End User License Agreement
BY ACCEPTING THIS USER AGREEMENT THROUGH AN ORDERING DOCUMENT/FORM THAT INCORPORATES THIS USER AGREEMENT (THE “ORDERING DOCUMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND, IN SUCH EVENT, “LICENSEE” AS USED IN THIS USER AGREEMENT SHALL REFER TO SUCH ENTITY. This User Agreement is between you and Lp digital system USA, Inc. The terms of this User Agreement shall apply to use of the subscription services identified in the Ordering Document. This User Agreement and the Ordering Document shall collectively be referred to herein as the “Agreement”. The terms of the Ordering Document between you and Lp digital system USA, Inc. shall control over any conflicting terms in this User Agreement.
Licensee and Lp digital system USA, Inc. hereby agree as follows:
These Terms (“Agreement”) shall apply to Licensee’s use of Licensed Software made available by Lp digital system USA, Inc., a Delaware corporation with an office and place of business located at 205 E 42nd Street - 14th Floor. New York, NY, 10017 (“Lp digital system USA, Inc.”).
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Lp digital system USA reserves the right, to change, modify, add or remove portions of this user Agreement on a going-forward basis at any time by posting the amended Terms on its website. Changes are effective when posted on the website, unless stated otherwise. By continuing to use the PublishPaper® Service after the changes are posted, Licensee agrees to the changes.
3.1 Licensee shall pay all fees outlined in the ordering document (the “Subscription Fee”). Failure to pay the Subscription Fee when due may result in suspension or termination of this License at Lp digital system USA, Inc.’s discretion without notice to Licensee. Suspension of this License shall have no effect on the term. Suspension or termination of this License shall have no effect on Licensee’s obligation to pay the Subscription Fee. This is not intended to be Lp digital system USA, Inc.’s exclusive remedy, and Lp digital system USA, Inc. retains all rights and remedies it may have at law or in equity.
3.2 Online access to the Licensed Material will commence upon receipt of Subscription Fee from Licensee.
3.3 Licensee may provide the Licensed Access Information to individuals authorized by Licensee or on behalf of the License referred to as “Authorized Users.”
3.4 Licensee agrees to give permission to Lp digital system USA, Inc. to use Licensee’s name and logo for marketing efforts.
3.5 Licensee agrees that all terms of this Agreement, including but not limited to pricing and access, shall be confidential and not shared with any parties outside of this Agreement.
4. AUTHORIZED USE OF Licensed Software
4.1 Authorized User. An “Authorized User” is a natural person who is a full or part-time employee of Licensee and who has been identified and designated in writing by Licensee and accepted by Lp digital system USA, Inc., or with the express permission of Lp digital system USA, Inc., a natural person who is not an employee of Licensee.Authorized Users shall not include corporate entities, including parent companies or subsidiaries of Licensee.
5. Lp digital system USA, Inc.’s PERFORMANCE OBLIGATIONS
5.1 Support. Lp digital system USA, Inc. will offer activation or installation support, including assisting with integration with Licensee’s internal CRM systems. Lp digital system USA, Inc. will offer reasonable levels of continuing support to assist Licensee and Authorized Users in accessing the Licensed Software. Lp digital system USA, Inc. will make its personnel available by email or phone for feedback, problem-solving, or general questions.
6. LICENSEE PERFORMANCE OBLIGATIONS
6.1 Licensee represents, warrants and covenants that it will not, in connection with its use and access of the Licensed Software: (i) commit or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (ii) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (iii) use the Licensed Software, or any part thereof, to harass or harm any person in any way; (iv) disparage, defame, libel or make untrue, malicious,or offensive statements about Lp digital system USA, Inc.
6.2 Provision of Notice of License Terms to Authorized Users. Licensee shall provide Authorized Users with notice of the terms and conditions of this Agreement.
6.3 Protection from Unauthorized Use. Licensee shall make reasonable efforts to prevent unauthorized use of or access to the Licensed Software. In the event of any unauthorized use of or access to the Licensed Software, Lp digital system USA, Inc. may suspend or terminate access to the Licensed Software, provided that Lp digital system USA, Inc. shall first provide reasonable notice to Licensee and cooperate with the Licensee to avoid recurrence of any unauthorized use or access to the Licensed Software.
6.4 Ownership of the Licensed Software and Intellectual Property. Licensee acknowledges and agrees that, the Licensed Software, and any related documentation (including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Licensed Software) are the proprietary intellectual property (the “Intellectual Property”) of Lp digital system USA, Inc., whether or not such Licensed Software are copyrighted or patented. Licensee further agrees that the original and any copies of the Licensed Software are and shall at all times be the sole and exclusive property of Lp digital system USA, Inc. and Licensee agrees that Licensee will take no action in contravention of this fact. Licensee does not and will not acquire any ownership in the Licensed Software or any part thereof, including information voluntarily provided by Licensee to Lp digital system USA, Inc. that is incorporated into the Licensed Software, and Licensee expressly disclaims and waives any and all claims to any ownership interest in any such information or materials. This includes, without limitation, any Licensed Software that Licensee downloads, prints, saves or incorporates into other materials. Licensee further acknowledges and agrees that the Licensed Software, in whole or in part, are unique, special, and valuable.
6.5 Non-Assignment. Either party may assign this Agreement to a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) without the consent of the other party. No other assignment or delegation of this Agreement will be valid without the prior written consent of the other party. Any assignment or delegation in violation of this section shall be void.
6.6 Technical requirements: Licensee acknowledges that the following technical requirements must be followed for service to provide satisfying performance: Requirements for creating or viewing publications (on user workstation):
Intel Pentium III or equivalent
Microsoft Windows® 98SE / ME / 2000 / XP / Vista or MacOS
32-bit graphics card - 1024 x 768 or higher
Any Internet browser with Flash 9 or later version
DSL internet connection
Characteristics of source PDF:
Size of the PDF file: 100 MB maximum
- Recommended size: 500 KB per page
- Size Limit: 1MB per page
Page number should not exceed 999 pages
The PDF document should not be locked.
Fonts must be embedded within PDF document (no CID fonts).
The PDF document’s pages must all be formatted in portrait.
The PDF document must not include cutting shapes.
All pages of PDF document must be the same size (format).
Recommendation: Integrate images and logos in jpeg or pdf vector format.
Characteristics of Rich-Media files:
Videos: to be read on all media including Android and iPad: H.264 encoded MP4 format
Flash Animations (read only on PC): .SWF Format
Images: formats .JPG, .PNG, .GIF
Links created in InDesign and QuarkXpress
Links created in InDesign and QuarkXpress are recognized by PublishPaper (enforcement proceedings available)
a maximum 250px wide logo to the download page.
a maximum height of 26px logo, which will be displayed in the header (left).
These logos must be sent in png format. Application Compatibility Library on PublishPaper iPadL'application is available on the App Store.
The links Youtube and Dailymotion are not recognized in offline reading.
7. TERM AND TERMINATION
7.1 Term. The term of this Agreement is specified in the ordering document.
7.2 Termination. Either party may terminate this Agreement immediately, without further obligation to the other party, in the event of (a) a material breach of this Agreement by the other party that is not remedied within twenty-one (21) days after the breaching party’s receipt of written notice of such breach. Upon expiration or termination of this license, Licensee acknowledges and agrees that Licensee’s access to the Licensed Software will be automatically terminated, all passwords and individual accounts will be removed, and all information that has been uploaded into Lp digital system USA, Inc.’s systems by Licensee may be destroyed. Upon termination, Licensee agrees to destroy any and all information, whether in hard copy or electronic form, it has obtained from the Licensed Software.
Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the parties at their addresses specified in the ordering document.
9. GOVERNING LAW
This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Delaware without regard to choice of laws principles. The Parties agree that the courts of the State of Delaware shall have exclusive jurisdiction over any and all disputes arising from this Agreement and that neither Party will bring any action under this agreement in any other jurisdiction.
In the event the Licensee is in default of any of the terms or obligations of this Agreement, said default shall constitute grounds to suspend Licensee’s access to the Licensed Software. Licensee agrees to pay all costs incurred by Lp digital system USA, Inc. in endeavoring to enforce the terms of this Agreement, including reasonable attorney fees.
Licensee agrees to indemnify, defend and hold Lp digital system USA, Inc., its officers, directors, employees, shareholders, agents, partners, successors and permitted assigns, harmless from and against any and all actual or threatened claims, liabilities, demands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs of suit (collectively “Claims”), arising out of or in connection with (1) Licensee’s access or use of the Licensed Software and/or (2) Licensee’s violation of any provision of this Agreement. In addition, Licensee agrees to indemnify, defend and hold Lp digital system USA, Inc., its officers, directors, employees and contractors harmless from and against any and all actual or threatened Claims, arising out of or in connection with (x) Licensee’s sending of any information, messages or materials to any Licensed Software contact (including, but not limited to, through e-mail, mail or fax), or (y) the use of any Licensed Software or Services by any third party to whom Licensee has granted access to the Licensed Software(including access obtained through use of the user names and passwords assigned to Licensee and its personnel).
12. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties and supersedes all prior communications, understandings and Agreements relating to the subject matter hereof, whether oral or written.