Access and use of the membership sections of the Site are provided by TodayBooks to you on condition that you accept the terms and conditions of this Membership Agreement and the Terms of Use, and by using or accessing the membership sections of the Site, you agree to the terms and conditions of this Membership Agreement and its Terms of Use. If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership sections of the Site.

TodayBooks reserves the right, to change or modify any or all parts of this Membership Agreement at any time. Your use of the membership sections of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by TodayBooks. If at any time you choose not to be bound by the terms and conditions of this Agreement, you should instantly cease use of the membership sections of the Site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.

Confidential Information

For the purposes of this Membership Agreement, Confidential Information means any and all data, information, documents, software or materials relating to the business and management of TodayBooks, its members, users, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered as confidential, including but not limited to: their business model and operations, products, designs, processes, pricing, promotions, business plans, development, know-how, trade-secrets, author manuals, authors, clients, methodologies, Site content belonging to others and other copyright property.

You acknowledge that the Confidential Information ,as defined above, which you obtain through the agreeing to this Membership Agreement and/or the use of the Site constitutes valuable, confidential, proprietary information of TodayBooks and its licensors, and you agree that you shall not, without the express written consent of TodayBooks, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.

Purchases

When entering credit card information the purchaser warrants that he/she is the cardholder and that the all information provided is correct. By approving the purchase of the product, you authorize TodayBooks to charge the designated credit card, or Paypal account, for the total amount of the purchase.

Refund Policy

TodayBooks products are sold as-is and are non-refundable. All sales are final.

Delivery Policy

All digital products purchased on our site are downloadable upon completion of sale. They are available for download for a period of no longer than 5 (five) days from date of purchase.

Site-Content

You acknowledge that the Site contains or may contain information, illustrations, photographs, data and other material (collectively, "Content") which is protected by copyright, trademark or additional proprietary rights of TodayBooks and its affiliates or other third parties (including other members).

You may not change, publish, pass on, transfer or sell, reproduce, derive works from, share, display, reverse engineer or in any way exploit any of the Content, in whole or in part from the site or from downloaded materials.

Content is provided to TodayBooks through members entering into an Agreement, either on an exclusive or non-exclusive basis. Subject to the provisions of the applicable Agreement, you may post on the Site any Content owned wholly by you. You may download Content only in accordance with the terms of this Membership Agreement.

Passwords

You acknowledge and agree that you may access and utilize the membership sections of the Site using your email Address, and the password selected and used by you. You agree that you shall not disclose such password to any other party and it will remain confidential.

You acknowledge and agree that you will be responsible for each and every access or use of the membership sections of the Site that occurs in conjunction with your Email address and passwords, and that TodayBooks is authorized to accept your Email address and password as conclusive evidence that you have accessed and/or utilized the membership sections of the TodayBooks Site. You acknowledge that your applicable password is unique to you and that, although TodayBooks does have the ability to require password(s) to meet certain requirements and to reset password(s), TodayBooks does not have the capability to access the actual password.

As explained below, TodayBooks reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.

You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other partys use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other TodayBooks member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Supplier information

This is a legal agreement between any member intending to sell or upload data or materials onto the Site (in this agreement referred to as "you or the "Supplier") and TodayBooks. The Supplier wishes to appoint TodayBooks as its non-exclusive agent to license and distribute Content produced by the Supplier on the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Content available to TodayBooks by following the "Upload procedures identified on the Site or delivery to TodayBooks by any other means including but not limited to email, courier or post (regular mail). Each submission of Content will be governed by the terms and conditions of this Agreement.

This Agreement remains in full force and effect until terminated in accordance with its terms.

Condition of Content

The parties acknowledge that the Supplier may, from time to time, provide information, photographs, illustrations, animations, data files, and other material (collectively, "Content") to TodayBooks using the Upload procedures of the Site or such other procedures as the parties may mutually agree. TodayBooks, in its sole discretion, may determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered "Accepted Content for the purposes of applicable provisions of this Agreement.

Any violation of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.

Allowance of Authority

The Supplier hereby appoints TodayBooks as their non-exclusive agents to license royalty free Content to third parties within the jurisdictions of TodayBooks business. For all Content, Supplier grants TodayBooks the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, edit, package, repackage, produce and sell content or similar content publicly perform or display Content to prospective purchasers through the Site or other venues owned or operated by TodayBooks or its affiliates which it may determine from time to time, and the right to grant perpetual, non-exclusive and non-transferable licenses or sub-licenses to members in accordance with the terms of this agreement.

In addition to the foregoing grant, TodayBooks may use Accepted Content for its own business purposes relating to the promotion of the Site and its circulation programs, and the licensing of Content (including, without limitation, the use of the Content and the Supplier’s registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties). No payment shall be due to the Supplier for use of Content for such business purposes.

Intellectual Property Matters

The Supplier acknowledges that TodayBooks prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other related law or proprietary right to be submitted to the Site.

By submitting Content, you are warranting that you own all proprietary rights, including copyright, to the Content.

The Supplier agrees that neither TodayBooks nor any of its representatives shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.

Compensation

A sale is determined by a product which is selected and successfully delivered where payment is confirmed and not reversed. Bonuses may be offered using page rank as a factor. Page Rank system used is a Google standard for measuring page popularity. TodayBooks reserves the right to use any form of page popularity it deems necessary to select the page rank.

TodayBooks agrees to pay a portion of the fees collected in respect of Content that is downloaded or otherwise purchased according to the following rate schedule:

All percentages are calculated before taxes, if taxes are applicable. TodayBooks reserves the right to verify page rank. The parties acknowledge that the Rate Schedule is subject to change at the sole discretion of TodayBooks in the ordinary course of its business without notice. If at any time the Rate Schedule is not acceptable to the Supplier, you may refrain from providing additional Content or terminate this Agreement in accordance with its terms.

TodayBooks will endeavour to make payment of fees in respect of Content on a quarterly basis on or about the 1st day of the new quarter, provided such fees aggregate a minimum of US$20, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement; and (iv) any amounts owing by the Supplier to TodayBooks under this or any other Agreement. Without limiting the generality of the foregoing, TodayBooks is entitled to set-off against any amount owing to Supplier, all amounts to which TodayBooks is or may be entitled under this Agreement or otherwise by law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.

NOTICE: You acknowledge that the material you provide pursuant to this Agreement that becomes Content may be purchased or licensed by members with the intention that such licensees will adhere to the terms of this agreement. TodayBooks cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not considered in this Agreement. You also agree that notwithstanding any rights you may have to pursue the licensees of such Content at law, TodayBooks shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Content. TodayBooks will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.


Representations and Warranties

By uploading Content to the Site you represent and warrant that the Content:

1. Is owned by you, or to the extent owned by someone else, that you have obtained that partys permission to provide the Content to TodayBooks for use, copying and distribution under the license in this Agreement;
2. Does not violate any copyright, trademark, trade secret or other intellectual property right;
3. Does not invade any individuals right of privacy or publicity;
4. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable
5. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
6. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or TodayBooks rule or policy;
7. Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;
8. To the best of your knowledge, all purported factual information in the Content you upload is true and accurate, and the use of any recipe, formula, or instruction in the Content will not result in personal injury to any user. Users are prohibited from using TodayBooks to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, TodayBooks cannot guarantee the accuracy, integrity or quality of Content.
9. the Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects; and

Effect of Termination

Upon the termination of this Agreement, the grant of authority given to TodayBooks shall end subject to the following conditions:

(i) TodayBooks shall remove the Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, TodayBooks shall have the right to continue licensing Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, TodayBooks will continue, in accordance with this Agreement, to pay compensation outstanding to the Supplier in respect of licenses granted to members during any intermediary period, subject to any rights of set-off under this Agreement or at law.

Upon termination, TodayBooks will be permitted to retain all amounts owing to the Supplier for a period of thirty (30) days and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, administering and terminating your account.

Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by TodayBooks pursuant to this Agreement.

Currency of Web site

TodayBooks updates the information on this Web site frequently. TodayBooks cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Web site. TodayBooks may change, enhance or erase information, services and/or the resources contained in the Web site and reserves the right to make such changes without prior notification to past, current or prospective visitors.

Web links

This Web site and the content it provides may provide links to third party Web sites for your convenience only. The inclusion of these links does not imply that TodayBooks checks or endorses these Web sites. TodayBooks does not accept any responsibility for such Web sites. TodayBooks shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services obtainable on or through any third party Web sites or linked resources.


Email

TodayBooks enquiries can be directed to comments@todaybooks.com , keep in mind that the internet is not a totally secure medium and any communication may be lost, intercepted or altered. TodayBooks is not liable for any damages related to communications to or from this Web site or any other form of correspondence. You agree with respect to any information provided by you to us that:

· TodayBooks has no obligation concerning such information;

· the information is non-confidential;

· TodayBooks may use, disclose, distribute or copy the information and may use any ideas, concepts or expertise contained in the information for any function without compensation; and

· the information is truthful and disclosure of the information does not go against the legal rights of others.

Content Management

TodayBooks does not and cannot review all material uploaded to the Site and is not responsible for the content of such material. TodayBooks reserves the right to move, delete or edit any Content that it may determine, in its sole discretion to be unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your Email address. TodayBooks shall have the right but not the obligation to correct any errors or omissions in any Content. You acknowledge that any screening and editing of Material performed by TodayBooks to determine Accepted Content is done as a courtesy only.

TodayBooks.com respects intellectual property rights, and we ask our users and members to do the same. If you believe that your work has been copied and intellectual property rights have been otherwise violated in a way that constitutes copyright infringement, please provide TodayBooks with notice of any infringement in writing via email as soon as possible. All matters will be dealt with seriously and promptly.

Indemnity

You agree to indemnify, defend and hold TodayBooks and its affiliates, and their respective directors, employees, partners and agents (collectively, the "TodayBooks Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any TodayBooks Party in connection with: (i) any use or alleged use of the Site under your Email address by any person, whether or not authorized by you; (ii) or resulting from any communication made or material uploaded under your email address; or (iii) any breach by you of this Agreement. TodayBooks reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with TodayBooks defence of such claim.

Term and Termination

This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing legal@todaybooks.com or by such other means of written notice acceptable to TodayBooks which enables confirmation of your identity and your intention of terminating. TodayBooks reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the member areas of the site at any time for any reason without prior notice or liability. TodayBooks may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.

Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to TodayBooks under this Agreement

Upon termination of your access to the membership sections of the Site, you agree to forfeit all amounts owed to you if you are unreachable within 30 (Thirty) days using the contact information submitted by you.

Age and Responsibility

You represent and warrant that you are of legal age to use the Site and to enter binding legal obligations for any liability you may sustain as a result of the use of the Site. You agree to be responsible for all of your use of the Site (as well as for use of your Email address and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Site under your name or account.


Disclaimer of warranties

The site, including any content contained therein, are provided "as is" without representation, warranty or condition of any kind, either express or implied. TodayBooks does not represent or warrant that the site or the content will meet your desires. TodayBooks does not warrant that use will be uninterrupted or free of errors
TodayBooks does not represent or warrant that the site or any content available for downloading through the site will be free of viruses, contamination or destructive features.

Limitation of liability

You assume all responsibility and risk for use of the site including any of the content or information contained therein.

In no event shall TodayBooks or any of its representatives be liable for any damages whatsoever, be they incidental, indirect, punitive, exemplary, or consequential (including damages for loss of profits, loss of information, or any other loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this membership agreement, including without limitation your use of, reliance upon, access to, or exploitation of the site, the content or any part thereof, or any rights granted to you hereunder, even if TodayBooks has been advised of the possibility of these damages, whether the action is based on contract, tort (including negligence), contravention of intellectual property rights or otherwise.

In any event, TodayBooks total maximum aggregate liability under this membership agreement or in respect of the use or exploitation of any or all part of the site or the content in any manner whatsoever shall be limited to the fees collected for the content.

Some Provinces do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply. In such jurisdictions, the liability of TodayBooks or any of its representatives shall be limited to the extent permitted by law.

Applicable law

The Site is controlled, operated and administered by TodayBooks from within the Province of Ontario, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions lists laws that may vary from those of the Province of Ontario, by accessing the Site, you accept and agree that this Membership Agreement will be governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of law principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province of Ontario, Canada with respect to the subject matter of this Membership Agreement. This Membership Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Any and all disputes arising out of, under or in connection with this Membership Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Ontario, pursuant to the rules of the Arbitration Act (Ontario) in effect at the time arbitration is demanded.

If TodayBooks is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse TodayBooks for its legal fees, costs and disbursements if TodayBooks.

General

You specifically consent and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

TodayBooks failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.

The parties have requested that this Membership Agreement and all documents relating thereto be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui sy rattachent soient en anglais.

Contact

If you have concerns relating to the Site or this Membership Agreement, please contact TodayBooks at legal@todaybooks.com

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE EXAMINED THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TODAYBOOKS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TODAYBOOKS RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.