Convert A Book Terms Of Service

  1. Acceptance of Terms

  2. This website, located at http://www.convertabook.com (the "Site") is provided by Convert A Book, LLC (hereinafter referred to as "Convert A Book, "we", or "us") subject to your acceptance of the following terms and conditions (these "Terms of Service"). You can review the most current version of these Terms of Service at any time at: http://www.convertabook.com/termsofservice.php.

    Your permission to access and use the Site is contingent upon your acceptance and compliance with the terms and conditions set forth in these Terms of Service. In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You accept and agree to be bound by these Terms of Service by:

    1. accessing, browsing, or viewing the Site;

    2. using Convert A Book's book conversion, eBook promotion, and eBook distribution services (each, a "Service", and collectively, the "Services") including through the submission of materials (and the print, text, associated artwork and underlying works embodied therein) for distribution by Convert a Book, whether by upload to the Site or through the submission of physical embodiments of your material (and the print, text, associated artwork and underlying works embodied therein) to Convert A Book; or

    3. using the Site in any other manner.

    These Terms of Service form a binding and legally enforceable contract between you and Convert A Book, whether you are acting in your individual capacity or as the authorized representative for an author, writer, publisher or corporation, in which case "you" shall refer to the author, writer, publisher or corporation on whose behalf you are acting and authorized to act. Please read these Terms of Service carefully and consult with your own business and legal advisors before using the Site or the Services.

  3. Authorization.

    1. Book Conversion.

      1. By purchasing Convert A Book's book conversion services, you authorize Convert A Book to reproduce, format, and convert print, text, associated artwork and underlying works that you have designated ("Authorized Content") into a copy or copies in ePUB and .mobi formats ("Digital Literature Products").

      2. Any Authorized Content submitted to Convert A Book 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.

    2. eBook Distribution.

      1. By purchasing Convert A Book's eBook distribution services, you appoint Convert a Book as your authorized representative to promote, sell, license, distribute, and deliver Digital Literature Products and associated metadata to BookBaby (a division of Audio & Video Labs, Inc., referred to in these Terms of Service as "BookBaby"), who may use such Digital Literature Products in accordance with usage rules approved by us and make available the Authorized Content in all territories in which BookBaby delivers, distributes or sells digital literature.

      2. When you purchase Convert A Book's eBook Distribution services, you will need to create an online BookBaby account and will be asked to accept BookBaby's terms of service. Please familiarize yourself with the BookBaby terms of service, located at http://www.bookbaby.com/terms-of-service, and the BookBaby privacy policy, located at http://www.bookbaby.com/privacy.

    3. By purchasing the Services, you authorize Convert A Book to store your billing information securely in order to process recurring payments, or to process any future payments agreed upon by you and Convert A Book.

    4. You will maintain ownership of: (i) the Authorized Content; (ii) the Digital Literature Products; and (iii) all copyrights and equivalent rights embodied therein.

    5. You have the right, at any time during the Term (as hereinafter defined), to withdraw your permission for the sale or other uses of the Authorized Content upon written notice to us.

  4. Term and Termination.

  5. The term of these Terms of Service will commence on [________________, 2013] and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the "Term"), which notice: (i) if sent by Convert A Book, may be sent to you at the last e-mail address you provided to Convert A Book; and (ii) if sent by you to Convert A Book, must be sent only to the following e-mail address: info@convertabook.com with the following information: (A) the e mail address you keep on file with Convert A Book; and (B) all book titles for which you are requesting termination. Any termination notice provided by you pursuant to this Section 3 shall be permanent and irreversible.

  6. Fees

    1. The price quote you receive for the Services is based on the length and complexity of the Authorized Content and the estimate of the time it will take us to complete it. We come up with this estimate from the information we have collected from you about your project. This is an initial price quote. If after payment is made and work is started you decide to change the scope of your project, add content, or change words or images, you will be billed (usually upon project completion) for any extra time incurred over the initial estimate. Please note that additional fees will apply for the conversion of additional files.

    2. Customers who purchase Convert A Book's book conversion services will receive one round of free revisions ("Free Revisions") unless otherwise specified by us in a signed writing. Free Revisions will be made solely to correct typographical errors, to make the Digital Literature Products validate, or to fix bugs or mistakes made, as part of the original scope of the project. Free Revisions do not include new work, changes that are not possible, additions deemed to be outside of the original scope of the project, or changes that are not feasible. A request for Free Revisions must be made within three (3) weeks of your receipt of your Digital Literature Products.

  7. Warranties of the Parties:

    1. Mutual Representations and Warranties. Each party represents and warrants to the other that it:

      1. is authorized to enter into these Terms of Service on the terms and conditions set forth herein.

      2. 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 these Terms of Service.

      3. shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

    2. Representations and Warranties by You.

      1. You represent and warrant that 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 the Authorized Content 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 Convert A Book that you are fully authorized to enter into these Terms of Service 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 these Terms of Service.

      2. 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 the Authorized Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in the Authorized Content) as contemplated by these Terms of Service. 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.

      3. You represent and warrant that the Authorized Content does not plagiarize or pirate any other work or infringe upon any copyright, trademark or other proprietary right.

      4. You represent and warrant that the Authorized Content does not contain SEO keyword spam, either in your manuscript or your metadata tags.

      5. You represent and warrant that the Authorized Content does not contain multiple hyperlinks to advertisements or affiliate marketing pages.

      6. You represent and warrant that the Authorized Content does not contain any advertisements of content that is primarily intended to advertise or promote products or services.

      7. You represent and warrant that the Authorized 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.

      8. You represent and warrant that the Authorized Content does not violate state and federal laws or advocate illegal activities.

      9. You represent and warrant that the Authorized Content does not advocate hateful, discriminatory or racist views or actions toward others.

      10. You represent and warrant that the Authorized Content does not contain any adult or pornographic material or anything illegal or offensive.

      11. You represent and warrant that any and all instruction, material, or advice contained in the Authorized Content is not likely to result in injury and the Authorized 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.

      12. You represent and warrant that the Authorized 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.

  8. Privacy.

  9. Certain information about you may be collected during your use of the Site. Collected information is subject to the Convert A Book Privacy Policy, located at [http://www.convertabook.com/privacy.php], which is hereby incorporated by reference.

  10. Use of Site.

    1. You are entirely responsible for all content that you upload, post or otherwise transmit to or via the Site. You agree not to upload, post or otherwise transmit via the Site any content that: (i) is false, inaccurate, misleading, harmful, obscene, indecent, pornographic, defamatory, racist, violent, offensive, threatening, harassing, or otherwise objectionable to Convert A Book or other users of the Site; (ii) includes unauthorized disclosure of personal information; (iii) violates or infringes anyone's intellectual property rights; or (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Convert A Book reserves the right to edit or remove content that violates these Terms of Service or that contains third-party commercial advertisements.

    2. You agree that you will not use the Site to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be Convert A Book or someone else, or spoof Convert A Book's or someone else's identity; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted to or via the Site; (iv) misrepresent your affiliation with a person or entity; (v) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Site; (vi) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (vii) collect or store personal data about other users unless specifically authorized by such users. Convert A Book reserves the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.

    3. You agree that you will not link to the Site using any HTML techniques that display the Site within a frame, partial window, popup, pop-under, or any other non-standard linking method.

    4. You agree to not use any robot, spider, other automatic device, or manual process to monitor or copy the Site web pages or the content contained therein without the prior written permission of Convert A Book.

  11. No Endorsement of Content.

  12. Convert A Book makes no representations or endorsements regarding the quality, accuracy, reliability or condition of any third party content posted on the Site. Convert A Book does not control the quality, safety, truth or accuracy of such content and makes no representation thereof. The Site may contain hyperlinks to third party web sites. Convert A Book makes no representations or endorsements regarding the quality, accuracy, reliability or condition of any content posted on such third party web sites.

  13. System Outages.

  14. Convert A Book periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Convert A Book shall have no liability whatsoever for (i) the resulting unavailability of the Site, (ii) any loss of data or transactions caused by planned or unplanned system outages, (iii) any resultant delay, mis-delivery, or non-delivery of information caused by system outages, or (iv) any third party acts or any other outages of web host providers or the Internet infrastructure and network external to the Site.

  15. Disclaimer of Warranties.

  16. CONVERT A BOOK PROVIDES THIS SITE AND THE SERVICES AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. CONVERT A BOOK SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND OF THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CONVERT A BOOK MAKES NO WARRANTY THAT THIS SITE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES CONVERT A BOOK MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THIS SITE OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONVERT A BOOK SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES AND COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

  17. System Outages.

    1. Convert A Book guarantees that the Digital Literature Products will conform to industry standard and will validate based on IDPF specifications (http://validator.idpf.org/).

    2. Convert A Book makes no guarantees whatsoever about there being any minimum sales or uses of any Digital Literature Products.

    3. Unless otherwise agreed in writing signed by both parties hereto, any physical embodiments of the Authorized Content such as books, magazines, or pamphlets ("Physical Product") that you provide to us will be destructively scanned and will not be returned to you.

    4. Certain modifications to the original formatting of the Authorized Content may occur as a result of file or design conversions. Convert A Book does not guarantee identical replication of the original formatting of the Authorized Content.

  18. Exclusive Remedy.

  19. You acknowledge and agree that your exclusive remedy against Convert A Book for any problems or dissatisfaction with any Services provided hereunder is the re-performance of that Service by Convert A Book, or alternatively, in Convert A Book's sole election, a refund of the price of the Service.

  20. Limitations of Liability.

  21. IN NO EVENT WHATSOEVER SHALL CONVERT A BOOK OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF TORT, CONTRACT, OR OTHER LAW, REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SITE AND OF THE SERVICES IS AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, FILES, OR DATA THAT MAY RESULT FROM SUCH USE. CONVERT A BOOK NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT CONVERT A BOOK AND ITS AFFILIATES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD CONVERT A BOOK OR ITS AFFILIATES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL CONVERT A BOOK'S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNT, IF ANY, THAT YOU HAVE PAID TO CONVERT A BOOK IN THE PAST TWELVE (12) MONTHS. YOU HEREBY RELEASE CONVERT A BOOK AND ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

  22. Intellectual Property.

    1. Except as expressly authorized by Convert A Book, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Site content or the content of other users on the Site, in whole or in part, by any means. You may not modify, decompile, or reverse engineer any software related to the operation of the Site, or otherwise provided to you by Convert A Book. You may not remove or modify any copyright or trademark notice, or other notice of ownership found anywhere on the Site.

    2. For purposes of these Terms of Service, "Convert A Book Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Convert A Book uses in connection with its products and services. You may not copy, use, remove, or alter any Convert A Book Trademarks, or co-brand your own products or material with Convert A Book Trademarks, without Convert A Book's prior written consent. You acknowledge Convert A Book's rights in the Convert A Book Trademarks and agree that any use of the Convert A Book Trademarks by you shall inure to Convert A Book's sole benefit. You agree not to incorporate any Convert A Book Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.

    3. Certain Site content may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties. All third party trademarks and/or logos used on this Site are the trademarks, service marks, or logos of their respective owners. Nothing in these Terms of Service shall confer any right of ownership of any of such third party content and/or trademarks.

    4. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring to you any license to any Convert A Book or third party intellectual property rights, whether by estoppel, implication, or otherwise. Unless explicitly stated herein, no permission is granted to you to copy, remove, publicly display, modify, or otherwise use any Convert A Book Trademarks, third party trademarks, or other content on this Site.

  23. Indemnification.

  24. You agree to indemnify and hold harmless Convert A Book and its affiliates and each of their employees, contractors, agents, officers, and directors from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Site, your use of the Services, your violation of any terms or conditions of these Terms of Service, your violation of applicable laws, or your violation of the rights of any other person or entity.

  25. Choice of Law and Venue.

  26. These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of law principles. The State of Delaware shall be the exclusive venue for all litigation regarding or arising out of these Terms of Service, and you agree to submit to the jurisdiction of the courts located within the State of Delaware for such litigation.

  27. Severability.

  28. If any provision of these Terms of Service is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.

  29. No Waiver.

  30. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.

  31. Modification

  32. In its sole discretion, Convert A Book may amend, delete and/or modify any of the terms and conditions contained in these Terms of Service or any other documents referenced herein at any time and in its sole discretion by posting a change notice or new agreement on the Site. Any amended or modified terms will be effective upon posting. Continued use of or visits to the Site following posting of a change notice or new agreement shall constitute your acceptance of any modified terms and conditions.

  33. Entire Understanding.

  34. These Terms of Service constitute the entire understanding of the parties relating to the subject matter hereof. These Terms of Service supersede all previous agreements or arrangements between you and us pertaining to the digital distribution of content.

  35. No Third Party Beneficiaries.

  36. These Terms of Service are 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 these Terms of Service.

  37. Assignment.

  38. Convert A Book may assign its rights and obligations under these Terms of Service at any time to any party. You may not assign your rights and/or obligations under these Terms of Service without obtaining Convert A Book's prior written consent.

  39. Relationship of the Parties.

  40. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. These Terms of Service shall not be deemed to create an agency, partnership or joint venture, and neither party is the other's agent, partner, or employee. The parties further acknowledge that the relationship between Convert A Book and BookBaby is that of independent contractor, and neither is the other's agent, partner, or subcontractor.

  41. Miscellaneous.

    1. These Terms of Service 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

    2. Any notice, approval, request, authorization, direction or other communication under these Terms of Service 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 Convert A Book, or as properly updated.

    3. The titles used in these Terms of Service are for convenience only and are not to be considered in construing or interpreting these Terms of Service.