Terms of Agreement
This Publishing Agreement (“Agreement”) is entered into as Date between Noogul Online Digital Services (“Publisher”), and (“Author”)
The Website and Software Development section of the Noogul website (www.nooguls.com) and other websites and services run by or for Noogul and its Licensees (as defined below) contain the terms and conditions under which Noogul Digital Services offers and renders certain book publishing, distribution, printing, promotional, and other services (Website and Software Development). By using or accessing the Services, including by submitting materials (and the print, text, associated artwork, and underlying works embodied therein) for Noogul to distribute (whether through uploading to the Website or by submitting physical embodiments of your material (and the print, text, associated artwork, and underlying works embodied therein)), you are indicating your acceptance of this Agreement. You consent to being governed by the terms and conditions outlined above as well as all terms incorporated by reference (for instance, as Books or print publications) to Noogul.
WHETHER YOU ARE ACTING ON YOUR OWN BEHALF OR ON BEHALF OF ANOTHER AUTHOR, WRITER, PUBLISHER, OR CORPORATION (IN WHICH CASE, "YOU" SHALL MEAN THE AUTHOR, WRITER, PUBLISHER, OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT), THIS AGREEMENT ESTABLISHES A LEGALLY BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND US. THEREFORE, BEFORE UTILIZING THE SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, PLEASE READ IT THOROUGHLY AND GET ADVICE FROM YOUR OWN BUSINESS AND LEGAL COUNSEL.
Noogul maintains the right, at any time and at its sole discretion, to add, remove, and/or alter any of the terms and conditions contained in this Agreement by publishing a modification notice or a new agreement on the Site. We shall notify you through email or another method we deem suitable in our sole discretion if there are any significant changes to the terms of this Agreement. Your sole option is to terminate your account and stop using the Services if any alteration is objectionable to you. You must sign into your Noogul account and select Cancel Distribution under All Applicable Partners under My Books > View Status in order to end your distribution agreement. Following our posting of a change notice or new agreement on the Site or any other method of notifying you, your continuing use of the Services, or your failure to send us a Termination Notice within fifteen (15) days of the date we provide such notice, will be deemed your formal acceptance of the changes.
No amendments to this Agreement, despite what was said above, will apply to any disagreement you and Noogul had before the modification's effective date.
FOR AS LONG AS YOU USE ANY SERVICES, YOU ARE ACCOUNTABLE FOR KEEPING A WORKING EMAIL ADDRESS ON FILE WITH NOOGUL DIGITAL SERVICES.
2. CERTAIN DEFINITIONS:
For the purposes of this Agreement, the following capitalized words shall have the following meanings:
a. "AUTHOR CONTENT" refers to the writings, creative works, photos, text, and other content that you have provided to us in connection with the Services. Any Author Content you provide must be yours, be under your ownership or control, or be allowed by you for all purposes and under the rights given and permitted herein.
b. "NOOGUL WIDGET" is a piece of software that is available on the Website that you may share or embed on other websites in order to make the Author Content easier to distribute, communicate to the public through, or otherwise transmit over the Internet using those other websites.
c. "BOOKS AND CONTENT" means any book, including print books, audio books, eBooks, and other digital and physical media of any type, that contains the author's content..
d. "COPYRIGHT MANAGEMENT INFORMATION" refers to the electronic data that conveys information about digital books, including your name, the title of the relevant published work, and the published Noogul name.
e. "LICENSEE" means any third party licensee that we may approve or sublicense to carry out the marketing, distribution, printing, and sale, or other use or exploitation of the Author Content in accordance with the provisions of this Agreement, such as Apple Books, Amazon, Scribd, or others.
f. "TERRITORY" signifies the entire universe or any other more specified areas that you specify throughout the registration procedure.
3. PAYMENT TO NOOGUL
You must pay Noogul the fees in force at the time you request a certain service, as stated on the website, in this Agreement, or in any manner made accessible to you (the "Noogul Fees"), in exchange for the services performed under this agreement. Noogul Digital Services has the right to change the Noogul Fees at any moment and without notice. If any revised Noogul Fees are applicable to you, Noogul Digital Services will notify you at least fifteen (15) days before the revised Noogul Fees take effect. Your acceptance to the modified Noogul Fees is evidenced by your continuous use of the Services after such effective date. If the modified Noogul Fees are unacceptable to you, your only recourse is to cancel this Agreement in accordance with the terms outlined on our website.
All Services provided after the effective date of the aforementioned revisions shall be subject to the modified Noogul Fees. Any expenses incurred via the use of your Noogul account by you or any other person using your account are strictly your responsibility. You are in charge of updating the settings on your Noogul Account in order to inform the Company if your payment method has changed. Your Services might be stopped or suspended if you don't offer a legitimate payment method. Click here to view a list of Noogul's current prices and fees: Noogul Pricing
4. AUTHORISATION
In accordance with the terms of this Agreement, you appoint us as your only authorized representative for the sale and other distribution of the author content. Even though you still have the option to sell Author Content directly, you are not permitted to designate any third parties to: (a) act as your authorized representative for distributing Author Content to third party distributors, whether for online or offline redistribution (since online retailers like Apple Books, Barnes & Noble, etc. will reject content that may be delivered by multiple parties); or (b) distribute, publish, or otherwise exploit the Author Content in any way, including but not limited to: (c) sell Author Content directly.
5. LICENSE:
You hereby grant to us the right and license to reproduce, distribute, publish, publicly perform, publicly display, and otherwise use and exploit the Author Content as necessary to complete the Services you choose throughout the Territory during the Term (except for direct sales by you as specified in this Agreement), including the right to:
a) Reproduce, format, reformat, digitize, and convert the author content into books in any form or format;
b) Distribute, publicly perform, publicly display, and otherwise make portions of the author content (referred to as "Samples") available for promotional uses and without payment to you in any format, including but not limited to digital media, printed media, audio, and via a Noogul Widget you or a third party authorized by you may place on any website.Promote, sell, sublicense, distribute, and deliver the Books and associated metadata to purchasers and resellers who may use such Books and associated metadata in accordance with usage rules approved by us and pursuant to any limitations imposed by the distribution preferences you designate in your account (e.g., only sales of permanent digital or physical files);
c) Use the Author Content and give others permission to do so in connection with all kinds of book services, including, but not limited to, sales or licenses of Books as permanent digital files, digital files made available through subscription services, digital files made available through library services, audio downloads and streams (including, without limitation, permanent downloads, conditional downloads, and streams to mobile devices), and re-installs to devices.
d) Print, disseminate, and sell the Books—and permit Licensees to do the same—in any way permitted in connection with the Services, including directly to you, via our Website, kiosks, distributors, and retailers, as well as through third-party and specialized websites and online stores, via your Bookshop page, and via other sales channels as determined by us;
e) Permit and authorize others to permit the restricted sharing of Books for advertising purposes between current and future customers; Use and distribute Copyright Management Information as embodied in Books;
f) Use the Authorized Content, Authorized Artwork, and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
g) Display and electronically fulfill and deliver Authorized Artwork used in connection with the Author Content for personal use, solely in conjunction with the applicable Books; and
h) Permit Licensees to change or remove the cover art, metadata, and product description you provide for your Books for any reason.Make necessary changes to this Agreement to comply with Licensees' rules and regulations not mentioned above;
i) Permit our Licensees to carry out any one or more of the aforementioned tasks; and
j) Permit our third-party partners to produce narrated audiobooks (digital audio files) using artificial intelligence (AI) technology as a derivative work of the Authorized Content under the following restrictions:
k) No editorial changes are allowed throughout the development and proofing processes, and we will provide you up to three proofs of any such audiobooks for inspection and permission before any such audiobooks are sold.
l) The rights provided under this Agreement are exclusive, with the exception of your ability to sell the Author Content directly to consumers and end users.
6. TERM AND TERMINATION:
The term of this Agreement will begin when you first access or use the Services or otherwise accept this Agreement and will last until terminated by either you or us, upon twenty-four (24) hour's written notice (the "Term"). If sent by Noogul, this notice may be sent to you at the most recent email address you have provided to Noogul Digital Services, and if sent by you to Noogul, this notice may be sent to Noogul only at the following email address: support@nooguls.com Your username, the email address connected to your Account, and the subject line "Termination of Digital and Print Distribution Agreement" are all required. Any specific book titles that you have previously submitted in accordance with this Agreement may also be requested to be deleted from your account by sending an email to: support@nooguls.com with your username, the email address connected to your Account, and the book title(s) in question. Our staff will start trying to remove the requested Book title as soon as you submit your request, but please be aware that it might take 4-6 weeks or more for the titles to disappear from retail locations all over the world. The rights and licenses granted under this Agreement will continue to be applicable to such title up until we are able to remove it.
7. PAYMENTS TO YOU
a) E-Books and Online Distribution
i. Wholesale rate: We will pay you the following for books released online through our network of third-party distribution partner licensees (which includes Apple Books, Amazon, and other partners):
a. For all users: We shall pay to you the "Wholesale License Fee" (defined below), which shall be equal to sixty percent (60%) of the net wholesale price we actually receive from such Licensees for the sale or other licensed uses of your Books, less any Sales Tax (as defined below) and comparable taxes, surcharges, or other out-of-pocket costs we may incur in connection with such transaction.
ii. Bookshop Sales: If authors want to activate their free eCommerce website, the Bookshop page, we will send you the following:
a. The "Retail License Fees" for e-books are Sixty-five percent (65%) of the retail price actually paid by a customer for the sale or other licensed use of the books through the bookshop, minus any applicable sales taxes (as defined below) and other taxes, surcharges, or other out-of-pocket expenses we might have to pay in connection with the transaction.
b. A Retail License Fee equal to Fifty-five percent (55%) of the retail price actually paid by a customer for narrated audiobooks produced in accordance with Section 5(n), net of any Sales Taxes (as defined below) and comparable taxes, surcharges, or other out-of-pocket expenses we may incur in connection with such transaction.
iii. The "Digital License Fee" will hereafter refer to both the Wholesale and Retail License Fees as a whole. The calculation described in this Section 6(a) does not include Digital License Fees owed to Noogul by any person or entity with whom Noogul has entered into a contract but not received or collected (e.g., as a result of chargebacks, contract breaches, failure to pay, etc.).
iv. In accordance with this Agreement, payments of the Digital License Fee, or portions thereof, may be regarded as royalties and subject to tax withholding of up to thirty percent (30%) of payment amounts owing to you. Noogul could be compelled to notify the Internal Revenue Service of such payments. In order to prevent Noogul from deducting any sums owed to any applicable tax authority, you must make sure that Noogul possesses valid, current tax identification numbers and tax withholding certificates.
v. Print-on-Demand Sales: For Books sold through our Print-on-Demand Services, we will (i) collect the sales proceeds, including any payments made by outside distributors, (ii) subtract all costs and pass through amounts associated with such sales, including all printing, binding, manufacturing, packaging, shipping, selling and distribution fees, and Sales Taxes, and (iii) pay you the per-unit sales amount that was quoted at the time of signup. The precise sum you get will vary on a number of elements, including the exchange rates for foreign currencies, the manufacturing expenses involved with producing your Books, and changes in third party distribution and other fees.
vi. Noogul shall have the right to deduct all or a portion of any sums due to you under this agreement, including any amounts due under Section 3 above, from any amounts that would otherwise be due to you.
vii. Noogul shall reduce the amount owing from the money owed to you under this agreement if Noogul overpays any remittance to you, such as when fraudulent or illegal purchases are charged back to Noogul after payments have been made. You agree to send a payment back to Noogul Digital Services within 20 days of receiving notice to rectify the overpayment if the amount due is greater than your accumulated funds.
viii. Noogul reserves the right to stop posting money to your Account and prevent you from withdrawing money in any other way if it receives notice of any claim, demand, action, suit, or other legal proceeding alleging facts that are inconsistent with your warranties and representations, or if Noogul has reason to suspect fraud in relation to your Account based on its reasonable business judgment. In addition to its other remedies, Noogul Digital Services may, to the extent that any fraudulent activities are found to be the result of your or your affiliates' actions or omissions, deduct any costs incurred (including legal fees and costs) in connection therewith from any money otherwise due to you under this agreement. You acknowledge that certain Noogul licensees may also have rules regarding fraud and potentially fraudulent activity, and you agree that these policies will bind you under the terms of this agreement.
ix. Noogul shall have the right, in its sole discretion, and in addition to any other remedies available, to deduct from your Ac the costs of associated legal fees in the event that it receives a claim of infringement of a third party's intellectual property rights, failure to comply with any third-party license requirement, or other breach of any of your warranties under this agreement.
x. Noogul and its Licensees reserve the right, to the maximum extent authorized by law, to choose the appropriate selling price and other costs associated with the Books.
xi. Every accounting data will be accessible and updated every day in the members-only secure portion of the Noogul website. When the sums credited to you reach the Threshold Amount, we shall pay you (via wire or electronic transfer). Even if you have not reached the Threshold Amount, we may choose, in our sole discretion, to pay you at other times we consider appropriate. All rights granted and all duties assumed by you in this Agreement will be fully and adequately covered by the payments paid under this Agreement.
xii. We'll keep books and records that detail sales and other authorized usage of your books. You may hire a Certified Public Accountant ("CPA") to examine those Books and records as described in this Section 8(a) and 8(b) only, but not more than once a year, at your expense. However, you may not do so if the CPA or his/her firm has already started looking into our Books and records for someone else, unless the examination has already been completed and any relevant audit issues have been resolved. Such Certified Public Accountant shall only act pursuant to an acceptable confidentiality agreement, which shall prohibit the release, disclosure, or publication of any information resulting from such audit or examination to any person, firm, or corporation other than to you or to a judicial or administrative body in connection with any action relating to this Agreement. Only to confirm the veracity of the information submitted to you, your CPA may conduct those examinations. These examinations will all follow GAAP standards and practices.
Only once, and only within one (1) year of the date we sent you the statement in question, may your CPA conduct such an examination. Only during our regular business hours and at the location where we maintain the books and records that need to be reviewed may your CPA conduct such an examination. If you want to conduct an examination, you must let us know at least thirty (30) days before the day you want to start the procedure.
By giving you notification no later than five (5) days before to the examination's scheduled start date, we reserve the right to postpone the examination's start date. In this case, the examination's window of opportunity will be extended for the duration of the delay. We may compel you to discontinue your test at any time with seven days' notice to you if it hasn't been finished within one (1) month of the time you started it. After that seven-day notice period has passed, we are not obligated to allow you to continue the examination.
Any additional documents that do not clearly document sales or other authorized uses of the Digital Books will not be subject to examination by your CPA. (i) You must provide us with particular notice of any objections you have to a statement within one (1) year of the date we are obliged to submit it to you, together with your justifications. At the conclusion of such one (1) year term, each Statement shall become conclusively binding upon you and you shall have no further right to dispute thereto.
If you do not file a lawsuit against us within that one (1) year window, you forfeit your right to sue us in relation to any statement or for your portion of the digital licensing fees on sales and licenses made within the time period covered by the statement.
The scope of the proceeding will be limited to determining the amount of the Digital License Fees due to you for the accounting periods in question if you file a lawsuit in a court of competent jurisdiction regarding any controversy or claim relating to statements provided to you under this Agreement. The court will not have the authority to consider any other issues or grant any relief other than the recovery of any Digital License Fees found to be owing. Your only option for redressing any claim based on our representations will be to reclaim any such royalties.
xiii. Information on taxes. Noogul will make a reasonable effort to obtain the sales and other taxes due on the sale of the Author Content ("Sales Tax") and to pay such Sales Tax, as well as any other comparable taxes, including VAT (Value Added Tax), to the appropriate taxing jurisdictions on your behalf. This could include reserving money in accordance with Section 9(a)(iii). Despite the foregoing, you acknowledge and agree that you are ultimately responsible for paying any Sales Tax and other comparable taxes owed in connection with the sale or distribution of the Author Content in accordance with this Agreement. As a result, you hereby indemnify Noogul Digital Services for any Sales Tax and other comparable taxes that may be owed in addition to those amounts collected and remitted on your behalf by Noogul.
8. YOUR OBLIGATIONS REGARDING RIGHTS IN AUTHOR CONTENT:
In order for your submission and our exercise of the rights granted under this Agreement to not infringe or violate the rights of any third party, any Author Content you submit must be either owned or controlled by you, or you must have sufficient rights therein to grant the rights granted under this Agreement with respect to such Author Content. For the purposes of using the Author Content and any associated metadata in accordance with the terms of this Agreement, you or a licensee (acting on your behalf) shall acquire and pay for any and all approvals or licenses necessary in the Territory (or any portion thereof). Without limiting the generality of the foregoing, specifically, you or a licensee acting on your behalf will be accountable for and shall pay (i) any royalties and other sums owed to authors, writers, co-authors, artists, copyright owners and co-owners, publishers, and any other publishing royalty participants from sales, distribution, or other uses or exploitation of the Books, (ii) all payments that may be necessary under any collective bargaining agreements that are applicable to you.
9. NOOGUL DIGITAL SERVICES CONTENT POLICY:
For any reason, including if Noogul thinks the content is hate speech, offensive, exploitative, abusive, pornographic, defamatory, inflammatory, false, fraudulent, illegal, or glorifies or promotes illegal acts, or is otherwise objectionable, Noogul reserves the right to refuse or remove any order. This decision will be made in its sole and absolute discretion.
Despite the aforementioned, Noogul supports the client's right to produce material in the manner in which it is meant to be consumed. As a result, as long as the material does not contravene the material Policy in the preceding sentence, we shall produce, market, distribute, and/or promote content that contains profanity or explicit language.
10. INDEMNIFICATION:
a) Indemnification. You hereby hold us harmless and indemnify us from any and all liabilities, costs, losses, and expenses (including, but not limited to, legal fees and expenses) (collectively, "Claims") arising out of or related to any claim, demand, or action which arises out of any breach or alleged breach or violation of any warranties, representations, covenants, or agreements made by you in this Agreement, including, but not limited to, your representations that: You agree to pay us back immediately any money we have paid for any loss, expense, cost, liability, or damage covered by the aforementioned indemnification. We may, at our discretion, postpone payment of any sums otherwise due to you under this agreement until the outcome of any claim, demand, or action in a sum not exceeding your possible responsibility to us under this clause.
b) Indemnification Request. You will not, without our prior written consent, enter into any settlement or agree to any disposition that requires Noogul to admit liability or places any obligations on Noogul other than the payment of money that is easily measurable for purposes of accounting. If we make an indemnification request to you under this Section, we may allow or require you to control the defense, disposition, or settlement of the matter at your own expense. We shall have the right to direct the defense in any matter or litigation through counsel of our choosing to defend against any such Claim for which you owe Noogul an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense, if we determine, in our reasonable and good faith judgment, that you are not capable of defending your or our interests against any Claims.
11. COPYRIGHT AND INTELLECTUAL PROPERTY INFRINGEMENTS
Information on how to file a copyright or other intellectual property infringement suit.
a) Noogul Digital Services respects and takes very seriously the preservation of all other people's intellectual property as well as copyrights, and we urge that our users do the same. On the Site or through the Noogul Service, infringement will not be permitted.
b) Noogul's intellectual property policy is to (1) remove content that it reasonably believes, after receiving notice from a third party whose intellectual property is being infringed upon through the Site, is doing so; and (2) remove any Products or Submissions posted to the Site by "repeat infringers." Any user who has posted Products or Submissions to the Service and for whom Noogul has received more than two takedown notices compliant with regard to such Products or Submissions is considered a "repeat infringer" by Noogul. However, Noogul retains the right to suspend or cancel any user's account after receiving a single report of alleged infringement or at its sole discretion.
c) Steps to Follow When Reporting Alleged Infringement. Send an immediate "Notification of Claimed Infringement" with the following details to the Designated Agent listed below if you think any Productions or Submissions made available on or through the Site or the Noogul Service have been used or exploited in a way that violates an intellectual property right you own or control. Your message must mostly contain the following:
i. The written or electronic signature of a representative duly appointed by the owner of the work(s) purportedly infringed upon;
ii. A list of sample works, or, if numerous works are covered by a single notification, identification of the infringing works or materials;
iii. Specific identification of the allegedly unlawful or subject to unlawful activities content that needs to be deleted or access to which needs to be restricted, along with information that is reasonably sufficient to allow Noogul to find the material;
iv. Information that is at least adequate to allow Noogul to contact you, such as your address, phone number, and, if available, an email address;
v. A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
vi. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. To ensure that you are fulfilling your duties to submit a legitimate notice of claimed infringement, you should speak with your own attorney.
vii. Designated Agent Contact Information. Notices of claimed infringement can be communicated:
Via E-mail : support@nooguls.com
d) Retaliatory Notification. If Noogul Digital Services notifies you that content you posted to the Site or through the Noogul Service has been the target of a Notification of Claim Infringement, you have the option to send Noogul what is known as a "Counter Notification." A Counter Notification must be in writing, delivered to Noogul's Designated Agent through one of the channels listed on our website, and contain essentially the following details in order to be effective:
i. A physical or electronic signature of the subscriber;
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
iii. A statement under penalty of perjury stating that the subscriber has a good faith belief that the material was removed or disabled as a result of error or misidentification of the material to be removed or disabled;
iv. The subscriber's name, address, and phone number, along with a declaration that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the address is outside of the United States, for any judicial district in which Noogul may be found, and that the subscriber will accept service of process from the individual who provided notification under Section 11(c) of this TOS above or an agent. When sending a Counter Notification, a party should confirm its duties under the Copyright Act by speaking with an attorney or referring to 17 U.S.C. 512.
v. Counter notifications or false notifications of alleged infringement. According to the Copyright Act, anybody who intentionally makes a false statement in violation of [Section 512 of the Copyright Act (17 U.S.C. 512)] is subject to prosecution. (1) That content or action violates the law, (2) that the removal or deactivation of the material or activity was due to an error or misidentification, shall be responsible for any costs and attorneys' fees incurred by the alleged infringer, by any copyright owner or licensee, or by a service provider who is harmed by the misrepresentation, as a result of [Noogul] relying on the misrepresentation in removing or deactivating access to the material or activity that was claimed to be infringing,
12. MONITORING OF YOUR CONTENT; REMOVAL OF CONTENT FROM WEBSITE:
a) Monitoring. The author content is not subject to Noogul's control or jurisdiction, and the company is under no duty to keep an eye on it. Noogul Digital Services may decide, in its sole discretion, to monitor, review, or otherwise access some or all of the author content; however, by doing so, Noogul disclaims all liability for any inappropriate elements of the author content and any obligation to modify or remove them. Noogul also disclaims any responsibility for monitoring, reviewing, or otherwise accessing the content or artwork of any other authors.
b) Right of Removal. Noogul maintains the right, in its alone and unassailable discretion, to delete and not utilize or exploit any Author Content from the Website for any reason or for no reason, including if Noogul considers such content: If Noogul requests that you provide documentation of your rights in content that: (i) violates the Noogul Content Policy; (ii) is the subject of a dispute between you and another party; (iii) you cannot provide upon Noogul's request; (iv) violates or is alleged to violate the intellectual property rights, privacy rights, or other rights or protected interests of a third party; (v) is the subject of a takedown notice by a party claiming to own (vi) is the target of any fraudulent conduct, or for any other circumstance that, in Noogul's sole discretion, requires action to safeguard the commercial interests of Noogul and any of its business partners or Licensees. Any content (including but not limited to racist or sexual content, hyperlinks, SEO spam, materials from the public domain, or infringing/offensive/prohibited photos or content) may be rejected by our partners, merchants, and Licensees for any reason. Noogul will not be liable to you if your content is rejected by any partner for any reason, and Noogul will not grant a refund or credit for any services (including but not limited to conversion, formatting, cover design, and distribution) once we have formatted and delivered the content. If you are rude, abusive, or willfully mislead any Noogul employees or agents, Noogul Digital Services may also take your Author Content off the Website. In the event that any Author Content is taken down from the Website or any Licensee website or service, Noogul Digital Services shall not be liable to you in any way. Noogul is still obligated to pay you any royalties that may have accumulated prior to the removal of any Author Content even if it is removed.
c) No Termination Due to Removal. The removal of Author Content by Noogul from the Website or the websites or services of the Licensee will not automatically result in the termination of this Agreement. You must email Noogul a notice of Termination in order to stop this Agreement after any Author Content has been deleted.
13. ACCOUNT INFORMATION; DISCLOSURES:
a) Your Account Information. You must register for an online account (an "Account") in order to access some elements of the Website, such as your account details and recurring statements. The information you supply to Noogul during registration will be true, accurate, current, and full, you hereby represent and warrant. Additionally, during the Term of this Agreement, you hereby represent and warrant that you will take all necessary steps to keep the information associated with your Account, including your email address, correct and current.
b) Password. You will have login information, including a username and password, if you are a registered user of the Services. Your Account is private to you, and you may not give anyone else access to it or disclose your Account information with them unless that person has your express permission to do so. You should be careful to protect the privacy of your username, password, and any device you use to access the Website because you are accountable for any activity that occurs under your Account. You promise to immediately alert us of any unauthorized use of your login credentials. You hereby undertake to promptly alert Noogul by email at support@nooguls.com if you have any cause to suspect that the security of your Account information has been compromised or that a third party not authorized by you has accessed your Account. Any damages incurred by Noogul Digital Services and others (including other users) as a result of an unauthorized use of your Account that occurs before you inform Noogul that your Account has been hacked will be entirely your responsibility.
c) Disclosure of Information. You acknowledge, agree, and consent that Noogul may access, preserve, and disclose your Account information and the Author Content if required to do so by law or in the good faith belief that such access, preservation, or disclosure is necessary or appropriate to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to a claim that any of the Author Content infringes on the rights of third parties; (iv) satisfy your requests for customer service.
14. DISCLAIMERS:
a) The website, the services, and any third-party software, applications, content, or services made available in conjunction with or through the website are all provided "as is," "as available," and "with all faults" without any express or implied guarantees or warranties, including, but not limited to, those relating to correctness, accuracy, or dependability.
b) Noogul and its affiliates, partners, licensors, and suppliers hereby disclaim all express, implied, and statutory warranties of any kind with respect to the services, the website, and this agreement, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. This disclaimer is made to the fullest extent permitted by applicable law. Noogul does not provide any warranties in relation to the website or any advice you might acquire from them, whether verbally or in writing.
c) Noogul Digital Services and its subsidiaries, joint ventures, licensees, and suppliers do not guarantee that the website will operate continuously or without interruptions or that it will be free of bugs, viruses, or other harmful components. They also do not guarantee that any of the aforementioned issues will be fixed. You acknowledge and agree that your use of, access to, and/or acquisition of any information, materials, or data through the website or any connected websites or applications, and your offering of the author content through the services, are at your own risk and discretion, and that you will be solely responsible for any resulting loss of data or damage to your property (including your computer system, phone, or any other device or peripheral used in connection with the website).
15. LIMITATION OF LIABILITY; BASIS OF THE BARGAIN:
a) Regardless of whether such liability is claimed under the theories of contract, tort (including negligence or strict liability), or any other legal theory, Noogul Digital Services shall not be liable to you for any special, incidental, consequential, or punitive damages of any kind, for any reason, including, without limitation, the breach of this agreement or any termination of this agreement, even if we have been advised of the possibility of such damages. The failure of any licensee to pay Noogul or you any royalties that are due for any use or misuse of the author content, whether in accordance with an existing, expired, or terminated agreement with Noogul or otherwise, shall not subject Noogul to any liability for royalties, fees, payments, or damages. In all cases, Noogul's total liability to you for any breach of this agreement shall be limited to the sum of money that Noogul actually paid you for the distribution or licensing of the author content during the six-month period immediately before the date on which you asserted your claim against Noogul.
b) The aforementioned limitation or exclusion may not apply to you because applicable legislation may not permit the limitation or exclusion of responsibility or incidental or consequential damages. You acknowledge that in such circumstances, Noogul's liability shall be limited to the greatest extent permitted by law because such disclaimers and limitations of liability reflect a reasonable and fair allocation of risk between you and Noogul Digital Services and are essential components of the basis of the agreement between you and Noogul. You acknowledge and agree that without such restrictions, Noogul Digital Services would not be able to provide its services to you on an economically viable basis and would not provide such services in the absence of a limitation of responsibility.