Net Minds

Publish Smarter.

Terms & Conditions netminds.com

BEFORE SUBMITTING A REGISTRATION FORM AND/OR USING ANY OF THESE SERVICES, PLEASE READ ALL OF THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING ANY AREAS OF THIS SITE, USERS ("USER", “MEMBER,” "YOU" OR THE TERMS “AUTHOR,” “SERVICE PROVIDER” OR “TEAM MEMBER” AS USED HEREIN FOR THOSE CATAGORIES AS DEFINED) ARE AGREEING TO BE LEGALLY BOUND BY AND TO ABIDE BY THESE TERMS AND CONDITIONS, WHICH WILL CONSTITUTE AN AGREEMENT BETWEEN YOU AND NET MINDS ("AGREEMENT"), FOR THE GOOD AND VALUABLE CONSIDERATION OF USE OF THE SITE AND THE RECIPROCAL COMMITMENTS HEREIN.  EACH TIME YOU ACCESS THIS SITE, YOU ARE FURTHER AGREEING TO AND RATIFYING SUCH AGREEMENT, AS AMENDED OR SUPPLEMENTED BY NET MINDS FROM TIME TO TIME.

Net Minds reserves the right, in its sole discretion, to amend, modify, or alter this Agreement at any time by posting the amended terms on this Site. We recommend that You review this Agreement periodically. The amended terms shall be effective from and after the date that they are posted on the Site.

Welcome to Our Website

Net Minds Corporation, a Delaware corporation (“Net Minds” or “we,” “us,” or “our”), is an electronic publisher and distributor of eBooks and a resource for authors and related services providers. The following terms and conditions are applicable to the use of the Net Minds website and its platform (the “Site”) and engagement of services through this Site.

The Community

Net Minds is creating a unique creative community to support authors in efficiently bringing their book to market through established Internet markets.  Net Minds is also providing publishing service providers with credit for their work and the unique opportunity to earn passive income on projects to which they contribute.  The community will consist of members in the following categories:  Authors, Editors, Designers, and Marketing personnel– all essential functions for the success of a book.  The sub functions of each major service provider category will include:

Persons who qualify in one or more of these major publishing contribution categories (collectively “Service Providers”) may become members of this Site. An author needing these services can submit his or her requirements on the Site as part of a project listing, and members in the applicable support categories will be able to negotiate fees or profit sharing terms directly with the author.  Upon selection of a support member, a launch team shall be developed which shall collectively manage the book project through the steps to market. The engagement by an author who is a member of the Site and registers a project (an “Author”) of any Service Provider (once engaged, a “Team Member”) will be the subject of a separate agreement (a “Book Team Member Services Agreement”) between Author and Team Member.

  1. Use of Website – License.
    1. Net Minds grants You a limited, personal, nontransferable, non-sublicensable, revocable license to access and use this Site only as expressly permitted in this Agreement. Except for this limited license, we do not grant You any other rights or license with respect to this Site; any rights or license not expressly granted herein are reserved. The content and information on this Site (including, without limitation, price and availability of services), as well as the infrastructure used to provide such content and information, is proprietary to Net Minds and/or those third-party suppliers and vendors engaged by Net Minds from time to time (the “Vendor Group”). Accordingly, as a condition of using this Site, You agree not to use this Site or its contents for any purpose that is unlawful or prohibited by this Agreement.
    2. You agree to provide correct and true information in connection with Your use of this Site and You agree to promptly update Your account information (if applicable) in order to keep it current, complete and accurate.
    3. You also agree not to:
      1. Take any action that imposes, or may impose, in the discretion of Net Minds, an unreasonable or disproportionately large load on the Net Minds infrastructure;
      2. Deep-link to any portion of this Site for any purpose.
      3. Use this Site in any manner which could damage, disable, overburden, or impair or otherwise interfere with the use of this Site or other users' computer equipment, or cause damage, disruption or limit the functioning of any software, hardware, or telecommunications equipment;
      4. Attempt to gain unauthorized access to this Site, any related website, other accounts, computer system, or networks connected to this Site, through hacking, password mining, or any other means; or
      5. Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site, including harvesting or otherwise collecting information about others such as email addresses.
  2. Your Account.
    You may register to utilize this Site by completing the specified registration process and providing us with current, complete, and accurate information as requested by the online registration form. It is Your responsibility to maintain the currency, completeness and accuracy of Your registration data, and any loss caused by Your failure to do so is Your responsibility. You agree to notify Net Minds immediately of any unauthorized use of Your account. Net Minds is not liable for any loss that You may incur as a result of someone else using Your account, either with or without Your knowledge.
  3. Terms Specific to Authors. The following are terms specific to use of the Site by an Author-Member, which are effective as of the date Author registers as a Member of this Site (the “Effective Date”). Author’s proposed book (as proposed and developed through Net Minds, hereinafter the “Work”) shall be identified in a registration page submitted to Net Minds (including without limitation an Author Agreement Addendum for such Work), which information shall include the genre, the basic concept, and the working title.
    1. Rights. In the event one or more Members of the Net Minds community joins the Author’s project, Author grants to Net Minds throughout the Term of this Agreement, an exclusive, worldwide, irrevocable, perpetual right and license to publish, republish and distribute the Work, directly and through third-party distributors and sub-distributors, in any and all media, including all print, audio and digital formats and in all languages, including without limitation translations. This right includes, without limitation, the right to:
      1. reproduce and store the Work on one or more computer facilities, and reformat, convert, encode and store the Work;
      2. display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of the Work for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices;
      3. display and distribute (i) Author’s trademarks and logos in the form  provided to Net Minds or within the Work (with such modifications as are necessary to optimize their viewing), and (ii) Author’s name, likeness, image or other attributes of the Author or Work, solely for the purposes of marketing, soliciting and selling the Work and related offerings; and
      4. create and use, reproduce, adapt, modify, and distribute, as Net Minds determines appropriate, any metadata that is appropriate to market the Work or provide resources for its readers.
    2. Digital Rights Management (DRM). Net Minds may, but is not obligated, to require third parties to apply DRM technology in connection with the distribution of the Work. If Net Minds requires third parties to apply DRM technology, Author acknowledges that Net Minds makes no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM.
    3. Net Minds Book Team Member Services. The engagement by Author of any Team Member will be the subject to a Book Team Member Services Agreement developed from the applicable form provided through this Site. To the extent that, Author agrees to pay a Royalty percentage, as defined in the Book Team Member Services Agreement, to the Team Member, Author hereby authorizes Net Minds to make such payment directly to Team Member.  Author acknowledges that the Team Members who Author selects are independent contractors and that Net Minds shall not be a party to any such agreements with Team Members and shall not be responsible for the performance of any such agreements with Team Members.
    4. Delivery and Acceptance.
      1. Submission.  Author must provide to Net Minds, at Author’s own expense (a) the completed Work in digital format including Word, .txt or .pdf; (b) all complete drawings, maps, photographs, charts and designs which are a part of or necessary to the text, and cover art for the cover page of Author’s Work in .pdf, .tiff, .psd, .eps or other acceptable formats.  Illustrative material submitted as part of the final manuscript shall be in a form suitable for direct use without redrawing, lettering or retouching.
      2. Editing. Author is solely responsible for retaining or acting as editor in order to provide the required edits and for making any necessary changes or revisions to the Work. Author will advise us when he or she is submitting the final and completed Work ready for publication.
      3. Loss or Destruction of Manuscript.  Net Minds will use the same care in protecting the manuscript and other material supplied to it hereunder as is its customary practice in protecting similar material in its possession, but it shall not be liable for damages, if any, resulting from the loss or destruction of such materials or any part thereof.  Author agrees that he or she shall retain a back-up copy of all materials that Author submits to Net Minds.
      4. Nationally Recognized Publisher Agreement.  Author may enter into a contract with any nationally recognized publisher of hardcover books to re-release the Work so long as such release does not occur within one year of the publication date as recognized by Net Minds, unless otherwise agreed to by Net Minds, which agreement shall not be unreasonably withheld contingent upon Author’s compliance and goodstanding under the terms of this Agreement and any applicable Book Team Member Services Agreements at the time of such request. In such event,
        1. Author understands and agrees that payment obligations in all applicable Book Team Member Services Agreements must be satisfied in full prior to the exercise of Author’s rights set forth in this Section 3(d)(iv), provided, that if the Author and a Team Member have prospectively provided for a waiver of such amounts or other terms with respect to editorial and applicable design work upon re-release, such terms shall govern;
        2. In the event that Author’s new publisher requires it, due to its conflicting release of the Work, Net Minds will agree to a termination of the license hereunder and cease and desist the marketing, sale or distribution of the Work on or before the re-release.
    5. Term and Termination.
      1. Term. Unless terminated pursuant to the terms hereof, the term (the “Term”) of this Agreement as to the Author will begin on the Effective Date and continue through the later of (i) ninety (90) days after the Author’s last access of the Site or (ii) expiration of the term of the copyright(s), as each may be extended, of any and all Works initiated by Author through Net Minds.  Notwithstanding the preceding sentence, the Term as to a Work that expires from listing on the Site without the execution of any Book Team Member Services Agreement shall expire on the sixtieth (60th) day following such expiration and delisting and all rights in and to such delisted Work granted herein will revert to the Author.
      2. Author’s Rights to Terminate.  If Net Minds has not published a submitted Work within ninety (90) days of submission of such Work for publication, Author may thereafter terminate this Agreement as to such Work on thirty (30) days’ written notice to Net Minds unless during the notice period, Net Minds publishes such Work or the Author and Net Minds agree on a different publication date, provided, such termination shall not alleviate or diminish the Author’s pre-publication obligations under any effective Book Team Member Services Agreements with respect to such Work.
      3. Net Minds Right to Terminate.  If Author has breached this Agreement, Net Minds may terminate the Author’s access to the Site, at any time, effective immediately upon written notice to Author, provided, such termination shall not alleviate or diminish the Author’s obligations under this Agreement with respect to any Work nor any then effective Book Team Member Services Agreements.
      4. After Termination.  Following termination or suspension, we or any third party distributors or sub-distributors may fulfill any customer orders for a Work pending as of the date of termination or suspension, and may continue to maintain digital copies of such Work in order to provide continuing access to or re-downloads of such Work or otherwise support customers who have purchased a digital version of such Work prior to termination or suspension. All rights to a Work acquired by customers will survive termination.
    6. Marketing and Promotion.
      1. Advertising Rights Granted.  We may grant online digital book distributors the right to market and promote digital versions of the Work by making chapters or portions of the Work available to prospective customers without charge, and by permitting prospective customers to see excerpts of the Work in response to search queries.
      2. Use of Author’s Name and Likeness.  We shall have the right to use, and to license others to use, Author’s name, image, likeness and biographical material for advertising, promotion, and other utilization of the Work and the other rights granted under this Agreement. 
      3. Net Minds Marketing Efforts.  Net Minds will create, promote and deliver to Author a digital sample of the Work with social sharing and commerce designed into the reading experience. Net Minds will provide Author advice and strategy for marketing and promotional efforts.
      4. Net Minds Sales Page. Author agrees that Net Minds shall be entitled to identify, at the end of the Work, that the Work was created on the Net Minds digital publishing platform with a brief explanation of the philosophy of Net Minds (the “Net Minds Way”).
      5. Team Members Credits. Author agrees to afford, on the copyright page of the Work, appropriate credits to the Team Members who were part of the team assembled by the Author to launch the Work.
    7. Pricing and Program Terms.
      1. List Price. Net Minds and Author shall determine the list price for the Work ("List Price"). The List Price will be exclusive of sales tax or value-added or similar taxes which are included within the purchase price of a product ("VAT"). When a price is provided to customers, the applicable Internet retailer may add applicable sales tax or VAT to the List Price to determine the price that is displayed.
      2. Processing Payments. Net Minds is solely responsible for receiving payments from distributors, and to disperse payments to the Author and to the Team Members engaged by Author to provide Author services (e.g. editor, cover designer, etc.) and with whom Author has agreed to remit payment based on a percentage of sale proceeds.        
      3. Net Minds Consideration.  For purposes of this Agreement, “Net Revenues,” refers to monies actually received by Net Minds from third parties for the sale of copies of the Work (including those published in conjunction with sponsorships) and licensing of the Work, less a 20% Net Minds fee (the “Net Minds’ Fee”) (i.e., gross amounts received by Net Minds from the sale of the Work, net of refunds, bad debt and any taxes charged to a customer or applied with respect to sales to a customer, including without limitation any VAT or sales taxes), it being understood that any third party distribution or agency fees will be absorbed in the Net Minds Fee.
      4. Royalties. If Author is not in breach of Author’s obligations under this Agreement, for each copy of the Work sold Author will be entitled to receive a royalty of 80% of the Net Revenue (the “Royalty”). In the event Author decides to assign a portion of Author’s royalties to one or more Team Member(s), Net Minds will pay all parties as per the terms of the applicable Book Team Member Services Agreement(s). 
      5. Payment Terms. Net Minds will pay Author, Author’s Royalty net of amounts assigned to Team Members, within thirty (30) days following the end of the calendar quarter during which it receives net royalties from sales. At the time of payment, we will make available to Author an online report detailing the royalties received and corresponding payment distributions. All payments will be made via check, Electronic Funds Transfer ("EFT") payments or other method we determine in U.S. Dollars. If we pay Author a Royalty on a sale and later issue a refund, return, or credit for such sale, we may offset the amount of the Royalty previously paid for the sale against future Royalties, or require Author to remit that amount to us. If a third party asserts that Author did not have all rights required to sell Author’s eBook in all markets Author advises us he or she has rights or if we determine that Author may be in breach of Author’s representations and warranties in this Agreement, we will be entitled to hold all Royalties due until we reasonably determine that the third party claim was illegitimate or that Author was not in breach or have fully remedied Author’s breach, as applicable.
      6. Printed Copies of the Work. In the event that Author desires to invest in ordering printed copies of the Work for direct distribution or event sales, it is agreed that the copies will be produced by a third party manufacturer, arranged by Net Minds.  Furthermore, if printed copies are created in excess of 100 promotional copies, Net Minds’ Fee and all Team Member-assigned royalties, associated with the Work, will be added to the third party manufacturing and shipping charges.  The Net Minds’ Fee and the Team Member-assigned royalties will be calculated based on the Net Revenues per sale of the eBook release.  The Author may determine, in his sole discretion, the selling price of such printed copies.
    8. Author Representations, Warranties and Indemnities. Author represents and warrants to Net Minds that:
      1. Author has the full right, power and authority to enter into and fully perform this Agreement and any Book Team Member Services Agreement(s) to which Author is a party and will comply with the terms of this Agreement and any Book Team Member Services Agreement(s) to which Author is a party;
      2. Author has no reason to believe the Work will harm, injure or damage anyone as a result of reading it or taking its advice;           
      3. To the extent the Work is non-fiction, the Work is based on true facts or diligent research;
      4. Author shall be solely responsible for filing its copyrights and any other intellectual property with the appropriate governmental body. It is the Author’s responsibility to place a copyright notice on the copyright page or some other prominent place in the Work.   Prior to or concurrent with Author’s delivery of any Work to Net Minds, the Author will have obtained and provide to Net Minds true and correct copies of all copyrights, all Book Team Member Services Agreements, and any other rights that are necessary for the exercise the rights granted under this Agreement;
      5. Neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction;
      6. Other than as stated in this Agreement, you will not write or publish, or cause to be written or published, any other edition of the Work or any literary work of a similar character or title that may interfere with Net Minds’ publication of the Work; and
      7. No submitted Work shall advocate or condone violence against another person, whether or not the other party is a willing participant, illegal activities;
      8. No submitted Work shall contain images or illustrations depicting individuals perpetrating graphic violence upon another individual or individuals;
      9. No submitted Work shall contain graphic images of nudity (either photographic or illustrated) or persons involved in sex acts, and does not include children or underage minors engaged in sexual situations.  Author acknowledges and agrees that fine art books that contain nudity may be accepted on a case by case basis at the sole discretion of Net Minds and/or its retail partners.
      10. Author has not assigned, pledged, or encumbered rights in any Works submitted to Net Minds, nor have you entered into any agreement which would conflict with the rights granted to Net Minds herein;
      11. To the fullest extent permitted by applicable law, you will indemnify, defend and hold Net Minds, its officers, directors, employees, affiliates, subcontractors, sub-licensees (including any remote sub-licensees) and assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys' fees) that arises the publication of Author’s eBook or from any breach of Author’s representations, warranties or obligations set forth in this Agreement.
    9. Ownership and Control of Work.  Subject to the authorizations you grant to us under this Agreement, as between Net Minds and Author, Author shall retain all ownership rights in and to the copyrights and all other rights and interest in and to the Work; as between Author and any Team Member, the terms of the applicable Book Team Member Services Agreement shall control.
    10. Relationship with Team Members, Vendor Group.
      1. Author acknowledges that Service Providers and Vendor Group will establish their own terms and conditions for engagement and agrees to abide by the terms or conditions imposed by any Services Provider engaged as a Team Member or Vendor Group providing services in support of or relation to the use of the Site, whether a Service Provider is recommended by Net Minds and whether the relevant members(s) of the Vendor Group is/are selected by You or by Net Minds, including, but not limited to, payment of all amounts when due, and compliance with the Services Provider's and Vendor Group’s rules and restrictions regarding availability and use of products, or services. You understand that any violation of any such Services Provider's or Vendor Group’s conditions may result in cancellation of Your right to further use of this Site.
      2. Author agrees that Net Minds will not be liable for any injury, loss, claim, damage, or any special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including, but not limited to lost profits or lost savings), whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with the performance or non performance of any Services Provider or member of the Vendor Group, including, but not limited to, non performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation, even if we have been advised of the possibility of any such damages. In the event of non performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation of a Services Provider or member of the Vendor Group, You agree that Your sole recourse shall be toward such Services Provider or member of the Vendor Group and not toward us.
  4. General Acknowledgments, Representations, Warranties and Agreements. You acknowledge, represent, warrant and agree as follows with respect to your use of the Site and any Work to which you contribute pursuant to the terms of this Agreement, an Author Agreement Addendum and/or a Book Team Member Services Agreement:
    1. No Grant of Rights.  This Agreement does not grant any user of this Site, any Author or any Team Member any license or other rights to any intellectual property or technology owned or operated by Net Minds, including, without limitation, any trademarks or trade names.
    2. Original Work; Nature of Work.
      1. The Work You submit for publication shall be Your original work and shall not contain, in whole or in part, works originated by a third party without permission in writing from such third person, nor shall it violate any third party’s copyright or other intellectual property and proprietary rights, including without limitation rights of publicity. You acknowledge and agree that it is each Author’s and Team Member’s responsibility to secure and provide to Net Minds permissions to third party materials incorporated into a Work prior to the time Author submits such Work to Net Minds if any material from the work belongs to, or has been licensed to, someone else;
      2. Any such Work submitted to Net Minds is not a public domain work, does not include word-for-word scrapes or a compilation from Wikipedia or other public domain, government or commercial services;
      3. Such Work has not heretofore been published in whole or part and You have not entered into or become subject to any contract, agreement or understanding that would interfere with the rights granted in this Agreement;
      4. You shall not upload, post or otherwise transmit to Net Minds any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or harmful to minors;
    3. Authority.  You have the full right, power, and authority to enter into this Agreement and to grant the rights granted to Net Minds herein.  You must be at least 18 years of age to enter into this agreement.  This Site may not be used by any person under the age of 18 even with written parental consent.
    4. No Screening; Independent Contractors.
      1. Each Service Provider and Author are independent contractors and responsible solely for the performance of services as set forth in this Agreement and any applicable Author Agreement Addendum and/or Book Team Member Services Agreement.  No Member of this Site, including without limitation any Author or Service Provider, nor their owners, operators, contractors, and employees, shall be an employee, partner, agent or legal representative of Net Minds for any purpose nor have any authority to act for, bind or commit Net Minds.
      2. You acknowledge that the Authors and Service Providers listed on the Site as part of the Net Minds community have not necessarily been screened by Net Minds and therefore Net Minds assumes no responsibility for the work of and services provided by such Authors and Service Providers.  The information that we disclose regarding each Service Provider is based on the information provided to us by the Service Provider and evaluations by our Authors.  The information our Service Providers provide will not be verified by us and we cannot guarantee that all such information is accurate, complete or correct, nor can we be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any (temporary and/or partial) breakdown, repair, upgrade or maintenance of our website or otherwise), inaccurate, misleading or untrue information or non-delivery of information. Each Service Provider remains responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including the rates and availability) provided. Service Providers offered through this Site do not constitute and should not be regarded as a recommendation or endorsement by us of (the quality, service level or rating of) any Service Provider made available.  The Author and each Team Member is individually responsible for conducting its own satisfactory diligence before entering into any Book Team Member Services Agreement.
      3. If Net Minds decides to provide ratings of the Service Providers by the Authors, Net Minds shall take no responsibility for the accuracy of Service Provider ratings provided by our Authors.  Service Provider ratings by our Authors may or may not be reflective of the experience You would have with a Service Provider.
    5. Rights of Removal and Cancellation.  Net Minds reserves the right to remove any Author or Service Provider listed in this website in Net Minds’ sole and absolute discretion.  Net Minds reserves the right in its sole and absolute discretion to cancel this agreement with You at any time for violation of these terms and conditions of this Agreement.
    6. Audit Rights.   Each Author and Team Member shall have the right to audit any and all reports that pertain to any effective Author Agreement Addendum or Book Team Member Services Agreement, respectively, once every twelve (12) months. Author or Team Member may, upon no less than thirty (30) business day’s prior written notice to Net Minds, cause a reputable certified public accountant, knowledgeable in such matters to inspect the records of Net Minds directly related to the requesting party’s rights under such agreements and this Agreement. Any audit shall be conducted at the location at which Net Minds maintains the relevant documents, during normal business hours in such manner as to cause minimal disruption of Net Minds day-to-day business, subject to oversight by Net Minds personnel (including without limitation Net Minds counsel or accountants).  Audits shall be restricted to documents less than twelve (12) months old and shall not entitle the auditing party to remove documents or copy documents not directly related to the requesting party.  The fees charged by such auditor in connection with the inspection will be paid by the requesting Author or Team Member.
  5. Confidentiality Agreement.  Members may receive from time to time information that is confidential and proprietary from Net Minds or from parties acting on behalf of Net Minds, including, without limitation pricing terms and CoreSource fees for services by a vendor to Net Minds (collectively, the “Confidential Information”).  The Members agree not to disclose to any third parties any such Confidential Information received from or on behalf of Net Minds and shall protect the Confidential Information against unauthorized use or disclosure with at least the same degree of care as the receiving party normally exercises to protect its own information of like character and importance, but in no event less than reasonable care or such higher standard of care as is justified by the facts and circumstances of the disclosure. The Members agree not to use any Confidential Information received from Net Minds for any purpose other than performance under this Agreement and any Agreements executed via this Site incorporating this Agreement by reference. The Members acknowledge and agree that Net Minds’ remedy at law for any actual or threatened breach of this provision would be inadequate and that Net Minds shall be entitled to specific performance or injunctive relief, or both, in addition to any damages otherwise recoverable in law. In the event the Member is required by law, regulation or court order to disclose any of the Confidential Information, the receiving party will promptly notify Net Minds in writing prior to making any such disclosure in order to allow the Net Minds or its vendor to seek a protective order or other appropriate remedy from the proper authority. The Member will reasonably cooperate with the Net Minds and/or its vendor in seeking such order or other remedy or in defining the scope of any required disclosure. In the event that the receiving party is required to make a disclosure of Confidential Information, the receiving party shall limit the scope of such disclosure to include only that information which is the minimum information that the receiving party is legally required to disclose. The confidentiality provisions of this Section will not apply to information that (a) is not in fact kept as confidential by the vendor which supplies the CoreSource Services, (b) was known to the receiving party prior to its disclosure by the disclosing party, or is received by the receiving party, other than from a source that the receiving party knows or reasonably should know is subject to a confidentiality agreement with the disclosing party, (c) is developed by the receiving party independently of its disclosure by the disclosing party, without use of the confidential or proprietary information, by one or more person(s) who do not have access to the confidential or proprietary information, or (d) is, or becomes other than by reason of a breach of this Agreement, generally known to the public.
  6. Trademark Notice. “Net Minds” and Netminds.com are service marks of Net Minds. Other product and company names identified on this Site may be the name, trademark, trade name, service mark, logo, symbol or other proprietary designation of Net Minds or a third-party. The use on this Site of any name, trade name, trademark, service mark, logo, symbol or other proprietary designation or marking of or belonging to any third-party, and the request for services from such third-party through this Site, should not be construed as an endorsement or sponsorship of this Site by any such third-party or an endorsement of such third party by this Site.
  7. Copyright Notice. You, the User, acknowledge that all content included on this Site, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material (collectively, "Content") and the arrangement and compilation of the Content are intellectual property and copyrighted works of Net Minds or its licensors or suppliers (including without limitation the Vendor Group) or, as applicable, the Authors or Service Providers. Reproduction or storage of Content or works retrieved from this Site, in all forms, media and technologies now existing or hereafter developed, is prohibited and is subject to the U.S. Copyright Act of 1976, Title 17 of the United States Code, or other applicable laws, and all applicable international copyright treaties and conventions, including without limitation, the Berne Convention and the Universal Copyright Convention.
  8. Copyright Violations. Net Minds takes claims of infringement seriously and may take immediate action upon notice from someone claiming to be an infringed party. Generally, upon receipt of a written notice from a party infringed or defamed by Author’s material (or someone purporting to be his agent, publisher, attorney in fact or assignee), Net Minds will cause Author’s work to cease publication and reserves the right to remove any and all information about the Author, the Author’s Work or the publisher from the Site.
    In the event any party wishes to assert a claim that any material on this site violates their rights under the United States copyright laws, pursuant to the Digital Millennium Copyright Act, the designated agent to receive notice of such violations is:
    Andrew Garroni
    Net Minds Corporation
    Email:  [email protected]
    Fax: (415) 723-7599
    Such notice must comply with the requirements of the Digital Millennium Copyright Act.
  9. Privacy Policy. You confirm that you have read our Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable and satisfactory to You. You consent to the use of Your personal information by Net Minds and/or its distributors in accordance with the terms of and for the purposes set forth in the Privacy Policy. To the extent permitted by law, Net Minds makes no representation or warranty with regard to the sufficiency of the security measures used for data handling and storage. Net Minds will not be responsible for any actual or consequential damages that result from a lapse in compliance with the Privacy Policy because of a security breach or technical malfunction.
  10. User Comments, Feedback, and Other Submissions. All comments, feedback, suggestions and ideas disclosed, submitted or offered to Net Minds in connection with Your use of this Site (collectively, "Comments"), shall be and remain the exclusive property of Net Minds and may be used by Net Minds in any medium in accordance with our Privacy Policy and You agree to execute any documents that may be necessary for such an assignment of rights. By providing Your Comments to Net Minds, Author is indicating Your consent to Net Minds’ use of Your Comments. For example, Your Comments could be used on this Site and in radio, television, and print advertisements. Your first name, first initial of Your last name, and town and state may be used with any Comments You submit. The information and opinions expressed in Comments on this Site are not necessarily those of Net Minds or its content providers, advertisers, sponsors, affiliated or related entities, and Net Minds makes no representations or warranties regarding any Comment. Net Minds does not represent or guarantee the truthfulness, accuracy, or reliability of any Comments or whether the Comments violate the rights of others. You acknowledge that any reliance on material posted by other Users will be at Your own risk. Net Minds is not under any obligation to maintain Your Comments (and the use of Your first name and first initial of Your last name with any Comments) in confidence, to pay to You any compensation for any Comments submitted, or to respond to any of Your Comments. You agree You will be solely responsible for the content of any Comments You make.
  11. Links to Other Web Sites and Services. To the extent this Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. Net Minds does not monitor or control the linked sites and makes no representations regarding, and is not liable or responsible for the accuracy, completeness, timeliness, reliability, or availability of any of the content upload, displayed, or distributed, or products or services available at these sites.
  12. Modification/Termination of Usage. Net Minds reserves the right, in its sole discretion, to modify, suspend, or terminate this Site and/or any portion thereof, including any service available through the Site, and/or Your profile, Account password, or use of the Site, or any portion thereof, at any time for any reason with or without notice to You. In the event of termination, You will still be bound by Your obligations under this Agreement and any additional terms or agreements entered by you via this Site (including without limitation any and all Author Agreement Addendum(s) and/or a Book Team Member Services Agreement(s)), including the warranties made by You, and by the disclaimers and limitations of liability included herein and therein. Additionally, Net Minds shall not be liable to You or any third-party for any termination of Your access to this Site.
  13. Disclaimer of Warranties and Limitations on Liabilities, Remedies.
    1. NO WARRANTY. ALL CONTENT, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTAINED WITHIN OR AVAILABLE THROUGH THIS SITE ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. NET MINDS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE, NET MINDS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR INFORMATIONAL CONTENT. NET MINDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THIS SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE AND/OR ITS SERVERS WILL BE FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS. NET MINDS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY MATERIAL OF ANY KIND CONTAINED WITHIN THIS SITE FOR ANY PURPOSE, INCLUDING SOFTWARE, PRODUCTS, SERVICES, INFORMATION, TEXT AND RELATED GRAPHICS CONTENT. NET MINDS IS NOT RESPONSIBLE FOR ANY FAILURES CAUSED BY SERVER ERRORS, MISDIRECTED OR REDIRECTED TRANSMISSIONS, FAILED INTERNET CONNECTIONS, INTERRUPTIONS IN THE TRANSMISSION OR RECEIPT OF TICKET ORDERS OR, ANY COMPUTER VIRUS OR OTHER TECHNICAL DEFECT, WHETHER HUMAN OR TECHNICAL IN NATURE.
    2. LIMITATIONS OF LIABILITY.
      1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NET MINDS, INCLUDING ITS RESPECTIVE OFFICERS, EMPLOYEES, REPRESENTATIVES, SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS ENGAGED BY NET MINDS TO BE INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SITE AND ITS CONTENTS (COLLECTIVELY THE "COVERED PARTIES"), BE LIABLE TO ANY PERSON OR ENTITY WHATSOEVER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: (I) LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES; (II) YOUR INABILITY TO USE, UNAUTHORIZED USE OF, PERFORMANCE OR NON-PERFORMANCE OF THE SITE; (III) UNAUTHORIZED ACCESS TO OR TAMPERING WITH YOUR PERSONAL INFORMATION OR TRANSMISSIONS; (IV) THE PROVISION OR FAILURE TO PROVIDE ANY SERVICE; (V) ERRORS OR INACCURACIES CONTAINED ON THE SITE OR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS OBTAINED THROUGH THE SITE; (VI) ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE; (VII) ANY PROPERTY DAMAGE INCLUDING DAMAGE TO YOUR COMPUTER OR COMPUTER SYSTEM CAUSED BY VIRUSES OR OTHER HARMFUL COMPONENTS, DURING OR ON ACCOUNT OF ACCESS TO OR USE OF THIS SITE OR ANY SITE TO WHICH IT PROVIDES HYPERLINKS; OR (VIII) DAMAGES OTHERWISE ARISING OUT OF THE USE OF THE SITE, ANY DELAY OR INABILITY TO USE THE SITE, OR ANY INFORMATION, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SITE. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A COVERED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION OF LIABILITY SHALL APPLY WITHOUT LIMITATION TO ALL CLAIMS ARISING FROM OR IN RELATION TO THIS AGREEMENT OR ANY OTHER AGREEMENT(S) ENTERED INTO VIA THE SITE IN RELATION TO A WORK, INCLUDING WITHOUT LIMITATION ANY AUTHOR AGREEMENT ADDENDUM AND/OR BOOK TEAM MEMBER SERVICES AGREEMENT.
      2. THE COVERED PARTIES DO NOT ASSUME LIABILITY FOR ANY INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF AN AUTHOR OR A SERVICES PROVIDER, INCLUDING, WITHOUT LIMITATION, AN ACT OF NEGLIGENCE OR THE DEFAULT OF AN AUTHOR OR SERVICES PROVIDER. FURTHER AND TO THE EXTENT PERMITTED BY LAW, NO RESPONSIBILITIES ARE ACCEPTED FOR ANY DAMAGE AND/OR DELAY DUE TO SICKNESS, PILFERAGE, LABOR DISPUTES, BANKRUPTCY, MACHINERY BREAKDOWN, QUARANTINE, GOVERNMENT RESTRAINTS, WEATHER, TERRORISM OR CAUSES BEYOND THE COVERED PARTIES' CONTROL. NO RESPONSIBILITY IS ACCEPTED FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, FAILURE TO MAKE CONNECTIONS, RE-ROUTING OR ACTS OF ANY GOVERNMENTAL AUTHORITY.
    3. No Covered Party shall be responsible for any Author’s or Service Provider's breach of any warranty including, but not limited to, implied warranties of fitness for a particular purpose or of merchantability, nor shall any Covered Party be responsible for any other wrongdoing of an Author or Services Provider (including any liability in tort), as to any products and/or services available through or Work developed through this Site. No Covered Party shall be responsible for any Author’s or Service Provider's failure to comply with this Agreement nor for any Author’s or Services Provider's failure to comply with applicable federal, state, provincial and local law.
    4. Remedies.  You agree that money damages will be Your sole remedy for breach of this Agreement, and that You shall not be entitled to any equitable remedy, including but not limited to rescission.  You further agree that the rights granted to Net Minds hereunder are of a unique nature the loss of which could not be compensated solely by money damages and that in the event of Your breach or threatened breach, notwithstanding any other provision of this Agreement, Net Minds shall be entitled to pursue injunctive relief in any court of competent jurisdiction.
  14. Indemnification.
    You agree to defend and indemnify Net Minds and the other Covered Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature (including but not limited to reasonable legal and accounting fees), (i) brought by or arising in relation to an action brought You or on behalf of You; or (ii) brought by or arising in relation to a complaint or action by one or more third parties as a result of:
    1. Your breach of this Agreement or any other agreements entered into via the Site in relation to a Work, including without limitation any Author Agreement Addendum and/or Book Team Member Services Agreement;
    2. Your violation of any law or the rights of a third party in relation to a Work; or
    3. Your use of this Site in violation of this Agreement.
  15. Miscellaneous.
    1. Captions. The captions in this Agreement are only for convenience, and do not, in any way, limit or otherwise define the terms and provisions of this Agreement.
    2. Amendment.  We reserve the right to modify, revise or update this Agreement from time to time by updating this posting. Your continued use of this Site will be subject to the terms of this Agreement in effect at the time of Your use. Your continued use of the Site after the posting of such revisions constitutes your acceptance of the revised version of this Agreement.  You should review this Agreement each time you access the Site, as this Agreement is a legal contract binding on You.  Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located elsewhere on this Site, which will be reasonably flagged to obtain Your attention. This Agreement may not be amended by You, except in writing signed by Net Minds.
    3. Severability   If any provision of this Agreement is held invalid, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.
    4. Waiver. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision.
    5. Assignment.   No Member may assign any of his/her rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Net Minds in its sole discretion, andany purported assignment in the absence of such consent hereunder shall be void and not relieve the Member of its obligations hereunder until such time Net Minds provides such consent.  In the event of a sale, merger or acquisition, Net Minds may assign any of its rights and obligations under this Agreement without consent.
    6. Successors and Assigns.  Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
    7. Arbitration/Choice of Law.
      1. This agreement will be governed by the laws of the State of California without reference to rules governing choice of laws. 
      2. Any dispute pertaining to this Agreement shall be resolved by arbitration before a single arbitrator, selected in the sole discretion of Net Minds subject to any disclosed conflicts of interest by the opposing party, who shall conduct his or her arbitration proceedings in Los Angeles, California. The arbitration shall be administered by either the American Arbitration Association or JAMS in accordance with its Commercial Arbitration Rules or equivalent rules, as applicable, and Author and Net Minds shall equally divide the arbitrator's fees and the administrative costs. Judgment on the arbitrator's award may be entered in, and enforced by, any court of competent jurisdiction. The prevailing party shall be entitled to be reimbursed reasonable attorney's fees and costs; if there is not a single prevailing party, the arbitrator shall determine proportional success of claims and be entitled (but not required) to award to such fees and costs. 
      3. To the extent permitted by applicable law, any claim or cause of action by You, on your behalf or by a third party arising from or relating to Your use of this Site and/or this Agreement must be brought within one (1) year from the date on which such claim or action arose or accrued.
    8. Entire Agreement.  This Agreement, together with any Author Agreement Addendums and Book Team Member Services Agreements to which You are a party and in effect from time to time, constitutes the entire agreement between Net Minds and You with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter except as cited above (including terms and conditions relating to the use of the Site that were displayed on this Site before), and does not confer upon any other person other than the parties any rights or remedies.
    9. Survival.  All provisions of this Agreement that by their nature should survive termination of this Agreement shall do so, including without limitation Sections 3(e)(iv), (3(f)(iv)-(v), 3(h)(xi), 3(i), 3(j)(ii), 4(a) and Sections 5-15.
    10. Notices.  Notices given by a party under this Agreement must be in writing and delivered (i) if by Net Minds to you, via email to the email address You have provided to Net Minds, or (ii) if by you to Net Minds Corporation, via email to [email protected]. Notices will be effective and deemed received on the first business day following the date the email was transmitted. To the extent that we need to contact You, You agree that we may do so via any electronic means, including but not limited to communications posted on this Site or electronic mail.