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User
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eBook
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Modifications
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Inc.
At any
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Unauthorized
Use of eBook Universal.com
Yasumozoni,
Inc. reserves the right to investigate and take legal action against any illegal
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not to pursue legal action for any violation of the Terms of Use shall not be
construed as a waiver of the Terms of Use or Yasumozoni, Inc.'s legal rights.
Disclaimer
of Warranties and Limitation of Liability
YOU
EXPRESSLY AGREE THAT YOUR USE OF eBook Universal.com, AND ANY PHOTOS, ARTICLES,
SOFTWARE OR OTHER INFORMATION, SERVICES, DIGITAL PRODUCTS, AND MATERIALS
CONTAINED IN OR DESCRIBED ON eBook Universal.com, IS AT YOUR OWN RISK, AND THAT
ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED BY Yasumozoni, Inc. ON AN "AS
IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW,
Yasumozoni, Inc. MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR
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AND USE OF eBook Universal.com OR THE INFORMATION, CONTENT, MATERIALS, SERVICES
OR DIGITAL PRODUCTS ON eBook Universal.com, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. IN ADDITION, YMZ DOES NOT REPRESENT OR WARRANT THAT
THE INFORMATION ACCESSIBLE VIA eBook Universal.com IS ACCURATE, COMPLETE OR
CURRENT, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY
ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF eBook
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THAT eBook Universal.com WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS,
VIRUSES, OR OTHER HARMFUL COMPONENTS.
IN NO
EVENT SHALL JDV OR ITS AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS
OR REPRESENTATIVES OF Yasumozoni, Inc. OR ITS AFFILIATES (THE "Yasumozoni, Inc.
PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING
OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF
eBook Universal.com (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT,
SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF
PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF
THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
CERTAIN
STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS,
EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.
Indemnification
You
agree to indemnify and hold the Yasumozoni, Inc. Parties harmless from and
against any and all damages, liabilities, actions, causes of action, suits,
claims, demands, losses, costs and expenses (including without limitation
reasonable attorneys' fees and court costs) arising from or in connection with
(i) your use of eBook Universal.com or any information or materials contained or
displayed therein; (ii) your violation of these Terms of Use; (iii) any User
Content you post on eBook Universal.com or otherwise provide to Yasumozoni,
Inc.; or (iv) your violation of any rights of any third party.
Governing
Law
The laws
of the State of Washingtion will govern these Terms of Use, without giving
effect to any principles of conflicts of laws. You agree that any action arising
out of the Terms of Use or your use of eBook Universal.com shall be brought in
state or federal court in Seattle, Washington and you consent to the
jurisdiction of such courts.
Miscellaneous
You may
not assign or otherwise transfer these Terms of Use or any rights or obligations
hereunder. Yasumozoni, Inc.'s failure to act on any breach of any provision
hereof shall not be construed as a waiver of the enforcement of any provision
unless Yasumozoni, Inc. agrees to such waiver in writing.
If any
portion of these Terms of Use is deemed unlawful, void or unenforceable, that
portion will be deemed severable and will not affect the validity or
enforceability of remaining provisions. These Terms of Use set forth the entire
understanding between you and Yasumozoni, Inc. with respect to the subject
matter hereof and supersede any prior or contemporaneous communications,
representations, or agreements, whether oral or written, between you and
Yasumozoni, Inc. with respect to such subject matter.
Contact
If you
have any questions relating to these Terms of Use, eBook Universal.com or
Yasumozoni, Inc., please contact: info@ebookuniversal.com.
Notice
and Procedure for Making Claims of Intellectual Property
Infringement
Yasumozoni,
Inc. respects the intellectual property rights of others. If you believe that
any content, submission, digital product, product description, or other aspect
of Blish.com may infringe or otherwise violate your patent, trademark,
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refer to our Intellectual Property Policy. Intellectual Property Policy
eBook
Universal.COM PRODUCT LICENSE AGREEMENT
This
eBook Universal.com Product License Agreement ("Agreement") governs the terms by
which you may obtain the right to license and use digital books, sound
recordings, photography, illustrations and other digital content ("Products")
from those providers who upload content and license such Products via our
website located at www.ebookuniversal.com
("eBook
Universal.com"). This Agreement is in addition to those Terms of Use applicable
to eBook Universal.com, to which all persons providing content to or accessing
content from eBook Universal.com must agree. In the event of any inconsistency
between this Agreement and the Terms of Use, the terms of this Agreement shall
govern. Yasumozoni, Inc. retains the right to unilaterally modify or amend this
contract at any time.
Background
This is
a legal agreement between any person intending to obtain a license and access
data or materials from eBook Universal.com (in this Agreement referred to as
"you" or "Buyer") and Yasumozoni, Inc. Online, ("Yasumozoni, Inc."), the
operator of eBook Universal.com. This Agreement hereby incorporates the
provisions of Yasumozoni, Inc.'s Privacy Statement (http://www.ebook
universal.com/) the ebookuniversal.com Terms of Use
(http://www.ebookuniversal.com/).
By
clicking the box at the end of this Agreement that reads "I agree," you agree to
be bound by the terms of this Agreement, and consent to the use, as set forth in
Yasumozoni, Inc's Privacy Statement, of any personally identifiable information
you may provide to us. We suggest that you print a copy of the Agreement,
including the Privacy Statement and the Terms of Use, for your records. Upon
accepting the terms of this Agreement, you may obtain a license to Products
listed on eBook Universal.com pursuant to the terms hereof. Each subsequent
license of Products will be governed by, and confirm your assent to, the terms
and conditions of the then current version of this Agreement.
This
Agreement remains in full force and effect until terminated in accordance with
its terms. If at any time the terms and conditions of this Agreement are no
longer acceptable to you, you must follow the termination procedures set forth
below under "Term and Termination."
Products
All
images and descriptions of Products are listed on eBook Universal.com by third
party content providers ("Providers"). Yasumozoni, Inc. neither guarantees the
legality, quality or availability of any Products, nor warrants that Product
descriptions or any other information posted on eBook Universal.com regarding
any Products or Providers are accurate, complete, reliable, current, or
error-free. Furthermore, Yasumozoni, Inc.is not responsible for selecting,
monitoring or evaluating any of the Providers or their Products. Yasumozoni,
Inc. is not a party to the license to you of any Products and does not otherwise
assume any responsibility or liability for any action, inaction or Product of
any Provider.
Purchase
of License
1.0
General. YMZ has arrangements with one or more third party online payment
services providers ("Payment Services Providers"), whereby such Payment Services
Providers will process payments for licenses to use Products purchased by you
via eBook Universal.com.
2.0 U.S.
and Canada Sales. Licenses to use Products may be obtained only by residents of
the United States or Canada, and may be accessed via computer hardware located
only in the United States or Canada. For purposes of this Agreement, "United
States" shall mean the fifty states comprising the United States of America and
territories of the United States.
3.0
Payment. Buyer acknowledges that sales taxes, including but not limited to
federal, state and local taxes based on the sale, use or ownership of any
Product, whether designated as a sales or use tax, gross receipts tax, value
added tax, personal property tax, or otherwise ("Sales Taxes"), may apply to the
purchase of a license to certain Products offered through eBook Universal.com.
Sales Taxes in respect of a specific Product license will be calculated at the
time Buyer purchases a license to a Product. Buyer agrees to pay any such Sales
Taxes in addition to the price of purchasing a license to a Product via eBook
Universal.com.
4.0
Product Fulfillment. Promptly following your payment to the Payment Services
Provider of any amounts owed by you to obtain a license to a Product,
Yasumozoni, Inc. will provide you with an electronic mail message confirming
your purchase, including a link to the location from which you may access the
Product (the "Download Button"). Buyer acknowledges that (i) firewalls and/or
network security systems ("Security Restrictions") may affect your ability to
access your Product, and (ii) Yasumozoni, Inc. does not have the ability to
predict Security Restrictions and any such Security Restrictions are beyond
Yasumozoni, Inc.'s ability to control.
5.0
Returns and Refunds. Buyer acknowledges and accepts Yasumozoni, Inc.'s policy
that all sales of licenses to use Products are final and that all amounts paid
by Buyer for licenses to use Products shall be non-refundable. Once a license to
a Product has been purchased by you, such Product will be available for access
via the Download Button for a period of seven (7) days subsequent to your
purchase of the Product license. If, however, within this seven-day period,
Buyer does not access the Product, such access to the Product will be
terminated, and no refund will be provided. Additionally, if Buyer is unable to
download or access any Product as a result of Security Restrictions or other
causes outside of YMZ's control, no refund will be provided.
6.0
Customer Service. If you have any inquiries or complaints regarding your
purchase of a license or the delivery of any Product, please contact
support@ebookuniversal.com. YMZ will promptly refer any communications from
Buyer to the Provider of the Product in question. In the event of any dispute
between you and any Provider, you hereby fully release and discharge YMZ, its
affiliates, and the officers, directors, employees, agents and representatives
of Yasumozoni, Inc and its affiliates, from any demands, claims, liability or
damages of any nature whatsoever, whether or not known, arising out of or
otherwise based on such dispute.
License;
Restrictions on Use
Upon
receipt of payment from Buyer to purchase a license to a Product, Provider
grants to you a limited, non-exclusive, non-transferable, royalty free,
perpetual right and license to the Product according to the terms and conditions
of this Agreement. Notwithstanding the foregoing, you agree not to (i) resell,
sublicense or otherwise transfer the Product to any third party, or (ii)
incorporate the Product into any item for resale, licensing or other transfer.
Additionally, Buyer agrees to be bound by any further restrictions imposed on
Buyer's use of the Product by Provider through digital rights management ("YMZ")
or as set forth in the Product description or other Product information or
communication received from Provider at the time of delivery of the Product.
Feedback
In the
event you post any comments on eBook Universal.com regarding any Providers or
Products ("Feedback"), you hereby (i) grant to Yasumozoni, Inc. a royalty-free,
perpetual, worldwide, unrestricted, irrevocable license to display such Feedback
on eBook Universal.com and otherwise use such Feedback as YMZ, in its sole
discretion, may determine; and (ii) agree that YMZ shall have the right to
remove such Feedback from eBook Universal.com at any time, in YMZ's sole
discretion.
Term and
Termination
1.0
Term. This Agreement is effective until terminated by either you or YMZ as
provided below. You may terminate this Agreement at any time by giving written
notice to YMZ by electronic mail at support@ebookuniversal.com. YSM may also
terminate this Agreement for any reason by giving you notice by electronic mail
at the last address on record in your membership information. If YMZ otherwise
terminates your membership, such termination shall be deemed to be notice of
termination of this Agreement as well.
2.0
Survival. The termination of this Agreement for any reason will not affect the
accrued rights of the parties or the right of either party to sue for damages
arising from a breach of this Agreement. In addition, Sections 3.3, 3.6, 4, 5,
6.2, 7, 8, 9, 10 and 11 shall survive, and remain in full force and effect,
beyond the effective date of termination of this Agreement.
Warranty
and Disclaimer
1.0
Buyer. You represent and warrant that: (i) you are at least eighteen (18) years
of age, and have the right to form legally binding contracts and to perform your
obligations hereunder; (ii) you are a resident of the United States or Canada;
(iii) your execution and performance of this Agreement will not violate any
other agreement or obligation to which you are bound; (iv) you will comply with
all applicable laws and regulations in performing your obligations and
exercising your rights under this Agreement; and (v) no Feedback you post on
eBook Universal.com will infringe or otherwise violate any rights of any third
party.
2.0
Disclaimer. YOU EXPRESSLY AGREE THAT YOUR USE OF eBook Universal.com, AND ANY
PHOTOS, ARTICLES, SOFTWARE OR OTHER INFORMATION, SERVICES, PRODUCTS, AND
MATERIALS CONTAINED IN OR DESCRIBED ON eBook Universal.com, IS AT YOUR OWN RISK,
AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED BY YMZ ON AN "AS IS"
AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, YMZ
MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF eBook
Universal.com OR THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS ON OR
AVAILABLE VIA eBook Universal.com, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN
ADDITION, YMZ DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION OR PRODUCTS
ACCESSIBLE VIA eBook Universal.com ARE ACCURATE, COMPLETE OR CURRENT, AND YMZ IS
NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE
CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF eBook Universal.com
OR THE PRODUCTS LISTED OR LICENSED VIA eBook Universal.com. FURTHER, YMZ MAKES
NO REPRESENTATIONS AND WARRANTIES THAT eBook Universal.com OR ANY PRODUCTS WILL
BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL
COMPONENTS.
Limitation
of Liability
IN NO
EVENT SHALL Yasumozoni, Inc. OR ITS AFFILIATES, OR THE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES OF YMZ OR ITS AFFILIATES BE LIABLE TO YOU
OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO,
RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF eBook Universal.COM, ANY
PRODUCT, OR ANY DESCRIPTION OF ANY PRODUCT (INCLUDING, BUT NOT LIMITED TO, ANY
DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS
OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF
THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
CERTAIN
STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS,
EXCLUSIONS OR LIMITATIONS IN SECTION 7.2 AND THIS SECTION 8 MAY NOT APPLY TO
YOU. NONETHELESS, UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU BE GREATER
THAN $100.00.
Indemnification
You
shall indemnify, defend and hold YMZ, its affiliates, and the officers,
directors, employees, agents and representatives of YMZ and its affiliates (the
"YMZ Indemnitees") harmless from any and all actions, claims, damages, expenses
and liabilities of any nature whatsoever (including reasonable attorneys' fees
and other legal costs) incurred or suffered by any such YMZ Indemnitees arising
out of, or in connection with, any third party claim, demand or cause of action
(each a "Claim") based upon or arising out of (i) any breach by you of this
Agreement or the eBook Universal.com Terms of Use; (ii) your gross negligence or
willful misconduct; (iii) your use of eBook Universal.com or any information,
materials or Products contained or displayed therein; or (iv) your violation of
any rights of any third party. YMZ reserves the right, at your expense, to
assume the exclusive defense and control of any Claim, and in such case, you
agree to cooperate with YMZ's defense of such Claim. If YMZ does not exercise
its right to assume the exclusive defense and control of a Claim, you shall not
enter into any settlement agreement that adversely affects YMZ without YMZ's
prior written consent.
General
Terms
1.0
Privacy Policy and Terms of Use. The terms of the eBook Universal.com Privacy
Statement and Terms of Use are hereby incorporated as part of this Agreement.
2.0
Contact. If you have any questions relating to this Agreement, eBook
Universal.com or YMZ, please contact: cs@ebookuniversal.com.
3.0
Binding Provisions/Third Party Beneficiaries.
This
Agreement is binding upon, and shall inure to the benefit of, the parties and
their respective administrators, legal representatives, successors, and
permitted assigns. The parties agree that no provision of this Agreement is
intended, expressly or by implication, to purport to confer a benefit or right
of action upon a third party (whether or not in existence, and whether or not
named, as of the date you agree to these terms).
4.0
Relationship.
Nothing
in this Agreement shall constitute or be deemed to establish a partnership,
joint venture, association, agency or employment relationship between you and
YMZ, and neither party shall have the authority or power to bind the other
party, or to contract in the name of the other party, in any manner or for any
purpose.
5.0
Force Majeure.
If the performance of YMZ is prevented,
hindered, delayed or otherwise made impracticable by reason of any cause beyond
YMZ's reasonable control (each, a "Force Majeure Event"), YMZ shall be excused
from such performance to the extent that it is prevented, hindered or delayed by
such Force Majeure Event.
6.0
Remedies Not Exclusive.
No
remedy conferred by any provision of this Agreement is intended to be exclusive
of any other remedy, except as expressly provided in this Agreement, and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing in law or in equity or by
statute or otherwise.
7.0
Miscellaneous.
This
Agreement will be governed by the laws of the State of Washington without regard
to conflicts of laws principles, and you agree to the jurisdiction of the courts
therein. This Agreement supersedes any and all prior agreements between the
parties hereto, and constitutes the entire agreement between you and YMZ, with
respect to the subject matter hereof. No modification or amendment of this
Agreement by Buyer, or any waiver of rights under this Agreement by YMZ or
Buyer, will be effective unless set forth in a writing signed by both parties.
If one or more of the provisions of this Agreement is deemed invalid, unlawful,
or unenforceable by law, then the remaining provisions will continue in full
force and effect. All rights granted to YMZ under this Agreement shall extend
also to YMZ's assignees and successors in interest. You may not assign or
transfer any rights or obligations under this Agreement without the prior
written consent of YMZ.
8.0
Headings, Plurals, and "Including".
References
to sections are to sections of this Agreement, unless otherwise indicated.
Section headings are inserted for convenience of reference only and shall not
affect the construction of this Agreement. The singular number shall include the
plural, and vice versa. Any use of the word "including" will be interpreted to
mean "including, but not limited to," unless otherwise indicated.
Acknowledgment
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN
OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN
CONSIDERATION OF YMZ AGREEING TO PROVIDE A MEANS FOR THE PURCHASE OF A LICENSE
TO PRODUCT(S) VIA eBook Universal.com AND BY CLICKING "I AGREE" BELOW, YOU AGREE
TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
eBook
Universal.COM INDIVIDUAL PROVIDER AGREEMENT
This
Individual Provider Agreement ("Agreement") governs the terms by which you may
provide digital books, sound recordings, photography, illustrations and other
digital content ("Products") to visitors to our web site located at www.ebook
universal.com or such other URL as we may specify ("eBook Universal.com"). This
Agreement is in addition to those Terms of Use applicable to eBook Universal.com
to which all persons providing content to or downloading content from eBook
Universal.com must agree. In the event of any inconsistency between this
Agreement and the Terms of Use, the terms of this Agreement shall govern. YMZ
retains the right to unilaterally modify or amend this contract at any time,
such modification or amendment to be deemed accepted by you and to become
effective upon YMZ's delivery to you by electronic mail at the last address on
record in your membership information of such modified or amended agreement.
1.
Background
This is
a legal agreement between any person intending to upload data or materials onto
eBook Universal.com (in this Agreement referred to as "you" or "Provider") and
YMZ Online, INC. ("YMZ"), the operator of eBook Universal.com. Provider wishes
to market and sell Products via eBook Universal.com and desires to grant YMZ a
non-exclusive, non-transferable license to use certain Provider Content (as
defined below) in connection with the marketing and promotion of the Products
and/or eBook Universal.com. Upon accepting the terms of this Agreement, you may
upload Provider Content to eBook Universal.com by following the instructions on
the product listing screens. Each upload of Provider Content will be governed
by, and confirm your assent to, the terms and conditions of this Agreement.
By
clicking the box at the end of this Agreement that reads "I agree," you agree to
be bound by the terms of this Agreement. We suggest that you print a copy of the
Agreement for your records.
This
Agreement remains in full force and effect until terminated in accordance with
its terms. If at any time the terms and conditions of this Agreement are no
longer acceptable to you, you must follow the termination procedures set forth
below under "Term and Termination."
2.
Products
2.1 Product Descriptions
The
parties acknowledge that Provider may, from time to time, offer Products for
sale via eBook Universal.com. You are solely responsible for pricing each
Product, providing a description and an image of the Product, providing any
samples of the Product (e.g. sound loops, excerpts, or thumbnails) you wish to
make available via eBook Universal.com (collectively, "Samples"), and specifying
any warnings, notices, labels or other content required by applicable law to be
displayed in connection with the offering, marketing, advertising or sale of the
Product. When offering a Product for sale via eBook Universal.com and completing
the corresponding upload, you must provide the following information: (i) a
brief description of the Product; (ii) such other identifying information as YMZ
may reasonably request; (iii) information regarding any limitations or
requirements in respect of downloading the Product; (iv) the largest available
digitized image of the Product in the highest resolution available; (v) the
initial listing price for the Product; (vi) any warnings, notices, labels or
other content required by applicable law to be displayed in connection with the
offering, marketing, advertising or sale of the Product; (vii) if relevant, the
publisher and the edition of the Product; and (viii) any additional information
regarding the Product you desire to display on eBook Universal.com
(collectively, the "Product Description"), as well as any Samples. You agree to
update the Product Descriptions and/or Samples on an as needed basis via the
upload procedures to ensure the information provided for each Product is
current, accurate and complete.
2.2 Acceptable Goods Policy
All
Products and Product Descriptions must conform to YMZ's Acceptable Goods Policy
accessible via http://www.ebookuniversal.com/, as may be amended from time to
time by JDV, acting in its sole discretion, to ensure that eBook Universal.com
does not contain any content (including but not limited to digital books, sound
recordings, photography, illustrations, product descriptions or other digital
content) that is illegal, immoral, offensive, or otherwise potentially harmful
to YMZ or eBook Universal.com customers. YMZ reserves the right in its sole
discretion to remove any Product or other content from eBook Universal.com that
YMZ believes does not conform to this Acceptable Goods Policy.
2.3 Product Location
Each
Product shall reside on such YMZ servers as designated by YMZ. Notwithstanding
the foregoing, you acknowledge and agree that YMZ shall not at any time have any
ownership interest in, or control of, any Product, Sample or Product
Description.
2.4 Listing
YMZ will (i)
list the Products, Samples or Product Descriptions on eBook Universal.com, in
such location(s) as YMZ may in its sole discretion determine, and (ii) integrate
the Products into the relevant eBook Universal.com product search functionality.
The listing for each Product will incorporate the Product Description provided
by you, including an image of the Product, if available, its listing price, a
brief description of the Product, and any Samples. YMZ may, in its sole
discretion, charge you certain fees in connection with the listing of the
Products and/or offer optional enhancements to the listing of Products, which
you may select in exchange for a fee (collectively, the "Fees"). The Fees and
the methods of payment for Fees are described in the Schedule of Fees accessible
via http://www.ebookuniversal.com/, which schedule may be modified or amended by
YMZ at any time. YMZ reserves the right to de-list any Product for which you
have failed to pay the applicable Fees.
2.5 Security
YMZ may
give you access to measures you may, in your sole discretion, utilize to assist
you in protecting your rights in the Products. No such offering shall
constitute, or is intended to constitute, a recommendation or endorsement by YMZ
of any such security measures, or any guarantee by YMZ of the functionality,
robustness, efficacy or performance of any such security measures. You, and not
YMZ, shall be solely responsible for protecting your rights in the Products.
2.6 License
Subject
to the terms and conditions of this Agreement, you hereby grant to YMZ a
non-exclusive, non-transferable, worldwide, royalty-free license to publicly
display, publish, store, reproduce, digitally perform, modify the format (but
not the substance) of, combine with other materials, distribute, or otherwise
use the Product Descriptions, Samples, and any other content as you may provide
or approved for use in any Product listing (collectively, the "Provider
Content"), (i) to facilitate the displays on eBook Universal.com described
herein, (ii) in connection with the marketing or promotion of the Products
and/or eBook Universal.com, and (iii) as may otherwise be contemplated in this
Agreement.
2.7
Removal and Disclosure
YMZ
shall have no obligation under this Agreement to review or monitor the Product
Descriptions or Samples displayed, or the Products marketed, via eBook
Universal.com. Nonetheless, YMZ shall have the right, in its sole and reasonable
discretion, to refuse or remove any Product listing, Product Description, or
Sample, for any reason. Provider acknowledges and agrees that YMZ may provide
certain personally identifiable information of Provider (e.g., name, street
address, telephone number and email address, birthday) ("Personally Identifiable
Information") to third parties in the event that YMZ receives notice that any
Provider Content infringes or otherwise violates the patent, trademark,
copyright, privacy right, publicity right, or other proprietary right of any
third party.
2.8 Privacy Statement
Provider
consents to the collection and use of Personally Identifiable Information of
Provider as set forth in YMZ's Privacy Statement (http://www.ebookuniversal.com/).
3.
Product Sales
3.1 General
During
the term of this Agreement, JDV will receive and process orders for Products
placed via eBook Universal.com. You acknowledge and agree that you, not YMZ,
will be the selling party of record. Notwithstanding the foregoing, YMZ shall be
responsible for collecting, reporting and remitting all federal, state and local
taxes based on the sale of any Product, including any tax currently in existence
or hereafter created, imposed on YMZ solely in respect of its direct business
activities, based on any sales of your Products to eBook Universal.com
customers. You shall be responsible for collecting, reporting and remitting all
other taxes.
3.2 Shopping Cart
eBook
Universal will host and maintain on eBook Universal.com a "shopping cart" that
captures orders for Products placed by eBook Universal.com customers.
3.3 Purchase
YMZ
shall enter into and maintain arrangements with one or more third party online
payment services providers ("Payment Services Providers"), whereby such Payment
Services Providers will (i) process payments for Products marketed via eBook
Universal.com and (ii) deliver to YMZ the proceeds from the sale of Products to
eBook Universal.com customers, less any handling fees or amounts charged YMZ by
the Payment Services Providers for processing payments for Products ("Sales
Proceeds").
3.4 Fulfillment
Promptly
following receipt from a Payment Services Provider of Sales Proceeds, YMZ will
provide the relevant eBook Universal.com customer an electronic mail message
confirming the purchase, and including a link to the area of eBook Universal.com
from which the eBook Universal.com customer may download the Product purchased.
3.5 Returns and Refunds
You
acknowledge and accept YMZ's policy that all Products sales are final and that
all amounts paid by eBook Universal.com customers for Products shall be
non-refundable.
3.6 Customer Service
YMZ
shall provide a mechanism for receipt of all inquiries and complaints from eBook
Universal.com customers who have purchased any Product via eBook Universal.com
regarding the order or delivery of the Product. In the event YMZ receives any
inquiries or other communications regarding matters for which you are
responsible under this Agreement, YMZ will promptly refer such communications to
you or otherwise advise you of such communication(s), and, if applicable, the
parties will cooperate to resolve any outstanding issues. Under no circumstances
will you represent to any eBook Universal.com customer that you are an agent of
YMZ or have authority to act on behalf of YMZ.
3.7 Restrictions
In the
event YMZ discloses to you any personally identifiable information of any eBook
Universal.com customer collected by or on behalf of YMZ and maintained by or on
behalf of YMZ in accessible form (e.g. name, street address, telephone number,
e-mail address, birthday), you will not, and will not permit any other
individual or entity to, without YMZ's prior written consent, (i) market or
promote products or services of any third party to any eBook Universal.com
customer, including via direct e-mail, pop-up advertisements, advertisements or
links included within customer communications, or otherwise; (ii) sell, rent,
lease, license, assign, distribute or disclose to any third party, or permit any
third party access to, any such personally identifiable information (including
any e-mail addresses) of any eBook Universal.com customer; (iii) collect, store
or use any such personally identifiable information of any eBook Universal.com
customer in any manner inconsistent with YMZ's Privacy Statement (accessible via
http://www.ebookuniversal.com/); or (iv) use any such personally identifiable
information of any eBook Universal.com customer to contact such eBook
Universal.com customer for any reason not expressly described in this Agreement.
4. Sales
Proceeds
YMZ
shall retain a commission equal to fifty percent (50%) of the Sales Proceeds, in
consideration of the services provided by eBook Universal.com under this
Agreement. Within thirty (30) days following the end of each calendar month
during the term of this Agreement and the end of such calendar month immediately
subsequent to the date this Agreement is terminated, YMZ will remit to you the
remaining fifty percent (50%) of the Sales Proceeds from sales of Products
offered by you via eBook Universal.com for such month. Notwithstanding the
foregoing, YMZ shall have no obligation to remit to you any amounts in regard to
a Product sale in the event YMZ refunds the associated Sales Proceeds on the
grounds the transaction was fraudulent or otherwise unsatisfactory to the buyer.
5. Terms
and Termination
5.1 Terms
This
Agreement is effective until terminated by either party as provided below. You
may terminate this Agreement at any time by giving five (5) days prior written
notice to YMZ by electronic mail at cs@ebookuniversal.com. YMZ may also
terminate this Agreement for any reason by giving you notice by electronic mail
at the last address on record in your membership information. If YMZ otherwise
terminates your membership, such termination shall be deemed to be notice of
termination of this Agreement as well.
5.2 Effect of Termination
On or
before the effective date of termination of this Agreement, each party will
return to the other party any Confidential Information (as defined below) of
such other party, and YMZ shall remove from Blish.com any and all references to
the Products offered by you, including the Product Descriptions and Samples.
5.3 Survival
The
termination of this Agreement for any reason will not affect the accrued rights
of the parties or the right of either party to sue for damages arising from a
breach of this Agreement. In addition, Sections 2.5, 2.7, 2.8, 3.1, 3.7, 3.8,
5.3, 5.4, and all provisions hereafter, Sections 6 through 11, shall survive,
and remain in full force and effect, beyond the effective date of termination of
this Agreement.
6.
Ownership
As
between you and YMZ, you shall own and retain ownership of all rights, title and
interest in the Products, Samples, and Product Descriptions, including all
copyrights and other intellectual property rights therein, subject to the
licenses granted to Yasumozoni, Inc. under this Agreement (collectively,
"Provider Property"). As between you and YMZ. YMZ shall own and retain ownership
of all rights, title and interest in and to eBook Universal.com, and all content
of eBook Universal.com other than Provider Property (collectively, "YMZ
Property").
7.
Warranties
7.1 Provider
You
represent and warrant that: (i) you are at least eighteen (18) years of age and
have the right, power and authority to enter into this Agreement and to perform
your obligations hereunder; (ii) you are a resident of the United States,
Canada, Mexico, the European Union, Australia or New Zealand; (iii) your
execution and performance of this Agreement will not violate any other agreement
or obligation to which you are bound; (iv) you possess all rights necessary to
market, promote, and sell the Products worldwide, and to grant to YMZ the rights
and licenses granted by Provider under this Agreement, including having obtained
any and all necessary releases, waivers, assignments or licenses permitting your
use of any Provider Content; (v) no Product, Product Description, or Sample will
infringe or otherwise violate any patent, trademark, copyright, privacy right,
publicity right or other proprietary right of any third party; (vi) no Product,
Product Description, or Sample embodies or contains any content which is
defamatory or obscene or otherwise unlawful; (vii) no Product, Product
Description, or Sample will violate the Acceptable Goods Policy set forth in
Section 2.2 above; (viii) no Product, Product Description, or Sample will
contain any viruses or other harmful components; and (ix) you will comply with
all applicable laws and regulations in performing your obligations and
exercising your rights under this Agreement.
7.2 Disclaimer
ALL
SERVICES TO BE PERFORMED BY YMZ UNDER THIS AGREEMENT SHALL BE DELIVERED ON AN
"AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. EACH OBLIGATION
OF YMZ UNDER SECTIONS 2 AND 3 OF THIS AGREEMENT SHALL BE SUBJECT TO SCHEDULED
AND UNSCHEDULED MAINTENANCE OF eBook Universal.com AND ANY PERIODS IN WHICH
eBook Universal.com IS NOT OPERATIONAL OR ACCESSIBLE AS A DIRECT OR INDIRECT
RESULT OF ANY EVENT NOT WITHIN YMZ'S REASONABLE CONTROL. YMZ DOES NOT GUARANTEE
THAT eBook Universal.com, OR THE MARKETING OR SALES OF PRODUCTS VIA eBook
Universal.com, WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, OR THAT eBook
Universal.com OR ANY CONTENT AVAILABLE FOR DOWNLOADING BY PROVIDER VIA eBook
Universal.com WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT
YMZ PROVIDES ANY ADMINISTRATIVE TOOLS OR OTHER ITEMS NOT EXPRESSLY MENTIONED IN
THIS AGREEMENT FOR USE BY PROVIDER, SUCH TOOLS ARE PROVIDED ON AN "AS IS" AND
"AS AVAILABLE" BASIS FOR PROVIDER'S CONVENIENCE ONLY, AND YMZ MAKES NO WARRANTY
OF ANY KIND REGARDING THE EFFECTIVENESS OR AVAILABILITY OF SUCH TOOLS. YMZ MAKES
NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THIS
AGREEMENT, OR ITS PERFORMANCE HEREUNDER, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY
IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
PERFORMANCE.
8.
Limitation of Liability
IN NO
EVENT WILL YMZ, ITS AFFILIATES OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF YMZ OR ITS AFFILIATES BE LIABLE FOR
ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER
(INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE,
BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS), IN CONNECTION WITH
THIS AGREEMENT, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY,
INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY
EVENT, YMZ'S TOTAL MAXIMUM LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE
USE OR EXPLOITATION OF ALL OR ANY PART OF BLISH.COM OR THE PROVIDER CONTENT OR
PRODUCTS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE SALES PROCEEDS
COLLECTED BY YMZWITH RESPECT TO THE PRODUCTS AND RELATED PROVIDER CONTENT THAT
ARE THE SUBJECT MATTER OF THE CLAIM DURING THE YEAR PRECEDING THE CLAIM, BUT IN
ANY EVENT WILL NOT EXCEED FIVE HUNDRED ($500.00) UNITED STATES DOLLARS. THIS
LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY PROVIDED HEREIN.
9.
Indemnification
You
shall indemnify, defend and hold YMZ, its affiliates and each of the officers,
directors, employees, agents and representatives of YMZ and its affiliates (the
"YMZ Indemnitees") harmless from any and all actions, claims, damages, expenses
and liabilities of any nature whatsoever (including reasonable attorneys' fees
and other legal costs) incurred or suffered by any such YMZ Indemnitees arising
out of, or in connection with, any third party claim, demand or cause of action
(each a "Claim") based upon or arising out of (i) any breach of this Agreement
by you; (ii) your gross negligence or willful misconduct; (iii) any unpaid taxes
for which you are responsible under this Agreement; (iv) infringement or other
violation by any Product, Product Description, or Sample of a third party's
privacy rights, publicity rights or other proprietary rights; (v) any Product,
including any defect thereof; or (vi) any use of any Product or Sample. YMZ
reserves the right, at your expense, to assume the exclusive defense and control
of any Claim, and in such case, you agree to cooperate with YMZ's defense of
such Claim. If YMZ does not exercise its right to assume the exclusive defense
and control of a Claim, you shall not enter into any settlement agreement that
adversely affects YMZ without YMZ's prior written consent.
10.
General Terms
10.1 Notices
If you
are required or permitted to give notice to YMZunder this Agreement, the notice
shall be deemed duly given only when in writing, signed on behalf of the person
giving the same, and either (i) sent by registered or certified mail, return
receipt requested, postage prepaid, or (ii) sent by nationally recognized
express courier, to the following address: Yasumozoni, Inc. Online, Inc., P.O.
Box 1482 Aberdeen, Washington 98520-0257---Attention: Director of Operations,
eBook Universal.com. Alternatively, you may provide notice electronically by
sending correspondence to cs@eBook Universal.com. Notices required or permitted
by YMZ shall be deemed duly given when delivered by electronic mail to the last
address contained in your membership information.
10.2 Binding Provisions/Third Party
Beneficiaries
This
Agreement is binding upon, and shall inure to the benefit of, the parties and
their respective administrators, legal representatives, successors, and
permitted assigns. The parties agree that no provision of this Agreement is
intended, expressly or by implication, to purport to confer a benefit or right
of action upon a third party (whether or not in existence, and whether or not
named, as of the date you agree to these terms).
10.3 Relationship
Nothing
in this Agreement shall constitute or be deemed to establish a partnership,
joint venture, association, agency or employment relationship between the
parties, and neither party shall have the authority or power to bind the other
party, or to contract in the name of the other party, in any manner or for any
purpose.
10.4 Force Majeure
If the
performance of YMZ is prevented, hindered, delayed or otherwise made
impracticable by reason of any cause beyond YMZ's reasonable control (each, a
"Force Majeure Event"), YMZ shall be excused from such performance to the extent
that it is prevented, hindered or delayed by such Force Majeure Event.
10.5 Remedies Not Exclusive
No
remedy conferred by any provision of this Agreement is intended to be exclusive
of any other remedy, except as expressly provided in this Agreement, and each
and every remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing in law or in equity or by
statute or otherwise.
10.6 Miscellaneous
This
Agreement will be governed by the laws of the State of Washington without regard
to conflicts of laws principles, and you agree to the jurisdiction of the courts
therein. This Agreement supersedes any and all prior agreements between the
parties hereto, and constitutes the entire agreement between you and YMZ, with
respect to the subject matter hereof. No modification or amendment of this
Agreement, or any waiver of rights under this Agreement, will be effective
unless set forth in a writing signed by both parties. If one or more of the
provisions of this Agreement is deemed invalid, unlawful, or unenforceable by
law, then the remaining provisions will continue in full force and effect. All
rights granted to YMZ and eBook Universal.com under this Agreement shall extend
also to YMZ's assignees and successors in interest. You may not assign or
transfer any rights or obligations under this Agreement without the prior
written consent of YMZ.
10.7 Headings, Plurals, and "Including"
References
to sections are to sections of this Agreement, unless otherwise indicated.
Section headings are inserted for convenience of reference only and shall not
affect the construction of this Agreement. The singular number shall include the
plural, and vice versa. Any use of the word "including" will be interpreted to
mean "including, but not limited to," unless otherwise indicated.
11.
Acknowledgment
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN
OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN
CONSIDERATION OF Yasumozoni, Inc. AGREEING TO PROVIDE A MEANS FOR THE SALE OF
YOUR PRODUCT(S) VIA eBook Universal.com, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT. BY CLICKING "I AGREE", YOU HEREBY AGREE TO BE
BOUND BY THE TERMS OF THIS AGREEMENT.
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