PublishPal Terms of Service

PUBLISHPAL® TERMS OF SERVICE

By your use of any portion of the PublishPal Website Management Service ("PublishPal") and payment of applicable fees if any, you are a "Subscriber" of PublishPal and agree with these Terms of Service ("TOS"). PublishPal is owned by Etronica Inc. PublishPal operates and stores data on the computer servers of Etronica or Etronica subcontractors.

Definitions.
1. "You" or "your" refer to Subscriber and Subscriber employees, agents, representatives, systems administrators, affiliates, subsidiaries, subcontractors, licensors, licensees, or any third party authorized by Subscriber to use or access PublishPal. "Our", "we" or "us" refer to Etronica Inc.
2. Your "Subscription" refers to your use of PublishPal pursuant to these TOS.
3. "Your Website" refers to your website hosted on PublishPal.
4. "User" or "Users" refer to your customers or otherwise members of the general public who visit or use Your Website but who are not your employees, agents, representatives or system administrators.
5. "Public Website" and "Domain" refer respectively to the portion of Your Website, and its Internet domain name (sometimes referred to as World Wide Web URL or Universal Resource Locator) that you make accessible to your Users.
6. "Dashboard" refers to the portion of Your Website that we provide you and not your Users for the purposes of designing, maintaining and managing Your Website.
7. "Content" collectively refers to any information, data, documents, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), messages and other communications, software, music, sound, photographs, graphics and video that are uploaded or caused to be uploaded onto, or downloaded or caused to be downloaded from, Your Website by you or your Users.
8. "Work Order and Fees Schedule" refers to a document agreed upon by you that sets forth your Subscription scope of work and fees.
Rights and Responsibilities.
1. Use of PublishPal. Subject to these TOS, you are subscribing to use and we will provide you with the use of those portions of PublishPal to manage Your Website. You acquire no ownership of PublishPal and no right to use PublishPal beyond these TOS.
2. Limits of Use. At our sole discretion we may establish or revise limits concerning your use of PublishPal including without limitation establishing the maximum amount of (a) Content storage space you may use on Your Website at any time, and (b) bandwidth you may consume by Your Website in a given period of time. We will notify you in writing at least thirty (30) days prior to establishing or revising these limits. In addition, we may limit at its sole discretion and without notice to you the volume of e-mail forwarding or file downloading from Your Website by you or your Users in response to activity such as spamming or hosting a publicly accessible exchange of data files.
3. Acceptable Use Policy. You shall comply with our Acceptable Use Policy ("AUP") as set forth below and as updated at our sole discretion from time to time and posted. Upon our notification of any changes, you shall promptly check on PublishPal for updates to the AUP . We may require your explicit acceptance of such updated AUP as a condition of your continued use of Your Website. Your Public Website must have an acceptable use policy posted that complies with PublishPal requirements. You shall promptly post on your Public Website your current acceptable use policy and require your Users to accept it as a condition of their initial and continued use of your Public Website.
4. Privacy Policy. We shall comply with our Privacy Policy, and as updated at our sole discretion at any time and from time to time. Upon our notification, you shall promptly check your PublishPal Dashboard for updates to the Privacy Policy, and we may require your explicit acceptance of such updated Privacy Policy as a condition of your continued use of Your Website. Your Public Website must have a Privacy Policy posted that complies with PublishPal requirements. You shall promptly post on your Public Website your current Privacy Policy and require your Users to accept it as a condition of their initial and continued use of your Public Website.
5. Outside Resources. At our sole discretion and at any time without prior notice we may, but shall have no obligation to, add to or remove from the PublishPal Dashboard links to third-party Internet websites or resources that provide content, advertising, products, services or other materials that are not directly under our control (collectively, "Outside Resources"). We do not endorse any Outside Resources, nor shall it be responsible or liable for their availability.
6. Setup. Implementation. Customization. Training. Updates. Upgrades. Downgrades. Technical Support. We will determine at our sole discretion the content, timeliness, frequency and cost of any updates, upgrades or downgrades of PublishPal, and give you 30-day advance written notice of the release and cost of such updates, upgrades or downgrades. We will make reasonable commercial efforts to correct those bugs, defects or errors that at our sole discretion have a material effect on the access to or operation of PublishPal. Unless otherwise agreed to, we will provide you with setup, implementation, customization, training, and technical support services on the use of PublishPal in a manner, frequency and timeliness chosen at our sole discretion. We will not support or train for third-party products or services chosen by you including, but not limited to, telecommunications, access to the Internet, web browsers, Internet service providers, applications service providers, applications software, networking, operating systems and computer hardware.
7. Proprietary Rights. Your Website PublishPal and our website at the primary domain etronica.com and all secondary level domains thereof, contain proprietary and confidential information that are protected by trademark, copyright or other intellectual property laws and international treaty provisions. Neither party shall disclose such information to any third party without the other party prior written consent. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively, "Marks") of each party are and shall remain the exclusive property of that party and nothing in these TOS shall grant either party the right to right or license to use the other party Marks.
8. Domain Registrations and DNS Transfer. We are not a registrar of Internet domains. You shall be solely responsible for the registration of, and the initial and renewal payments for, your Domain from a third-party accredited by the Internet Corporation for Assigned Names and Numbers (ICANN) to register domains. You shall promptly cooperate with us in changing your Domain domain name servers (DNS) as may be required by our Internet servers. We will not host or manage email for your Domain.
9. SSL Certificate. If your Website requires secure e-commerce transactions, your PublishPal subscription will include use of our secure.publishpal.com website SSL certificate.
10. Store. If you use PublishPal to create and maintain an interactive online store on your Public Website for the sale of goods and services, including event registrations, ("Store") you will be solely responsible for all goods and services offered at and sold through your Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store. You shall display in your Store your contact information, including but not limited to your organization name, address, telephone number, fax number, and email address, and you shall update such information to keep it true, accurate, current, and complete at all times.
11. Payment Processor. We are not a credit card payment processor and do not set up or maintain credit card merchant accounts. You shall be responsible for setting up, and for the initial and renewal payments for, a credit card merchant account that is compatible with the credit card payment processor used by PublishPal ("Payment Processor"), and you shall be responsible for setting up, and for the initial and renewal payments for, an account with the Payment Processor. You shall promptly cooperate with us in creating your account with the Payment Processor and establishing and testing the connection between Your Website and the Payment Processor. You shall be responsible for all the payment of all periodic and transaction fees charged by your credit card merchant account and your account with the Payment Processor.
12. Your Terms of Use for Your Users. You are free to determine the terms of service for the use of Your Website except that such terms of service may not violate or conflict with these TOS or AUP.
13. Access to Your Website. We and our subcontractors will make reasonable commercial efforts in good faith to ensure that your website is available for your and your Users' use on a 24x7 basis, except that Your Website may be unavailable for use from time to time for any reason, including without limitation, interruption due to network connectivity, network and server outages, and backup and regular maintenance by us or our subcontractors. We will make best efforts to conduct regular maintenance and backups at times other than standard business hours. To use Your Website, you and your Users are responsible at your or your Users' own expense to acquire access to the World Wide Web, including any services, equipment and access devices necessary to make such access to the World Wide Web. We may specify from time to time the version(s) of related products (e.g., Internet browsers) required to use PublishPal.
14. Your Registration Obligations. You shall provide true, accurate, current and complete information about you in the required fields as prompted by any PublishPal registration forms ("Registration Data"), and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that are untrue, inaccurate, not current or incomplete, and we notify you of such breach, you must cure such breach within five days of receiving notice. If you do not cure the breach within five days of receiving our notice, or if your Registration Data constitutes or encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law, we may immediately suspend or terminate Your Website and refuse you and your Users' any and all current or future use of PublishPal, your Website or any portion thereof.
15. Your Responsibilities for Use of Your Website. You shall be solely responsible for your and your Users' acts and/or omissions in connection with use of Your Website, and that such use complies with any and all applicable local, national and international laws, rules and regulations and does not violate any third party rights.
16. Customer Service. You shall be solely responsible for handling all inquiries for service related to Your Website that you receive from anyone including your Users, credit card companies, credit card merchant account bank and the Payment Processor. Said inquiries for service include all matters related to your Store including but not limited to shipments, returns, refunds, credits, disputes, fraud and general customer service questions.
17. Modifications to PublishPal or These TOS. We at our sole discretion may at any time and from time to time modify (a) these TOS, AUP or Privacy Policy, or (b) PublishPal or any part thereof. We will notify you in writing at least thirty (30) days before any such modifications take effect. Your continued use of PublishPal after any such modifications take effect shall constitute your acceptance of such modifications. If you do not agree to such modifications, you may cease all use of PublishPal. SUCH CESSATION WILL BE YOUR EXCLUSIVE REMEDY IF YOU DO NOT WISH TO ACCEPT SUCH MODIFICATIONS.
Fees. Payment Terms. Billing Disputes. Taxes.
1. General. You agree to the fees and payment terms set forth in your Work Order and Fee Schedule. All fees are payable in US dollars. You are responsible for all transmission fees, currency translation fees, wire and bank fees chargeable by or deducted from remittances by any bank, including the transmitting, intermediary or recipient bank. Any undisputed payment or part of a payment that is not paid when due shall bear interest at the rate of 1.5% per month, or at the highest rate permitted by law, whichever is less, from its due date until paid. You shall pay the unpaid interest for any unpaid payments that were disputed but subsequently determined to be in our favor.
2. Payment By Credit Card. Your monthly subscription fee must be paid by credit card. You must give us a valid credit card number and advise us at once if the card expires, you close the account or your billing address changes, or if the card is cancelled and replaced owing to loss or theft. You must notify us in writing within 15 days after receiving your credit card statement if you dispute any of our charges on that statement or such dispute will be deemed waived.
3. Taxes. You are responsible for and shall pay any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility or other taxes, fees or charges now in force or enacted in the future, that arise from or as a result of your Subscription. Such amounts are in addition to the fees set forth in your Work Order and Fee Schedule and will be billed to your account. If you are exempt from payment of such taxes, you will provide us with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such tax exemption certificate.
Term and Termination.
1. Term. The length of the Term of your Subscription is monthly ("Term Length"). The Term begins on the date that we make Your Website accessible to you. Your first Term is pro-rated so that it ends on the last day of the first calendar month of your Subscription. Subsequent Terms automatically renew for a full calendar month, on the first day of each month, without further action by you unless you give us or we give you written notice of non-renewal at least 10 days before the end of the month in which the notice is given.
2. Termination By Us. Upon reasonable written notice to you under the circumstances, we at our sole discretion with or without cause may (a) discontinue PublishPal or any part thereof, or (b) suspend or terminate your Subscription, except that we shall not be obligated to provide with you advance notice if you (i) do not pay your fees within 10 days of when they are due, or (ii) engage in any conduct that we reasonably believe at our sole and absolute discretion (x) violates the letter or spirit of any term or provision of these TOS or AUP, (y) violates our rights or the rights of third parties, or (z) is otherwise inappropriate for continued access to and use of PublishPal. Upon termination we may delete all Content and bar your use of Your Website. We shall not be liable to you or any third-party for any termination of your or your Users' use of Your Website.
3. Fees Upon Termination of Subscription. Expiration of the Term or termination of these TOS or your Subscription does not excuse you from paying all unpaid, accrued charges due in relation to your Subscription , and for charges incurred by us owing to your non-payment such as (but not limited to) collection costs and attorney fees. You shall not be liable for any charges you dispute unless the dispute is resolved in our favor.
  1. Upon Termination by You. All fees are non-refundable in whole or in part if you terminate your Subscription prior to the end of its then current calendar month, meaning that if you terminate your Subscription prior to the end of the calendar month you will be responsible for the full month charges to the end of the current month.
  2. Upon Termination by Us. If we discontinue PublishPal or some part thereof, or terminate your Subscription without a stated reason, you will only be responsible for fees accrued through the date of termination, including a pro-rated portion of the final Term fees. If we terminate your Subscription for any stated reason, including without limitation your violation of these TOS or AUP or your or your Users' improper use of PublishPal or Your Website, you will be responsible for the full Term charges to the end of the then current Term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable. If we terminate your Subscription because your credit card was declined, charges were reversed or otherwise non-payment, you are fully liable to us for all charges accrued before termination.
4. Survival Upon Termination. Sections 2.7, 2.17, 4, 6 and 7 of these TOS shall survive the termination of your Subscription.
Disclaimer of Warranties; Indemnity; LIMITATION OF LIABILITY.
1. Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
  1. YOUR USE OF PUBLISHPAL AND YOUR WEBSITE IS AT YOUR SOLE RISK. PUBLISHPAL IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TOS, PUBLISHPAL OR YOUR WEBSITE INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
  2. WE AND OUR SUPPLIERS MAKE NO WARRANTY THAT (i) PUBLISHPAL OR YOUR WEBSITE WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS; (ii) THE OPERATION OF PUBLISHPAL, PUBLISHPAL OUTSIDE RESOURCES, THE PAYMENT PROCESSOR OR YOUR WEBSITE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, OR ERROR-FREE; (iii) OUR SECURITY MEASURES AND PRACTICES WILL PROTECT YOUR WEBSITE FROM UNAUTHORIZED ACCESS, INTRUSIONS, TAMPERING OR OTHER SECURITY BREACHES; (iv) ALTHOUGH PUBLISHPAL IS GENERALLY ACCESSIBLE WORLDWIDE, ACCESS TO YOUR WEBSITE WILL BE AVAILABLE TO ALL PERSONS OR IN ALL LOCATIONS; (v) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PUBLISHPAL, PUBLISHPAL OUTSIDE RESOURCES, THE PAYMENT PROCESSOR OR YOUR WEBSITE WILL BE ACCURATE OR RELIABLE; (vi) WE WILL CORRECT ALL BUGS, DEFECTS, OR ERRORS IN PUBLISHPAL, OR OTHERWISE SUPPORT OR MAINTAIN PUBLISHPAL; OR (vii) THE QUALITY OF ANY PRODUCT, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU OR YOUR USERS THROUGH PUBLISHPAL, PUBLISHPAL OUTSIDE RESOURCES OR THE PAYMENT PROCESSOR WILL MEET YOUR EXPECTATIONS.
  3. WE EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR OR YOUR USERS' USE OF PUBLISHPAL OR OF YOUR WEBSITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF PUBLISHPAL OR YOUR WEBSITE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
  4. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF PUBLISHPAL OR YOUR WEBSITE IS DOWNLOADED OR OBTAINED AT YOUR OR YOUR USERS' OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR YOUR USERS' COMPUTERS SYSTEMS OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
  5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR YOUR USERS FROM US OR THROUGH OR FROM PUBLISHPAL OR YOUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TOS.
2. Representations and Warranties. You represent that, to the best of your knowledge and belief, your use of PublishPal or your Content does not directly or indirectly infringe the legal rights of a third party or violate any law or regulation. You further represent and warrant that you have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at your Store, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store; (b) to copy and display the materials used or displayed at the Store; and (c) to provide for credit card payment and delivery of goods or services as specified at the Store.
3. Indemnity. You shall fully indemnify, defend and hold us harmless, our affiliates, subsidiaries, licensors, licensees and subcontractors, and our and their directors, officers, agents and employees (collectively, "Indemnitees"), from any and all claims or demands, (including fines, penalties, costs, damages or reasonable attorneys' fees) made by any third party for errors, omissions or any other actions arising out of or related to your or your Users' use of PublishPal or Your Website; your or your Users' placement or transmission of Content through PublishPal or Your Website; your or your Users' violation of any term of these TOS; or your or your Users' violation of our or other parties' proprietary rights including those related to your Domain.
4. Limitation of Liability.
  1. WE AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR OR YOUR USERS' USE OR INABILITY TO USE PUBLISHPAL OR YOUR WEBSITE; (ii) MODIFICATION, SUSPENSION, DISCONTINUANCE, ACCESS DELAYS, ACCESS INTERRUPTIONS, OR INTERRUPTION OF PUBLISHPAL, PUBLISHPAL OUTSIDE RESOURCES, THE PAYMENT PROCESSOR OR YOUR WEBSITE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM PUBLISHPAL, PUBLISHPAL OUTSIDE RESOURCES, THE PAYMENT PROCESSOR OR YOUR WEBSITE; (iv) UNAUTHORIZED ACCESS TO YOUR WEBSITE, OR ANY OTHER BREACHES OF PRIVACY OR OF PUBLISHPAL'S OR YOUR WEBSITE'S SECURITY MECHANISMS; (v) NON-DELIVERY, MIS-DELIVERY, DELAY, DELETION, CORRUPTION, DESTRUCTION, UNAVAILABILITY, ALTERATION OR TAMPERING OF, OR FAILURE TO STORE OR BACKUP CONTENT; (vi) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON YOUR WEBSITE; (vii) EVENTS BEYOND OUR REASONABLE CONTROL; (viii) DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON, OR GOODS OR SERVICES AVAILABLE ON OR THROUGH PUBLISHPAL OUTSIDE RESOURCES OR PAYMENT PROCESSOR; OR (ix) ANY OTHER MATTER RELATING TO PUBLISHPAL OR YOUR WEBSITE.
  2. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT PAID IN SUBSCRIPTION FEES BY YOU TO US, TO A MAXIMUM AMOUNT EQUAL TO SIX (6) MONTHS OF SUBSCRIPTION FEES.
5. Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 5.1 AND 5.4 MAY NOT APPLY TO YOU.
Dispute Resolution
1. Arbitration. In the event of any dispute or disagreement with respect to the validity, construction or performance of these TOS, the dispute or disagreement will be resolved by arbitration under the rules then in effect of the American Arbitration Association. Such arbitration shall be held in Los Angeles, California, before a single arbitrator. The decision of the arbitrator shall be conclusive, binding and final and may be enforced in any court of competent jurisdiction.
2. Cost of Dispute Resolution. If either party commences any action or proceeding against the other party to enforce these TOS, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding and in connection with enforcing any judgment or order thereby obtained. In the case of arbitration, the parties shall initially share the cost of arbitration, but the prevailing party shall be entitled, in addition to any rights and remedies that it may have, to an award of the costs of arbitration from the losing party. The costs of arbitration shall include the costs of transcripts and other expenses of the arbitration proceedings, actual attorney fees, and any expert fees.
General.
1. Notices. Notices to you may be made via either e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for us. We may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you generally on PublishPal. If you provide notice to us, such notice shall be sent to: Etronica Inc., 15332 Antioch Street, #438 , Pacific Palisades, CA 90272; Fax: (310) 496-2972.
2. Governing Law and Jurisdiction. Except as otherwise provided herein, these TOS shall be governed by the laws of the State of California without regard to its conflict of law provisions. Except as otherwise provided in these TOS, you and us agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Los Angeles , California .
3. Force Majeure. Neither party shall be liable for any delay or failure to perform hereunder due to floods, riots, strikes, freight embargoes, acts of God, acts of war or hostilities of any nature, laws or regulations of any government (whether foreign or domestic, federal, state, county or municipal) or any other similar cause beyond the reasonable control of the party affected. A party relying on such an event to excuse its performance hereunder shall immediately notify the other party in writing of the nature of that event and the prospects for that party future performance and shall thereafter, while that event continues, respond promptly and fully in writing to all requests for information from the other party relating to that event and those prospects.
4. Waiver and Amendments. The delay or failure by either party to exercise or enforce any of its rights under these TOS shall not constitute or be deemed a waiver of that party right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Except as specifically provided here, no amendment or waiver of any provision of these TOS shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.
5. Severability. Should any provision of these TOS be invalid, illegal or unenforceable in any respect, such provision shall be severed and the parties specifically intend that the remaining provisions shall continue as valid, legal and enforceable, and these provisions shall be integrated and interpreted in such a way as to give them maximum enforceability and validity under the applicable law, while retaining the original intent of the parties with respect to such provisions.
6. Entire Agreement. These TOS constitutes the entire agreement between you and us and governs your use of PublishPal, superceding any prior agreements between you and us (including, but not limited to, any prior versions of these TOS) with respect to their subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate or other of our services, third-party content or third-party software.
7. Compliance With Laws. The parties shall comply with all laws and regulations applicable to the installation, use, import, or export of technology as pertains to these TOS. Subscriber shall not knowingly transfer, either directly or indirectly, PublishPal or Your Website or any product or part thereof, process or service which is a direct product of PublishPal or Your Website to (i) any nation, or its nationals, listed in the United States Export Administration Regulations, 15 C.F.R. Parts 730-799 (including all amendments), without the prior written authorization of the U.S. Office of Export Licensing, or (ii) any party not entitled to use the PublishPal or Your Website under these TOS, without our prior written consent.
8. Disclaimer of Agency. These TOS shall not make either party the legal representative or agent of the other, nor shall either party have the right or authority to assume, create or incur any liability or any obligation of any kind, expressed or implied, against, or in the name of or on behalf of the other party.
9. Publicity. Neither party shall make or authorize any news release, advertisement or other written disclosure to any third party concerning these TOS or the other party without the prior written consent of the other party.
10. Intellectual Property Rights. These TOS do not limit any rights that we may have under trade secret, copyright, patent, trademark or other laws.
11. One-Year Limitation. You must file any claim or cause of action arising out of or related to these TOS within one (1) year after such claim or cause of action arose or be forever barred.
12. Titles. The section titles in these TOS are for convenience only and have no legal or contractual effect.
13. Assignees. These TOS will inure to our benefit of the benefit of our successors and assigns.

PUBLISHPAL ACCEPTABLE USE POLICY

Subject to the Terms of Service. This Acceptable Use Policy ("AUP") is subject to the terms and conditions of, the Terms of Service that governs your PublishPal Subscription ("TOS") .
Prohibited Uses. You shall not use PublishPal or Your Website to participate in any communication or use of material of any kind when the transmission, receipt or possession of such communication or material would constitute or encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law.
Content.
1. "Content" collectively refers to any information, data, documents, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), messages and other communications, software, music, sound, photographs, graphics and video that are uploaded or caused to be uploaded onto, or downloaded or caused to be downloaded from, Your Website by you or your Users.
2. By submitting Content to Your Website, you warrant that:
  1. you are the owner of such Content, or have been granted all the rights necessary from the owner of such Content to submit such Content to Your Website, and
  2. the use of such Content by your Users will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party or any law or regulation.
3. You shall not use Your Website to:
  1. upload or otherwise transmit any Content or domain name that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, any our representative, or misrepresent your affiliation with any person or entity;
  4. forge headers or otherwise manipulate identifiers to disguise the origin of any Content transmitted through Your Website;
  5. upload or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  6. upload or otherwise transmit any Content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;
  7. upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation, except in those areas of PublishPal that may be designated for such purpose;
  8. upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. interfere with or disrupt PublishPal or servers or networks used by PublishPal;
  10. violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange, and laws regarding the export of technical data;
  11. incite or provide instructional information about illegal activities; or
  12. conduct raffles, contests, lotteries or sweepstakes, except in those areas of PublishPal that may be designated for such purpose.
4. We do not pre-screen Content, but we and our agents shall have the right (but not the obligation) in our sole discretion to refuse or remove any Content from Your Website that violate either the TOS ort this AUP or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Spam. You may not use Your Website nor allow your Users to use your Public Website to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, 'junk email,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to Your Website, or any other business, product or service, and may not use Your Website as the return address on any unsolicited communication. Without limitation, you and your Users may not use services like the 'Invite Others to This Site' feature of PublishPal to send e-mail communications to a prospective User unless you or your Users have a reasonable basis to believe that the recipient will want to become a User. We encourage you and your Users to help us enforce this policy. To report a violation, contact us at abuse@etronica.com. We will cooperate with legal authorities in releasing information about PublishPal subscribers and their Users who violate our anti-spam policy.
Privacy. Your use of Your Website is subject to our Privacy Policy and you consent to the use of your information in accordance with such privacy statement. You will not participate in or facilitate any breach of the PublishPal Privacy Policy.
No Resale, Etc. of PublishPal. You shall not copy, sell, resell, rent or sublicense (including offering PublishPal to third parties on an applications service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of PublishPal, use of PublishPal, or access to PublishPal. Such restrictions do not apply to the Content on Your Website or fees you may charge your Users to use your Public Website.
Unauthorized Access. You and your Users shall not attempt to access or use any other of our systems, programs or data that are not made explicitly available for your use or the use of the Users. You agree not to access or use nor allow others to access or use Your Website by any means other than through the interface that is provided by us for using Your Website.

Last updated December 23, 2005