1. Incorporation by Reference.

Your use of the Issuu Service and Issuu Pro is subject to this Agreement and the Issuu Service Terms of Use (including, but not limited to provisions regarding INDEMNIFICATION, LIMITATIONS OF LIABILITY AND DAMAGES, and DISCLAIMERS OF WARRANTIES). For the avoidance of doubt, any User Submissions that you have licensed to Issuu or otherwise uploaded to, or displayed on the Issuu Service prior to your signing-up for a Issuu Pro account or otherwise using Issuu Pro, will remain subject to the Issuu Terms of Use (rather than this Agreement). The Issuu Terms of Use is hereby incorporated into this Agreement by reference. For information regarding how Issuu collects, uses and discloses your personal information, please see the Issuu Privacy Policy.

2. Modification of the Terms; Modification of Fees

1. Issuu reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued use of the Issuu Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, Issuu shall send you notice of such change through your electronic mail account and you shall have a period of thirty (30) days from Issuu’s sending of such notice to accept or reject such changes. Should you reject such changes or not respond to Issuu’s notice, Issuu reserves the right to immediately terminate your use of and access to the Issuu Service and your sole remedy shall be a pro rata refund of the purchase price paid for the Issuu Service.
2. Certain functions on the Issuu Service may have fees associated with them. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our stated fees, which we may change from time to time. Issuu may choose to temporarily change the fees for Issuu’s services at its discretion, and such changes are immediately effective when Issuu posts the temporary promotional event or new service on the Issuu Service. Any changes to fees for Issuu’s services that are not temporary or promotional will be effective thirty (30) days after Issuu provides You with notice by posting such changes on the Issuu Service. Furthermore, Issuu reserves the rights to change, modify, or otherwise alter the fee structure of the Issuu Service at any time, including but not limited to charging. Unless otherwise stated, all fees are quoted in U.S. Dollars.

3. Certain Issuu Pro Services

1. Issuu Pro may include an ability to mark a particular aspect of User Submissions “private”. While Issuu uses commercially reasonable efforts to respect such private designation, you understand that whether or not some aspect of User Submissions is published or marked private by you, Issuu does not guarantee any confidentiality or privacy with respect to any of the User Submissions.
2. Issuu Pro may further include the ability for You to embed User Submissions and other Materials on Your website or other designated internet properties.

4. Registration, Accounts and Passwords

1. If you become a registered member and create an account on the Issuu Service, you agree to be responsible and/or liable for:

(i) maintaining the confidentiality of passwords or other account identifiers which you choose; and
(ii) all activities that occur under such password or account identifiers.

2. You agree to notify Issuu of:

(i) any loss of your password or account identifiers; and
(ii) any unauthorized use of your password or account identifiers.

3. Without limiting anything in this Agreement, Issuu will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section 4.
4. As applicable, Issuu may grant to You, as an enterprise or other subscribing organization of Issuu Pro, the ability to create a number of user sub accounts for members or employees of your subscribing organization, as designated by Issuu for You as an Issuu Pro user. Prior to the activation of each account in each instance, you and each account holding member of your organization shall be required to agree and accept both this Agreement and the general Issuu Terms of Use. You, as an enterprise or other subscribing organization of Issuu Pro, may create and designate sub accounts only for employees of your subscribing organization. You may not create any sub accounts for individuals who do not qualify as members of Your organization. Notwithstanding the terms of this Agreement herein, Issuu reserves the right, in its sole discretion, to suspend or deactivate any user or user sub account that it suspects of violating the foregoing.

5. Termination

For clarity, the following are in addition to the termination provisions in the Issuu Terms of Use:

1. By Issuu

1. You agree that Issuu, in its sole discretion, may terminate any account (or any part thereof) you may have with Issuu or use of the Issuu Service and remove and discard all or any part of your account or any piece of your User Submissions (as such term is defined in the Issuu Terms of Use), at any time, without notice.
2. If you breach any of your obligations, covenants, representations, or warranties in this Agreement, you agree that any termination of your access to the Issuu Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Issuu will not be liable to you or any third-party for any such termination.
3. Issuu may, in its sole discretion and at any time discontinue providing access to the Issuu Service, or any part thereof.
4. Issuu does not permit copyright infringing activities on the Issuu Service and reserves the right to terminate access to the Issuu Service and remove all content submitted by any persons who are found to be repeat infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Issuu Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Issuu may have at law or in equity.

2. By You
You may terminate your account, this Agreement, and your right to use the Issuu Service at any time and for any reason or no reason, by navigating to your account settings within the Issuu Service and selection the option to terminate your account. Unused fees are non-refundable and Issuu reserves the right to charge you the early termination fee agreed to by you at the time you subscribed to the Issuu Service. Notwithstanding anything to the contrary in this Agreement, Issuu retains the absolute right to immediately suspend or terminate your account, and terminate this Agreement, if the charges to your credit card for any fees are refused for any reason. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the Issuu Service before termination.

3. Effect of Termination
Upon termination of this Agreement by you, or subject to Issuu’s termination rights under Section 5.1, Issuu reserves the right to charge you fees through the end of your subscription term; provided that you shall have access to the Issuu Service in exchange for such fees through the end of your subscription term. If Issuu terminates your use of any part or all of the Issuu Service prior to the completion of your subscription period (except if such termination is a result of your breach of any obligations, covenants, representations, warranties, or terms in this Agreement or the Issuu Terms of Use, in which case Issuu may terminate without liability as described above), your sole remedy is a pro-rata refund of the purchase price paid for the unavailable service. Upon termination or your Issuu Pro account for any reason, any permitted continued use of the Issuu Service is subject to the Issuu Terms of Use.

6. User Submissions

1. You retain any ownership rights in your User Submissions. However, by submitting User Submissions to Issuu, you hereby:

1. grant Issuu a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, fully paid-up license under all rights necessary to host, transmit, edit, and otherwise exploit your User Submissions solely in connection with the Issuu Service and Issuu’ (and its successor’s) business, including without limitation for promoting and redistributing your User Submissions or part of or all of the Issuu Service (and derivative works thereof) in any media formats, media channels or medium now or hereafter in existence. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to use your User Submissions in proximity with or in connection with any third party content; and
2. unless marked private, or otherwise not designated for public use, grant each user of the Issuu Service a non-exclusive, irrevocable, perpetual license to access your User Submissions through the Issuu Service, and to use, reproduce, distribute, publish, prepare derivative works of, display and perform such User Submissions solely as permitted through the functionality of the Issuu Service and under this Agreement.

2. You are solely responsible for all of your User Submissions and you hereby recognize and affirm that the Issuu Service is merely providing you the means to produce and distribute your User Submissions. Accordingly, you shall be solely responsible for your own User Submissions and the consequences of posting or publishing it. You hereby affirm, represent, and warrant that:

1. You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Issuu and Issuu’s Users to use and distribute Your User Submissions as necessary to exercise the rights and licenses granted by You in this Agreement and in the manner contemplated by Issuu and these Terms;
2. Your User Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity; and
3. Your User Submissions do not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Issuu Service.

3. Violators of third-party rights may be subject to criminal and civil liability. Issuu reserves all rights and remedies against any Users who violate this Agreement.
4. Issuu reserves the right to discontinue any aspect of the Issuu Service at any time, including the right to discontinue the display of any User Submissions or linked or embedded content either generally, or in specific cases.
5. For the avoidance of doubt, you are not entitled to any compensation from Issuu for any User Submissions for any reason.

7. Issuu Revenues and Advertising

Issuu shall provide the Issuu Pro to you free from advertising. However, you acknowledge and agree that Issuu may in the future offer you as a user of Issuu Pro the opportunity to display advertising in connection with your use of Issuu Pro, of which you may share in the proceeds. In the event that Issuu offers such service, to be determined in its sole discretion, all terms of any such arrangement will be determined and executed between you and Issuu in a separate content partnership agreement or similar document. As an Issuu Pro user, Issuu will remove display advertising from your user account; provided, however, that You understand that Issuu may have agreements with websites including revenue sharing from advertising or transactions, and new user bounties for other aspects of the Issuu Service. You understand that you are not entitled to any benefits received by Issuu related to such advertisements or promotions. Apart from content contained in your User Submissions, you further understand that you shall have no right to sell, upload, or display advertisements, promotions, or solicitations of business in and on the Issuu Service.

8. Monitoring Users and Content

Issuu does not control the content posted by you and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for all content and material that you submit to Issuu.

9. Indemnification

You agree to indemnify and hold harmless Issuu, and its suppliers and partners, from any claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees), based upon or arising out of: (i) any breach or alleged breach by you of your covenants, representations and warranties herein; or (ii) the User Submissions, or (iii) these Issuu Pro User Terms.

10. Survival

Sections 1, 4.3, 5, 6, 9, 10 and 11 will survive any termination of this Agreement, provided however that your continued use of the Issuu Service is subject to the general Issuu Terms of Use as described in Section 5.3 above.

11. Miscellaneous

For clarity, all the terms in the Issuu Terms of Use (including, but not limited to the governing law and jurisdiction of California and Jurisdiction) shall apply to this Agreement. The services hereunder are offered by Issuu, Inc. located at c/o Sunstone Capital, 1370 Willow Rd., Menlo Park, CA 94025, USA; email: feedback@Issuu.com. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.