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All information, services and materials available at this web site or from this organization or company or london journals press or london journals press inc. (us) are provided "as is" without any warranties of any kind, either express or implied, and london journals press disclaims all warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property or arising from a course of dealing, usage or trade practice, insufficient services, services in timely manner, formatting mistakes, corrections, typographical errors, research related errors, contents. In no event shall london journals press or we be liable for any damages whatsoever (including, without limitation, indirect, special, consequential or incidental damages or those resulting from lost profits, personal loss, loss of research, loss of time, lost data or business interruption) arising out of the use, inability to use, or the results of use of this web site, any web sites linked to this web site, or the materials or information contained at any or all such web sites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information or serivce on this web site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof from your self. Engage with us at your own risk in any of the way.
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This software is copyrighted and the owner of the copyright claims all exclusive rights to such software, except as licensed to users hereunder and subject to strict compliance with the terms of this freeware license.
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NOTIFICATION OF COPYRIGHT, TRADEMARK, AND OTHER PROPRIETARY INFORMATION
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The owner of this site asserts all proprietary rights in and to all names and trademarks contained on this web page, regardless of whether a trademark registration has been secured. The name London Journals Press is of London Journals Press, the owner of this web site and such will be asserted in India and other countries. Any use of the owner's trademarks in connection with any product or service that does not belong to the owner of this web site, unless otherwise authorized in a written license agreement, will constitute an infringement upon the trademark rights of such owner and may be actionable under the India Trademark Laws and/or International Trademark Laws and the Trademark or equivalent laws of other countries.
ONLINE COPYRIGHT AND
TRADEMARK PROTECTION NOTICE
Copyright London Journals Press, 2009. All rights reserved. Reproduction, adaptation, or translation without permission is prohibited except as allowed under the International copyright laws. All the text, graphics, design, content, and other works are the copyrighted works of London Journals Press.
ONLINE DISCLAIMERS REGARDING HYPERLINKS
This site contains links to other Internet sites. Such links are not endorsements of any products or services in such sites, and no information in such site has been endorsed or approved by London Journals Press.
You will probably notice that we have linked our site to other Web sites. You should understand that this does not mean that we have looked at all these sites, that we have checked them out, or that we endorse them. We disclaim any responsibility if some site you link to has material on it that offends you in any way.
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ONLINE DISCLAIMER FOR SOFTWARE USE
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London Journals Press SOFTWARE LICENSE
1. GRANT OF LICENSE
London Journals Press grants to you the right to use one copy of the enclosed software program (the "SOFTWARE") on a single terminal connected to a single computer. You may not network the SOFTWARE or otherwise use it on more than one computer at the same time.
The SOFTWARE is owned by London Journals Press or its suppliers and is protected by United States copyright laws and international treaty provisions. You may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may not otherwise copy the SOFTWARE, and you may not copy the written materials accompanying the SOFTWARE.
3. OTHER RESTRICTIONS
You may not rent or lease the SOFTWARE, but you may transfer the SOFTWARE and accompanying written materials on a permanent basis provided you retain no copies and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile or disassemble the SOFTWARE. If the SOFTWARE is an upgrade, any transfer must include the update and all prior versions.
4. DUAL MEDIA SOFTWARE
If the SOFTWARE package contains more than one form of media, such as a 3.5" diskette and a CD-ROM, then you may use only the media appropriate for your single-user computer. You may not use the other media on another computer or loan, rent, lease, or transfer them to another except as part of the permanent transfer (as provided above) of all SOFTWARE and written materials.
5. LIMITED WARRANTY AND REMEDY
London Journals Press warrants the physical media (e.g. diskette(s) or CD-ROM) and the physical documentation to be free of defects in materials and workmanship for a period of 90 days from the original purchase date. If London Journals Press receives notification within this warranty period of any such defects and such notification is determined to be correct, London Journals Press will replace the media or documentation. The foregoing is your sole and exclusive remedy for any breach of warranty by London Journals Press. This limited warranty is void if the damage or defect has resulted from accident, abuse or misapplication.
6. NO OTHER WARRANTIES
The limited warranty above is exclusive and in lieu of all other warranties for the software and documentation. London journals press makes no other warranties, express or implied, and expressly disclaims all other warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and noninfringement for the software and documentation. The provisions above state nsmg's entire responsibility and your sole and exlcusive remedy with respect to any breach of warranty.
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In no event shall london journals press or its suppliers be liable to you for any consequential, special, incidental, or indirect damages of any kind arising out of the license of, use of, or inability to use any london journals press software, even if london journals press has been advised of the possibility of such damages. In no event shall nsmg's liability exceed the license fee paid by you. This limitation of liability and risks is reflected in the price of the software.
If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement.
This license is effective until terminated. You may terminate it at any time by destroying the SOFTWARE together with all copies, modifications and merged portions in any form. It will also terminate upon your failure to comply with any term or condition of this Agreement. In the event of such termination, you agree to promptly destroy the SOFTWARE together with all copies, modifications and merged portions in any form.
This is the entire Agreement between you and London Journals Press, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. This Agreement is governed by the laws of the India. You may not export or re-export the SOFTWARE or documentation without the appropriate India or foreign government licenses.
This sets forth our policy with regard to the use of "Spam" marketing techniques in connection with Internet Marketing. In the event that we deem you to be in violation of these policies, we shall immediately revoke your membership rights and close any active account.
We have a strict policy against spamming. We forbid the sending of unsolicited mass Emails or unsolicited Emails of any kind in connection with the marketing of our programs, products and services.
We reserve the right to terminate your account and participation in our programs "for cause" if we deem you to be in violation of our anti-spamming policies. We also reserve the right to suspend your account and participation pending review upon receipt of any complaint or other evidence that you may be engaging in any spamming activity.
We consider spamming to be any activity whereby you directly or indirectly transmit email messages to any email address that has not solicited such email and does not consent to such transmission. We also consider spamming to constitute posting advertisements in newsgroups in violation of the terms of participation in such newsgroup that are off topic, or in newsgroups that do not specifically permit advertisements. We also consider it spamming when advertisements are placed on message boards or in chat rooms when they are not permitted by the terms of participation in such message boards and chat rooms.
If you are "spammed" by anyone regarding our products, services, web site, or any other matters, please report this activity to London Journals Press.
Chat room/Chat/Support/Chat Support/Email Support/Contact us AGREEMENT
By entering and participating in the London Journals Press chat room ("Chat Room") you agree to the following terms and conditions of participation. These terms and conditions are contractually binding upon you and you agree to each of them.
1. You enter and participate in the chat room and gain access to the materials contained thereon at your own risk.
2. We do not monitor or screen communications on the Chat Room and we are not responsible for any material that any chat room participant posts and we do not assume the responsibility to do so.
3. We do not make any representations or warranties as to the truth or accuracy of any statement made or materials posted on or through the chat room. You agree and acknowledge that you assume the risk of any actions you take in reliance upon the information that may be contained in the chat room.
4. We do not endorse or lend any credence for any statements that are made by any participant in the chat room.
5. You are fully responsible for your own statements and materials that you post in the chat room and any consequences, whether or not foreseen, to any party who may rely upon these statements. You agree that you will not take any action directed towards attempting to hold us responsible for any such materials or statements.
6. Any opinions or views expressed by chat room participants are their own. We do not endorse or support or otherwise give any credence or reason for reliance on any such statements or opinions.
7. In the event that we are notified by any party that any communications contained in the chat room or any parties participation in the chat room is contrary to these terms of chat room access, we may, but are not obligated to, investigate the situation and determine in our own discretion, whether to remove such communication from the chat room. We have no liability or responsibility to investigate or remove any content from the chat room based upon a complaint or otherwise.
8. As a participant in the chat room, you agree that we may remove any materials from the chat room for any reason, in our sole discretion, or for no reason at all. This includes material which is disruptive, abusive, offensive, illegal, vulgar, pornographic, or any other material. You hold us harmless from and against any damage you or others may suffer as a result of our removal of any content from the chat room or from the discontinuance of the chat room at any time.
9. We have the right to remove, expel, or disqualify any party from participation and access to the chat room for any time and for any reason, or for no reason whatsoever, in our sole and absolute discretion. This includes, but is not limited to any violation of this agreement, disruptive behavior, complaints from other parties, any allegedly illegal activity, or for any other reason or for no reason at all.
10. We reserve the right to terminate the chat room at any time and all users hold us harmless from and against any claims, damages, suits, threats, demands, liabilities, actions, causes of action, or injuries that may result there from, including but not limited to any consequential, incidental, and special damages of every nature and type.
11. You agree that you will not (i) use the chat room for any illegal purpose, (ii) place any material in the chat room that violates the copyrights, trademarks, trade secrets, confidential information or other rights of any other party, (iii) place any material in the chat room that contains a false statement about any person, infringes upon the privacy rights of any other person, or threatens, harasses, abuses or embarrasses any other person, (iv) place any obscene, pornographic, sexually explicit or violent materials, graphics, photographs, text or otherwise in the chat room, (v) place any advertising, attempted business solicitation, marketing materials or sales promotional materials in the chat room, (vi) pretend to be another person that you are not, (vii) place materials in the chat room that are disruptive or off-topic.
12. By accessing the chat room and placing any information in the chat room, you hereby grant us a perpetual, irrevocable, royalty free license in and to such materials, including but not limited to the right to post, publish, transmit, distribute, create derivative works based upon, create translations of, modify, amend, enhance, change, display and publicly perform such materials in any form or media, whether now known or later discovered.
13. You grant to others who access the chat room a perpetual, non-revocable, royalty free license to view, download, store and reproduce your postings but such license is limited to the personal use and enjoyment of such other party accessing the chat room.
CLICKABLE SOFTWARE LICENSE NOTICE
All users and parties accessing this web site are hereby notified that any and all software that is made available to download from through this web site ("Software") is the copyrighted work of the applicable vendor of such Software and that all other contents of this Web Page ("Content") is the copyrighted work of the owner and operator of this web site. The owner of this Web Site, and the vendor of the Software assert all copyrights and other proprietary rights in and to such items. Use of any Software that is downloaded by accessing this web site is governed by and subject to the terms of any license agreement which accompanies or is included with the Software ("License Agreement"). Any party downloading any Software by access to this web site will not be able to use or install any Software that is accompanied by or includes a License Agreement, unless such party acknowledges the terms of the applicable License Agreement and agrees to all terms and conditions of the applicable License Agreement terms.
You should assume and are hereby notified that claims of copyright are applicable to all items contained on this web page or available for download through this web page. You should not assume that any item available on or through this web page is in the public domain or constitutes "free ware."
The Software may be downloaded through this web site only for the use of the user and only in compliance with all terms, conditions, and limitations contained in the applicable License Agreement. Any, use, adaptation, modification, publication, reproduction, redistribution or any other action that is in violation of the copyright owner's exclusive rights under the London Journals Press Copyright Act and which is beyond the scope of the rights granted in the applicable License Agreement will constitute an infringement upon the rights of the vendor's copyright and is punishable under the London Journals Press Copyright Act.
The vendors hereby disclaim any and all warranties with respect to software download by accessing this page except for specific warranties that are expressly provided in the terms of the applicable license agreement. Each applicable vendor hereby disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title and ownership of the software and non-infringment upon the rights of any other party.
The owner of this web site hereby disclaims any and all responsibility or obligation for software available through this web site, including but not limited to infringement or claim of infringement upon the rights of any other party, any errors, viruses or functioning of any software downloaded through this site, and all other claims, suits, threats and demands relative to any such software.
In the event that you claim that any software available through this web site infringes upon any London journals press copyright, you are hereby directed to the area on the web site that contains notices and other information regarding such matters and the digital mileinieun copyright act.
RESTRICTED RIGHTS LEGEND FOR GOVERNMENTAL USE.
No permission is granted to use any documents, graphics, software or any other item included in or available through this web page unless a specific License Agreement accompanies such item. The owner of this web site and all vendors assert all copyrights and proprietary rights in and to materials available through this web site regardless of whether such materials include a notice of copyright.
The following is the terms of the agreement between London Journals Press("Company") and the buyer ("Buyer") of goods or services through the Company's Web site (the "Site"). If you do not agree to these terms, you will not be able to purchase anything, so please review these terms carefully:
Buyer agrees to the terms and conditions outlined in this Online Contract ("Contract") with respect to the goods, services and information provided by or through the Site. This Contract constitutes the entire and only agreement between the Company and Buyer, and supersedes any and all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the goods, services and information provided by or through the Site, and the subject matter of this Contract. Buyer agrees to review this Contract prior to purchasing anything and purchase of a good or service shall be deemed acceptance of this Contract.
1. SETUP AND PAYMENT
Buyer represents and warrants that (i) the credit card information supplied is true, correct and complete and (ii) charges incurred by the Buyer will be honored by the Buyer's credit card company and (iii) Buyer shall pay charges incurred by Buyer at the amounts in effect at the time incurred, including all applicable taxes. Buyer shall be responsible for all charges incurred through use of Buyer's password. Buyer agrees to keep his or her password confidential and to notify Company within 24 hours of any breach of this Contract or unauthorized use of the password. Company does not protect Buyer from unauthorized use of Buyer's password.
The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks, and other proprietary (including but not limited to intellectual property) rights, and, the copying, redistribution, use or publication by a Buyer of any such content or any part of the Site is prohibited.
3. EDITING, DELETING, AND MODIFICATION
Company reserves the right in its sole discretion to edit or delete any information or content appearing on the Site and to remove any goods and services for sale. Upon notice published over the Service, Company may modify this Contract, or prices, and may discontinue or revise any or all aspects of the Site in its sole discretion and without prior notice. Modification of this Contract will be deemed effective upon publication on the Site with respect to transactions occurring after said date.
4. RIGHT TO REFUSE
Company reserves the right in its sole discretion to refuse service at any time. Sale of any goods or services is subject to availability.
Buyer agrees to indemnify, defend and hold Company and its affiliates, licensors and suppliers harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to a Buyer's violation of this Contract or use of the Site.
Buyer's right to use the Service is not transferable and is subject to any limits established by Company or by Buyer's credit card company.
The service, content, goods and services from or through the service are provided "as-is," "as available," and all warranties, express or implied, are disclaimed (including but not limited to the disclaimer of any implied warranties of merchantability and fitness for a particular purpose). The sole and entire maximum liability of company, for any reason, and buyer's sole and exclusive remedy for any cause whatsoever, shall be limited to the amount paid by the customer for the particular items purchased. Company and any of its affiliates, dealers or suppliers are not liable for any indirect, special, incidental, or consequential damages (including damages for loss of business, loss of profits, litigation, or the like), whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. The limitations of damages set forth above are fundamental elements of the basis of the bargain between company and buyer. This site and goods and services would not be provided without such limitations. Some state statutes may apply regarding limitation of liability.
3. REFUND POLICY
If a product purchased is defective or not to Buyer's satisfaction, Buyer can return the product in its original condition within 1days of receipt, to the following address: [FULL ADDRESS]. In such event, Company shall provide Buyer a credit for other purchases from the Site (less shipping and handling charges incurred). This Section 9 sets forth Buyer's sole and exclusive right to refund.
USE OF INFORMATION
Company reserves the right, and Buyer authorizes Company, to the use and assignment of all information regarding Buyer's use of the Site and all information provided by Buyer, subject to applicable law.
1. GOVERNING LAW
This Contract shall be treated as though it were executed and performed in India and shall be governed by and construed in accordance with the laws of India(without regard to conflict of law principles). Any cause of action of Buyer with respect to the Site must be instituted within 1months after any purchase or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8. The language in this Contract shall be interpreted as to its fair meaning and not strictly for or against any party.
All legal proceedings arising out of or in connection with this Contract shall be brought solely in Indiaand Buyer expressly submits to the jurisdiction of said courts and Buyer consents to extra-territorial service of process. Should any part of this Contract be held invalid or unenforceable, that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site or the Company is in conflict or inconsistent with this Contract, this Contract shall take precedence. Failure of Company to enforce any provision of this Contract shall not be deemed a waiver of such provision nor of the right to enforce such provision.
This Agreement represents the entire understanding between you and us regarding your relationship to Online and supersedes any prior statements or representations. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONLINE AGREEMENT, please click the "I Agree" button below. If you do not agree to the terms of the Subscriber Agreement, please click the "I Don't Agree" button to log off the system.
If you don't click on "I Agree" then you will not be able to purchase any goods or services.
ONLINE SUBSCRIPTION AGREEMENT
Welcome to the London Journals Press! We start every new subscriber relationship with a contract. The following contract spells out what you can expect from us, and what we expect from you. If you agree to what you read below, you should click "Yes" at the end of the contract to acknowledge that you have agreed. We intend this to be the legal equivalent of your signature on a written contract, and equally binding. Only by clicking "Yes" will you be able to access and use the services available on this Web Site.
2. ACCESS AND SERVICES
Your access to the various services available on this system depends on the level of access you select. You may change or discontinue your account at any time. We reserve the right to modify, suspend or terminate access to the service on our system at any time for any reason without notice or refund, including the right to require you to change your login identification code or password. We also reserve the right to delete all program and data files associated with your account and/or other information you have on our system.
3. FEES AND PAYMENT
We will charge you a standard monthly fee for using our system as well as additional fees depending on the type of service you have selected. You should review the complete and current price list before signing up for any services. You will be given the opportunity to pay by credit card or by check when you sign up. You can cancel your account at any time, but you will remain liable for all charges accrued up to that time, including full monthly charges for the month for which you discontinued service. We reserve the right to change our fees at any time for any reason, but, whenever possible, we will give you at least one month's advance notice of such change.
4. SYSTEM RULES
You agree to be bound by certain rules which are important for the proper use of this service. Your failure to follow these rules, whether listed below in the contract or in bulletins posted at various points in the system, may result in termination of your service. First, do not tell others your password or let your account be used by anyone except yourself. Second, do not attempt to log in more than once at the same time on any given account without specific permission of one of our operators. Third, while you should feel free to express yourself, you should respect other users of the system and not do anything to attack or injure others. Fourth, do not use our system to commit a crime, or to plan, encourage or help others commit a crime, including crimes relating to computers.
5. PRIVACY CONSIDERATIONS
Your communications on this system are, in most cases, viewed only by you and anyone to whom you address your message. However, as system operators, we may need to review or monitor your electronic mail and other communications from time to time. In addition, we reserve the right to copy and distribute to third parties any information associated with your activities on the system. Therefore, you should not expect to have a right to privacy in any of your communications.
By posting messages, uploading files, inputting data, or engaging in any form of communication on our system, you are hereby granting to the public an unrestricted license to use, copy, modify, adapt or document in any form any communications, information or any underlying work in which you may possess proprietary rights, including but not limited to copyright rights. All users of the system are therefore deemed to have disclaimed or waived all copyright ownership rights in their messages or files, even if they contain copyright notices. You shall have absolutely no recourse against us as the system provider for any alleged or actual infringement of any proprietary rights to which you may claim ownership.
Your use of our system affords you access to many of the features of our system, but some aspects of our system remain within our exclusive proprietary control. We or our suppliers own the intellectual property rights to any and all protectable components of our system, including but not limited to the computer software, the related documentation, the end-user interfaces, the name of our system, many of the individual features, and the collective works consisting of sequences of all public messages on our system. You may not reproduce any sequence of messages from our system, either electronically or in print, without our permission. In addition; you may not copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile or dissemble any aspect of the system which we or our suppliers own.
7. LIMITATION OF LIABILITY
You must bear the risk of any liability relating to your use of our system. We would not be able to afford to operate this system if we were held accountable for every wrongful action by every online subscriber. Accordingly, your use of the online system is entirely at your sole risk. We will not be responsible to you or any third parties for any direct or indirect, consequential, special or punitive damages or losses you may incur in connection with our system, your use thereof or any of the data or other materials transmitted through or residing on our system, regardless of the type of claim or the nature of the cause of action, even if we have advised of the possibility of such damage or losS.
You shall defend and indemnify us and hold us harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees), relating to any acts by you or materials or information transmitted by you in connection with our system, leading wholly or partially to claims against us or our system by other subscribers or third parties, regardless of the type of claim or the nature of the cause of action.
9. DISCLAIMERS OF WARRANTY
The system is provided "as is" and we make no warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty, or representation, whether oral, in writing or in electronic form, including but not limited to the accuracy or completeness of any information contained therein or provided by the service.
CHOICE OF LAW
You agree that this Agreement shall for all purposes be governed by and construed in accordance with the laws of the London Journals Press, and that any action arising out of this Agreement shall be litigated and enforced under the laws of the London Journals Press. In addition, you agree to submit to the jurisdiction of the courts of the London Journals Press, and that any legal action pursued by you shall be within the exclusive jurisdiction of the courts of the London Journals Press.
This Agreement represents the entire understanding between you and us regarding your relationship to Online and supersedes any prior statements or representations. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS ONLINE SUBSCRIBER AGREEMENT, please click the "Yes" button below. If you do not agree to the terms of the Subscriber Agreement, please click the "No" button to log off the system.
This web site serves as a conduit for information. Certain documents and programs may be downloaded through this site. The owners and operators of this site are not responsible for any computer viruses which may be present in any of the items that you obtain from or through this site.
Users must be certain and are completely responsible for performing anti-virus screening and verification of all files obtained on or through this site. Currenttly updated anti-virus screening software is highly recommended.
The owners of this site will not intentionally or willfully transmit files that they know to contain viruses. However, this site serves as a bulletin board repository of files that are uploaded by users. We do not take steps to check any such files for viruses. You assume complete responsibility to do so.
As a user of this Site, you agree to immediately notify us of any files that you download that you believe contain viruses.
As a condition to any license contained for items obtained by or through this Site, you will agree to perform virus screening on all such files prior to using the same.
There are no warranties of any kind made with respect to files downloaded from or through this site. All warranties, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose, are hereby disclaimed.
Furthermore, the owners and operators of this Site shall not be responsible for any incidental, consequential or special damages, whether foreseen or foreseeable, or whether they have been informed of the possibility thereof and take no actions to prevent the same.
A "VIRUS" is a computer program or a code or portion of a computer program, which is intentionally created and programmed to cause damage to, corrupt, hinder, crash, tie up, or otherwise create negative effect so on the user's computer system. As you know, VIRUSES do occur and are somewhat prevalent. As such, you, the user must take affirmative steps to assure that you and your computer system are appropriately protected against viruses.
1. ACCEPTANCE OF TERMS
A. This Agreement, which incorporates by reference other provisions applicable to use of https://www.journalspress.com, including, but not limited to, supplemental terms and conditions set forth hereof ("Supplemental Terms") governing the use of certain specific material contained in https://www.journalspress.com, sets forth the terms and conditions that apply to use of https://www.journalspress.com by User. By using London Journals Press (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use https://www.journalspress.com is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any.
B. London Journals Press shall have the right at any time to change or discontinue any aspect or feature of https://www.journalspress.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.
2. CHANGED TERMS
London Journals Press shall have the right at any time to change or modify the terms and conditions applicable to User's use of https://www.journalspress.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on https://www.journalspress.com, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of https://www.journalspress.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.
3. DESCRIPTION OF SERVICES
Through its Web property, London Journals Press provides User with access to a variety of resources, including download areas, communication forums and product information (collectively "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the to you.
User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of https://www.journalspress.com and all charges related thereto.
A. User shall use https://www.journalspress.com for lawful purposes only. User shall not post or transmit through https://www.journalspress.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without London Journals Press 's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in London Journals Press 's discretion restricts or inhibits any other User from using or enjoying https://www.journalspress.com will not be permitted. User shall not use https://www.journalspress.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with London Journals Press .
B. https://www.journalspress.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of https://www.journalspress.com are copyrighted as a collective work under the India copyright laws. London Journals Press owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of London Journals Press and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
C. User shall not upload, post or otherwise make available on https://www.journalspress.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of https://www.journalspress.com, User automatically grants, or warrants that the owner of such material has expressly granted London Journals Press the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants London Journals Press the right to edit, copy, publish and distribute any material made available on https://www.journalspress.com by User.
D. The foregoing provisions of Section 5 are for the benefit of London Journals Press, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
USE OF SERVICES
The Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:
q Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
q Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
q Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
q Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.
q Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
q Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
q Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
q Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
q Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
q Restrict or inhibit any other user from using and enjoying the Communication Services.
q Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
q Harvest or otherwise collect information about others, including e-mail addresses.
q Violate any applicable laws or regulations.
q Create a false identity for the purpose of misleading others.
q Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.
London Journals Press has no obligation to monitor the Communication Services. However, London Journals Press reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. London Journals Press reserves the right to terminate User's access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. London Journals Press reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in London Journals Press's sole discretion.
Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.
Always use caution when giving out any personally identifiable information in any Communication Services. London Journals Press does not control or endorse the content, messages or information found in any Communication Services and, therefore, London Journals Press specifically disclaims any liability with regard to the Communication Services and any actions resulting from User's participation in any Communication Services. Managers and hosts are not authorized London Journals Press spokespersons, and their views do not necessarily reflect those of London Journals Press.
7. MEMBER ACCOUNT, PASSWORD, AND SECURITY
If any of the Services requires User to open an account, User must complete the registration process by providing London Journals Press with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name. User is entirely responsible for maintaining the confidentiality of User's password and account. Furthermore, User is entirely responsible for any and all activities that occur under User's account. User agrees to notify London Journals Press immediately of any unauthorized use of User's account or any other breach of security. London Journals Press will not be liable for any loss that User may incur as a result of someone else using User's password or account, either with or without User's knowledge. However, User could be held liable for losses incurred by London Journals Press or another party due to someone else using User's account or password. User may not use anyone else's account at any time, without the permission of the account holder.
8. NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEB SITE
Any software that is made available to download from the Services ("Software") is the copyrighted work of London Journals Press and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.
The Software is made available for download solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited, unless such reproduction or redistribution is expressly permitted by the license agreement accompanying such software. The software is warranted, if at all, only according to the terms of the license agreement. Except as warranted in the license agreement, London journals press hereby disclaims all warranties and conditions with regard to the software, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement.
For your convenience, London journals press may make available as part of the services or in its software products, tools and utilities for use and/or download. London journals press does not make any assurances with regard to the accuracy of the results or output that derives from such use of any such tools and utilities. Please respect the intellectual property rights of others when using the tools and utilities made available on the services.
9. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEB SITE
Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
London journals press and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published as part of the services for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. London journals press and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement. In no event shall london journals press and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from the services.
The documents and related graphics published on the services could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. London journals press and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.
10. NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE
In no event shall London journals press and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of software, documents, provision of or failure to provide services, or information available from the services.
11. MATERIALS PROVIDED TO London Journals Press OR POSTED AT ANY OF ITS WEB SITES
London Journals Press does not claim ownership of the materials User provide to London Journals Press (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") User's Submission User is granting London Journals Press, its affiliated companies and necessary sublicensees permission to use User's Submission in connection with the operation of their Internet businesses (including, without limitation, all London Journals Press Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User's Submission; to publish User's name in connection with User's Submission; and the right to sublicense such rights to any supplier of the Services.
12. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY
A. User expressly agrees that use of https://www.Journalspress.Com is at user's sole risk. Neither london journals press, its affiliates nor any of their respective employees, agents, third-party content providers or licensors warrant that https://www.Journalspress.Com will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from use of https://www.Journalspress.Com, or as to the accuracy, reliability or content of any information, service, or merchandise provided through https://www.Journalspress.Com.
B. Http://www.Journalspress.Com is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.
C. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. User specifically acknowledges that London journals press is not liable for the defamatory, offensive or illegal conduct of other users or third-parties and that the risk of injury from the foregoing rests entirely with user.
D. In no event will London journals press, or any person or entity involved in creating, producing or distributing https://www.Journalspress.Com or the london journals press software, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use https://www.Journalspress.Com. User hereby acknowledges that the provisions of this section shall apply to all content on the site.
E. IN addition to the terms set forth above neither, london journals press, nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within https://www.Journalspress.Com, or for any delay or interruption in the transmission thereof to the user, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including, but not limited to, lost profits, punitive or consequential damages.
F. Prior to the execution of a stock trade, users are advised to consult with your broker or other financial representative to verify pricing or other information. London journals press, its affiliates, information providers or content partners shall have no liability for investment decisions based on the information provided. Neither, london journals press, nor its affiliates, information providers or content partners warrant or guarantee the timeliness, sequence, accuracy or completeness of this information. Additionally, there are no warranties as to the results obtained from the use of the information.
G. Force majeure – neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of god, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The party affected by any such event shall notify the other party within a maximum of fifteen (15) days from its occurence. The performance of ths agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this agreement.
13. LINKS TO THIRD PARTY SITES
The links in this area will let you leave london journals press's site. The linked sites are not under the control of london journals press and london journals press is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. London journals press is not responsible for webcasting or any other form of transmission received from any linked site. London journals press is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by london journals press of the site.
London Journals Press is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, London Journals Press has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of https://www.journalspress.com, are those of the respective author(s) or distributor(s) and not of London Journals Press. Neither London Journals Press nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.
In many instances, the content available through https://www.journalspress.com represents the opinions and judgments of the respective information provider, User, or other user not under contract with London Journals Press. London Journals Press neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on https://www.journalspress.com by anyone other than authorized London Journals Press employee spokespersons while acting in their official capacities. Under no circumstances will London Journals Press be liable for any loss or damage caused by a User's reliance on information obtained through https://www.journalspress.com. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through London Journals Press. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
14. UNSOLICITED IDEA SUBMISSION POLICY
London journals press or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when london journals press's products or marketing strategies might seem similar to ideas submitted to london journals press. So, please do not send your unsolicited ideas to london journals press or anyone at london journals press. If, despite our request that you not send us your ideas and materials, you still send them, please understand that london journals press makes no assurances that your ideas and materials will be treated as confidential or proprietary.
London Journals Press shall have the right, but not the obligation, to monitor the content of https://www.journalspress.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by London Journals Press and to satisfy any law, regulation or authorized government request. London Journals Press shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on https://www.journalspress.com. Without limiting the foregoing, London Journals Press shall have the right to remove any material that London Journals Press, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
User agrees to defend, indemnify and hold harmless London Journals Press, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of London Journals Press by User or User's Account.
Either London Journals Press or User may terminate this Agreement at any time. Without limiting the foregoing, London Journals Press shall have the right to immediately terminate User's Account in the event of any conduct by User which London Journals Press, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.
This Agreement and any operating rules for https://www.journalspress.com established by London Journals Press constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the Madhya Pradesh, India without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
19. COPYRIGHT NOTICE
London Journals Press its logos are of London Journals Press. All rights reserved. All other trademarks appearing on London Journals Press are the property of their respective owners.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
WHEREAS, Company has developed certain computer programs and related documentation and desires to grant Customer the right to use the Software.
WHEREAS, Customer wishes to use the Software under the conditions of this Limited Warranty.
NOW THEREFORE, in consideration of the mutual promises set forth, the parties agree as follows:
1. LIMITED WARRANTY
The Company warrants that (a) its London Journals Press software (the "Software") will perform substantially in accordance with the accompanying written materials for a period of 1 days from the date of receipt and (b) that the medium on which the Software is contained will be free from defects in materials and workmanship under normal use and service for a period of 1 year. In the event applicable law imposes any implied warranties, the implied warranty period is limited to 1 days from the date of receipt. Some jurisdictions do not allow such limitations on duration of an implied warranty, so the above limitation may not apply to Customer.
2. CUSTOMER REMEDIES
The Company's and its suppliers' entire liability and Customer's exclusive remedy shall be, at the Company's option, either (a) return of the price paid for the Software, or (b) repair or replacement of the Software that does not meet this Limited Warranty and which is returned to the Company with a copy of Customer's receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty 1 days, whichever is longer.
3. NO OTHER WARRANTIES
To the maximum extent permitted by applicable law, the company and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the software and any related written materials. This limited warranty gives customer specific legal rights. Customer may have other rights depending on the jurisdiction.
NO LIABILITY FOR DAMAGES
To the maximum extent permitted by applicable law, in no event shall the company or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if the company has been advised of the possibility of such damages. In any case, the company's and its suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the software. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
WEB SITE ART LICENSE
This Web Site Art License (the "Agreement") is made and effective.
A. Web Site Owner is the owner and operator of a certain web site accessible through the World Wide Web at the following ULR: https://www.journalspress.com.
B. Artist is the creator of certain original works of art described in this website (https://journalspress.com / https://www.computerresearch.org) hereto and made a part hereof (the "Art").
C. Artist represents and warrants that the Art are original works of authorship created solely by the Artist and that the Artist is the sole and exclusive copyright owner in and to said Art.
D. Web Site Owner wishes to use graphical depictions of the Art on the Web Site and wishes to obtain a license from the Artist that will permit the Web Site Owner to display graphical depictions of the Art on its Web Site.
E. Artist wishes to grant such a license, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:
1. GRANT OF LICENSE
1.1 Artist hereby grants to Web Site Owner a non-exclusive, worldwide license to utilize the Art for display on the Web Site Owner's Web Site. Web Site Owner shall be permitted to make graphical depictions of the Art, in suitable graphics file format for placement on the Web Site. Such graphical depictions may be displayed on the Web Site.
1.2 Web Site Owner shall have no right to grant sublicenses of any kind with respect to the Art.
1.3 Upon execution hereof, the Artist is delivering to Web Site Owner printed copies of such Art. Artist shall grant to Web Site Owner upon reasonable request, access to the original work of Art in order to assist the Web Site Owner in the creation of the graphical depictions for placement on the Web Site.
1.4 Web Site Owner shall post a separate page on its Web Site which is clearly accessible by hypertext link from any page on which the Art appears on the Web Site, which includes a biographical sketch on Artist, a photograph of Artist (if desired by Artist), information on how to contact the Artist (if desired by the Artist), and a link to Artist's Web Site (if available).
1.5 Web Site Owner shall not be permitted to modify the Art except for conversion of the Art into graphic format suitable for inclusion on the Web Site.
2. ROYALTY PAYMENTS TO ARTIST
In consideration of the license of the Art granted hereunder, Web Site Owner shall make a one-time payment to the Artist in an amount equal to 1000000 Rs. upon execution hereof.
3. TERM AND TERMINATION
3.1 The term of this license shall be perpetual, unless terminated pursuant to the terms hereof.
3.2 Artist may terminate this license upon written notice to the Web Site Owner in the event that the Web Site Owner (i) breaches any provision hereof or uses the Art in a manner that is beyond the scope of use permitted in this Agreement, or (ii) files a petition in bankruptcy or is adjudicated by a court of competent jurisdiction to be bankrupt or insolvent, or if a receiver is appointed over the Web Site Owner.
3.3 Web Site Owner shall have the right to terminate this Agreement, with or without cause, upon giving thirty (30) days advanced written notice to the Artist.
3.4 Upon any termination hereof, all rights licensed to Web Site Owner as provided herein shall terminate and Web Site Owner shall remove all Art from display on the Web Site and destroy all graphical depictions of the Art.
4. REPRESENTATIONS AND WARRANTIES
Artist makes the following representations and warranties to the Web Site Owner:
4.1 Artist is the sole and exclusive owner of the Art and the Art is not subject to any claims by any other party.
4.2 Artist has the full right, power and authority to enter into this Agreement and to grant the license to Web Site Owner as set forth herein.
4.3 Artist is the owner of the copyright in and to the Art and to the best of the Artists knowledge and belief, the Art does not infringe upon the copyrights or other proprietary rights of any other party.
5. PROPRIETARY RIGHTS
5.1 Web Site owner acknowledges and agrees that the Artist maintains all exclusive rights in and to all proprietary rights relative to the Art, including but not limited to the copyright and all moral rights and other rights that may exist under any state or federal law, subject only to the right of Web Site Owner to use the Art within the scope of this Agreement. Web Site Owner agrees that it shall not contest, dispute, or take any actions in contravention of the proprietary rights of the Artist in and to the Art and depictions thereof.
5.2 Artist shall have the right to obtain and apply for a copyright registration relative to the graphical depiction of the Art, to the extent separate copyright of such graphical depiction is available or necessary.
5.3 Artist agrees to indemnify, hold harmless and defend Web Site Owner from and against any and all claims that the Art infringes upon the proprietary rights of any other party.
5.4 Artist shall have the sole and exclusive right, in its discretion, to bring any claim, suit, threat or demand against any other party claiming infringement upon the proprietary rights of the Artist in and to the Art.
6. MISCELLANEOUS PROVISIONS
6.1 All notice herein shall be sent via certified or registered mail, return receipt requested, or delivered by reputable national overnight delivery service, to the parties at their respective addresses as set forth on the signature page of this Agreement. Either party may change its address for purposes of this Agreement by giving written notice to the other party as set forth herein.
6.2 This Agreement shall be governed by and any dispute or interpretation hereof shall be under the laws of the State of India. The parties agree that any legal action relative here to shall be brought in the courts in Madhya Pradesh, India and each of the parties consent to jurisdiction of such courts.
6.3 This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, assigns, executors, estates, and administrators. This license may not be assigned by the Web Site Owner.
6.4 The waiver of an instance of breach or default by either party shall not act as a modification of this Agreement nor shall it foreclose such party from claiming subsequent breaches or default based upon the same or different set of circumstances.
6.5 This Agreement contains the entire understanding of the parties relative to the subject matter hereof and supersedes and replaces all prior agreements and understandings between the parties.
6.6 This Agreement may only be modified by a written agreement duly executed by authorized representatives of each of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
TECHNOLOGY ASSIGNMENT AGREEMENT
This Technology Assignment Agreement (the "Agreement") is made and effective.
NOW, the parties intent to be legally bound and agree as follows:
Developer hereby assigns to the London Journals Press exclusively throughout the world all right, title and interest (choate or inchoate) in (i) the subject matter referred to in https://www.journalspress.com (ii) all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools relating thereto or to the development, support or maintenance thereof and (iii) all copyrights, patent rights, trade secret rights, trademark rights, database rights and all other intellectual and industrial property rights of any sort and all business, contract rights and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively "Intellectual Property").
The London Journals Press agrees to issue to Developer 1 shares of common stock of the London Journals Press on the date of this Agreement pursuant to the provisions of a Stock Purchase Agreement of even date herewith between the London Journals Press and Developer. Such shares shall be the only consideration required of the London Journals Press with respect to the subject matter of this Agreement.
3. FURTHER ASSURANCES; MORAL RIGHTS; COMPETITION; MARKETING
Developer agrees to assist the London Journals Press in every legal way to evidence, record and perfect the Section 1 assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. If the London Journals Press is unable for any reason whatsoever to secure the
Developer's signature to any document it is entitled to under this Section 3, Developer hereby irrevocably designates and appoints the London Journals Press and its duly authorized officers and agents, as his agents and attorneys-in-fact with full power of substitution to act for and on his behalf and instead of Developer, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Developer.
To the extent allowed by law, Section 1 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist's rights," "Droit moral" or the like (collectively "Moral Rights"). To the extent Developer retains any such Moral Rights under applicable law, Developer hereby ratifies and consents to, and provides all necessary ratifications and consents to, any action that may be taken with respect to such Moral Rights by or authorized by London Journals Press; Developer agrees not to assert any Moral Rights with respect thereto. Developer will confirm any such ratifications, consents and agreements from time to time as requested by London Journals Press.
4. CONFIDENTIAL INFORMATION
Developer will not use or disclose anything assigned to the London Journals Press hereunder or any other technical or business information or plans of the London Journals Press, except to the extent Developer (i) can document that it is generally available (through no fault of Developer) for use and disclosure by the public without any charge, license or restriction, or (ii) is permitted to use or disclose such information or plans pursuant to the Proprietary Information and Inventions Agreement by and between Developer and the London Journals Press of even date herewith. Developer recognizes and agrees that there is no adequate remedy at law for a breach of this Section 4, that such a breach would irreparably harm the London Journals Press and that the London Journals Press is entitled to equitable relief (including, without limitations, injunctions) with respect to any such breach or potential breach in addition to any other remedies.
Developer represents and warrants to the London Journals Press that the Developer: (i) was the sole owner (other than the London Journals Press) of all rights, title and interest in the Intellectual Property and the Technology, (ii) has not assigned, transferred, licensed, pledged or otherwise encumbered any Intellectual Property or the
Technology or agreed to do so, (iii) has full power and authority to enter into this Agreement and to make the assignment as provided in Section 1 (iv) is not aware of any violation, infringement or misappropriation of any third party's rights (or any claim thereof) by the Intellectual Property or the Technology, [(v) was not acting within the scope of employment by any third party when conceiving, creating or otherwise performing any activity with respect to anything purportedly assigned in Section 1,] and (vi) is not aware of any questions or challenges with respect to the patentability or validity of any
claims of any existing patents or patent applications relating to the Intellectual Property.
Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, (c) by facsimile, or (d) by a commercial overnight courier that guarantees next day delivery and provides a receipt, and such notices shall be addressed to the above-mentioned addresses or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon delivery, which for any notice given by facsimile shall mean notice which has been received by the party to whom it is sent as evidenced by confirmation slip.
7. MODIFICATION OF AGREEMENT
This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.
8. ENTIRE AGREEMENT
This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute(s) the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.
9. SEVERABILITY OF AGREEMENT
If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
10. ATTORNEY FEES PROVISION
In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and costs and expenses incurred.
11. GOVERNING LAW
It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of MADHYA PRADESH, INDIA.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
CONTENT PROVIDER AGREEMENT
This Content Provider Agreement (the "Agreement") is made and effective.
ISP desires to introduce a portfolio of on-line computer services to its customers which will include a Publication service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by Content Provider; and Content Provider desires to make such Content available to ISP pursuant to the terms of this Agreement.
For good and valuable consideration, receipt of which is hereby acknowledged, ISP and Content Provider hereby agree as follows:
1. LICENSE TO EXPLOIT THE CONTENT
1.1 Grant of License
Subject to the terms of this Agreement, Content Provider hereby grants to ISP a worldwide license to use, copy, display and perform (privately and publicly), publish, transmit, distribute, sublicense and exploit the Content in whole or in part, separately or together with the Content Provider Trademarks, on or in connection with the promotion or marketing of an ISP Service in any medium, now known or hereafter devised, including, without limitation, in connection with any demonstration, promotion, advertisement or publicity of an ISP Service. Without limitation of the foregoing, the rights granted to ISP include the following: (i) the right to enter the Content and Content Provider Trademarks into ISP's files, storage space and databases; (ii) the right to store, process, retrieve and transmit and to authorize others to store, process, retrieve and transmit the Content and Content Provider Trademarks on or in connection with an ISP Service in any manner or media, now known or hereafter discovered or devised; (iii) the right to reasonably juxtapose and combine the Content with materials owned and/or controlled by ISP, and/or by third parties for the purpose of promoting and advertising the ISP Service; and (iv) the right to offer to Subscribers the option of printing and Downloading for personal use all or any portion of the Content and the Content Provider Trademarks to the Subscriber's computer hard drive or onto a separate disk.
The license granted to ISP herein shall be exclusive. Content Provider warrants and represents that (i) the Content has not previously been used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive on-line service; and (ii) during the Exclusivity Period, the Content will not be used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited in any manner, directly or indirectly, by or to the public, in connection with any on-line computer service or any other form of interactive service except as specifically authorized by the terms of this Agreement. ISP and Content Provider acknowledge and agree that breach of this Section by Content Provider shall entitle ISP to injunctive relief for breach thereof.
1.3 Exclusivity Period
The Exclusivity Period shall commence on the date of this Agreement and continue through the entire term hereof.
1.4 Corporate Web Site
Content Provider will have the right to create and/or maintain its own web site for any corporate purpose which is not competitive with the Service Segment, except Content Provider may provide technical support for the Content and promote and advertise the Content and the Service Segment on its web site.
2. SUPPLY OF CONTENT
Content Provider shall furnish the Content to ISP in accordance with the Delivery Schedule. Thereafter, during the Term of this Agreement: (i) Content Provider shall create, update and maintain the Content (and without limitation, perform in all material respects the obligations specified on Exhibit X in connection therewith); and (ii) provide the Content for publication and distribution on the ISP Service. If within thirty (30) days after receipt by Content Provider of a Delivery Notice from ISP, Content Provider fails in any material respect to deliver substantially all of the Content referenced in such Notice, this Agreement may be terminated by written notice from ISP to Content Provider.
3. ISP SERVICE FUNCTIONS OF ISP
ISP shall have the following service function responsibilities:
3.1 Use reasonable efforts to establish, maintain and operate the Service Segment and ISP Service at its expense pursuant to the terms of this Agreement;
3.2 Host content on servers and provide specifications, and support for Content Providers to transport their content to the ISP Service; including the maintenance of file or storage space reasonably sufficient to store current Content made available by Content Provider for a reasonable time consistent with commercially prudent operation of the ISP Service, provided ISP shall not be obligated to archive Content that has been updated, replaced or becomes obsolete;
3.3 Provide such development and authoring tools and such other ISP Software (including any updates, upgrades and enhancements of such) as ISP determines in its sole discretion to make generally available to Content Providers (subject to Section 2(b) of the Standard Terms) for the purpose of allowing Content Provider to design, develop, launch, test and implement its Content on the ISP Service;
3.4 Provide such training as ISP determines in its sole discretion to make generally available to Content Providers, on terms that are at least as favorable as the terms generally available to other Content Providers;
3.5 Provide network access to the ISP Service or other Internet access service as may be offered by ISP, as well as general access to users from other Internet access Providers;
3.6 Provide various operational features for a competitive on-line service which may include Information access, on-line communications and applications, file copy services, electronic shopping capabilities, E-Mail, chat forums, bulletin boards, and Internet standard security for transactions and user data input, all subject to ISP's right to determine, in its sole discretion, the features that will be available with the ISP Service and the date of availability;
3.7 Provide customer care, including develop and promulgate guidelines for customer care and service, maintain a subscriber registration process, perform all billing and college functions, manage billing inquiries and complaints, collect usage data, develop and adhere to quality control functions, provide customer support and refer inquiries to content provider where necessary, monitor and maintain system performance.
4. ADVERTISING AND PROMOTION
ISP shall have the right to enter into agreements with advertising sales agencies which grant them the right to sell advertising on the ISP Service, including advertising for inclusion in any page or screen which includes the Content. ISP or any such advertising sales agency engaged by ISP shall be entitled to obtain advertisements for inclusion on any screen which contains Content Provider's Content, provided such advertisements: (i) shall comply with the ISP Advertising Standards and Content Provider Advertising Standards; (ii) shall not be juxtaposed with or appear to be part of the Content; and (iii) shall make no statement to the effect or which implies that Content Provider, any Content Provider Brand or any owner or creator of the Content certifies, endorses or guarantees the ISP Service, any segment thereof, any other Content Provider of content or service or any other service or product.
5. ELECTRONIC COMMERCE
Content Provider may offer products and/or services for sale on the ISP Service, provided that: (i) the Content Provider complies in all material respects with ISP's customer care guidelines, and (ii) such offers are approved in advance by ISP, which approval shall not be unreasonably withheld. In the event an offer is not rejected by ISP within ten (10) business days after it is presented to ISP by Content Provider for approval it will be deemed approved. In addition once an offer is approved, such approval shall apply to subsequent offers of product(s) and service(s) that are substantially similar. ISP shall have responsibility for providing Electronic Commerce Operations with respect to the sale of any products or services pursuant to this Article V (consistent with technical capabilities of an Internet based on-line service) at a standard consistent with ISP's customer care practices.
6. REVENUES AND PAYMENT
6.1 [INSERT TERMS OF FINANCIAL RELATIONSHIP HERE]
6.2 ISP shall receive [%] of the Net User Revenues derived from chat, chat forums and hosted bulletin boards which are not sponsored by Content Provider, Content Provider Brands or third party Sponsors provided by Content Provider. If and when chat, chat forums and hosted bulletin boards become available as part of the Service Segment, Content Provider will be permitted to host chat forums and bulletin boards pursuant to the practices, procedures and guidelines reasonably established by ISP. ISP will receive [%] and the Content Provider shall receive [%] of the Net User Revenues (after the deduction of any applicable agency commissions and transport/access charges) derived from chat forums and bulletin boards hosted by Content Provider, Content Provider Brands or third-party Sponsors provided by Content Provider.
6.3 ISP shall receive [%] and the Content Provider shall receive [%] of all revenues derived from charges to Subscribers for the Downloading of Content (other than (i) the Content Downloading charges established by Content Provider, and (ii) Adjusted Transaction Revenues in connection with Content Provider Transactions).
6.4 Content Provider shall receive [%] of the Advertising Fees and Sponsorship Revenues derived from advertising and Sponsorship located on the pages furnished by Content Provider.
7. MARKETING MATERIALS
7.1 Upon request by ISP, Content Provider shall promptly furnish to ISP, graphics, artwork and/or other materials now in existence or which come into existence during the Term, as Content Provider determines to furnish in its reasonable discretion, for the advertising and promotion of the Content, and its availability on the ISP Service, to be used by ISP and by third parties authorized by ISP, solely for the purpose of advertising and/or promoting the ISP Service; provided, however, that no change or modification can be made to such materials without Content Provider's prior approval, which approval shall not unreasonably be withheld, and further provided, that in the event such a request for approval is not rejected within ten (10) business days after submission to Content Provider, it will be deemed approved.
7.2 Content Provider shall actively promote and market the Content and its availability on the ISP Service, as soon as reasonably practicable and after reasonable collaboration with ISP. Content Provider shall secure and pay for, at its sole cost and expense, advertising, in any media, of the Content and its availability on the ISP Service and shall mention the Service Segment in all such advertising, and in all media packaging of Derivative Products. Content Provider may determine in its discretion the amount of advertising and the allocation of advertising among different media. Upon ISP's request, Content Provider shall furnish ISP with a description of its advertising program no more often than once every six months during the Term. The content of all such advertising shall be subject to the prior written approval of ISP, which shall not be unreasonably withheld. No advertising or any promotion shall make any use of ISP's name or logo, or the name or logo of the ISP Service or any segment thereof, or any other property of ISP, without ISP's prior written approval, provided, however, that approval to use the name of the ISP Service and/or the Service Segment shall not be unreasonably withheld. If ISP does not reject any advertising or promotional content or materials within ten(10) business days after it has been submitted to ISP by Content Provider for approval, such advertising or promotional content or materials shall be deemed approved.
7.3 ISP will consult with Content Provider concerning co-marketing opportunities for the Service Segment and Content Provider's Content as well as the organization, direction and other aspects of the ISP Service. ISP will include references to Content Provider and Content Provider Trademarks in advertising that includes the names of other Anchor Content Providers of the Service Segment.
7.4 If ISP, in its discretion, elects to create and use marketing materials which mention the Content and/or the Content Provider Trademarks (other than any marketing materials in which the Content Provider Trademarks appear in whole or in part in a list of Content Providers on the ISP Service), ISP shall furnish Content Provider an opportunity to review and approve such materials prior to their initial publication or distribution, which approval shall not be unreasonably withheld. If such materials have been approved by Content Provider, ISP shall have the right to create, publish and distribute, without additional approval, subsequent marketing materials which mention Content Provider, the Content and/or the Content Provider Trademarks in a substantially similar manner, provided that ISP shall use reasonable efforts to furnish Content Provider with copies of all such marketing materials prior to their appearance in any media or through any retail or other public presentation. If Content Provider does not reject marketing materials within [NUMBER] days after it has been submitted to Content Provider by ISP for approval, it shall be deemed approved.
Content Provider agrees that during the Exclusivity Period, it shall not directly or indirectly (i) provide any health and wellness content for use on an on-line service, or (ii) solicit or enter into any negotiations or agreement with any on-line service Content Provider concerning the possibility of providing content relative to the Service Segment.
9. SUBSCRIBER INFORMATION
At Content Provider's request, ISP will provide Content Provider, without charge, with user profile information ("User Profile Information"), as determined by ISP in its reasonable discretion, that describes the habits, usage patterns and/or demographics of Subscribers as a group, subgroup or a class of Subscribers. Information identifying the name or address (electronic or physical) of a Subscriber ("Individual Subscriber Information") will be provided to Content Provider, without charge, to the extent readily available, solely in connection with Content Provider Transactions and solely for Content Provider's internal use in connection with product or service registration, accounting, research and marketing. At ISP's discretion, Individual Subscriber Information may be provided to Content Provider, without charge, solely for the purpose of enabling Content Provider to design, implement or create a marketing program whereby Content Provider makes a special offer or communication relative to its products and/or services to a targeted group of Subscribers, subject to each individual Subscriber's right to elect not to receive any such offers or communications. Individual Subscriber Information related to Content Provider Transactions which is collected by ISP shall be Confidential Information and shall be treated as such by the Content Provider. ISP will not disclose any General Profile Information or Individual Subscriber Information which is derogatory to or critical of Content Provider or any officer, director, agent or employee of Content Provider.
General Profile Information shall not be used by Content Provider except in connection with providing Content for the ISP Service, except that Content Provider may disclose such Information, pursuant to appropriate nondisclosure agreements, to potential advertisers and sponsors for the purpose of soliciting advertising, additional Content and Sponsorship for the ISP Service. All other information provided by ISP to Content Provider pursuant to this Section shall be solely for the use of Content Provider pursuant to the terms of this Section and shall not be disclosed by Content Provider to any person or entity which could reasonably be construed as being a competitor of the ISP Service or other ISP services.
The initial term of this Agreement (the "Initial Term") shall commence on the date of this Agreement and shall continue for a period of 500 years. After the Initial Term, this Agreement shall continue in effect for an additional term (the "Additional Term") of indefinite duration until terminated by either party upon at least 500 months prior written notice to the other party which notice may be given at least 500 days prior to the end of the then current term.
WEB SITE LINKING AGREEMENT
This Web Site Linking Agreement (the "Agreement") is made and effective.
WHEREAS, Licensor is the owner and operator of a site on the World Wide Web which is devoted to Publication and which is located at the following domain address: https://www.journalspress.com ("Licensor's Site");
WHEREAS, Licensee is the owner and operator of a site on the World Wide Web which is devoted to Publication and which is located at the following domain address: https://www.journalspress.com ("Licensee's Site");
WHEREAS, Licensee wishes to obtain a graphic link on Licensor's Site on which users of Licensor's Site can click to be transported to Licensee's Site; and
WHEREAS, Licensor is willing to provide such a link Licensor's Site for Licensee, in consideration for receiving compensation as set forth in this Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, the Licensor and Licensee agree as follows:
1. LINK GRAPHIC AND POSITION
Licensor shall place the Licensee's Image on the Licensor's Home Page so that the Licensee's Link Graphic is immediately visible upon the first load of Licensor's Home Page by a User when loaded into the standard industry browsers (Netscape most current version and Microsoft Internet Explorer most current version) on a standard VGA monitor at 640 by 480 resolution when the browser is running in full screen configuration. In such configuration, the Licensee's Image shall not be less than 500 pixels by 500 pixels in size. The Licensee's Image when clicked by a User's mouse will transport the User through the User's web browser from Licensor's Site to Licensee's Site.
Licensee shall cause the Link placed on Licensor's Site to load to Licensee's Home Page and shall not place the Link to a page that automatically reloads or goes to another page without further interaction from the User.
ALTERNATIVE I – FIXED MONTHLY FEE
In consideration for providing the link described in this Agreement, Licensee shall pay to the Licensor, a monthly fixed fee of [AMOUNT] per month.
ALTERNATIVE II – FEE BASED ON ADVERTISING REVENUES
In consideration for the linking rights provided by Licensor hereunder, Licensee shall pay Licensor an amount equal to the "Licensor's Share of Advertising Revenue" as defined in this Agreement.
The Licensor's Share of Advertising Revenues shall be calculated on a monthly basis and payment shall be made prior to the end of the month following the month relative to such calculation. The Licensor's Share of Advertising Revenues shall be determined by multiplying the Total Advertising Revenues by the Licensor's Percentage. Licensor's Percentage shall be determined by dividing total number of Hits on the Licensee's Site by Users arriving through the Link during the month of calculation by the total number of Hits on Licensee's Site by all Users in that calendar month. Total Advertising Revenues shall mean and include the total gross revenues less only commissions payable with respect to such advertising revenues from all forms of advertising that are paid to Licensee during the month of such calculation. For purposes hereof, an Impression shall be occur upon any User loading any web page of the Licensee's Site in the User's web browser. Impression shall not include visits to the Licensee's Site by Licensor or any of it's agents or employees and Licensor shall be strictly prohibited from taking, causing or permitting any action by any third party to artificially increase the number of Hits to Licensee's site through the Licensor's link.
Licensee shall be responsible for maintaining a system to track the qualified Hits created through the Licensor's link and shall maintain records of all such Impression which shall be subject to review by Licensor upon 500 days written notice to Licensee. Licensee shall calculate the total number of Impression along with its calculation of monthly payments due and provide Licensor with a report of such Impression along with Licensee's monthly statement to the Licensor which calculates the linking fee that is due to Licensor.
Licensee agrees to keep accurate books and records at its principal place of business relating to all factors used pursuant to the terms of this Agreement to arrive at the monthly fee payable to the Licensor, including but not limited to total Advertising Revenues and associated commissions total number of Hits to Licensee's web site and total Hits attributable to Licensor's link. Licensee shall make such records available for inspection by Licensor at Licensee's principal place of business upon 500 days written notice from Licensor; provided, that inspection shall be permitted only once every six months.
Licensee agrees to take all reasonable steps to maintain continued access to it's web site by the public so as to maximize potential advertising revenues to it's site. However, all decisions relative to allocation of advertising space on the Licensee's web site and fees charged for such advertising shall be in the reasonable business discretion of the Licensee.
3. INDEPENDENT CONTRACTORS
The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to constitute any relationship other than that of two parties to a contract, including but not limited to the relationship of partners, joint venturers, employees, agency, representative or any other relationship creating apparent, implied or actual agency or joint responsibility. Neither party shall have the actual, implied, or apparent authority to bind the other party to any debt or obligation. There shall be no third party beneficiaries to this Agreement.
4. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other party that on the Effective Date and during the entire term of the Agreement:
a. The representing party has the unrestricted right to enter into this Agreement, and this Agreement does not conflict with any other agreement or obligation by which such party is bound.
b. The representing party's Web Site does not violate the proprietary rights of any third parties, including without limitation, copyright, trademark, trade secret, privacy, publicity or other rights.
c. The representing party's Web Site does not violate any laws, rules, regulations or statutes of any state, federal or local government.
d. The representing party's Web Site does not include any material which is harmful, pornographic, abusive, hateful, obscene, threatening, or defamatory or which encourages illegal activities or racism or promotes software or services which deliver unsolicited email.
e. The representing party's Web Site does not contain links to sites displaying the type of material defined in (d) above through a single connection.
f. Neither party makes any representations or warranties to the other party, including but not limited to fitness for a particular purpose or otherwise, except for this warranties specifically set forth in this agreement. Neither party shall be liable to the other party for any incidental, consequential, special, or punitive damages of any kind or nature.
5. INTELLECTUAL PROPERTY
Except as expressly licensed under this Agreement, each party retains all rights in their respective Web Sites, and each of their respective trademarks, copyrights, and intellectual property rights.
Each party agrees to defend, indemnify, and hold harmless the other party, its officers, directors, employees and agents, from and against any claims, actions, causes of action, suits, threats or demands, including without limitation reasonable attorney fees and costs, alleging or resulting from the breach of the warranties made by such party in this Agreement. The parties shall provide notice to the other party promptly of any such claim, suit, or proceeding and shall assist the other party, at the other party's expense, in defending any such claim, suit, or proceeding.
7. REPORT ON NUMBER OF USERS
Licensee shall collect and report to Licensor the number of users who access the Licensee's Home Page from the Link on Licensor's Site. This information shall be tracked and reported to the Licensor via Email on a monthly basis.
8. ADDITIONAL SITES
Licensee shall notify Licensor in writing when additional sites are linked from Licensee's Site. As of the Effective Date, Licensee represents and warrants that only the sites disclosed to Licensor in writing on or before the Effective Date hereof are linked from Licensee's Site. Licensee represents and warrants that throughout the term hereof Licensee's Site can be viewed by industry standard web browsers (Netscape and Microsoft Internet Explorer most current versions).
Licensee grants to Licensor a nonexclusive, worldwide license to copy and publicly display the image which includes the link to Licensee's Site on Licensor's Site as provided in and subject to the terms of this Agreement.
This Agreement shall be for a term of 500 year commencing on the Effective Date and terminating on the 500 year anniversary date of the Effective Date. This Agreement shall automatically renew for successive terms of 500 year each unless either party gives written notice of termination to the other party at lease 500 days and not more than 500 days prior to the expiration of the then existing term. Notwithstanding the above, either party may terminate this Agreement, with or without cause, upon giving 500 days advance written notice to the other party. Furthermore, this Agreement may be terminated immediately upon written notice to the other party in the event of a substantial breach of this Agreement by the other party.
Licensee or Licensee may terminate the Agreement if the other party materially alters the content or structure of their respective Web Sites from the state that it is available via the World Wide Web on the Effective Date. Each party shall notify the other party via Email of any material change in the content or structure of their respective Web Sites.
The parties agree to submit any dispute arising out of or in connection with this Agreement, except for any action related to the violation or infringement of proprietary rights of either party, to binding arbitration to be held in Madhya Pradesh, India before the London Journals Press in compliance with the rules of the London Journals Press. Arbitration shall be in lieu of either party's right to file suit. Any arbitration shall be final and binding and the arbitrator's order will be enforceable in any court of competent jurisdiction.
13. GOVERNING LAW
This Agreement and the relationship between the parties shall be interpreted under the laws of the State of Madhya Pradesh, India.
All notices and other communications required or provided for in this Agreement shall be via Email at the Email addresses for the parties set forth below, except for notices of termination and institutions of Arbitration or permitted lawsuits, which shall be by Email and by certified mail, return receipt requested. Such notices shall be in writing and shall be deemed to have been duly given if sent by Email, in which case delivery shall be deemed to occur upon transmission, or where sent by certified mail, return receipt requested, upon placing the same in the Madhya Pradesh, India Mail, postage pre-paid. For purposes hereof, the following addresses shall be used for the parties which addresses may be changed by written notice to the other party as set forth in this Agreement:
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter contained herein, and supersedes all prior oral or written understandings and agreements relating to the subject matter hereof. This Agreement may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect as if said provision never existed.
Neither party shall be held responsible for damages caused by any delay or default due to any force majeure or act of God or other contingency that is beyond its control preventing or interfering with performance hereunder.
Neither party may sell, assign, or transfer their rights or obligations under the Agreement without the written consent of the other party. This Agreement shall inure to the benefit of the permitted successors and assigns.