliated with Aptara.
We may from time to time change the Site, including, but not limited to, adding new services, substitute a new service for an existing service, or discontinue an existing service. The changes to the Site are governed by the terms and conditions of this Agreement.
This Agreement and its terms and conditions govern your relationship with us and our partners and licensors. Please note that we may change this Agreement at any time to reflect changes in the applicable laws, to address new content, to account for changing of new technologies, or as we otherwise deem appropriate, by posting a revised version of this Agreement on the Site. If you disagree with any changes to this Agreement, you may discontinue your use of the Site. Your ongoing use of any of the Site after the changes are posted signifies your agreement to the new or changed terms. We encourage you to review the terms of this Agreement regularly.
6. User License and Restrictions
You may not circumvent or interfere with our content conversion structure or technology, and you have no right to the technology used in content conversion.
Aptara grants you a limited, non-exclusive, non-assignable and non-transferable license to usefor your personal and noncommercial purpose, and solely on terms consistent with this Agreement. You are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, trade secret or other proprietary right of Aptara or any third party.
Unless you obtain a prior written permission from Aptara you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, use any data mining technology, robots or similar data gathering and extraction methods, transfer or sell any information or content, or any software, data, products or services obtained from or available as part of or in conjunction with this Site. You may not develop or derive for commercial sale any data in machine-readable or other form that incorporates or uses any part of. You may not transfer to or store any data residing or exchanged over the Site in any electronic network for use by more than one user unless you obtain prior written permission from Aptara. You may not use any content for commercial purposes or incorporate any content into any of your materials without the prior express written consent of Aptara. Any unauthorized use of or access to our Site is prohibited and will terminate any permission or license granted to use the Site.
7. Making Purchases of Aptara's Services and Products via aptaradirect.com
You agree that all information that you provide to Aptara will be accurate and complete. You agree to pay for Services and all charges incurred by you or any users of your account in advance at the price(s) in effect at the time the Services are commissioned or the charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. The information you supply to us may need to be verified prior to our acceptance of any order. Price and availability of any product or service may be set forth on the Site and are subject to change without notice.
(a) Payments to Aptara. In consideration of the Services rendered hereunder, you shall pay to Aptara the Service Fees described per your quote via (a) a sales representative negotiating on behalf of Aptara or (b) the AptaraDirect Site, which may be amended from time to time by Aptara. All Digital eBook Products delivered by Aptara and your continued use of Services is contingent upon your timely payment of the agreed upon Service Fees. You are expressly agreeing that we are authorized to deduct your Service Fees, any applicable tax, commissions, delivery fees and other charges you may incur in connection with your use of Aptara's Services directly from your account or charge such fees to any alternate payment method (such as a valid credit card or debit card) you provided.
You are solely responsible for all Service Fees, charges, delivery fees, duties, taxes, and assessments arising out of any use of account by you or anyone else using your account. If you notify Aptara in writing that you are canceling your Services for one or more of your Digital eBook Products, no further Service Fees or other charges will be charged to your account or alternate payment method for those Digital eBook Products. All cancelled Digital eBook Products will be removed from the applicable Licensees. You will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled Digital eBook Products. It is your responsibility to notify Aptara of your payment method. If you do not provide a valid payment method your services may be disconnected or interrupted.
(b) Refunds and Cancellation Policy. You can cancel your orders for Services and products within forty-eight (48) hours of placing them on AptaraDirect by sending an email to the AptaraDirect Help Center (firstname.lastname@example.org). Please mention your order number sent to you via email after your quote was placed.
Twenty (20) percent of the paid amount will be deducted as a processing fee. Cancellations will be considered only if the request is made within 48 hours of placing an order. Money will be refunded by check, ACH (with proper documentation) or wire (for foreign and non-US banks only) within 30 days after receipt of the request and all necessary authorizations.
8. Your Right to Withdraw Material:
You have the right, at any time during the term of this Agreement, to withdraw your permission for the sale or other uses of your Approved Client C, upon written notice to us ("Withdrawal"). Within ten (10) business days following our receipt of your notice of Withdrawal, we will advise our Licensees that they are no longer authorized to offer the sale or other use of your Approved Client Content. Sending of your notice of Withdrawal will not limit your responsibility for sales and other uses of your Approved Client Content that occurred prior to the implementation of such Withdrawal and will not limit in any way the rights of end users who have acquired your Approved Client Content. Aptara is not responsible for, and has no liability for, any delays of our Licensees in removing your Approved Client Content.
9. Names and Likenesses; Promotional Use and Opportunities:
(a) Names and Likenesses. You hereby grant to us, during the term of this Agreement, the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning any writers, authors, artists, or publishers, as well as book or publication name, and artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital eBook Product, which is offered for sale or other use under the terms of this Agreement (e.g., an author, writer, publisher, or artist name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship and publishing credits of the applicable author, writer, or artist in connection with the exploitation of applicable Digital eBook Product).
(b) Promotion. You hereby grant to us and our Licensees the right to market, promote and advertise the Digital eBook Products as available for purchase or license, as we and they determine in our and their discretion.
Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title and interest in and to (i) your Approved Client Content, (ii) the Digital eBook Products, (iii) the samples, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by you, will be yours.
We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion.We will notify you of the changes to this Agreement via email, fax, post mail or posting a change notice or new agreement on the Site. Notice of any material change will be sent to you by email. You are responsible for (i) keeping your email current and valid for communication from Aptara and (ii) notifying us of changes in communication avenues, such as an email address or phone number. If the e-mail you provided to us no longer functions, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent your content is still available through the services. To terminate your Agreement, you must send a notice of Termination to email@example.com; include a relevant subject line in your email.
In the event that you shall materially breach this Agreement, including but not limited to, any failure to pay any fees or amounts owed to Aptara as a consequence of this Agreement, Aptara shall have the right upon notice in writing to you to terminate the Agreement with immediate effect. No election by Aptara to waive its right of termination in any particular instance shall constitute a waiver of Aptara's rights to do so in any other instance.
The termination of the Agreement will not relieve you from your obligations incurred prior to the termination of the Agreement. Accordingly, applicable provisions of this Agreement will continue to apply even after the expiration of the Agreement.
12. Monitoring of Your Approved Client Content; Aptara's Right to Remove Approved Client Content from Site:
(a) Monitoring. Aptara does not control your Approved Client Content and does not have any obligation to monitor your Approved Client Content for any purpose. Aptara may choose, in its sole discretion, to monitor, review or otherwise access some or all of your Approved Client Content, but by doing so Aptara assumes no responsibility for your Approved Client Content, no obligation to modify or remove any inappropriate elements of your Approved Client Content, or to monitor, review or otherwise access any other author's content or artwork.
(b) Right of Removal. Aptara reserves the right, in its sole and absolute discretion, to remove any of your Approved Client Content from the Site if such content: (i) is patently offensive, pornographic or defamatory; (ii) is the subject of a dispute between you or us and a third party; (iii) is content to which you cannot document your rights therein upon Aptara's request; (iv) violates the intellectual property rights or other protected interests of a third party; (v) is the subject of a takedown notice by a party claiming to own the rights therein, or (vi) is the subject of any fraudulent activity, or for any other reason in Aptara's sole and absolute judgment is necessary to protect the business interests of Aptara and any of its business partners or Licensees. Our partners, retailers and Licensees may reject content for any reason (including but not limited to racist or sexual content, hyperlinks, SEO spam, Public Domain material or infringing/offensive/prohibited images or content). Aptara's Services have been rendered once we have formatted and delivered the Approved Client Content, and if your content is rejected by any partner for any reason, Aptara will have no liability to you, and Aptara will not offer any refund or credit for any services (including but not limited to conversion, formatting, cover design, and distribution). Aptara may also remove your Approved Client Content from the Site if you are abusive or rude or provide false or intentionally misleading information to any Aptara employees or agents. Aptara shall have no liability to you for the removal of any of your Approved Client Content from the Site or any Licensee website or service. The removal of any of your Approved Client Content shall not relieve Aptara of the obligation to pay you any royalties that may have accrued prior to the removal of your Approved Client Content.
(c) No Termination Due to Removal. This Agreement shall not be terminated automatically by Aptara's removal of your Approved Client Content from the Site or Licensee's websites or services. In order for you to terminate this Agreement following the removal of any of your Approved Client Content, you must send Aptara a notice of Termination.
(a) Your Account Information. You hereby represent and warrant that the information you provide to Aptara upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your account information, including your e-mail address, is kept accurate and up to-date at all times during the term of this Agreement.
(b) Password. As a registered user of the services you will have login information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Site. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party not authorized by you, then you agree to immediately notify Aptara by e-mail to firstname.lastname@example.org. You will be solely responsible for the losses incurred by Aptara and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying Aptara that your account has been compromised.
(c) Disclosure of Information. You acknowledge, consent, and agree that Aptara may access, preserve, and disclose your account information and your content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to a claim that any of your content violates the rights of third parties; (iv) to respond to your requests for customer service; or (v) to protect the rights, business interests, property or personal safety of Aptara and its employees and users, and the public.
14. Availability of Services:
Aptara may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Site, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Site may be out of date, and Aptara makes no commitment to update any aspect of the Site. Aptara makes no representations and warranties with respect to availability of the Site and may discontinue the Services at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of your Approved Client Content uploaded to the Site or otherwise delivered to Aptara as Physical Product which is defined as your content as fixed in physical product such as books, magazines, periodicals, etc.
(a) Ownership; Copyright and Trademark Notices. All of the content and technology available on or through the Site (other than your Approved Client Content) is owned by us, our licensors, and our contributors, and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties, and also may have security components that protect digital information. Other products and company names mentioned herein may be the trademarks or trade names of their respective owners. All copyrighted and copyrightable materials on this Site, including, without limitation, the Aptara logo, design, text, graphics, pictures, sound files and other files, and the selection and arrangement thereof are ALL RIGHTS RESERVED Copyright © 2011 Aptara Inc. and/or its licensors, partners and affiliates. Except as stated in this Agreement or an incorporated agreement, none of the foregoing may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Aptara or the respective copyright owner.
You may not frame or use framing techniques to enclose, any Aptara trademark, logo or other proprietary information or content (including the images found at this Site, the content of any text or the layout/design of any Web page or form contained on a Web page) without Aptara's express written consent. Further, you may not use any metatags or any other "hidden text" utilizing an Aptara name, trademark, or product name without Aptara's expressed written consent.
15. Additional Representations and Warranties of the Parties:
(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:
(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.
(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.
(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
(b) Representations and Warranties by You. You represent and warrant to Aptara that:
(i) You have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to your Approved Client Content, Artwork and metadata. For the avoidance of doubt, if you are acting on behalf of an author, writer, publisher, or corporation, you hereby represent and warrant to Aptara that you are fully authorized to enter into this Agreement on behalf of such author, writer, publisher, or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.
(ii) You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within your Approved Client Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in your Approved Client Content) as contemplated by this Agreement. Furthermore, you represent that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party.
(iii) You represent and warrant that your Approved Client Content does not plagiarize or pirate any other work or infringe upon any copyright, trademark or other proprietary right.
(iv) You represent and warrant that your Approved Client Content does not contain SEO keyword spam, either in your manuscript or your metadata tags.
(v) You represent and warrant that your Approved Client Content does not contain multiple hyperlinks to advertisements or affiliate marketing pages.
(vi) You represent and warrant that your Approved Client Content does not contain any advertisements of Approved Client Content that is primarily intended to advertise or promote products of services.
(vii) You represent and warrant that your Approved Client Content does not violate any right of privacy that is libelous or violate any personal right or other right of any kind of any person or entity.
(viii) You represent and warrant that your Approved Client Content does not violate state and federal laws or advocate illegal activities.
(ix) You represent and warrant that your Approved Client Content does not advocate hateful, discriminatory or racist views or actions toward others.
(x) You represent and warrant that any and all instruction, material, or advice contained in your Approved Client Content is not likely to result in injury and your Approved Client Content includes appropriate warning and safety precautions concerning any particular hazards that may be involved in the use of any such instruction, material or advice, and that Your Approved Client Content shall not contain any errors or omissions in any recipe, formula, design, or instruction which, if followed, might harm the user.
(xi) You represent and warrant that your Approved Client Content is not a public domain work (unless you are the true author) and is not sourced or copied, either in part or in entirety, from commercial services, articles, or information sources which have been licensed to others.
(xii) You and we represent and warrant that we will not act in any manner which conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by you or us will interfere with our performance of our obligations under this Agreement.
(xiii) You represent and warrant that you shall perform your obligations hereunder in full compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
(xiv) You agree that Aptara makes no guarantees whatsoever about there being any minimum sales or uses of any Digital eBook Products.
16. No Representations and Warranties With Respect to Sales and Distributions:
Aptara makes no guarantees regarding the minimum number of unit sales or uses of your Approved Client Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with Aptara for the sale, distribution or licensed use of your Approved Client Content, including by paying the royalties they owe us for the distribution of your Approved Client Content. If a Licensee refuses to pay us for the use of your Approved Client Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of your Approved Client Content if such third party fails or refuses to pay such amounts to Aptara upon Aptara's request.
(a) Indemnification. You hereby indemnify, save, and hold Aptara and its parent, subsidiaries, affiliates, directors, officers, employees, licensees and assigns harmless from any and all damages, claims, liabilities, costs, losses and expenses (including, but not limited to, legal costs and attorneys' fees) (collectively, "Claims") arising out of or connected with any claim, demand, or action which is inconsistent with any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, your representations and warranties regarding copyrights or any other rights in and to any other forms of intellectual property. You will reimburse Aptara, on demand, for any payment made by Aptara or its licensee sat any time with respect to any damage, liability, cost, loss or expense to which the foregoing indemnity applies. Pending the determination of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount that does not exceed your potential liability to us pursuant to this paragraph.
(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expense, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Aptara or imposes any conditions or obligations on Aptara. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe Aptara an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense solely.
THE SITE, OUR CONTENT CONVERSION SERVICES AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APTARA AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR OFFICERS, DIRECTORS AND EMPLOYEES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT MAY VARY BY JURISDICTION. YOU HAVE THE SOLE RESPONSIBILITY FOR VERIFYING THE COMPLETENESS AND ACCURACY OF ALL MATERIAL MADE AVAILABLE ON OR THROUGH THE SITE. NO ADVICE, OPINIONS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APTARA OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN AND ARE MADE AVAILABLE ONLY AS A REFERENCE AND FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT TO BE RELIED UPON.
APTARA AND ITS PARENT, SUBSIDIARIES AFFILIATES, AND THEIR OFFICERS, DIRECTORS AND EMPLOYEES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE SITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY APTARA, INCLUDING OUTPUT FILES GENERATED FROM YOUR APPROVED CLIENT CONTENT, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR APPROVED CLIENT CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE SITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
19. Limitation of Liability:
APTARA, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. APTARA, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY APTARA OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH APTARA OR OTHERWISE. APTARA'S, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES' TOTAL AGREEGATE LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY APTARA FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST APTARA.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND APTARA, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND APTARA, ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR DIRECTORS, OFFICERS AND EMPLOYEES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT APTARA WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.
20. General Provisions:
(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture, and neither party is the other's agent, partner, or employee.
(c) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
(d) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with or as properly updated, or, in the absence of a valid electronic mail address, via any other method Aptara may elect in its sole discretion, including, but not limited to, via posting on the Site.
(e) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the Commonwealth of Virginia applicable to agreements entered into and to be wholly performed in Virginia, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the Agreement. Any action to enforce this Agreement may be brought in the federal courts located in Alexandria, VA, or the courts of any other appropriate jurisdiction selected by Aptara.
(f) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
(g) Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
(h) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(i) Assignment. Aptara may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining Aptara's prior written consent, which will not be unreasonably withheld.
(a) Legalities. If any of the terms or conditions of this Agreement or any other policies posted by Aptara management on the Aptara Site should be determined to be illegal, invalid or otherwise unenforceable by reason of the law of any state or country in which this Agreements is intended to be effective, then to the extent permissible, such terms of this Agreements or policy, or portion thereof, shall be severed and deleted from the remaining terms, conditions and policies, and the remaining terms, conditions and policies shall survive and continue to be binding and enforceable. Any provision that, by its nature is intended to survive, shall survive the termination of this Agreement. The failure of Aptara to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. No party will have or represent itself to have any authority to bind the other to any obligation. If you access the Site from a location outside the U.S., you may be subject to additional requirements from your jurisdiction. You are responsible for complying with the laws of your jurisdiction that are applicable to your use of the site.
(b) Licensor Rights. You acknowledge this Agreement is intended to inure to the benefit of our licensors. If you breach any of the terms of this Agreement, the applicable licensor will be entitled to enforce this Agreement directly against you, whether in the licensor's name or our name.
(c) Force majeure. The obligations hereunder of Aptara shall be suspended while and to the extent Aptara is prevented from complying herewith in whole or in part by any event beyond the reasonable control of Aptara, which for purposes of this Agreement shall include, without limitation, acts of God, acts of terror, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), hostilities, shortages in the availability of personnel caused by epidemic, blockades, civil disturbances, embargoes, strikes or any other similar event or cause. Aptara shall resume performance of its obligations hereunder as soon as reasonably practicable after the circumstances preventing such performance as provided above shall have terminated or ceased to have such effect.
(d) Contact. Except as otherwise noted on , the services available through this site are offered by Aptara Inc., located at 3110 Fairview Park Drive, Suite 900, Falls Church, VA 22042. Our telephone number is (703) 352-0001. If you notice that any user is violating the terms of this Agreement, please contact email@example.com.