Effective date and date of most recent revision: 11/04/19
IMPORTANT NOTICE TO USERS:
1. Agreement to Terms. By clicking on “I AGREE” as displayed at the IBPA Website(s) during log-in, registration and/or purchase of goods and services, and/or by accessing the IBPA Website(s), the User confirms that they have read, understand, “opt in” and agree to be bound by all of the terms and conditions set forth in the TOU, which shall constitute a binding contract between the User and IBPA. To the greatest extent permitted by applicable law, clicking on “I AGREE” shall be deemed to be the electronic signature of the User. Whether or not the foregoing is a valid electronic signature, however, the User acknowledges and agrees that his, her or its agreement to be bound by the TOU is a material condition on which IBPA is relying in granting access to the IBPA Website(s), and the User shall be estopped from denying the existence and enforceability of the contract created between IBPA and the User as described here. The User’s right to access the IBPA Website(s) is conditioned on the User’s agreement to be bound by the TOU. If the User does not wish to be bound by the TOU, the User must exit the IBPA Website(s) immediately.
2. The IBPA Website(s). The IBPA Website(s), as the term is used in the TOU, includes but is not limited to
Some portions of the IBPA Website(s) are accessible to the public, and some portions are accessible only to current IBPA members, who may also be offered free or discounted products and services as a benefit of membership.
3. Responsibility for Access to the IBPA Website(s). The User is solely and strictly responsible for ensuring that their account information (including but not limited to their user name and password), equipment, facilities and premises are secure and accessible only to individuals who are authorized by the User to access the IBPA Website(s). The User is strictly liable and responsible for all activity and conduct by individuals who access the IBPA Website(s) by means of the foregoing, and the User’s indemnity obligations as set forth in Section 13 below shall apply to any such activity and conduct. For that reason, the User is cautioned and encouraged to install, maintain and supervise appropriate security restrictions to control access to the IBPA Website(s).
4. Assurances by the User to IBPA. Each User represents, warrants, acknowledges and agrees as follows:
(a) User Is an Adult. The User is 18 years of age or older and is authorized and empowered to enter into and perform their obligations under the TOU.
(b) No Copying, Sharing or Posting. The contents of the IBPA Website(s) are owned and controlled by IBPA, and/or are used by IBPA with the permission of third parties, and the User shall not copy, share, post or otherwise use the contents of the IBPA Website(s) for any purpose without the prior written consent of IBPA.
(c) Prohibited Conduct. The User shall not access or use the IBPA Website(s) for any purpose except those specifically authorized by IBPA. The User, whether alone and/or in conjunction with others, shall not engage in any activity or conduct that results, whether directly or indirectly, in the disruption or interruption of the IBPA Website(s); the interference with access and/or use of the IBPA Website(s) by other users; the addition, deletion and/or modification of the IBPA Website(s); the collection, recording, storage, and/or use of personal data about other users of the IBPA Website(s); the breach, or attempt to breach, the security and/or authentication features of the IBPA Website(s); the modification, reverse engineering, decompilation, decoding, disassembly or otherwise accessing of the source code used by IBPA in connection with the IBPA Website(s); the linking to the IBPA Website(s) in any manner that is false or misleading to the user; the use of the IBPA Website(s) to send unsolicited communications, whether personal or commercial in nature; the use of the IBPA Website(s)’ domain name(s) as a pseudonymous return email address; and/or the registration or use of any domain name that contains or is confusingly similar to the IBPA Website(s) domain name(s). Without limiting the foregoing, and by way of example only, the User may not introduce any viruses, Trojan horses, spyware, or other software of any kind whatsoever, or engage in “flooding,” “spamming,” “spoofing,” “mail bombing,” “crashing,” “framing,” “deep-linking,” or the forgery of any information that states or suggests a false affiliation or origin of emails and other electronic matter.
d) No Endorsements or Guarantees by IBPA. The User acknowledges and agrees that IBPA does not endorse or guarantee any of the third-party content that may be available through the IBPA Website(s), and/or any of the Users who may access the IBPA Website(s), and/or any third-party advertising or links that may be displayed at the IBPA Website(s), and that IBPA shall have no responsibility or liability for such matter or for such content and/or such persons.
5. Permission Granted to User. Conditioned on the User’s compliance with the TOU, IBPA grants permission to the User to access and use the IBPA Website(s) as set forth in the TOU, which incorporate by reference various additional terms and conditions posted at the Website(s). The permission granted to the User is personal, revocable, non-exclusive, non-transferable and non-sublicensable and shall remain in effect unless and until revoked by IBPA and/or as set forth in Section 9 below. Subject to the right of the User to access and use the IBPA Website(s), and excluding content licensed to IBPA by third parties for use at the IBPA Website(s), IBPA reserves ownership of copyright, trademark and all other intellectual property rights in and to the IBPA Website(s) and their contents, and its other products and services (collectively, the “IBPA Materials”).
8. Changes in the TOU. IBPA reserves the right to amend and modify the TOU in its sole and absolute discretion from time to time. The User is invited to monitor the TOU as posted at the IBPA Website(s) to determine the current terms and conditions of the TOU as they may be changed from time to time. IBPA will use its reasonable best efforts to notify Users if and when the TOU has been changed and to secure the User’s consent to such changes by clicking on “I AGREE.” By accessing any the IBPA Website(s) after any such notification, and by clicking on “I AGREE” at any time after any such notification, the User ratifies, approves and agrees to be bound by any such changes. If the User does not agree to be bound by the current TOU, the User must exit the IBPA Website(s) and cease all use of their content, resources and facilities. The TOU was last revised on November 4, 2019.
9. Termination. IBPA shall have the right, at any time and in its sole and absolute discretion, with or without cause, to terminate the TOU, the User’s access to the IBPA Website(s), and the provision of services to the User prior to the expiration of the term described above. Grounds for termination for cause include but are not limited to (i) any breach or default by the User under the TOU, and/or (ii) as otherwise provided in the TOU. Upon expiration or termination, the User shall no longer have the right to access and/or use the IBPA Website(s), the IBPA Materials, and/or the other products and services of IBPA.
10. Modification, Suspension or Cessation of Services. IBPA reserves the right to modify, suspend, and/or cease the operation of the IBPA Website(s) and/or the provision of services at any time, without notice and in its sole and absolute discretion, and no such decision by IBPA shall be deemed to be a breach or default of the TOU.
11. Reservation of Rights. IBPA reserves all rights under copyright, trademark and other intellectual property rights in and to the IBPA Materials and the other contents (including the selection, arrangement and coordination of contents and the “look and feel”) of the IBPA Website(s), its advertising, publicity, and marketing materials in any and all media now known or hereafter devised, and the logos, trademarks, trade dress, formats and other features of its various products and services as published, promoted and otherwise exploited by IBPA (collectively, “IBPA Marks”), excluding only such items of intellectual property that may be owned by third parties and are used by IBPA under license from the rights-holders or pursuant to the Fair Use Doctrine. The User expressly acknowledges and agrees that the permission granted to Users in the TOU shall not convey any of the foregoing rights to the User.
12. Take-Down Notices under the DMCA. IBPA will receive and evaluate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Written notices of claimed copyright infringement must be in strict compliance with all terms and conditions of the DMCA and must be submitted according to the procedures set forth in the DMCA to the following Designated Agent for IBPA:
Internet Service Provider: Amazon Web Services
Hosting Company Names:
Red Clay Interactive
Name of Agent Designated to Receive Notification of Claimed Infringement on behalf of IBPA: Jonathan Kirsch, Esq.
Full Address of Designated Agent to Which Notification to IBPA Should Be Sent: Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067
Telephone Number of Designated Agent: (310) 785-1200
Facsimile Number of Designated Agent: (310) 286-9573
Email Address of Designated Agent: firstname.lastname@example.org
13. Indemnity. The User shall indemnify, defend and hold harmless IBPA, its shareholders, directors, officers, partners, joint venturers, principals, subsidiaries and affiliates, and their respective shareholders, officers, directors, employees, partners, associates, affiliates, joint venturers, agents, representatives, vendors, contractors and licensors, from any and all claims, debts, demands, suits, actions, proceedings and/or prosecutions (“Claims”) based on allegations which, if true, would constitute a breach by the User and/or the User’s agents, representatives, employees, contractors, licensees, or affiliates, of any term of the TOU, and any and all liabilities, losses, damages, expenses (including attorneys’ fees and costs) and damages in consequence thereof. The User shall give prompt notice in writing to IBPA of any Claims. No compromise or settlement of any Claims shall be made or entered into without the prior written approval of IBPA.
14. Limitations on Liability of IBPA. The User acknowledges and agrees that he, she, they or it is accessing the IBPA Website(s) at his, her, their or its own risk. The IBPA Website(s), including but not limited to all of their content, features and functions, the other products and services of IBPA, and/or third-party content, links and advertisements accessible at or through the IBPA Website(s), are made available to the User without warranties, representations or indemnities of any kind whatsoever. IBPA makes no representations, warranties or indemnities regarding the completeness, accuracy, currency, suitability, functionality, merchantability, security, suitability for use, accuracy, or effectiveness of the foregoing by Users and shall not be liable for any use in violation of the terms and conditions of the TOU or otherwise. IBPA further makes no representations, warranties or indemnities regarding the availability, operation or functionality of the IBPA Website(s) and/or the facilities by which the IBPA Website(s) are accessed and hosted, and shall not be liable for service interruptions, corruption of data, damage to equipment, and/or malfunctions of any kind. IBPA, ON BEHALF OF ITSELF AND ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURERS, PRINCIPALS, SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, ASSOCIATES, AFFILIATES, JOINT VENTURERS, AGENTS, REPRESENTATIVES, VENDORS, CONTRACTORS AND LICENSORS, SPECIFICALLY DISCLAIM ANY LIABILITY (WHETHER BASED IN COPYRIGHT, TRADEMARK, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO THE IBPA WEBSITE(S) and/or THE PRODUCTS AND SERVICES OF IBPA (EVEN IF IBPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
15. Applicable Law. The TOU shall be interpreted, construed and governed in all respects by the laws of the United States of America and the State of California. Venue for any dispute arising under the TOU shall be in any court of competent jurisdiction in the County of Los Angeles, State of California, and the User hereby expressly submits and consents to such jurisdiction.
17. Modification and Waiver. Except as otherwise provided in Section 10 above, the TOU may not be modified or altered, and no term or condition may be waived, except by a written instrument signed by an authorized representative of IBPA. No waiver of any term or condition of the TOU, or of any breach of the TOU or any portion thereof, shall be deemed a waiver of any other term, condition or breach of the TOU or any portion thereof.
18. Severability. If any term or provision of the TOU is found to be unenforceable for any reason, the TOU shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions.
19. Force Majeure. IBPA will not be responsible for any delay or failure in performance resulting from any cause beyond its control.
20. Relationship of the Parties. IBPA and the User acknowledge and agree that they are independently contracting parties dealing at arm’s length with each in connection with the licensing of intellectual property rights and the provision of services. No partnership, joint venture, joint authorship, employment, fiduciary, agency or other relationship is created between them. The User shall not purport to act on behalf of IBPA in any manner or for any purpose and shall not purport to incur any debt or liability on behalf of IBPA.
If to the User: At the address given by the User at the time of log-in and/or registration and/or the purchase of goods or services from IBPA.
If to IBPA: Independent Book Publishers Association, 1020 Manhattan Beach Blvd., Suite 204, Manhattan Beach, CA 90266, email@example.com, or to such new and different address as may be posted from time to time in the TOU as posted at the IBPA Website(s).
With a copy to: Law Offices of Jonathan Kirsch, Attn.: Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067, firstname.lastname@example.org or such new and different address as may be posted from time to time in the TOU as posted at the Website(s).
22. Headings. Headings and footers are for convenience only and are not to be deemed part of the TOU.
Compliance Statement. Notwithstanding any other term or condition of the TOU, and to the extent required by applicable law, IBPA complies with the applicable provisions of (i) the General Data Protection Regulation of the European Union regarding personal data collected from Users who reside in the European Union, and (ii) the California Consumer Privacy Act.
Data Controller. IBPA is the controller of the personal data and personal information (collectively referred to as “personal data”) that is collected by IBPA from Users and/or about consumers.
Notice of the Nature and Purpose of the Personal Data and Information Collected by IBPA.
a) IBPA collects the following categories of personal information and personal data for the following purposes, and only to the extent that the collection and processing of personal data is adequate, relevant and not excessive in relation to these purposes:
User-Provided Information. IBPA collects information that is provided by the User during the registration process at the IBPA Website(s) (collectively, the “User-Provided Information”). Such information may include, but is not limited to, name, address, phone numbers, email addresses, and other contact information; and browsing, search and purchase history. All of the User-Provided Information (with the sole exception of financial data, such as credit card numbers, provided by the User in connection with the on-line purchase transactions) may be used by IBPA in its communications and dealings with the User.
Information Provided by Third Parties. IBPA may acquire information about Users and other consumers from third parties. Such information may include, but is not limited to, name, address, phone numbers, email addresses, and other contact information; and browsing, search and purchase history. All such information may be used by IBPA in its communications and dealings with the User.
Credit Card Transactions. If the User provides credit card and other financial information in connection with on-line purchases of goods and services from IBPA, such information shall be used by IBPA (and/or third-party services engaged by IBPA) only for the purpose of processing the payments and will not be maintained on file by IBPA.
Cookies. The Website(s) may employ “cookie” technology to keep track of a User’s activity and usage of the Website(s) and to collect and store information between a User’s visits to the Website(s). Cookies are small text files stored on the User’s computer that a website can use to recognize repeat users and to facilitate each user's ongoing access to and use of a website. Generally, cookies work by assigning a unique number to the user that has no meaning outside of the assigning site. IBPA cannot control the use of “cookies” by advertisers or third parties hosting data or facilities for the Website(s). Users who elect to remove or disable the “cookies” on their computers may impair the functionality of the Website(s). As set forth in the notice that appears on the landing page of the Website(s), any User who enters the Website(s) after landing on the landing page is consenting to the use of “cookies” as described above.
Release of Information Under Other Circumstances. IBPA reserves the right to disclose information whenever required to do so in order to comply with applicable law and/or legal process, and/or to enforce the terms of the TOU or any other agreement between the User and IBPA, and/or the protect or enforce the rights, property, safety, or security of IBPA, its advertisers and affiliates, and its employees, contractors, vendors, agents and representatives.
(a) IBPA uses its best efforts to assure that personal data is accurate when collected and updated when and where necessary to meet that objective.
(b) IBPA takes every reasonable step to correct or delete personal data that is inaccurate or incomplete.
(c) Personal data collected by IBPA is kept for no longer than is necessary for the purposes for which the data was collected or for which it is further processed, and is deleted if and when it is no longer necessary for these purposes.
(d) IBPA utilizes appropriate technical and organizational measures to protect against loss, alteration and/or unauthorized disclosure of, and/or access to, personal data and/or the unauthorized processing of personal data.
Rights of Individuals. Individuals whose personal information has been collected by IBPA may have rights set forth by various applicable laws even if they are not Users. Individuals may exercise any such applicable rights by contacting the IBPA agent for receiving and forwarding such communications: Jonathan Kirsch, Law Offices of Jonathan Kirsch, 1880 Century Park East, Suite 515, Los Angeles, CA 90067, (310) 785-1200, email@example.com.
No Sale or Other Disclosure of Personal Data. IBPA does not sell the personal data or personal information of Users or other individuals to third parties, and does not disclose such data to third parties except as described in the TOU.
User Authorization. By clicking on the I AGREE button, however, Users are also acknowledging and agreeing that (a) IBPA is authorized to transfer their personal data outside the European Union, if such authority is required by applicable law and (b) because IBPA is explicitly authorized by the Users to make the personal data of some Users available to third parties, IBPA will be able to rectify, erase or block the data that remains under its direct control but may not be able to do the same for personal data that has already been made available to third parties with the consent of the User.
Copyright © 2019 by Independent Book Publishers Association. All Rights Reserved.
IBPA and INDEPENDENT BOOK PUBLISHERS ASSOCIATION, and all associated word marks, design marks and trade dress, are trademarks of IBPA and may not be used without its permission.