Terms of Service

This Terms of Service (“Agreement”) shall govern the terms and conditions (“Terms and Conditions”) under which MidTown Publishing Inc. (“MidTown Publishing”) sometimes referred to herein as “Our” “We” or “Us,” offers e-publishing services (“e-Publishing Services”) and print publishing services (“Print Publishing Services”), collectively (“Publishing Services”) through one or more of Our affiliates. If you (herein “You” or “Your”) choose to utilize the Publishing Services, the provisions herein, together with the terms and conditions contained in the MidTown Publishing Agreement, or an affiliated company,  or Licensee (as hereinafter defined) publishing agreement (“Publishing Agreement”) shall be controlling. Use of the Publishing Services, including the submission of materials (and the print, text, associated artwork and underlying works embodied therein) for distribution by MidTown Publishing, including but not limited to, http://www.midtownpublishing.com, or a MidTown Publishing imprint website (collectively the “Website”), shall constitute Your agreement to bound by the Terms and Conditions herein.

 FOLLOWING YOUR TRANSMISSION OF THE INFORMATION WE REQUIRE TO ESTABLISH AN AuthorlogACCOUNT AND YOUR CLICKING “I AGREE” (“THE EFFECTIVE DATE”), YOU AGREE TO BE BOUND BY THE PROVISIONS HEREIN THAT CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US.

 We encourage You to print and keep a copy of this Agreement for reference.

Please read the information below carefully. By using our Website, You accept the Terms and Conditions described below, and You warrant and represent that You have the legal capacity to enter into this Agreement.

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Preamble

MidTown Publishing reserves the right to add, delete and/or modify any of the Terms and Conditions contained herein, at any time and in its sole discretion, by posting a change notice or a new agreement on the Website. In the event of substantive changes to the Terms and Conditions of this Agreement, You will be notified in your Authorlog™ Account. If any modification is unacceptable to You, Your only recourse is to discontinue use of the Publishing Services. Your continued use of the Publishing Services, following the posting of a change notice or new agreement on the Website will constitute Your binding acceptance of the changes.

We reserve the right to add, delete and/or modify any of the Terms and Conditions contained in this Agreement; provided, however, no modifications to this Agreement will apply to any dispute between You and MidTown Publishing that arose prior to the date of such modification. In the event of substantive changes to the Terms and Conditions of this Agreement, You will receive a notification in Your Authorlog™ Account. If any modification is unacceptable to You, Your only recourse is to discontinue use of the Publishing Services. Your continued use of the Publishing Services following a notice to You in Your Authorlog™ Account shall constitute Your acceptance such changes.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID Authorlog™ Account WITH MIDTOWN PUBLISHING FOR SO LONG AS YOU AVAIL YOURSELF OF ANY PUBLISHING SERVICES.

1. Definitions

Capitalized words and phrases used in this Agreement have the following meanings:

(a)     “Authorized Artwork” means any artwork relating to Your Content that You provide to Us. All such artwork will be deemed to have been properly cleared and/or licensed by You for all purposes, unless You provide us with written notice to the contrary.

(b)     “Authorized Territory” means the World.

(c)     “Authorlog™ Account” means an online account established by You for purposes of accessing Publisher Services, uploading Your Content, receiving real-time updates for Your Content in the publishing process,  receiving royalty reports, and retrieving other services offered on the Website.

(d)     “Copyright Management Information”  means that information as defined by Section 1202(c) of the Digital Millennium Copyright Act (“DMCA”) includes, in pertinent part, the title and other information identifying the work, including the information set forth on a notice of copyright, the name of, and other identifying information about, the author of a work, the name of, and other identifying information about, the copyright owner of the work, including the information set forth in a notice of copyright, Terms and Conditions for use of the work, identifying numbers or symbols referring to such information or links to such information, such other information as the Register of Copyrights may prescribe by regulation, except that the Register of Copyrights may not require the provision of any information concerning the User of a copyrighted work.

(e)    “Digital Text Product” means a copy or copies of Your Content in digital and electronic form.

(f)      “e-Publishing Services means those services provided by MidTown Publishing for the sale, distribution or licensing of Your Digital Text Product and other contents online through the Website or through websites operated by or on behalf of Licensees.

(g)     “Imprint” and “Imprint Website” shall mean a trade name utilized by MidTown Publishing under which Your Work is published and the URL utilized for each Imprint.

(h)     “Licensee” means any third party licensee such as Apple iBookstore®, Amazon® Kindle, Barnes & Noble Nook®, Sony Reader®, Kobo Reader®, or others that is  authorized to carry out the marketing, distribution and sale or other use of Your Work including Authorized Artwork pursuant to the terms of this Agreement.

(i)     “Metadata” means information in the non-content area of Your Work, including, but not limited to, title, author name, biographical information, ISBN, genre & subgenre, synopses, marketing copy, and cover images.

(j)      “MidTown  Publishing Widget” means a (i) software application that may be made available from time to time on the Website that You or someone authorized to act on Your behalf may embed on third-party websites, (ii) link, code, script or any other software or instruction that You or someone authorized to act on Your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook®, that permit a User of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of MidTown Publishing, including Your Work, or (iii) standalone software available for use on mobile devices, smartphones, such as  iPhone® and Android® phones, tablet computers, such as iPad®), set-top boxes, and other hardware now known or hereafter developed (collectively, “Hardware”), that facilitates or enables the public performance, communication to the public or other transmission of Your Work via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The MidTown Publishing Widget may provide access to all of Your Work or such portions of Your Work that You wish to be available through third-party websites. MidTown Publishing may choose such third party websites as it deems most beneficial for transmission of Your Work, in its sole discretion.

(k)    “Physical Product” means Your Content as contained in a printed book.

(l)      “Print Publishing Services” shall mean those services offered by MidTown Publishing, or an affiliated company, to print Your Content and convert to a Physical Product, to distribute through the Website, or through websites and distribution services operated by distributors or on behalf of Licensees, and to list books printed from Your Content with Bowker®, a leading provider of global book information.

(m)   “Privacy Policy” shall mean the policy established by MidTown Publishing from time-to-time with respect to the collection and protection of personal information You submit to the Website. See our Privacy Policy here.

(n)    “Publishing Agreement shall mean that Agreement between You and Us that defines the rights and responsibilities between MidTown Publishing and the You, the contents of which are incorporated herein, for all purposes. See the Publishing Agreement here.

(o)    “Publishing Services” means the e-Publishing Services and Print Publishing Services provided by MidTown Publishing.

(p)    “Terms and Conditions” means the governing provisions of this Agreement.

(q)    “Term of this Agreement” means that period of time that We provide Publishing Services to You. The Term of this Agreement begins when You accept it and will continue until it is terminated by You or by MidTown Publishing. We reserve the right to suspend your access to your Authorlog™ Account and/or terminate this Agreement and your Authorlog™ Account at any time with or without notice to you. You may terminate this Agreement and your use of Our Publishing Services at any time by providing notice to Us in accordance with our then-current procedures for Account termination. If You terminate this Agreement, we will withdraw Your Content from our various Licensees and their e-bookstores within ten (10) business days from Our receipt of Your notice, but we will retain the right to maintain digital copies of Your Content to continue to support any customers who have purchased Your Content. Those sections of this Agreement that by their nature are intended to survive shall survive termination. For the avoidance of doubt, all rights to Your Content acquired by customers survive termination.

(r)     “User” shall mean anyone who uses the products and services offered by the Website.

(s)    “Website” shall mean http://www.midtownpublishing.com, and all other Imprint Websites.

(t)     “You shall mean the person who clicks the “I Agree” section of the Website and confirms he or she is an author, or is authorized to represent an author.

(u)    “Your Content” means print, text, associated artwork and underlying works that You have designated for digital distribution and/or print by Us, an affiliated company,  distributor, or Licensee. Any such print, text, associated artwork and underlying works must be owned, licensed to, or controlled by You. You authorize Your Content to be used for all purposes and rights granted and authorized hereunder.

(v)     “Your Work” means the aggregation of Your Content into a finished product, whether digital or print.

2. Monitoring of Your Content; Removal of Your Content from Website; Non-Liability for e-Book Aggregator/Licensee Rejection

(a) Monitoring. MidTown Publishing does not control Your Content and does not have any obligation to monitor Your Content for any purpose. MidTown Publishing may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content; provided, moreover, MidTown Publishing assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other author’s content or artwork.

(b) Right of Removal; Non-liability for Rejection by Distributor or Licensees. MidTown Publishing reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i) is patently offensive, pornographic or defamatory; (ii) is the subject of a dispute between You or Us and a third party; (iii) is content to which You cannot document Your rights therein upon MidTown Publishing’s request; (iv) violates the intellectual property rights or other protected interests of a third party; (v) is the subject of a takedown notice by a party claiming to own the rights therein, or (vi) is the subject of any fraudulent activity, or for any other reason in MidTown Publishing’s sole and absolute judgment is necessary to protect the business interests of MidTown Publishing, Imprints, business partners, distributors, or Licensees. Our partners, retailers, distributors, and Licensees may reject content for any reason including, but not limited to, racist or sexual content, hyperlinks, SEO spam, public domain material or infringement, offensive or prohibited images or content. MidTown Publishing’s service has been rendered once We cause Your Content to be formatted and delivered to a distributor/or Licensee; provided, moreover, if Your Work is rejected by any Licensee, distributor, digital partner, printer, or affiliate (“Third Party Rejection”) for any reason whatsoever, except Our failure to comply with the technical requirements of any Licensee, distributor, digital partner, printer, or affiliate (herein “Technical Failure”). Except for Our Technical Failure, MidTown Publishing shall have no liability to You for such Third Party Rejection, nor shall MidTown Publishing be liable for any refund or credit for any services including, but not limited to, editing, conversion services, formatting, cover design, printing, distribution and marketing. MidTown Publishing may also remove Your Work from the Website if You are abusive or rude or provide false or intentionally misleading information to MidTown Publishing employees or agents, or otherwise violate the provisions of  Paragraph Four (4) of this Agreement (a “Prohibited Use.”) MidTown Publishing shall have no liability to You for the removal of any of Your Work from the Website, or any Licensee website or service because of a Prohibited Use. The removal of any of Your Work shall not relieve MidTown Publishing of the obligation to pay You any royalties that may have accrued prior to removal.

3. Account Information; Disclosures:

(a) Your Account Information. In order to access some features of the Website, including Your account information and periodic statements, You will have to create an Authorlog™ Account. You hereby represent and warrant that the information You provide to MidTown Publishing upon registration will be true, accurate, current, and complete. You also represent and warrant that You will ensure that Your Account information, including Your e-mail address, is kept accurate and up to-date at all times during the Term of this Agreement, or any other agreement You have with MidTown Publishing. You agree to the Terms and Conditions of Our Privacy Policy.

(b) Password. As a registered User of Publishing Services You will have login information, including a username and password. Your Authorlog™ Account is personal to You, and You may not share Your Authorlog™ Account information with, or allow access to Your Authorlog™ Account by any third party, other than an agent authorized to act on Your behalf. As You will be responsible for all activity that occurs under Your Authorlog™ Account, You should take care to preserve the confidentiality of Your username and password, and any device that You use to access the Website. You agree to notify Us immediately of any breach in secrecy of Your login information. If You have any reason to believe that Your Authorlog™ Account information has been compromised or that Your Authorlog™ Account has been accessed by a third party not authorized by You, then You agree to immediately notify MidTown Publishing by e-mail to [email protected] You will be solely responsible for the losses incurred by MidTown Publishing and others (including other Users) due to any unauthorized use of Your Authorlog Account that takes place prior to notifying MidTown Publishing that Your Account has been compromised.

(c) Disclosure of Information. You acknowledge, consent, and agree that MidTown Publishing may access, preserve, and disclose Your Authorlog™ Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to a claim that any of Your Content or Your Work violates the rights of third parties; (iv) to respond to Your requests for customer service; or (v) to protect the rights, business interests, property or personal safety of Users, and the public.

4. Prohibited Use of the Website and Licensee Websites and Publishing Services:

You agree not to use the Website, and/or Publishing Services in any way that may harm, damage, or disparage MidTown Publishing, a distributor, Licensee or any other party. Without limiting the foregoing, and by way of example and not limitation, You agree that You will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:

(a) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website, or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website, or by law, or otherwise attempt to use or access any portion of the Website other than as intended;

(b) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website, or content obtained through the Website, as a result of Your being granted permission to upload Your Content through Your Authorlog™ Account to the Website;

(c) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;

(d) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

(e) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortuous, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;

(f) Create a false identity or impersonate another for the purpose of misleading others as to Your identify, including, but not limited to, providing misleading information to any feedback system employed by MidTown Publishing;

(g) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;

(h) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;

(i) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or

(j) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

5. Availability of Services:

MidTown Publishing may make changes to or discontinue any aspects to Publishing Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to You. The features, media, content, products, software or services available on and through the Website may be out of date, and MidTown Publishing makes no commitment to update any aspect of the Website. MidTown Publishing makes no representations and warranties with respect to availability of the Website and may discontinue the Services at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to MidTown Publishing as Your Work.

6. Additional Representations and Warranties of the Parties:

(a) Mutual Representations and Warranties. MidTown Publishing and You represent and warrant to each other that:

(i)  Each is authorized to enter into this Agreement;

(ii) Neither will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other;

(iii) No agreement previously entered into by MidTown Publishing or You will interfere with the performance of each party’s obligations under this Agreement;

(iii) MidTown Publishing and You shall perform each party’s respective obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(b) Representations and Warranties by You. You represent and warrant to MidTown Publishing that:

(i) You have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content or Authorized Artwork, and Metadata. If You are acting on behalf of an author, You hereby represent and warrant to MidTown Publishing that You are fully authorized to enter into this Agreement on behalf of such author, and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.

(ii) You own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, that You have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement. Furthermore, You represent that the exercise of such rights, licenses and permissions by Us and Our Licensees shall not violate or infringe the rights of any third party.

(iii) Your Content does not plagiarize or pirate any other work or infringe upon any copyright, trademark or other proprietary right.

(iv) Your Content does not contain SEO keyword “spam,” either in Your manuscript or Your Metadata tags.

(v) Your Content does not contain multiple hyperlinks to advertisements or affiliate marketing pages.

(vi) Your Content does not contain any advertisements of content that is primarily intended to advertise or promote products of services.

(vii) Your Content does not violate any right of privacy that is libelous or violate any personal right or other right of any kind of any person or entity.

(viii) Your Content does not violate state and federal laws or advocate illegal activities.

(ix) Your Content does not advocate hateful, discriminatory or racist views or actions toward others.

(x) Any and all instruction, material, or advice contained in Your Content is not likely to result in injury and Your Content includes appropriate warning and safety precautions concerning any particular hazards that may be involved in the use of any such instruction, material or advice.

(xi) Your Content is not a public domain work (unless You are the true author) and is not sourced or copied, either in part or in entirety, from commercial services, articles, or information sources which have been licensed to others.

7. No Representations and Warranties by MidTown Publishing with Respect to Sales and Distributions:

MidTown Publishing makes no guarantees regarding the minimum number of unit sales of Your Work. In addition, We cannot guarantee that Licensees will perform under any agreement they enter into with MidTown Publishing or its distributors for the sale, distribution or licensed use of Your Work, including the payment of royalties they owe MidTown Publishing for the distribution of Your Work. If a Licensee or distributor refuses to pay Us for the use of Your Work, You agree that You will assume responsibility for collecting any payments that may be due from such non-compliant distributor or Licensee for any sale, distribution or licensed use of Your Work if such third party fails or refuses to pay such amounts to MidTown Publishing upon MidTown Publishing’s request.

8. Indemnification: 

(a) Indemnification. You agree to indemnify, save, and hold MidTown Publishing harmless from any and all damages, claims, liabilities, costs, losses and expenses including, but not limited to, legal costs and attorneys’ fees, (collectively, “Claims”) arising out of or connected with any claim, demand, or action which is inconsistent with any of the warranties, representations, covenants or agreements made by You in this Agreement, including, but not limited to, Your representations and warranties regarding copyrights or any other rights in and to any other forms of intellectual property. You will reimburse MidTown Publishing, on demand, for any payment made by Us at any time with respect to any damage, liability, cost, loss or expense arising out of Claims to which the foregoing indemnity applies. Pending the determination of Claims, we may, at our election, withhold payment of any monies otherwise payable to You hereunder in an amount which does not exceed Your potential liability to MidTown Publishing pursuant to the provisions of this paragraph.

(b) Indemnification Request. If MidTown Publishing makes an indemnification request to You under this Section, We may permit You to control the defense, disposition or settlement of the matter at Your expense, provided that You shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by MidTown Publishing or imposes any conditions or obligations on MidTown Publishing other than the payment of monies that are readily measurable for purposes of determining Your monetary indemnification or reimbursement obligations to Us. If MidTown Publishing, in Our reasonable and good faith judgment, conclude that You are not capable of defending Your or Our interests against any Claims, then We shall have the option to control the defense in any matter or litigation through counsel of Our own choosing to defend against any such Claims, in which event You shall be responsible to reimburse MidTown Publishing for any and all expenses associated with retention of counsel in defense of such Claims.

9. Disclaimers:

(a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MIDTOWN PUBLISHING AND ITS AFFILIATES, PARTNERS, DISTRIBUTORS, LICENSEES, LICENSORS, AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIDTOWN PUBLISHING OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. MIDTOWN PUBLISHING AND ITS AFFILIATES, PARTNERS, DISTRIBUTORS, LICENSORS, LICENSEES, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY MIDTOWN PUBLISHING, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND WE DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

10. Limitation of Liability; Basis of the Bargain: 

(a) MIDTOWN PUBLISHING SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. MIDTOWN PUBLISHING SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY DISTRIBUTOR OR LICENSEE TO PAY MIDTOWN PUBLISHING OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT OR YOUR WORK, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH MIDTOWN PUBLISHING OR OTHERWISE. MIDTOWN PUBLISHING’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY MIDTOWN PUBLISHING FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST MIDTOWN PUBLISHING.

(b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MIDTOWN PUBLISHING, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MIDTOWN PUBLISHING, MIDTOWN PUBLISHING’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT MIDTOWN PUBLISHING WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.

11. General Provisions: 

(a) Relationship of the Parties. MidTown Publishing and You agree that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture, and neither party is the other’s agent, partner, or employee.

(b) Entire Agreement. This Agreement together with the Publishing Agreement  and the Privacy Policy contains the entire understanding between MidTown Publishing and You relating to the subject matter hereof. This Agreement supersedes all previous agreements or arrangements between MidTown Publishing and You pertaining to Publishing Services, unless the provisions of a prior Publishing Agreement between You and Us remains in full force and effect. This Agreement cannot be changed or modified except as provided herein. A waiver by MidTown Publishing or You of any term or condition of this Agreement shall not be deemed or construed as a waiver of such term or condition in the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(c) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(d) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by  Us via electronic mail to Your e-mail address or Your Authorlog™ Account. In the event you no longer have an Authorlog™ Account delivery by United States Mail to the street address You supplied in your application for an Authorlog™ Account will constitute delivery. Notice should be delivered to http://[email protected].

(e) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of New York, or California, applicable to agreements entered into and to be wholly performed in New York or California, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved by first submitted the matter to mediation, prior to the institution of any litigation.

(f) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

(g) Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(h) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(i) Assignment. MidTown Publishing may assign its rights and obligations under this Agreement at any time to any party. You may not assign Your rights and/or obligations under this Agreement without obtaining MidTown Publishing’s prior written consent, with may be granted, or denied, at MidTown Publishing’s absolute discretion.

 

Last revised October 30,, 2013