NovelNetwork® Author Member Program
Terms and Conditions
Adventures by the Book, LLC, dba NovelNetwork®, (“NovelNetwork®”) operates www.novelnetwork.com (“Website”) and the NovelNetwork® Author Member Program (“Member Program”). Any reference to NovelNetwork® includes any and all affiliates, successors, assigns, and respective officers, directors, agents, representatives, and employees of NovelNetwork®.
The following terms and conditions and the NovelNetwork® Terms of Use, Privacy Policy, and any other policies published on Website, if applicable and as amended from time to time, (collectively “Agreement”) is incorporated by reference herein and governs the access to and use of Website and Member Program by eligible author members, as defined herein (each “Member”).
YOU, THE MEMBER, MUST READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING WEBSITE AND MEMBER PROGRAM, INCLUDING ANY CONTENT, PRODUCTS, OR SERVICES PROVIDED ON WEBSITE AND THROUGH RELATED CHANNELS SUCH AS EMAIL. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NOVELNETWORK® AND CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. YOU, OR ON BEHALF OF AN ENTITY WHERE YOU HAVE PROPER AUTHORITY, REPRESENT, ACCEPT, AND AGREE TO COMPLY WITH AND BE BOUND BY THIS AGREEMENT. ADDITIONALLY, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT UNDER APPLICABLE LAWS AND REGULATIONS. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MUST EITHER BE AN EMANCIPATED MINOR OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND MUST BE FULLY ABLE AND COMPETENT TO ENTER INTO, ABIDE BY, AND COMPLY WITH THIS AGREEMENT UNDER APPLICABLE LAWS AND REGULATIONS.
IF YOU DO NOT AGREE WITH THIS AGREEMENT IN FULL, YOU MAY NOT, UNDER ANY CIRCUMSTANCES, ACCESS OR USE WEBSITE OR MEMBER PROGRAM. YOU ACKNOWLEDGE AND CONFIRM THAT YOU UNDERSTAND AND ACCEPT THIS AGREEMENT BY CLICKING THE CHECKBOX “I agree to the NovelNetwork® Terms of Use” ON THE MEMBERSHIP CHECKOUT PAGE.
MEMBERSHIP REQUIREMENTS AND BENEFITS
Member must register for and maintain a password-protected account and author profile (“Member Account”) to join and participate in Member Program and receive and access certain benefits as specified on and provided through Website, including access to NovelNetwork® qualified book clubs and the ability to book in-person or Skype author visits and speaking engagements (collectively “Membership”). NovelNetwork® may add new or modify current Membership benefits as provided on Website or through related channels such as email, at any time for any reason in its sole discretion without notice to Member. Any and all Membership benefit modifications will be updated on Website and shall go into effect immediately upon posting.
Member must satisfy at least one of the following criteria to be eligible for Membership:
- Member’s book has been published by a traditional publishing house;
- Member’s book has earned a major award (such as a One Book type program selection); and/or
- Member has independently published a book that has sold over 5,000 print copies.
If Member is unsure of his/her eligibility or whether he/she satisfies the above criteria, or would like to request for an exception, Member is advised to contact NovelNetwork® directly on Website. NovelNetwork® will only grant exceptions to Members who provide compelling written evidence to support such request. NovelNetwork® reserves the right to refuse, suspend, or permanently terminate Membership, and any associated accounts, if it determines that Member is ineligible for Membership at any time, pursuant to the terms herein.
Annual Membership fees for different Membership levels are listed on Website and does not include applicable taxes; such fees may be subject to taxation in accordance with applicable federal or state law. NovelNetwork® may modify Membership fees at any time for any reason in its sole discretion without notice to Member. Any and all Membership fee modifications will be updated on Website and shall go into effect immediately upon posting but will only apply to new and renewing Memberships made thereafter. Membership fees are non-refundable and will not be prorated for any early terminations of Membership unless otherwise provided herein or agreed to by NovelNetwork® in its sole discretion.
MEMBER ACCOUNT
To register for Member Account, Member must create a user name and password and submit, maintain, and update complete and accurate user information in his/her author profile at all times. Member Account must be active and current at the time of Member’s access to and use of Membership, including appearing at any author visits or speaking engagements.
NovelNetwork® does not screen, verify, and is not responsible for the accuracy of any information provided by Member and is not liable for any complaints by book clubs or book club members and any notices that he/she does not receive as a result of outdated, incorrect, or incomplete contact information. Member can modify and update his/her user information and author profile associated with an existing Member Account on Website or by contacting NovelNetwork® directly on Website.
Member is solely responsible for all activity on, and for securing and maintaining the confidentiality of, Member Account, including his/her user name and password, and restricting access to Member Account by others. Should there be a breach of security or an unauthorized use of Member Account, Member must notify NovelNetwork® immediately and he/she will be liable for any and all losses resulting from any such breach or unauthorized use. Member may not transfer or assign Member Account to any other person or entity.
PAYMENT METHOD
Member is required to provide a valid credit card or other payment method and correlating billing information in his/her Member Account on Website and he/she authorizes NovelNetwork® to store such financial information. Member is solely responsible for the accuracy and completeness of any financial information and NovelNetwork® is not liable for any loss suffered as a result of incorrect financial information provided by him/her.
Member authorizes NovelNetwork® to charge his/her credit card or other payment method provided in Member Account for any charges, including Membership fees, as they become due and payable. If NovelNetwork® is unable to collect any amounts due using the credit card or other payment method provided in Member Account, Member authorizes NovelNetwork® to charge any other payment methods available on Member Account, if any. Should there be any payment processing errors, NovelNetwork® will take necessary steps to rectify such error that it becomes aware of, including crediting or debiting, as appropriate, the same payment method used to reflect the correct amount to be charged.
Member agrees to any NovelNetwork® payment and billing policies applicable to such payment. Member is responsible for all fees or penalties associated with insufficient funds, bounced checks, declined credit cards, or any other fees or penalties resulting from his/her payment made on or through, and in connection with, Website or Membership. NovelNetwork® reserves the right to permanently terminate Membership, and any associated accounts, if any payment is declined, unpaid, or uncollectible.
MEMBERSHIP TERM AND TERMINATION
Memberships will automatically renew each year for an additional year beginning on the day after the current Membership ends. Membership fees will be billed annually and automatically approximately 1 month prior to the current Membership expiration date to the credit card or other payment method provided in Member Account. Membership will not automatically renew if: (1) Member has expressly elected to opt-out of automatic renewal on Website through his/her Member Account or by contacting NovelNetwork® directly on Website; (2) Member renews and pays Membership fee prior to the scheduled automatic renewal payment date; or (3) Membership is terminated pursuant to the terms herein.
Member may cancel Membership at any time for any reason by contacting NovelNetwork® directly on Website.
NovelNetwork® is not obligated to provide, or continue to provide, Membership to Member. NovelNetwork® may refuse, suspend, or permanently terminate Membership, and any associated accounts, at any time for any reason in its sole discretion without notice to Member, including without limitation, for the following reasons: (1) any violation of this Agreement or applicable law or regulation by Member; (2) Member no longer satisfies required Membership eligibility criteria; (3) if NovelNetwork® believes that Member’s continued access to and use of Membership would result in actual or suspected violation of this Agreement or applicable law or regulation or be harmful to NovelNetwork® or the interests of other members, Website users, and other third-party individuals and entities; (4) any information related to Member is outdated, incorrect, incomplete, invalid, or fraudulent, and is not cured within 30 days of any change, or discovery of such change, to Member’s information, if applicable and able; (5) report by a book club or the book club members of violation of any terms and conditions of an author visit or speaking engagement; or (6) any other causes or conditions that NovelNetwork® deems, in its sole discretion, is a valid cause for refusal, suspension, or permanent termination.
Member shall not be entitled to any refunds or proration of any pre-paid fees, including Membership fees, if Membership is terminated prior to its expiration date for any reason. However, if Member terminates his/her membership, Member may receive, at the sole discretion of NovelNetwork®, a full refund of Membership fees paid for a new or renewed Membership if terminated within 3 days of the date payment is made, whether by manual or automatic payment of such fees. Member will not be entitled to any payments for, or any refunds, reimbursements, or relief from payment of any fees or costs related to, confirmed author visits or speaking engagements scheduled during suspension or after the date of termination of Membership and may be subject to booking cancellation penalties pursuant to the terms herein unless otherwise provided in this Agreement or agreed to by NovelNetwork® in its sole discretion.
In the event of any permanent termination of Membership, and any associated accounts, NovelNetwork® may immediately deactivate and delete any and all connected user information. Member shall no longer access or use Membership, including scheduling or booking any future author visits or speaking engagements with book clubs, effective immediately on the date of termination unless otherwise agreed to by NovelNetwork® in its sole discretion. NovelNetwork® shall not be liable to Member or any other person for the refusal, suspension, or permanent termination of Membership, and any associated accounts, and the deactivation and deletion of connected user information, if any.
MEMBERSHIP CONDITIONS AND RESTRICTIONS ON USE
Subject to this Agreement, NovelNetwork® grants Member a non-exclusive and non-transferable revocable license to access and use Membership and such access and use is solely for individual use.
Member shall abide by this Agreement and with all applicable laws and regulations while accessing and using Membership, participating in Member Program activities and events, including author visits and speaking engagements, and interacting with book clubs, book club members, other Members, and other third-party individuals and entities. Member may only access and use Membership for lawful and intended purposes and shall not engage in any activity or conduct which would violate this Agreement and any applicable laws and regulations. Prohibited activity or conduct, or assisting others in such activity or conduct, includes the following: (1) any illegal, fraudulent, harmful, abusive, threatening, obscene, defamatory, or libelous activity; (2) intent to misrepresent, falsify, omit, or delete information; (3) attempts to impersonate any person or entity or intent to disguise Member’s or others’ identity or contact information; (4) violations of personal privacy of and/or victimizes, harasses, humiliates, or intimidates others; (5) infringement or misappropriation of intellectual property, as defined herein; (6) unauthorized disclosure of confidential or insider information; (7) creation of, or attempts to create, a similar or competitive website, content, product, or service through the access to and use of Membership; (8) bypassing the measures NovelNetwork® may use to prevent or restrict access to Website or Member Accounts; or (9) implementation of any viruses or other programs that disrupts or interferes with the access to or use of Website or Member Accounts by NovelNetwork® or others or intercepts or steals data or information.
Member is solely responsible and accepts all liability for his/her own acts, omissions, or conduct while: (1) accessing and using Membership; (2) registering for and maintaining Member Account, including submission of incorrect or incomplete, or failure to maintain current, information on Website; (3) creating, uploading, posting, submitting, transmitting, displaying, or otherwise providing content, information, or data on and to Website, which may be done so unencrypted and over various networks; (4) participating in Member Program activities and events, including author visits and speaking engagements; and (5) interacting with book clubs, book club members, other Members, and other third-party individuals and entities as related to the access to and use of Membership.
AUTHOR BOOKING AND FEES
The NovelNetwork® author directory is exclusive to NovelNetwork® registered and affiliated authors only and can only be accessed by qualified book clubs and registered book club members. Certain in-person or Skype author visits or speaking engagements may be limited to and restricted by Member’s Membership level.
All author visit and speaking engagement bookings must be made on Website and will be charged a booking fee based on the number of members in a book club (“Booking Fee”). NovelNetwork® charges a service fee as consideration for the use of Website for author visit and speaking engagement bookings (“Service Fee”). Service Fee shall be a percentage of Booking Fee received from book clubs and will be displayed and automatically be deducted at the time of booking on Website. All applicable Booking and Service Fees are listed on Website and NovelNetwork® reserves the right to modify such Fees at any time for any reason in its sole discretion without notice to Member. Any and all Booking and Service Fee modifications will be updated on Website and shall go into effect immediately upon posting but will only apply to new bookings made thereafter.
NovelNetwork® shall facilitate payments of Booking Fee collected from book clubs and acts as a temporary payment collection agent for the limited purpose of accepting payments on behalf of Member for author visits and speaking engagements. Once payment is received and accepted, NovelNetwork® shall remit the funds, minus Service Fee, to Member. Payment on Website shall be considered the same as payment made directly to Member by a book club. NovelNetwork® only guarantees payments to Member for such amounts that have been successfully received from a book club and may refund the book club if the situation requires pursuant to the terms herein. NovelNetwork® does not collect or accept any other fees or costs related to booking except for Booking Fees unless otherwise provided on Website or permitted by NovelNetwork®.
Upon receipt of a booking confirmation from NovelNetwork®, a legally binding agreement is formed between Member, the book club, and the book club members. All parties are solely responsible for managing such booking and related transactions, including communicating with each other, confirming and settling any related fees and costs such as rental fees, travel expenses, etc., if any, handling any modifications to the booking, and resolving any disputes that may arise. NovelNetwork® is not a party to or participant in, and is not liable for, such booking arrangement or agreement and any and all related transactions.
AUTHOR VISIT BOOKINGS AND TERMS
The following restrictions and guidelines apply to all author visits and speaking engagements: (1) book clubs and all book club members guarantee a clean and safe environment for in-person author visits and speaking engagements and must be free of any unsanitary or unsafe conditions; (2) the event venue must have reasonable and adequate accommodations for Member, including a parking space, technology and A/V resources, etc., as needed and requested by him/her; (3) Member and all attending book club members are not currently, and have not been, involved in any illegal or unsafe conduct or in violation of any of the terms herein, if applicable; (4) book clubs and book club members agree to limit all author visits to no longer than 2 hours and shall not request that Member extend the visit under any circumstances; and (5) additional and repeat author visits or speaking engagements shall be considered to be separate visits and each shall require a separate booking on Website. Other supplemental terms and conditions relevant and specific to a particular author visit or speaking engagement may apply at the option of and agreed to by the parties.
Member agrees to only contact, communicate with, schedule, book, and confirm any and all author visits and speaking engagements with book clubs and book club members on Website and never offline. Any violation of this provision may result in immediate and permanent termination of Membership, and any associated accounts, pursuant to the terms herein.
BOOKING CANCELLATIONS
Either Member or the book club may cancel a confirmed booking pursuant to the terms herein and supplemental terms agreed to between the parties, if any. The canceling party shall, in good faith, reschedule the visit as soon as possible to a future date within a reasonable time frame agreeable to the parties.
If Member or a book club cancels a confirmed booking with at least 14-days notice to the other party, and the author visit or speaking engagement cannot be rescheduled to a future date within a reasonable time frame agreeable to the parties, the book club shall receive a full refund of Booking Fee at no penalty. If the book club cancels a confirmed booking with less than 14-days notice to Member, and the author visit or speaking engagement cannot be rescheduled to a future date within a reasonable time frame agreeable to the parties, Booking Fee shall be non-refundable and Member may receive a reasonable inconvenience fee for such cancellation as determined at the sole discretion of NovelNetwork®. If Member cancels a confirmed booking with less than 14-days notice to the book club, and the author visit or speaking engagement cannot be rescheduled to a future date within a reasonable time frame agreeable to the parties, the book club shall receive a full refund of Booking Fee and Member may be subject to and charged an additional cancellation penalty of up to 50% of Booking Fee as determined at the sole discretion of NovelNetwork®. NovelNetwork® reserves the right to make any modifications to the booking cancellation terms herein on a case-by-case basis.
NovelNetwork® is not responsible for any fees or costs made for or related to a booking that was not paid for on or through Website and will not provide refunds, reimbursements, or relief for such fees or costs when a confirmed booking is canceled. Member and the book club are solely responsible for all fees or costs made for or related to an author visit or speaking engagement, such as venue rental fees, security deposits, and travel expenses.
NovelNetwork® reserves the right, in its sole discretion, to terminate Membership, and any associated accounts, for what it deems as an excessive number of cancellations of confirmed bookings.
INTELLECTUAL PROPERTY
NovelNetwork® is the sole owner with all title and interest in Website and Member Program and any and all intellectual property, as defined herein, related to such. NovelNetwork® reserves all rights in and to any and all intellectual property. Any rights, licenses, and transfers of ownership, if any, may only be expressly granted pursuant to a written agreement and never by implication. If any intellectual property right vests in Member, his/her representatives, or in an entity he/she represents, Member hereby, and causes any such representatives or entity to, irrevocably and completely assign and transfer all such right, title, and interest to NovelNetwork® without royalty or any other consideration.
Intellectual property includes: (1) all trademarks, trade dress, and service and design marks, including domain names, logos, slogans, and uniform resource locators; (2) all trade secrets including business practices, operations, applications, techniques, processes, procedures, methods, know-how, ideas, research and development, business and marketing plans and proposals, financials, pricing, costs, member lists, author lists, customer lists, vendor lists, supplier lists, hardware, software, systems, technical data, source codes, formulas, specifications, and drawings; (3) all patents and pending patents; (4) all works of authorship and copyrightable works; and (5) any and all inventions and improvements regardless of status, condition, and patentability.
Intellectual property also includes any and all work product, goodwill, applications and registrations, renewals, reissuances, extensions, modifications, improvements, additions, derivative works, and all related documents and matters.
Member may not use, sell, license, transfer, remove, alter, duplicate, translate, reverse engineer, reproduce, distribute, transmit, obscure, commercially exploit or take any other action regarding Website or Member Program and any intellectual property, proprietary marks, or rights notices incorporated in or accompanying Website and Member Program, in whole or in part, without express prior written consent from NovelNetwork®.
Member-Submitted Content
Member may choose to, or NovelNetwork® may invite Member to, create, upload, post, submit, transmit, display, or otherwise provide content, including text, photos, audio, video, or other materials, information, or data on and to Website (“Member Content”). Member shall grant NovelNetwork® a non-exclusive, worldwide, royalty-fee, irrevocable, perpetual (or for the term of the protection), sub-licensable, and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote NovelNetwork®, Website, and Member Program, in any media or platform. Unless Member provides specific consent, NovelNetwork® does not claim any ownership rights in any Member Content and nothing in this Agreement will be deemed to restrict any rights that Member may have to use or exploit his/her Member Content.
Member is solely responsible for all Member Content and represents and warrants that he/she either is the sole and exclusive owner of all Member Content provided on Website or he/she has all the rights, licenses, consents, and releases necessary to grant NovelNetwork® the necessary license to Member Content as contemplated under this Agreement. Member will not create, upload, post, submit, transmit, display, or otherwise provide Member Content that: (1) is fraudulent, false, misleading, or deceptive, either directly or by omission; (2) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (3) is defamatory, libelous, obscene, pornographic, vulgar, or offensive; (4) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (5) is violent or threatening or promotes violence or actions that are threatening to any other member or Website user; (6) promotes illegal or harmful activities or substances; (7) is intended to spam or is an unauthorized commercial communication and promotion; or (8) violates this Agreement, other NovelNetwork® policies, or applicable law or regulation. NovelNetwork® may, without prior notice, remove or disable access to any Member Content that NovelNetwork® determines, in its sole discretion, violates this provision or otherwise may be harmful or objectionable to NovelNetwork®, other members, Website users, and other third-party individuals and entities.
Additionally, Member may choose to, or NovelNetwork® may invite Member to, submit feedback, suggestions, or comments (“Feedback”) regarding access to and use of Membership. When Member provides Feedback, he/she agrees that such disclosure is truthful, gratuitous, unsolicited, and without restriction and he/she hereby assigns and transfers all rights to Feedback and related information to use in any manner NovelNetwork® decides in its sole discretion and pursuant to applicable law and regulation, including screening, modification, deletion, disclosure, or loss of such Feedback. Because Feedback is non-confidential and non-proprietary, Member should not submit any information or ideas considered to be confidential or proprietary unless he/she expressly waives his/her right to confidentiality or proprietary protections.
Member hereby waives and releases NovelNetwork® any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Membership and submission of any Member Content that includes Member’s name, image, persona, or likeness.
PRIVACY POLICY
NovelNetwork® requires Member to submit certain information, including personal, contact, and billing information on Website when accessing and using Membership. By submitting such information, Member agrees to let NovelNetwork® contact him/her and share such information as needed and related to his/her access and use of Membership, including any and all disclosures, notices, and other communications that may be legally required or for marketing or other business-related purposes. NovelNetwork® reserves the right to determine how and when NovelNetwork® provides notifications to Member, provided that he/she may opt out of certain notifications as permitted and applicable by law.
NovelNetwork® collects, uses, and discloses Member’s information according to the NovelNetwork® Privacy Policy, as amended from time to time. For more information, please refer to the NovelNetwork® Privacy Policy.
DISCLAIMER OF WARRANTIES
NovelNetwork® does not make any warranties, representations, or promises, and Member does not rely on any such warranties, representations, or promises, other than what is provided in this Agreement when accessing or using Website or Membership, including Member Program activities and events such author visits and speaking engagements. NovelNetwork® expressly disclaims all warranties, representations, and promises, express or implied, including warranties of merchantability, fitness for a particular purpose, and workmanlike quality with respect to Website, Membership, and any content, products, or services provided or facilitated on Website and through related channels such as email. Specifically, NovelNetwork® makes no warranty that: (1) Website or Membership will meet any specific requirements, including any Member Program activities or events; (2) Website or Membership will be uninterrupted, timely, secure, or error-free; or (3) the quality of Website, Membership, and any content, products, or services provided or facilitated on Website or through related channels such as email, including Member Program activities and events, will meet Member’s expectations. Website and Membership are provided “as-is” and “as available” and Member accesses and uses Website and Membership at his/her own discretion and risk.
NovelNetwork® has implemented physical and technical measures commercially reasonable and necessary to secure Member’s personal information from accidental loss and unauthorized access, use, alteration, disclosure, or destruction. However, NovelNetwork® cannot guarantee that these safeguards are absolutely secure and that any unauthorized third parties will not be able to defeat such measures and access Member Accounts or use Member’s personal information for improper purposes including unauthorized access, misuse, alteration, disclosure, or destruction by third parties. NovelNetwork® is not liable for any interruptions, errors, omissions, or vulnerabilities beyond its control. Member acknowledges that he/she provides personal information at his/her own risk and is solely responsible and liable for any data breaches resulting in the theft and misappropriation of such information.
NovelNetwork® controls and operates Website and Membership from facilities in the United States. NovelNetwork® makes no representations that Website or Membership is appropriate or available for use in other locations. If Member accesses or uses Website and Membership from other jurisdictions, he/she does so at his/her own volition and is entirely responsible for compliance with local law, including but not limited to, import and export regulations. Unless otherwise explicitly stated, all content, products, and services provided on Website, and through related channels such as email, are solely directed to individuals and entities located in the United States.
To the extent NovelNetwork® cannot disclaim any warranty, representation, or promise as a matter of law, the scope and duration of such shall be the minimum permissible under applicable law and regulation.
INSURANCE COVERAGE
NovelNetwork® does not provide and will not maintain any forms of insurance or liability coverage or protection for or on behalf of Member. Member, at his/her sole discretion, cost, and expense, may acquire insurance as applicable and if deemed necessary, including general liability insurance for in-person author visits and speaking engagements.
RELEASE OF LIABILITY
NovelNetwork® provides a neutral online platform connecting Members with qualified book clubs and acts solely as a facilitator. Except to collect payment of certain fees and distribute funds to the appropriate party, as specified in this Agreement, and offer certain Membership benefits, as provided on Website, NovelNetwork® is in no way involved in, does not have any control over, and does not interact with Members, book clubs, and book club members regarding any Member Program activities or events, including author visits and speaking engagements. Members, book clubs, and book club members are solely responsible for the planning, scheduling, booking, and management of such activities and events. Moreover, NovelNetwork® is not a party or participant in any contractual relationship by or between Members, book clubs, and book club members related to Member Program or otherwise.
THUS, NOTWITHSTANDING ITS APPOINTMENT AS A TEMPORARY PAYMENT COLLECTION AGENT FOR THE LIMITED PURPOSE OF ACCEPTING PAYMENTS FROM BOOK CLUBS OR BOOK CLUB MEMBERS ON BEHALF OF MEMBER, NOVELNETWORK® EXPLICITLY DISCLAIMS AL LIABILITY FOR ANY ACT OR OMISSION OF ANY MEMBER OR OTHER THIRD PARTY. NOVELNETWORK® DOES NOT HAVE ANY DUTIES OR OBLIGATIONS AS SUCH AGENT EXCEPT AS EXPRESSLY SET FORTH HEREIN AND ANY ADDITIONAL DUTIES OR OBLIGATIONS AS MAY BE IMPLIED BY LAW ARE EXPRESSLY EXCLUDED.
NOVELNETWORK® IS NOT LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY AND ALL SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL INJURIES OR DAMAGES, ARISING FROM OR RELATED TO THIS AGREEMENT AND MEMBER’S ACCESS TO AND USE OF MEMBERSHIP, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, LOSS OR CORRUPTION OF DATA, PROFITS, OR OPPORTUNITIES, AND CLAIMS BY ANY THIRD PARTY. NOVELNETWORK® IS NOT LIABLE FOR ANY FAILURE OR DELAY OF THIS AGREEMENT DUE TO MATTERS BEYOND ITS REASONABLE CONTROL, INCLUDING FORCE MAJEURE. THIS APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
UNDER NO CIRCUMSTANCES WILL NOVELNETWORK® BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO, USE OF, ALTERATION TO, DISCLOSURE OF, OR DESTRUCTION TO WEBSITE, MEMBER ACCOUNTS, OR THE INFORMATION AND DATA SUBMITTED BY MEMBER AND CONTAINED THEREIN. ADDITIONALLY, NOVELNETWORK® SHALL NOT BE RESPONSIBLE FOR ANY INACCURATE, DEFAMATORY, OFFENSIVE, INDECENT, OR OBJECTIONABLE CONTENT OR INFORMATION CREATED, UPLOADED, POSTED, SUBMITTED, TRANSMITTED, DISPLAYED, OR OTHERWISE PROVIDED BY MEMBER, OTHER MEMBERS, BOOK CLUBS, BOOK CLUB MEMBERS, OR NON-MEMBER USERS AND THIRD PARTIES ON WEBSITE AND ANY ALLEGED DAMAGES RESULTING FROM SUCH CONTENT.
BY ACCESSING AND USING MEMBERSHIP, MEMBER AGREES NOT TO SUE OR INSTITUTE ANY CAUSE OF ACTION OR ANY LEGAL PROCEEDING AGAINST NOVELNETWORK®. THE SOLE RECOURSE AVAILABLE TO MEMBER, OR MEMBER’S BENEFICIARIES OR LEGAL REPRESENTATIVES, SHALL BE TERMINATION OF MEMBER’S MEMBERSHIP WITH NOVELNETWORK®. IN NO EVENT SHALL ANY OF NOVELNETWORK® LIABILITY RELATED TO THIS AGREEMENT AND MEMBER’S ACCESS TO AND USE OF MEMBERSHIP EXCEED THE FEES PAID BY BOOK CLUB OR MEMBER TO NOVELNETWORK® DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM OR EVENT GIVING RISE TO SUCH LIABILITY.
IF MEMBER IS A CALIFORNIA USER, MEMBER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE FOREGOING SHALL APPLY TO THE FULLEST EXTENT PERMITTED, AND SHALL NOT APPLY TO THE EXTENT PROHIBITED, BY APPLICABLE LAW OR REGULATION.
INDEMNIFICATION
Member agrees to release, indemnify, defend, protect, compensate, and reimburse NovelNetwork® and holds NovelNetwork® harmless from and against any and all claims, damages, losses, costs, fees (including reasonable attorneys’ fees), liabilities, or injuries suffered arising out of, or relating to, this Agreement and Member’s access and use of Membership, including Member’s general misconduct and unlawful behavior and transactions and interactions on Website or offline with other individuals and entities, to the fullest extent provided by applicable law and regulation. This includes Member’s breach of any warranty, representation, covenant, or other provision of this Agreement, violation of applicable laws or regulations, negligent, willful, or fraudulent acts or omissions, and any content created, uploaded, posted, submitted, transmitted, displayed, or otherwise provided on Website or in connection with Membership.
NovelNetwork® will promptly notify Member of any claim for indemnification and Member agrees to cooperate with NovelNetwork® in the defense of such claims. NovelNetwork® reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this provision and Member shall not settle any such claim or matter without the advance written consent of NovelNetwork®.
All provisions of this Agreement regarding indemnification shall survive termination of Membership and this Agreement. The foregoing shall not apply to the extent prohibited by applicable law or regulation.
DISPUTE RESOLUTION
Any dispute, controversy, or claim between Member and NovelNetwork® arising out of or relating to this Agreement shall be reported to NovelNetwork® by contacting NovelNetwork® directly on Website. NovelNetwork® will try to promptly and amicably resolve any disputes.
If NovelNetwork® is unable to resolve the dispute, such dispute shall be settled by final and binding arbitration in San Diego County in the State of California before a single arbitrator in an individual capacity as permitted by applicable law.
MEMBER HEREBY ACKNOWLEDGES AND AGREES THAT HE/SHE IS WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES AND EXPRESSLY ACKNOWLEDGES THAT HE/SHE HAS READ AND UNDERSTANDS THE TERMS OF THIS SECTION AND CONSENTS TO RESOLVING DISPUTES WITH NOVELNETWORK® ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.
The parties must agree on the arbitrator and the rules and procedures of arbitration. If the parties are unable to agree within 15 days, arbitration shall be administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules, then in effect. Judgment on the award outcome and award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The award shall determine the prevailing party, allocate all or part of the legal costs including the arbitrator fees and reasonable attorneys’ fees of the prevailing party, and require payment by the non-prevailing party. The foregoing shall not preclude NovelNetwork® from seeking injunctive relief in state or federal courts to protect respective intellectual property rights.
GOVERNING LAW
This Agreement, and the respective rights and obligations of the parties hereunder, shall be governed by, and construed in accordance with, the laws of the State of California, without regard to conflict of law principles.
MODIFICATIONS
This Agreement is effective as of the date indicated herein. NovelNetwork® reserves the right to and may update or amend the provisions of this Agreement at any time, from time to time, without notice to Member. NovelNetwork® will reflect any and all modifications to this Agreement by indicating herein the date it was last revised and post the updated or amended Agreement on Website. Any such update or amendment shall go into effect immediately upon posting on Website unless otherwise provided. The current version of this Agreement shall apply on the date Member accesses and uses Membership but shall only apply to information collected thereafter. Member’s continued access to and use of Membership after an update or amendment is made to this Agreement and posted on Website constitutes his/her acknowledgment and acceptance of such update or modification and consents to abide by and be bound by the updated or amended Agreement.
If Member does not agree to any of the current or future provisions of this Agreement, he/she shall not access or use, or continue to access or use, Membership.
GENERAL
This Agreement, except as it may be supplemented by additional terms and conditions, policies and procedures, standards, and guidelines, including all documents identified and referenced herein, constitutes the entire understanding and agreement between Member and NovelNetwork® with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, inducements, or conditions, express or implied, written or oral, between the parties, preceding the effective date herein. If any part, term, or provision of this Agreement are held to be invalid, illegal, unenforceable, or in conflict with any valid controlling law in any respect, the remaining terms and provisions shall continue in full force and effect without being impaired or invalidated in any way. If applicable, such part, term, or provision shall be modified and interpreted which most closely approximates the original intent and purpose of such. Failure or delay, at any time, to enforce any term or condition of or to exercise any right or remedy under this Agreement shall not be construed to be a waiver of the right to enforce or exercise such term, condition, right, or remedy. A waiver of any one term, condition, right, or remedy of this Agreement or any breach shall not constitute a permanent waiver of such term, condition, right, or remedy or any subsequent breach thereof in the future. Section headings are strictly for reference and convenience and shall not be used in any way to restrict the meaning or interpretation of the substantive language of the terms. The content contained in this Agreement are applicable to the singular and the plural forms, and to the masculine and feminine usage of gender, of such terms. Under no circumstances shall Member look to NovelNetwork® as his/her partner, joint venturer, agent, legal representative, employer, or other fiduciary relationship. Member shall not act as, or hold him or herself out as, an agent or other authority figure for or on behalf of, represent, or bind NovelNetwork® in any manner, or make any statements, representations, or commitments of any kind, or to take any action, that will be binding on NovelNetwork®. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Member, but may be transferred and assigned by NovelNetwork® without restriction. This Agreement shall be binding upon, and for the benefit of, Member and NovelNetwork® as well as the successors, assigns, subcontractors, executors, heirs, administrators, and other representatives of Member or NovelNetwork®.
CONTACT
NovelNetwork® cannot guarantee receipt of any email sent to NovelNetwork® until and unless Member receives a written email response from NovelNetwork® or a representative of NovelNetwork® confirming such receipt. NovelNetwork® is not liable for any correspondence, mail, or email that is lost, delayed, or misdirected.
If Member has any questions regarding these Terms, he/she may contact NovelNetwork® directly on Website.
This Agreement was last modified on, and effective, as of November 1, 2017.