Acceptance of Terms

By using the Flip Page Publishing Ltd. Service in any way, you indicate your acceptance to be bound by the Agreement. If you are using the Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service as an approved Value Added Reseller Organization, then you further agree that the Agreement is binding upon all persons or Organizations using the Flip Page Publishing Ltd. Service through your account.

Flip Page Publishing Ltd. Service

As used herein, the term “Flip Page Publishing Ltd. Service” shall mean any intellectual property, products or services that Flip Page Publishing Ltd., Inc. (“Flip Page Publishing Ltd.”) provides to you, including but not limited to, digital editions, 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. Flip Page Publishing Ltd. may utilize selected third-party subcontractor partners of Flip Page Publishing Ltd. to provide any portion of the Flip Page Publishing Ltd. Service. Flip Page Publishing Ltd. may, at any time, change or discontinue any non-material aspect or feature of the Flip Page Publishing Ltd. Service. Flip Page Publishing Ltd. may also impose limits on certain features and services or restrict your access to parts or all of the Flip Page Publishing Ltd. Service without notice or liability. You acknowledge that Flip Page Publishing Ltd. may automatically issue upgraded versions of the software and systems comprising the Flip Page Publishing Ltd. Service and, accordingly, may upgrade the version of the Flip Page Publishing Ltd. Service that you are using without prior notice.

The Flip Page Publishing Ltd. service includes certain digital edition service level options. Flip Page Publishing Ltd. reserves the right to modify the scope of its digital edition service levels upon reasonable notice to you. Flip Page Publishing Ltd. is not responsible for errors that might occur in the data entry process. Notwithstanding, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. 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. Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. or others due to any unauthorized use of your Flip Page Publishing Ltd. account.

User Responsibilities

You may only use the Flip Page Publishing Ltd. Service for lawful purposes and in accordance with the Agreement and/or any standards or requirements established by Flip Page Publishing Ltd.. You may not restrict or inhibit any other person from using or enjoying the Flip Page Publishing Ltd. Service. You will not use the Flip Page Publishing Ltd. Service in jurisdictions where prohibited by applicable law. Except as expressly authorized by Flip Page Publishing Ltd., you agree not to use or launch any automated system, including without limitation “robots,” “spiders,” and “offline readers,” that accesses the Flip Page Publishing Ltd. Service in a manner that sends more request messages to the Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service to collect or harvest any personally identifiable information or any data regarding activities on or usage of the Flip Page Publishing Ltd. Site. Flip Page Publishing Ltd. reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Flip Page Publishing Ltd. Service, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.

Content

As used herein, the term “Content” shall include any content or information that you provide to Flip Page Publishing Ltd., 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 Flip Page Publishing Ltd.. You represent and warrant that you have the right, title, and interest to any and all Content that you provide to Flip Page Publishing Ltd. and that your Content does not infringe any third party’s intellectual property rights. Flip Page Publishing Ltd. 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.

Flip Page Publishing Ltd. is a distributor (and not a publisher) of any Content provided by you or any other users of the Flip Page Publishing Ltd. Service. Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service, are those of the respective author(s) or publisher(s) and not of Flip Page Publishing Ltd.. Neither Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service. Under no circumstance will Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service. The Flip Page Publishing Ltd. Service may contain links to other Internet sites and third-party resources. Flip Page Publishing Ltd. is not responsible for either the availability of these outside resources or their content.

Fulfillment and Subscriptions

While the Flip Page Publishing Ltd. Service does include limited fulfillment and subscription services, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service is fully responsible for all payments, refunds or questions associated with fulfillment or subscriptions. To the extent the Flip Page Publishing Ltd. Service has failed to provide appropriate access to content, Flip Page Publishing Ltd. will make all reasonable efforts to correct the failure within a reasonable amount of time.

Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service provided by Flip Page Publishing Ltd. (collectively the “Materials”) are protected by intellectual property and proprietary rights, and applicable laws. Except for any Content provided by you and other users of the Flip Page Publishing Ltd. Service, all Materials contained on the Flip Page Publishing Ltd. Service are the property of Flip Page Publishing Ltd. or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names, are proprietary to Flip Page Publishing Ltd. or its affiliates and/or third-party licensors. Except as expressly authorized by Flip Page Publishing Ltd., 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 Flip Page Publishing Ltd. Service, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd.’s servers and backup servers. Hosting involves the delivery of your Content to readers over the internet. Flip Page Publishing Ltd. 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, Flip Page Publishing Ltd. will provide continued storage of your Content for an additional archiving fee of $0.25 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, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. (browser or native app). Please note that a spread view contains two page views.

If you have executed a Flip Page Publishing Ltd. Digital Publishing Agreement, its terms may specify different or additional hosting and/or overage fees than those set forth above.

Mobile Applications

By submitting a Mobile Application Form (“App Form”) to Flip Page Publishing Ltd., you authorize Flip Page Publishing Ltd. 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. Flip Page Publishing Ltd. prefers that you secure your own developer accounts for the processing of your App. When using your developer account, you agree to provide Flip Page Publishing Ltd. with all information and credentials necessary for Flip Page Publishing Ltd. to develop and submit an App as an authorized developer for your developer account.

Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd.’s developer relationship with the App Markets. Flip Page Publishing Ltd. 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.

Custom Services

From time to time, you might request custom services from Flip Page Publishing Ltd.. Custom services may include consulting, design, web development, software development, or any other services requested outside of Flip Page Publishing Ltd.’s standard documented services or any Agreements. Flip Page Publishing Ltd. does not guarantee that it can or will agree to perform any requested custom services on your behalf. To the extent Flip Page Publishing Ltd. agrees to perform custom services, you will be required to execute a Flip Page Publishing Ltd. Custom Solutions Agreement. Flip Page Publishing Ltd.’s Custom Solutions Agreement will include a statement of work and a fee that will cover the agreed upon deliverable (the “Work Product”). Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. can provide the Work Product. Flip Page Publishing Ltd.’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 Flip Page Publishing Ltd. of existing software or applications that are part of the Flip Page Publishing Ltd. Service or Materials, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service.

Email Services

By electing to use Flip Page Publishing Ltd.’s email services, you understand and acknowledge that the primary purpose of Flip Page Publishing Ltd.’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 Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd.’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 Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. generated link in any email campaigns (notwithstanding the email service provider) that do not comply with the requirements set forth herein. Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd.’s IP or email services.

User and Reader Information

Flip Page Publishing Ltd. gathers and records data and information on you, your account, your Content, the Flip Page Publishing Ltd. Services you select, and the activities of readers (collectively “User and Reader Information”). To the extent made available to you by Flip Page Publishing Ltd., you may use without restriction all User and Reader Information associated with your account, subject to applicable laws and regulations.

Payment for Flip Page Publishing Ltd. Services

All invoiced accounts require payment to be made to Flip Page Publishing Ltd. within 30 days of invoice issue date. Any payment not made when due is subject to penalty.

Accounts which are not paid in full within 60 days from invoice issue date are subject to the inactivation of all unpaid publications, as outlined on the unpaid invoice, within the account.

Accounts which are not paid in full within 90 days from invoice issue date are subject to the inactivation of all live publications within the account.

Persistent late payments, at the discretion of Flip Page Publishing Ltd, may be subject to a pre-payment requirement or similar arrangement. At it’s discretion continued late payments shall entitle Flip Page Publishing Ltd. to discontinue all or any component of the Flip Page Publishing Ltd. service.

All amounts due to Flip Page Publishing Ltd. are exclusive of local, provincial, 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 Flip Page Publishing Ltd. Service, other than taxes levied or imposed based upon Flip Page Publishing Ltd.’s net income.

Indemnification

You agree to indemnify and hold Flip Page Publishing Ltd., 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 Flip Page Publishing Ltd. Service, any violation by you of the Agreement, or any breach of the representations, warranties, and covenants made by you herein. Flip Page Publishing Ltd. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Flip Page Publishing Ltd., and you agree to cooperate with Flip Page Publishing Ltd.’s defense of these claims. Upon notice of any impending claim, action or proceeding, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Flip Page Publishing Ltd. will never sell your Content. However, by providing Content to Flip Page Publishing Ltd., you grant Flip Page Publishing Ltd. a limited, non-exclusive license to use the Content in connection with the Flip Page Publishing Ltd. Service. Except where necessary to provide the Flip Page Publishing Ltd. Service, Flip Page Publishing Ltd. 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.

Flip Page Publishing Ltd. will not sell the User and Reader Information associated with your account. Flip Page Publishing Ltd. will not disclose the User and Reader Information associated with your account in an identifiable form to any third party without your consent. However, Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. in providing consulting services. Flip Page Publishing Ltd. 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 Flip Page Publishing Ltd. Service, such as the decision to introduce new products, services or features.

Disclaimer of Warranty

THE FLIP PAGE PUBLISHING LTD. SERVICE IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, 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 FLIP PAGE PUBLISHING LTD. NOR ITS AFFILIATES, LICENSORS, OR AGENTS WARRANT THAT THE FLIP PAGE PUBLISHING LTD. 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 FLIP PAGE PUBLISHING LTD. SERVICE, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR GOODS PROVIDED IN CONNECTION WITH THE FLIP PAGE PUBLISHING LTD. SERVICE.

Limitation of Liability

IN NO EVENT WILL FLIP PAGE PUBLISHING LTD. 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 FLIP PAGE PUBLISHING LTD. SERVICE. YOU ACKNOWLEDGE THAT (I) THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE FLIP PAGE PUBLISHING LTD. SERVICE; AND (II) FLIP PAGE PUBLISHING LTD. IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES INCLUDING FLIP PAGE PUBLISHING LTD. LICENSORS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

Independent Contractors

Nothing in the Agreement between you and Flip Page Publishing Ltd. will be deemed to place you and Flip Page Publishing Ltd. in the relationship of employer‑employee, principal‑agent, or partners or joint ventures. Neither you nor Flip Page Publishing Ltd. 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.

Compliance

Flip Page Publishing Ltd. has the right, but not the obligation, to monitor the Flip Page Publishing Ltd. Service to (i) determine compliance with the Agreement and/or any standards or requirements established by Flip Page Publishing Ltd.; and (ii) satisfy any law, regulation or authorized government request.

Invalid Provision

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 Flip Page Publishing Ltd. Service will be governed by and interpreted under the laws of the Province of Ontario, 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 the Province of Ontario 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 Flip Page Publishing Ltd. 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.

Revisions to the Terms of Use

Flip Page Publishing Ltd. will not change or modify the sections entitled “Storage and Hosting” and “Use of Content and User and Reader Information” without providing you with prior notice. Flip Page Publishing Ltd. shall otherwise have the right at any time to change or modify any other section of these Terms. You will be effectively notified when (i) Flip Page Publishing Ltd. prominently displays the revised Digital Publishing Terms of Use on the Flip Page Publishing Ltd. website; or (ii) you are notified by any other means that would make a reasonable person aware of the new Digital Publishing Terms of Use. Your continued use of the Flip Page Publishing Ltd. Service after notice of the new Terms constitutes your acceptance of the new Terms.