NetRead: JacketCaster

The following are the general terms of the contract:

You agree to pay the contracted price.
You warrant that you are the owner of the copyrights of the books involved, or you have permission from the copyright owners to enter into the contract.
You will provide the book information.
You will control to whom it is sent, and when.
We can use your book information for demonstration purposes, and we can list you as a customer.
You can change your book information at any time.
Each party limits its liability to the other for damages.
Each party indicates it will maintain the other party's information in confidence.
You may not assign the contract to another party without written permission.
We provide reasonable customer support. We do not provide free training.

The following is the specific language of the contract:

NetRead Terms of Service

Welcome to NetRead.  This agreement sets forth the terms of your use of NetRead's JacketCaster System ("JacketCaster") and EBookCaster System ("EBookCaster").  These terms also apply to your use of the NetRead website, located at www.NetRead.com (the "Website").  JacketCaster and EBookCaster (which we collectively refer to as the "Services") are online tools, operated entirely through the Website, for publishers, distributors, and other publishing industry professionals to send complete, current book information to - and maintain that information with - all wholesalers and online retailers, as well as in their own web and print catalogs.

The Services and the Website are operated by NetRead Software and Services LLC, a California limited liability company ("we," "us," or "NetRead").  By using the Website, you agree to be bound by these Terms of Service (this "Agreement").  In addition, if you wish to sign up for JacketCaster or EBookCaster, you must read this Agreement and indicate your acceptance of its terms by following the instructions in the ["Sign Up"] page, and checking the box labeled ["I agree to NetRead�s Terms of Service."]

This Agreement sets out the legally binding terms of your use of the Website (whether or not you sign up for one the Services) and your use of the Services, if any, and may be modified by us at any time without prior notice.  All such modifications will be effective upon posting on the Website.  Any use by you of the Website or the Services after the posting of any such modification will constitute your agreement to that modification.  The terms of our Privacy Policy [Insert link], and any notices regarding the Website or the Services sent to you or posted on the Website are incorporated into and made part of this Agreement.  Links to copies of each of these policies and notices can be found on the NetRead Home Page [Insert link].

Terms of Our Agreement

1.	Eligibility.  You must be eighteen years of age or over to use the Website and sign up for the Services.  Use of the Website or the Services are void where prohibited.  By agreeing to these terms or by using the Website or the Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.

2.	Term and Termination.
(a)	This Agreement will remain in full force and effect while you use the Website or any Service.  You may terminate this Agreement at any time, for any reason by following the instructions on the ["Cancel Account"] page [Insert link].  We may terminate this Agreement, including your use of the Website or any Service, at any time and for any reason.
(b)	If you have signed up to use one of the Services, and we terminate your use of the Website or Services because you have breached this Agreement, or if you terminate this Agreement for any reason, you will not be entitled to any refund of unused subscription fees.

(c)	Please note that, even after this Agreement is terminated, certain sections of this Agreement will remain in effect.  See Section 9 below [Insert link] for a list of the provisions of this Agreement that will survive its termination.
3.	Services and Fees.
(a)	If you have signed up for one of the Services, you will be permitted access to the Service through the Website during the term of this Agreement to perform the applicable catalog data distribution services that are offered as part of that Service from time to time.  Please note, however, that we may add features to or remove features from any of the Services at our sole discretion, at any time, and without prior notice.  You can always find an updated list of the current features offered as part of JacketCaster and EBookCaster here [Insert link].
(b)	If you encounter problems with the Website or any Service, you can find our customer support page here [Insert link].  However, although we will always use good faith efforts to attempt to find a solution to any problem you encounter with the Website or the Services, WE DO NOT WARRANT OR GUARANTEE THE PERFORMANCE OF THE WEBSITE OR ANY SERVICE, AND WE DO NOT PROVIDE TRAINING FOR THE USE OF THE SERVICES.  See Section 6 below for more information on warranties.
(c)	When you sign up for one of the Services, you agree to pay, using a valid payment card that we accept, all annual subscription charges, as well as all other applicable fees and charges, including applicable taxes, for the applicable Service.  You are solely responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by us (including costs and related expenses) that are related to, caused by, or arise out of the establishment of your account on the Website or your subscription to any Service.
(d)	Subscriptions to the Services renew automatically at the end of the applicable subscription period, and will be renewed at the rates generally offered for the Services as of the time of renewal.  You can find the pricing offered at any given time here [Insert link].  As explained below, we will automatically charge your payment card for an auto-renewing subscription unless you cancel your subscription prior to the renewal date.  You can cancel your subscription by logging on to the Website, going to the ["My Account"] page, and selecting ["cancel subscription"] under the applicable Service.
(e)	We will send you a reminder about the renewal of each Service, which will contain your current subscription rate for the Service and the applicable subscription renewal rate, to the email address provided in your account before your payment card is charged.  Unless you take action to cancel your auto-renewing subscription to a Service, we will automatically charge your payment card listed in your account to renew your subscription to the applicable Service on the renewal date.  In the event that we cannot charge the payment card listed in your account, we reserve the right to terminate your access to the applicable Service immediately and without notice to you.
(f)	In addition to the charges set forth above, you are responsible for all charges associated with connecting to the Website and the Services, including without limitation all telephone access lines (including long-distance charges, when applicable), telephone and computer equipment, and any service fees necessary to access the Website or the Services.
(g)	For purposes of identification and billing, you agree to provide NetRead with accurate, complete, and updated information required when subscribing to a Service on the Website (collectively, "Registration Data").  Registration Data may include your name, address, telephone number(s), email address and applicable payment card data (e.g., payment card number and expiration date).  You may check your ["My Account"] page to determine whether your Registration Data is current and accurate.  You may update your Registration Data at any time through the ["My Account"] page.  If you fail to provide or falsify any Registration Data, we may, in our sole discretion, immediately suspend or terminate of your right to use the Website or any of the Services.
(h)	You agree to promptly update your Registration Data on your ["My Account"] page if you know of or suspect unauthorized use of the Website or any Service through your account, or in the event of any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or payment card information.  In the event of a breach of security on your part, you will remain liable for any unauthorized use of your subscription until you update your Registration Data.  If your payment card expires, is canceled, is lost or is subject to use without your authorization, or if the Website or any Service is used through your account without your authorization, you must immediately go to the ["My Account"] page to update your Registration Data.
(i)	The password associated with your account on the Website and your subscriptions to Services is for your individual use only.  You are solely responsible for maintaining the confidentiality of any password you use to access the Website or subscribe to any Service.  You agree that we will have no obligations with regard thereto.
4.	Use of the Services.
(a)	You are solely responsible for providing and uploading all text, links, photos, graphics, audio, video, or other data or information (collectively, "Catalog Data") to the applicable Service through the Website as and when desired for storage on or transmission through the Service.
(b)	You will be solely responsible for any required modifications to any Catalog Data while using the Services.
(c)	You may only use the Website and the Services in a manner consistent with all applicable laws and regulations.
(d)	Notwithstanding the provisions of Section 3(a) or this Section 4, we have the right, but we are not obligated, to refuse to accept or deliver any Catalog Data which we, in our sole and absolute discretion, consider potentially obscene, indecent, offensive, defamatory, unlawful infringing of third-party Intellectual Property Rights (as defined below), third-party contractual rights, or otherwise objectionable or unsuitable for distribution through the Services.
5.	Intellectual Property Ownership; License.
(a)	As between you and NetRead, you retain all right, title, and interest in and to all of the Catalog Data, including all Intellectual Property Rights (as defined below) in the Catalog Data.
(b)	As between you and NetRead, NetRead retains all right, title, and interest in and to the Website and the Services, including all code, interface content, trademarks, copyrights, patent rights and other Intellectual Property Rights therein.
(c)	For purposes of this Agreement, "Intellectual Property Rights" shall mean all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefor.
(d)	Subject to the foregoing limitations, we hereby grant to you a limited, non-exclusive, non-transferrable, and non-sublicensable right and license, during the term of this Agreement, to use the Website and those Services for which you have a current, valid subscription solely for the purpose of transmitting Catalog Data to us, editing Catalog Data while on the Services, generation of reports, and other required actions to facilitate the use and operation of the Services, and solely to the extent permitted in this Agreement.
(e)	You shall not, and you shall not allow any third party to:
(i)	directly or indirectly access, launch and/or activate any Service through or from, or otherwise incorporate any Service in, any software application, website or other means;
(ii)	transfer, sell, lease, syndicate, sub-syndicate, lend, co-brand, or use for timesharing, service bureau or other unauthorized purposes any Service or access thereto;
(iii)	modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website or any Service or any other of our technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, or documentation; or
(iv)	create or attempt to create a substitute or similar service or product through use of or access to the Website, any Service, or our Confidential Information.
(f)	We may terminate this Agreement, or the provision of any Service, including without limitation access to the Website, immediately upon written notice if you breach any term of subsection (e) above.
(g)	Except to the limited extent expressly provided in this Agreement, we do not grant, and you shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any of our Confidential Information or Intellectual Property Rights, or any other rights in or to any of our property.
(h)	You hereby grant to NetRead a non-exclusive, royalty free, non-transferable, perpetual, worldwide right and license to use, reproduce, and publicly display in all media your name (if applicable) and reasonable samples of all Catalog Data prepared or distributed through any Service solely as a part of our portfolio or demonstration materials in connection with our marketing and promotional activities.
6.	Warranties; Limitation of Liability.
(a)	By signing up for any Service, you hereby specifically represent and warrant to us that, in relation to any and all ISBNs that are included as part of the Catalog Data, at all times during which such Catalog Data is distributed pursuant to the terms of this Agreement, either:  (i) you own and shall own the U.S. copyright to any book included in or described by the Catalog Data, or (ii) you have or shall have the permission of the owner of such copyright to enter into this Agreement and distribute the Catalog Data hereunder.
(b)	We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Catalog Data.  We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, or software on account of technical problems or traffic congestion on the Internet or at any website or combination thereof.  We are not responsible for any injury or damage to any computer equipment belonging to any user of the Website or any Service or any other person related to or resulting from use of the Website or any Service, viewing or downloading any materials on or from the Website, or otherwise in any way in connection with the Services.  No advice or information, whether oral or written, obtained by you from us, or from or through the Website or any Service shall create any warranty not expressly stated herein.
(c)	THE WEBSITE, ALL SERVICES, AND ALL CATALOG DATA UPLOADED TO, STORED ON, OR TRANSMITTED THROUGH THE WEBSITE OR ANY SERVICE, ARE PROVIDED, AND CLIENT ACCEPTS EACH OF THEM, "AS IS" WITHOUT ANY OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE, ACCURACY, OR COMPLETENESS THEREOF.
(d)	TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETREAD HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NETREAD SPECIFICALLY DISCLAIMS ANY WARRANTY (I) THAT DEFECTS IN THE WEBSITE OR ANY SERVICE WILL BE CORRECTED, (II) THAT THE SECURITY METHODS EMPLOYED BY US ARE OR WILL BE SUFFICIENT, OR (III) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY OF THE CATALOG DATA TRANSMITTED THROUGH ANY SERVICE.  THE ENTIRE RISK ARISING OUT OF USE BY YOU OF THE WEBSITE OR ANY SERVICE FOR DISTRIBUTION OF CATALOG DATA REMAINS WITH YOU.
(e)	NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS), IN ANY ACTION RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
(f)	NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES, COSTS, LOSSES OR EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNT PAID BY YOU TO US IN RESPECT OF THE CURRENT, ONGOING TERMS OF ANY SUBSCRIPTIONS FOR SERVICES AT THE TIME OF ANY ALLEGED DEFAULT BY US.
7.	Indemnification; Fees and Costs.
(a)	You hereby agree to defend, indemnify, and hold NetRread, our subsidiaries, affiliates, officers, agents, employees, and corporate or other partners (collectively, the "Indemnified Party") harmless from all liabilities, damages, losses, and expenses (including without limitation reasonable attorney�s fees and court costs) owed to any third party arising out of any demand, action, claim, or suit by any such third party resulting from: (i) the uncured breach by you of any of your covenants, obligations, representations or warranties under this Agreement; or (ii) the infringement of any Intellectual Property Rights by the Catalog Data or any other property or materials provided to us by you.  Notwithstanding the foregoing, no Indemnified Party waives any rights to seek injunctive or equitable relief against you.  The rights and remedies granted to us hereunder are cumulative.
(b)	If either you or we bring an action against the other party, the prevailing party in such action shall be entitled to recover its costs and expenses incurred in connection with such action and all appeals thereof (including without limitation attorney�s fees and court costs).
8.	Disputes.  If there is any dispute between you and us about or involving the Website or any Service, by using the Website or the applicable Service, you agree that the dispute will be governed by the laws of the State of Washington without regard to its conflicts of laws provisions.  You agree to personal jurisdiction under and venue in the state and federal courts located in Seattle, Washington for the resolution of any such dispute .
9.	Survival of Certain Provisions.  Although this Agreement may be terminated by you or us at any time and for any reason, the terms of the following sections of this Agreement will survive any such termination, and you and we will continue to be bound by such terms indefinitely:  Section 5 (Intellectual Property Ownership; License), Section 6 (Warranties; Limitation of Liability), Section 7 (Indemnification; Fees and Costs), Section 8(Disputes), Section 9 (Survival of Certain Provisions), Section 11 (Responsibility for Agreement), and Section 12 (Other).
10.	No Agency.  There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and us or between us and any other user of the Website.
11.	Responsibility for Agreement.  You agree not to assign, transfer or sublicense your right to use the Website or your rights as a subscriber to any Service. You agree to be financially responsible for all usage or activity on your account.
12.	Other.  You will be deemed to have accepted the terms of this Agreement upon use of the Website or subscription to any Service.  This Agreement, together with our Privacy Policy [Insert link], and any notices regarding the Website or any Service sent to you or posted on the Website, which are incorporated herein by this reference, contains the entire agreement between you and us regarding the use of the Website or the Services.  Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  If any provision of this Agreement is held invalid or unlawful, the remainder of this Agreement shall continue in full force and effect.  The section titles in this Agreement are for convenience only and have no legal or contractual effect.