Grant of License
Subject to all terms and conditions of the Contract, ChapterSync™ grants You a nonexclusive, nontransferable worldwide license to access and use the ChapterSync™ products and services You have purchased. All rights not expressly granted to You are reserved by ChapterSync™.
Restrictions on Use
Your right to use ChapterSync™ products and services offered under the Contract is at all times conditioned on prompt and timely payment of Fees and on compliance with all other provisions of the Contract. You may use ChapterSync™ products and services on an unlimited number of devices, provided such use is only for Your internal business purposes. Your use of ChapterSync™ products and services may not be for any purpose that is illegal or promotes illegal activities, to send unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or pyramid schemes, or in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or is otherwise indecent. You agree not to (a) license, sublicense, sell, lease, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the software, products or services provided hereunder; (b) modify or make derivative works based upon ChapterSync™ software; (c) attempt, or assist a third party, to decompile, disassemble or reverse engineer ChapterSync™ software, or otherwise attempt to determine the logic structure, architecture or other internal system design for ChapterSync™ software; or (d) build a product using similar ideas, features, functions or graphics of ChapterSync™ software, or copy any ideas, features, functions or graphics of ChapterSync™ software.
Application to Master Pricing Contracts
If You utilize a Master Pricing Contract for multiple properties and You add an additional location during the year that uses the same pricing, the additional location shall be subject to any annual or other pricing adjustments that apply to the Master Pricing Contract notwithstanding any other provisions of this Contract that provide for fixed prices during the initial term.
Sales Tax Policy
ChapterSync™ is required to collect sales tax on purchases shipped to any state in which we have business operations. For orders shipped to such states, tax is calculated based on the printing and finishing product subtotal.
All materials or property belonging to You, as well as work performed, may be retained as security until all just claims against You are satisfied.
- All amounts shown are in U.S. Dollars. No refunds shall be made unless expressly authorized in writing by ChapterSync™. Approved payment methods include ACH, credit card or check. If paying by credit card or ACH, You authorize ChapterSync™ to make direct withdrawals from Your designated credit or bank account to pay any costs or charges assessed or incurred by ChapterSync™ under this Contract. You must keep all information in Your billing account current. In the event of a suspension of services ChapterSync™ reserves the right to impose a reinstatement fee. ChapterSync™ reserves the right to switch the method of payment to automatic charges to a credit card or bank account that You authorize or to another approved payment method with thirty (30) days’ notice to You. ChapterSync™ also reserves the right to amend these terms at any time and such amendments will be effective thirty (30) days following notice to You, provided that any increase in fees shall not apply during the current term of any subscription under this Contract but will apply to renewals, whether automatic or otherwise.
Ownership of Content
ChapterSync™ alone (and its licensors, where applicable) shall own all right, title and interest in the intellectual property rights, including in ChapterSync™ software, all documentation, materials and information furnished by ChapterSync™, and all graphical, printed or electronic content furnished or provided through any website ChapterSync™ creates (“Site”), including all subsequent modifications, changes, corrections or enhancements thereto, whether or not such modifications were made or authorized by ChapterSync™. The Contract is not a sale and does not convey to You any rights of ownership in or related to the ChapterSync™ software, products or services except as specifically provided. “ChapterSync.com” and any and all other marks appearing on this Site are trademarks of ChapterSync™ in the United States and other jurisdictions (“Trademarks”). You may not use, copy, reproduce, republish, upload, post, transmit distribute or modify ChapterSync™ software, Site content or Trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without ChapterSync™ prior written consent. The use of Trademarks on any other Website or network computer environment is prohibited. ChapterSync™ prohibits the use of Trademarks as a “hot” link on, or to, any other Website unless establishment of such a link is pre-approved by ChapterSync™ in writing. If You are purchasing website development services from ChapterSync™, additional provisions concerning ownership of content are set forth in the Section entitled ADDITIONAL TERMS FOR WEBSITE CONTENT DEVELOPMENT.
You shall remain the owner of all information, documents, data and materials that You either create, originate or legally furnish or use from a third party source (including, without limitation, social media) in connection with Your use of the Site (“Your Content”). ChapterSync™ does not acquire ownership of Your Content, provided, however, that You authorize ChapterSync™ to host, copy, reproduce, transmit, display, modify and adapt Your Content, solely as necessary for ChapterSync™ to: (1) furnish the services set forth in the Contract or as necessary in connection with ChapterSync™ monitoring of Your account for quality control, error correction and compliance with ChapterSync™ legal obligations; and (2) investigate any existing or suspected breach of the Contract, or if deemed necessary to protect ChapterSync™ obligations to other subscribers. ChapterSync™ will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any of Your Content.
Your Obligations Regarding Your Content
You are solely responsible for the nature, quality and accuracy of Your Content. ChapterSync™ will provide functions that allow You to control who may access Your Content. You represent and warrant that You have all rights necessary to use Your Content and to grant rights to the storage, transmission or use of the Software as contemplated in the Contract. You agree to promptly handle and resolve any notices and claims relating to Your Content, including any notices sent to You by any person claiming that any of Your Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices, and to maintain appropriate security, protection and backup copies of Your Content, which may include Your use of additional encryption technology to protect Your Content from unauthorized access. You must immediately notify ChapterSync™ in writing of any unauthorized use of any existing or suspected unauthorized use of or access to Your Content and will take all steps necessary to terminate such unauthorized use.
ChapterSync™ Rights of Use and Retention Policy
If printing or other implementation is done through Your vendors, You agree to provide ChapterSync™ with printed samples of each such project. ChapterSync™ reserves the right to photograph and/or distribute or publish for ChapterSync™ promotional and marketing needs any work ChapterSync™ creates for You, including but not limited to mockups and comprehensive presentations, as samples for ChapterSync™ portfolio, company newsletter, brochures, and similar media. ChapterSync™ agrees to store electronic files for a period of six months beyond the delivery of a job. Thereupon, ChapterSync™ reserves the right to discard them.
You agree that ChapterSync™ may use your name and logo in a customer list on its website or in its marketing materials. You may advise ChapterSync™ at any time with thirty (30) days’ notice to cease using Your name, logo, and any other information that clearly identifies You in ChapterSync™’ marketing.
Confidential Information Defined
As used herein, “Confidential Information” shall mean any technical or business information furnished, in whatever form or medium, disclosed or made accessible by one party to the other (including, but not limited to, product/service specifications, prototypes, computer programs, models, drawings, marketing plans, financial data, personnel statistics), which, if disclosed in writing or otherwise, is marked as confidential or proprietary, which, if disclosed in writing, orally, or otherwise, is information that the disclosing party clearly indicates to the receiving party at the time of disclosure is of a confidential or proprietary nature, or any other information which, if disclosed in writing, orally, or otherwise, is received or obtained under conditions such that the receiving party reasonably should understand that such information is considered confidential by the disclosing party.
Restrictions on Use of Confidential Information
Each party agrees to hold Confidential Information of the other party in strictest confidence and shall use the same solely for the purposes of the Contract unless otherwise authorized in writing by the disclosing party. The receiving party shall not copy such Confidential Information without express written permission, or disclose such Confidential Information to anyone except employees, consultants, and subcontractors of the receiving party to whom disclosure is necessary for the purposes set forth in the Contract. The receiving party shall appropriately notify each such employee that the disclosure is made in confidence and must be kept in confidence in accordance with the Contract. The obligations set forth herein shall be satisfied by each party through the exercise of at least the same degree of care used to restrict disclosure and use of its own information of like importance.
Return of Confidential Information
All copies of such Confidential Information fixed or stored in written, graphic, electronic, optical, magnetic or other tangible form shall be returned to the disclosing party upon expiration, termination or cancellation of the Contract or upon the disclosing party’s request, unless otherwise agreed.
The obligations imposed in this Section relating to CONFIDENTIAL INFORMATION shall not apply to any information that: (a) is already in the possession of or is independently developed by the receiving party without violation of any obligation of nondisclosure; (b) is or becomes publicly available without violation of any obligation of nondisclosure; (c) is obtained by the receiving party from a third person without violation of any obligation of nondisclosure; or (d) is clearly stated to be without restriction by the disclosing party.
- We may access or disclose information about You, including the content of Your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of ChapterSync™ or ChapterSync™ customers, including the enforcement of ChapterSync™ agreements or policies governing Your use of the service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of ChapterSync™ employees, customers, or the public; and
We utilize security procedures to protect the information You share with Us. While we make reasonable efforts to protect this information, We cannot and do not warrant or guarantee the absolute safety and security of this information.
General Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ChapterSync™, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AFFILIATES (COLLECTIVELY, THE “COVERED PARTIES”) BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACT OF GOD, ACCIDENT, DELAY, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH ANY USE OF ANY ChapterSync™ PRODUCTS OR SERVICES OR WITH ANY DELAY OR INABILITY TO USE THESE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THESE PRODUCTS OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If, notwithstanding the above, ChapterSync™ is found liable to You for any loss or damage relating to Your use of any ChapterSync™ products or services, You agree that such liability shall in no event exceed the fee or charge to You assessed by ChapterSync™ for the product or service in question.
Warranty and Idemnification
ChapterSync™ warrants and represents that it owns or has acquired the necessary rights to operate the Site, display the Site content and grant the licenses to You set forth herein. ChapterSync™ will at all times reasonably attempt to achieve the highest possible availability of the Site, but no warranty is made with regard to specific availability or time of access. ChapterSync™ makes no warranty with respect to recovering or restoring any of Your Content that is lost, and You acknowledge having been advised to secure separate backup services for all of Your Content. Your use of the Site and the ChapterSync™ software is at Your sole risk and You acknowledge that the Site and software and associated documentation may contain defects, fail to comply with applicable specifications, any may produce unintended or erroneous results either alone or when operated in combination with other products or programs. You accept the software and the Site, and all products and services of ChapterSync™ “as is” without any other warranty whatsoever. ChapterSync™ may at various times provide You with links to websites operated by third parties, and You acknowledge that ChapterSync™ makes no warranty or representation as to the content, goods or services, or their accuracy or effectiveness, provided on such third party websites.
ChapterSync™ Indemnification of You
ChapterSync™ shall indemnify and defend You, Your officers, directors, affiliates, agents and employees from any and all third party claims, demands, litigation, expenses and liabilities (including costs and reasonable attorneys’ fees) arising from or incident to any claims that the ChapterSync™ software or Site content, or any content specifically developed for use on Your website, infringes any trade secrets, trademark, copyright or patent rights of any third party. This shall not apply to the extent that any such claim is the result of Your misuse of the ChapterSync™ software or Site content or relates to any content specifically designed for You according to Your specifications, or to a combination of such elements with components, content or software not furnished by ChapterSync™, use of a superseded version of the ChapterSync™ software or Site content or unauthorized modification of such elements. You agree to cooperate with the defense of any such claims, at ChapterSync™ expense. ChapterSync™ may, at its sole option, and in addition to any other rights, respond to such claims by modifying the ChapterSync™ software or Site content or Your website content so as to remove the infringing component, procuring from the claimant the right to continue to use the ChapterSync™ software or Site content under the Contract, or terminating the Contract.
Your Indemnification of ChapterSync™
You shall indemnify and defend ChapterSync™ and its officers, directors, affiliates, agents and employees from any and all claims, demands, litigation, expenses and liabilities (including costs and reasonable attorney’s fees) arising from any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) asserted by a third party regarding Your use of the ChapterSync™ software or Site content, Your use or disclosure of Your password, Your use, transmission, storage, access to or modification of Your Content, the design of Your website content in accordance with specifications You provided, or any other act or omission in violation of the law or of the terms of the Contract or related contract.
Each party hereunder is acting as an independent contractor and not as an agent, employee, representative or affiliate of the other. Neither party shall have authority to act for the other’s behalf, to bind or incur any debts or liabilities in the name of or on behalf of other, or to control or answer for the acts of the employees of the other.
You warrant that, by signing the Contract, You have the full and necessary authority and capacity to bind the party represented by Your signature to each and every obligation set forth in the Contract.
Assignment and Delegation
No rights or interests in the Contract shall be assigned by You without written permission of ChapterSync™, and any attempted assignment without written permission of ChapterSync™ shall be void.
Use of Third Parties and Cloud Services
ChapterSync™ may employ or subcontract with any third party in connection with the performance of the services under the Contract, including the use of Cloud-based data storage services.
Neither party shall be liable for failure to perform solely caused by unforeseeable circumstances beyond their control.
The failure of either party to exercise any right shall not be construed to be a waiver unless agreed upon in writing.
Notices and Consent to Electronic Communications
All notices permitted or required under the Contract shall be in writing and shall be directed to the email addresses furnished by You. By registering as a ChapterSync™ subscriber, You understand and acknowledge that We may send You communications or data regarding the ChapterSync™ software or services or the Contract via email using the address information that You provide. You consent to this and to receiving billings and other notices from ChapterSync™ via email. You acknowledge that failure to maintain current contact information with ChapterSync™ means that You may not receive proper, current or accurate notices and that You are solely responsible for such occurrences.
ChapterSync™ reserves the right to modify or replace the terms, conditions, and policies of or referenced in the Contract at any time in ChapterSync™ sole discretion. Any modifications to the Contract will be effective upon the date We provide You with notice of such modifications.
Review by Attorneys
You agree that You have had an opportunity to consult with Your own legal counsel regarding Your contracts with ChapterSync™, the Contract, and all related documents and agreements, and You represent that You fully and completely understand and accept all terms and conditions set forth these documents and agreements and intend to be fully bound by the same.
The Contract contains the entire agreement between the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous agreements, understandings and representations, both oral and written.
If any clause or provision of Your contracts with ChapterSync™, the Contract, or any related document and agreement is held invalid, illegal or unenforceable under present or future laws, such determination will not affect the remaining portions of the Contract, and the parties agree that the affected provisions shall be amended to the extent necessary to render them enforceable so as to carry out the intent of the Contract. In the event an arbitrator or court enters an award, judgment, or order declaring that any material provision of the Contract is invalid or unenforceable, the remainder of the Contract shall continue in full force and effect.
You agree that any breach of the Contract by You would cause ChapterSync™ to suffer severe, irreparable and incalculable injury, not compensable through monetary damages, and that in the event of any such existing or threatened breach, ChapterSync™ shall be entitled, in addition to any other remedies, to injunctive or other equitable relief without the necessity of posting an undertaking, which requirement is hereby expressly waived.
You hereby agree that ChapterSync™ may elect at any time and at its sole discretion to arbitrate or to litigate all claims and disputes of every type and manner which may rise or are in any way related to the Contract, including but not limited to claims in contract, tort, common law claims, or alleged statutory violations. You hereby agree to submit any such dispute or claim to binding arbitration pursuant to the rules of the American Arbitration Association if so elected by ChapterSync™. You agree to dismiss or abate any proceeding pending in a forum other than that selected by ChapterSync™.
Governing Law, Venue, Costs and Fees
The validity and enforceability of the Contract shall be interpreted in accordance with the laws of the State of New York, without reference to its conflicts of law rules. Venue for any action commenced to enforce or interpret the Contract shall be exclusively in San Diego County, California. In the event of any dispute, claim, or action commenced by either ChapterSync™ or You against the other, then the arbitrator or court presiding over such dispute, claim, or action shall award costs and attorneys’ fees to the prevailing party.
Additional Terms for Website Development Services
If You elect to use ChapterSync™ website development services, the following additional provisions will apply:
The Web Pages shall be coded:
- in HTML or in any other language generally accepted by the industry;
- in such a way that they may be accessed on the Internet;
- using modems of 56,600 band or faster;
- supported browsers: We support current versions of Chrome, Firefox and Internet Explorer as well as their previous versions backdated 12 months from each individual browser’s most current release;
- there may be slight variations of the design depending in which web browser the website is viewed.
Any graphic element:
- shall be designed or converted, as the case may be, in JPG, GIF, PNG or in any other format generally accepted by the industry;
- shall have a constant appearance (size and color) independently from the hardware and software platforms, operating systems and Web Browsers as stated in the specifications.
- shall be programmed according to the rules generally accepted by the industry;
- shall run as efficiently as possible, subject to the software and hardware limitations.
If, during the performance of the Contract and before final approval of the services performed by ChapterSync™, You request any revisions, corrections, additions, substitutions or other modifications this request shall be considered to be a request for additional services, and ChapterSync™ shall not be required to perform such work unless the parties agree on additional fees and amendments to the specifications as shall be required, provided that the foregoing shall not apply if the request is the result of an error or omission on the part of ChapterSync™.
Ownership of Graphic Elements
Except as otherwise provided below in Ownership of Background Technology, You shall own intellectual property rights in and to the graphic elements and other functionality designed by ChapterSync™ to Your specifications.
Ownership of Background Technology
ChapterSync™ shall own and retain all intellectual property rights in and to all software developed for operation of the website, including the right to keep, use and reuse modules or portions of the software for other clients, and the right to keep, use and reuse the knowledge, techniques, processes, know-how, expertise, skills, ideas, talents and other elements acquired before or during the performance of the Contract.
Additional Terms for ChapterSync™ Hosting Services
If You have a ChapterSync™ Site, You will use ChapterSync™ website hosting services and the following additional provisions will apply:
Registration, Installation and Hosting of Your Website
As part of ChapterSync™ hosting services, and subject to Your performance of all terms and conditions of the Contract, ChapterSync™ will: (a) register with the appropriate organization, on behalf of the Licensee, the domain name indicated in Your specifications, or if unavailable such other alternative and available domain name that is proposed by You; (b) install, operate and host Your website on the ChapterSync™ web server in accordance with generally accepted industry practices; (c) maintain the accessibility of Your website on a continuous basis to the level of volume and capacity as detailed in the specifications, excepting such time periods as are needed for planned server maintenance, for network downtime not attributable to or under the control of ChapterSync™ or due to ChapterSync™ exercise of its rights under the Contract; (d) load, install, configure and implement Your website according to the specifications; (e) provide You with all necessary information and documentation respecting the access and operation of Your website and with ongoing technical support as set forth in the specifications; (f) address and attempt to resolve problems with Your website provided that You report such problems with sufficient detail as to allow the problem to be examined; and (g) maintain, in a manner equal to industry standards and to ChapterSync™ own internal procedures, a security firewall to protect against hacking, viruses, identity theft and other security breaches.
Your Obligations Regarding Registration, Installation and Hosting of Your Website.
In addition to all other obligations set forth in the Contract, You shall be solely responsible for each of the following requirements and agree that failure to adhere to these requirements shall constitute a material breach of the Contract: (a) You shall furnish all information and specifications required or requested by ChapterSync™ with respect to the implementation and operation of the Your Website; (b) You shall take all appropriate measures to prevent the unauthorized disclosure or use of any usernames, passwords or other authorizations associated with the operation or use of the Your website; (c) You shall promptly report to ChapterSync™ any problem concerning the operation or content of the Your website with sufficient detail as to enable ChapterSync™ to examine the problem; (d) You shall provide, at ChapterSync™ request, proof of title or interest in any copyright, trademark or in any other intellectual property right respecting Your Content; (e) None of Your Content shall be so created as to allow the display, within a frame, of the content, in whole or in part, of one or several pages from another website without the owner’s consent; (f) You shall appropriately display all notices and symbols signifying ownership of a copyright, trademark, patent or other intellectual property right where required; and (g) You shall not, for any reason whatsoever, directly or indirectly, use Your website to cause damage to a third party; gain unauthorized access to information, computer systems or websites; damage the content of another party’s website or commit an illegal offense.