Acceptance of Terms
By using the RePubIT Service in any way, you indicate your acceptance to be bound by the Agreement. If you are using the RePubIT Service on behalf of a company or other legal entity (“Organization”), then you represent and warrant that you are an authorized representative of the Organization with the authority to bind such Organization to the Agreement. In addition, if you are using the RePubIT Service as an approved Value Added Reseller Organization, then you further agree that the Agreement is binding upon all persons or Organizations using the RePubIT Service through your account.
As used herein, the term “RePubIT Service” shall mean any intellectual property, products or services that RePub Interactive Technologies, LLC. (“RePubIT”) provides to you, including but not limited to, digital editions, epub, scanning, digitization, data entry services, mobile applications, email deployment, animations, analytics, hosting, design services, web development, customer service, consulting service, licenses, system availability, or any other related software, technology, or service. RePubIT may utilize selected third-party subcontractor partners of RePubIT to provide any portion of the RePubIT Service. RePubIT may, at any time, change or discontinue any non-material aspect or feature of the RePubIT Service. RePubIT may also impose limits on certain features and services or restrict your access to parts or all of the RePubIT Service without notice or liability. You acknowledge that RePubIT may automatically issue upgraded versions of the software and systems comprising the RePubIT Service and, accordingly, may upgrade the version of the RePubIT Service that you are using without prior notice.
The RePubIT service includes certain digital edition service level options described in more detail in the RePubIT Solutions descriptions. RePubIT reserves the right to modify the scope of its digital edition service levels upon reasonable notice to you. RePubIT is not responsible for errors that might occur in the data entry process. Notwithstanding, RePubIT will make all reasonable efforts to correct within a reasonable amount of time any data entry mistakes you bring to its attention.
Registration and Security
When using the RePubIT Service, you may be required to create an account (publisher account, email account, and/or admin account) by registering and providing certain business and contact information. You are responsible for providing accurate registration information and for updating your account information as required. RePubIT reserves the right to change or revoke your username or password, as it deems necessary. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You may be liable for the losses incurred by RePubIT or others due to any unauthorized use of your RePubIT account.
You may only use the RePubIT Service for lawful purposes and in accordance with the Agreement and/or any standards or requirements established by RePubIT. You may not restrict or inhibit any other person from using or enjoying the RePubIT Service. You will not use the RePubIT Service in jurisdictions where prohibited by applicable law. Except as expressly authorized by RePubIT, you agree not to use or launch any automated system, including without limitation “robots,” “spiders,” and “offline readers,” that accesses the RePubIT Service in a manner that sends more request messages to the RePubIT Service in a given period of time than a human can reasonably produce in the same period by using a conventional web browser or otherwise use the RePubIT Service to collect or harvest any personally identifiable information or any data regarding activities on or usage of the RePubIT Site. RePubIT reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the RePubIT Service, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
As used herein, the term “Content” shall include any content or information that you provide to RePubIT, whether orally, in writing, or electronically, including but not limited to, any content or information contained within text files, PDFs, JPEGs, PNGs, GIFs, HTML, design files, email or email lists, or any other documents or files submitted to RePubIT. You represent and warrant that you have the right, title, and interest to any and all Content that you provide to RePubIT and that your Content does not infringe any third party’s intellectual property rights. It is RePubIT’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millenium Copyright Act. RePubIT shall have the right to remove any Content that it, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable or in breach of your obligations.
You agree not to use the RePubIT Service to provide Content to RePubIT that (1) RePubIT could use or recognize as personally identifiable information; (2) permanently identifies a particular device; (3) facilitates the merging of personally identifiable information with information previously collected as non-personally identifiable information without robust notice of, and the user’s prior affirmative (i.e., opt-in) consent to, that merger; or (4) is covered by the Health Insurance Portability and Accountability Act (HIPAA). You further agree to notify RePubIT in writing if you intend on providing Content to RePubIT that is covered by the Children’s Online Privacy Protection Act (COPPA).
RePubIT is a distributor (and not a publisher) of any Content provided by you or any other users of the RePubIT Service. RePubIT has no editorial control over the Content (provided by you or others). Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including those made in any Content (provided by you or others) offered through the RePubIT Service, are those of the respective author(s) or publisher(s) and not of RePubIT. Neither RePubIT nor any third-party provider of information guarantees the accuracy, timely availability, completeness, or usefulness of any Content (provided by you or others) made available to readers through the RePubIT Service. Under no circumstance will RePubIT be liable to you for any loss or damage caused by the reliance on any information obtained from the Content (provided by you or others) or otherwise through the RePubIT Service. The RePubIT Service may contain links to other Internet sites and third-party resources. RePubIT is not responsible for either the availability of these outside resources or their content.
Fulfillment and Subscriptions
While the RePubIT Service does include limited fulfillment and subscription services, RePubIT is not responsible for any fulfillment obligations or subscriptions associated with the Content. The person or Organization responsible for uploading and providing the Content through the RePubIT Service is fully responsible for all payments, refunds or questions associated with fulfillment or subscriptions. To the extent the RePubIT Service has failed to provide appropriate access to content, RePubIT will make all reasonable efforts to correct the failure within a reasonable amount of time.
RePubIT Intellectual Property
The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, names, marks, and all other elements of the RePubIT Service provided by RePubIT (collectively the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Content provided by you and other users of the RePubIT Service, all Materials contained on the RePubIT Service are the property of RePubIT or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names, including but not limited to RePubIT, Lily, LaunchPad, LilyPad Pro, CoverStand, Thermostats, and Media Deck, are proprietary to RePubIT or its affiliates and/or third-party licensors. Except as expressly authorized by RePubIT, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, decipher, decompile, disassemble, reverse engineer, or otherwise make unauthorized use of the Materials.
Storage and Hosting
When you pay for Content to be put on the RePubIT Service, RePubIT will store and host the digital edition of your Content as reflected below for a period of three years from the date of upload. Storage involves maintaining copies of your Content and any system generated versions of your Content on RePubIT’s servers and backup servers. Hosting involves the delivery of your Content to readers over the internet. RePubIT does not provide a service level agreement or guarantee any certain hosting or availability uptime.
Your price includes storage of your Content for three years. After three years, RePubIT will provide continued storage of your Content for an additional archiving fee of $0.10 per page per year.
For our most basic level Standard Feature service, your price includes hosting of up to 100,000 page views (cumulative of all past and current Content associated with the publication) per your publishing frequency for the Content. For all other higher levels of service, your price includes hosting of up to 150,000 page views (cumulative of all past and current Content associated with the publication) per your publishing frequency for the Content. If you exceed these page views, RePubIT will charge you an additional overage fee of $0.50 per 1,000 page views. For purposes of determining overage fees, a page view occurs when a user is presented with a view of a page on any platform supported by RePubIT (browser or native app). Please note that a spread view contains two page views.
If you have executed a RePubIT Digital Publishing Agreement, its terms may specify different or additional hosting and/or overage fees than those set forth above.
By submitting a Mobile Application Form (“App Form”) to RePubIT, you authorize RePubIT to submit a mobile application (“App”) on your behalf to the selected App Markets as indicated on your App Form. You further agree to be bound by the Agreement and any and all terms and fees contained within the App Form. RePubIT requires that you secure your own developer accounts for the processing of your App. When using your developer account, you agree to provide RePubIT with all information and credentials necessary for RePubIT to develop and submit an App as an authorized developer for your developer account.
RePubIT does not guarantee that your App will be approved and is not responsible for any applications that are denied for offensive or inappropriate content or for any other reason unrelated to the design or coding of the App itself. You agree to comply with all App content restrictions or requirements as set forth by the selected App Markets. You further agree to refrain from any action or conduct that could jeopardize RePubIT’s developer relationship with the App Markets. RePubIT shall have the right to discontinue processing or hosting your App if it believes that you are engaging in conduct that could jeopardize any of its developer relationships.
From time to time, you might request custom services from RePubIT. Custom services may include consulting, design, web development, software development, or any other services requested outside of RePubIT’s standard documented services or any Agreements. RePubIT does not guarantee that it can or will agree to perform any requested custom services on your behalf. To the extent RePubIT agrees to perform custom services, you will be required to execute a RePubIT Custom Solutions Agreement. RePubIT’s Custom Solutions Agreement will include a statement of work and a fee that will cover the agreed upon deliverable (the “Work Product”). RePubIT will use its good faith, commercially-reasonable efforts to perform the custom services in a timely and professional manner. Changes to the statement of work and/or deliverable may result in additional fees and costs and may alter the time period in which RePubIT can provide the Work Product. RePubIT’s Custom Solutions Agreement will include a specified amount of administrative time set aside to engage in meetings and discussions about the custom services project. If you require additional administrative time during the project, you will be billed at an agreed upon hourly rate, as identified in the Custom Solutions Agreement, in 30 minute increments.
Subject to payment pursuant to the Custom Solutions Agreement, for all software programs or products that constitute or include derivative works, customizations or enhancements by RePubIT of existing software or applications that are part of the RePubIT Service or Materials, RePubIT retains all ownership rights in the Work Product unless otherwise agreed to in the Custom Solutions Agreement. You shall only be entitled to use the Work Product pursuant to the Agreement as part of the RePubIT Service.
By electing to use RePubIT’s email services, you understand and acknowledge that the primary purpose of RePubIT’s email system is to send digital edition notifications to readers who have asked or otherwise indicated their desire to receive your Content. You further understand and acknowledge that it is in the best interest of you and other RePubIT clients to maintain the highest possible reputation of the IP being used to send out your emails. You agree to upload and use only confirmed, opted-in email lists. Your lists must be cleaned to remove any bad email addresses and must not be more than six months old to avoid outdated or abandoned email addresses. You specifically agree that you will not use RePubIT’s email services to send spam (unsolicited bulk emails) or to otherwise send unsolicited email to anyone with whom you have no relationship. You agree that you will not incorporate into any lists, emails or uploads to the RePubIT system any social security numbers, passwords, security credentials, sensitive personal information, or any misleading or incorrect information, including but not limited to names, addresses, email addresses, or subject lines. You agree that you will not upload or use any list that has been purchased, rented, or otherwise obtained from a third party. You further agree not to use a RePubIT generated link in any email campaigns (notwithstanding the email service provider) that do not comply with the requirements set forth herein. RePubIT reserves the right to immediately remove your email privileges if you violate any of these requirements or otherwise engage in conduct that jeopardizes the reputation of RePubIT’s IP or email services.
User and Reader Information
RePubIT gathers and records data and information on you, your account, your Content, the RePubIT Services you select, and the activities of readers (collectively “User and Reader Information”). To the extent made available to you by RePubIT, you may use without restriction all User and Reader Information associated with your account, subject to applicable laws and regulations.
Payment for RePubIT Services
RePubIT requires payment to be made by you electronically prior to the performance of the RePubIT Service. To the extent agreed to in advance by RePubIT, RePubIT may invoice you for any or all of the RePubIT Service.
If you have executed a RePubIT Digital Publishing Agreement, you are obligated to pay the total contract price pursuant to the payment terms set forth therein. If you do not provide Content to RePubIT or otherwise use the RePubIT Service, you understand that you remain obligated to make all payments set forth in the RePubIT Digital Publishing Agreement. During the term of the RePubIT Digital Publishing Agreement, if you submit to RePubIT more than 105% of the Content identified therein, RePubIT reserves the right to bill you for the additional services. Unused services do not survive the term of the RePubIT Digital Publishing Agreement.
All amounts due to RePubIT are exclusive of local, state, federal and international sales, value added, excise, and other taxes and duties of any kind. You agree to pay any and all taxes and duties arising out of or in connection with the RePubIT Service, other than taxes levied or imposed based upon RePubIT’s net income. Any payment not made when due shall accrue interest in the amount of 1.5% per month or the highest amount allowable by law, whichever is lower, such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. Late payment shall entitle RePubIT to discontinue all or any component of the RePubIT Service.
You agree to indemnify and hold RePubIT, its affiliated companies, contractors, employees, agents, directors, and shareholders and its third-party suppliers, licensors, and partners, harmless from and against any and all liability, claims, penalties, damages, injuries, costs, attorney’s fees or other expenses of any nature whatsoever paid or incurred in connection with claims by any person (including claims of copyright, trademark, or patent infringement, as well as trade secret misappropriation) directly or indirectly arising from or relating to your use or misuse of the RePubIT Service, any violation by you of the Agreement, or any breach of the representations, warranties, and covenants made by you herein. RePubIT reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify RePubIT, and you agree to cooperate with RePubIT’s defense of these claims. Upon notice of any impending claim, action or proceeding, RePubIT will use reasonable efforts to notify you of any indemnification obligation.
Use of Content and User and Reader Information
You own the rights to the Content you provide to RePubIT. RePubIT will never sell your Content. However, by providing Content to RePubIT, you grant RePubIT a limited, non-exclusive license to use the Content in connection with the RePubIT Service. Except where necessary to provide the RePubIT Service, RePubIT will not license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, decipher, decompile, disassemble, reverse engineer, or otherwise make unauthorized use of the Content.
RePubIT will not sell the User and Reader Information associated with your account. RePubIT will not disclose the User and Reader Information associated with your account in an identifiable form to any third party without your consent. However, RePubIT reserves the right to use the User and Reader Information in an aggregated and non-identifiable form for purposes of digital interaction studies and reports. This aggregated and non-identifiable information may be made available to the public or otherwise used by RePubIT in providing consulting services. RePubIT further reserves the right to use the User and Reader Information internally for purposes of identifying breaches of the Terms, diagnosing problems, or improving and developing the RePubIT Service, such as the decision to introduce new products, services or features.
Disclaimer of Warranty
THE REPUBIT SERVICE IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, NONINTERFERENCE, ACCURACY OF DATA, ACCURACY OF TRANSLATION, AVAILABILITY, TIMING, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER REPUBIT NOR ITS AFFILIATES, LICENSORS, OR AGENTS WARRANT THAT THE REPUBIT SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE REPUBIT SERVICE, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR GOODS PROVIDED IN CONNECTION WITH THE REPUBIT SERVICE.
Limitation of Liability
IN NO EVENT WILL REPUBIT OR ITS AFFILIATES, LICENSORS, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, AND CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOST PROFITS) OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE REPUBIT SERVICE. YOU ACKNOWLEDGE THAT (I) THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE REPUBIT SERVICE; AND (II) REPUBIT IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES INCLUDING REPUBIT LICENSORS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Nothing in the Agreement between you and RePubIT will be deemed to place you and RePubIT in the relationship of employer‑employee, principal‑agent, or partners or joint ventures. Neither you nor RePubIT will under any circumstances be liable for the other’s withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and other similar taxes or charges.
RePubIT has the right, but not the obligation, to monitor the RePubIT Service to (i) determine compliance with the Agreement and/or any standards or requirements established by RePubIT; and (ii) satisfy any law, regulation or authorized government request.
The invalidity or unenforceability of a particular provision of the Terms will not affect the other provisions hereof, and the Terms will be construed in all respects as if such invalid or unenforceable provisions were omitted.
Applicable Law and Binding Effect
The Terms and Agreements executed in connection with your receipt of the RePubIT Service will be governed by and interpreted under the laws of the State of Florida, and will inure to the benefit of and be binding upon the parties hereto and their heirs, personal representatives, successors and assigns. If any action, suit or proceeding is instituted as a result of any matter or thing affecting this Agreement, the parties hereby designate Orange County, Florida, as the proper jurisdiction and the venue in which same is to be instituted.
Attorneys’ Fees and Costs
In the event of litigation arising under the Agreement or the RePubIT Service, the prevailing party will recover from the non-prevailing party, in addition to available remedies at law, all reasonable court costs and reasonable attorney’s fees (including charges attributable to law clerks and paralegals) incurred in any such action.