Terms and Conditions
Last updated: November 28, 2018
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://www.thenovelry.com website (the "Service") and TheNovelrylodge.com operated by The Novelry Ltd ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
You are encouraged to familiarise yourself with your rights contained within the Sale of Goods Act 1979, Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1999.
If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. You expressly agree that The Novelry is not responsible for any loss or damage arising from the submission of false or inaccurate information.
By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. You expressly agree that The Novelry Ltd cannot accept any liability for loss or damage arising out of such cancellation.
We reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.
We reserve the right to refuse membership to an applicant without giving further explanation.
Retreats and Residential Courses
The Novelry does not offer, or include a charge for holiday cancellation insurance. The responsibility for arranging any holiday or holiday cancellation insurance lies with the lead member, and their guests. No refunds will be applicable after the date indicated upon the offer.
Availability, Errors and Inaccuracies
We are constantly updating our offerings of products and services on the Service. The products or services available on our Service may be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Service and in our advertising on other web sites. You expressly agree that any such offer of a product or service does not constitute a legal offer capable of attracting legal consequences.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. Section "Availability, Errors and Inaccuracies" is without prejudice to existing statutory rights.
Contests, Sweepstakes and Promotions
Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or The Novelry LLP cancels it. You may cancel your Subscription renewal by contacting the customer support team or within your settings.
A valid payment method, including credit card or PayPal, is required to process the payment for your Subscription. You shall provide The Novelry Ltd with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize The Novelry Ltd to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, The Novelry will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Should automatic billing fail within 5 days, your access to The Novelry and all its member websites will be terminated with the removal and destruction of your material for sake of privacy regulations. Your failure to subscribe as a member will remove your access to courses.
Affiliates - see separate Terms and Conditions below but we draw your attention to this:
You may not bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks : The Novelry, The Ninety Day Novel, Kritikme, Get That Novel Done.
The Novelry Ltd may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").
You may be required to enter your billing information in order to sign up for the Free Trial.
If you do enter your billing information when signing up for the Free Trial, you will not be charged by The Novelry Ltd until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
At any time and without notice, The Novelry reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
The Novelry Ltd, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
The Novelry Ltd will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable. Courses which are given in their entirety at purchase are non-refundable.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
Use of Content on the Website
These Terms of Service apply to all users of the Website, including users who are also contributors of text content, information, and other materials or services on the Website.
Thenovelry.com website and other web sites owned by The Novelry Ltd may contain links to third party websites that are not owned or controlled by The Novelry Ltd. The Novelry Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, The Novelry. Ltd will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve The Novelry Ltd from any and all liability arising from your use of any third-party website.
In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify The Novelry Ltd immediately of any breach of security or unauthorized use of your account.
Although The Novelry Ltd will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of The Novelry Ltd or others due to such unauthorized use.
You will not create an account if you are under 16 years of age.
The administration of the site reserves the right to terminate any account without notice.
General Use of the Website
The Novelry Ltd hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:
A. You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without The Novelry Ltd's prior written authorization.
B. You agree not to alter or modify any part of the Website.
C. You agree not to access User Submissions (defined below) or Content through any technology or means other than the Website itself.
D. You agree not to use the Website for any commercial use, without the prior written authorization of The Novelry Ltd. Prohibited commercial uses include any of the following actions taken without The Novelry's express approval:
* sale of access to the Website or its related services on another website;
* use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue;
* the sale of advertising, on The Novelry website or any third-party website, targeted to the content of specific User Submissions or The Novelry content;
* and any use of the Website or its related services that The Novelry finds, in its sole discretion, to use The Novelry's resources or User Submissions with the effect of competing with or displacing the market for The Novelry, The Novelry content, Thenovelry.com or its User Submissions.
E. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, The Novelry Ltd grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Novelry Ltd reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
F. In your use of the Website, you will otherwise comply with the terms and conditions of these Terms of Service, The Novelry Ltd community guidelines, and all applicable local, national, and international laws and regulations.
G. The Novelry Ltd reserves the right to discontinue any aspect of the websites at any time.
H. Access to the website, subsidiary websites and groups is available to subscribed members only on acceptance of these terms and conditions.
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Websites.
The content on the Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to The Novelry Ltd, subject to copyright and other intellectual property rights under the law. Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, modified, produced, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, translated, published, performed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. The Novelry Ltd reserves all rights not expressly granted in and to the Website and the Content. You also agree to keep confidential during and after the course any information and/or material which is divulged by other students on the course as a result of class discussions or other discussions held at The Novelry LLP (either oral or written). All class discussion is private and confidential.
You agree not to make any audio or visual recordings of the sessions, the work of the tutor, guest speakers or of your fellow students.
You may access User Submissions solely:
* for your information and personal use;
* as intended through the normal functionality of the Service;
You may access Content, User Submissions and other content only as permitted under this Agreement. The Novelry Ltd reserves all rights not expressly granted in and to the Content and the Service.
You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. You must keep confidential and not copy, publish or disclose to any other person in any form any writing, titles, plot or storylines, characters or other ideas, concepts or information expressed or communicated in any form by the The Novelry LLP tutor, any other students or others in anticipation of, during or following and related to the course (Creative Information) unless and only to the extent that the person expressing or communicating such Creative Information can be shown to have expressly consented to its use by others.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Websites or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Websites or the Content therein.
You understand that when using the Websites, you will be exposed to User Submissions from a variety of sources, and that The Novelry Ltd is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against The Novelry with respect thereto, and agree to indemnify and hold The Novelry, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
As an account holder you may submit textual, audio, visual, or audiovisual content including but not limited to stories, poetry, polls, profile images, forum messages or instant messages. User submitted content are collectively referred to as "User Submissions." You understand that whether or not such User Submissions are published, The Novelry does not guarantee any confidentiality with respect to any User Submissions.
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them.
For clarity, you retain all of your ownership rights in your User Submissions.
In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to post the material and to grant The Novelry all of the license rights granted herein.
You further agree that you will not, in connection with User Submissions, submit material that is contrary to these Community Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
The Novelry does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and The Novelry Ltd expressly disclaims any and all liability in connection with User Submissions. The Novelry Ltd does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and The Novelry.com will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights or contravenes any applicable privacy legislation. The Novelry.com reserves the right to remove Content and User Submissions without prior notice.
You will give three pieces of feedback on the work of others before asking for feedback on your work at no more than 2000 words a time.
You will give kind, constructive critique and respect the community ethos.
You will make yourself known honestly and fairly using your first name at the social group (closed group on Facebook) and at the Live Lodge. You will represent who you are and what you do professionally honestly.
Please note your membership of the community is bound by acceptance of the community rules.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.
The Novelry Ltd will terminate a User's access to its Website if, under appropriate circumstances, the User is determined to be an infringer.
The Novelry Ltd reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement or privacy law, such as, but not limited to, hate crimes, pornography, obscene or defamatory material, or excessive length. The Novelry Ltd may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement ("Infringement") of any person.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of "Copyright Infringement" of hello @ thenovelry.com and include in your notice a detailed description of the alleged Infringement.
In cases where there are conflicting claims to the ownership of Copyright, it is our policy to air on the side of removing materials from our Service.
Complaints under the Copyrights, Designs and Patents Act 1988, and European Commerce Directive 2000
If you wish to make a complaint/request that certain material be taken down, please send a request in writing to our Notice and Takedown Officer.
We, The Novelry Ltd, are committed to ensuring that the material displayed on our Service is lawful and in accordance with our UK and EU Copyright Law. To help us deal with your complaint as quickly as possible, please include the following information in your correspondence and mark it as "URGENT":
Your contact details - including your name, email address and daytime telephone number.
Identify the material in question - please include sufficient detail to enable us to identify the material complained of.
The reasons for your objection.
We will review each objection on its merits and pending our inquiries, may remove or disable access to the relevant material from our Service.
Where appropriate, you should include information relating to the status of the material in question (i.e. Where you hold a Trademark, or own the Copyright to an image). This will enable us to deal with your request promptly.
You can contact our Notice and Takedown Officer via email at hello @ The Novelry.com
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of The Novelry Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of The Novelry Ltd.
When you upload content, you give to The Novelry a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and The Novelry business.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by The Novelry Ltd.
The Novelry Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that The Novelry 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 use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless The Novelry and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall The Novelry, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
The Novelry Ltd its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will The Novelry ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Service, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by The Novelry or any person for whom The Novelry Ltd is responsible, and even if The Novelry Ltd has been advised of the possibility of such loss or damage being incurred.
These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.
If you have any questions about these Terms, please contact us.
© The Novelry Ltd is a limited liability company. Registered in England and Wales. Registered no:11673447
Affiliate Program Terms and Conditions
This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between The Novelry Ltd (registered in England and Wales with company number OC421091) ("The Novelry", "The Novelry.com" or "we"), and you, ("you" or "the Affiliate") the party submitting an application to become a The Novelry.com affiliate). The terms and conditions contained in this Agreement apply to your participation with the The Novelry.com ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by The Novelry.com or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within seven (7) business days. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, The Novelry.com agrees as follows:
The Affiliate also agrees to:
The following additional program-specific terms shall apply to any promotional programs set forth below:
You may not use the Trademarked names The Novelry and The Novelry.com in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our site. You may not use The Novelry and The Novelry.com in any manner or any variation or misspellings in your domain name.
You may not bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our Trademarks (see the list of protected SEM bidding keywords below): The Novelry, www.The Novelry.com, The Ninety Day Novel, Kritikme, Get That Novel Done. In order to bid on brand term-discount term concatenations (i.e. The Novelry coupon, The Novelry discount, The Novelry deal, and variations thereof), you must obtain written consent from The Novelry's affiliate marketing team.
Except as otherwise provided in this Agreement or with the consent of The Novelry.com, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. The Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any The Novelry.com graphics, creative, copy or other materials owned by, or licensed to, The Novelry.com in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of The Novelry.com's trademarks, service marks, copyrights, patents or trade secrets. You agree that The Novelry.com may use any suggestion, comment or recommendation you choose to provide to The Novelry.com without compensation. All rights not expressly granted in this Agreement are reserved by The Novelry.com.
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all The Novelry.com or Client intellectual property, and will cease representing yourself as a The Novelry.com or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement The Novelry.com reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) The Novelry.com determines that you have violated this Agreement, (ii) The Novelry.com receives any complaints about your participation in the Affiliate Program which The Novelry.com reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, The Novelry.com reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to The Novelry.com for approval by sending it to your The Novelry.com representative and upon receiving written approval from The Novelry.com of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon The Novelry.com's approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon The Novelry.com's approval.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. The Novelry.com shall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, The Novelry.com represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to The Novelry.com's own business operations or The Novelry.com's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, The Novelry.com may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. The Affiliate agrees to promptly implement any request from The Novelry.com to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
The Affiliate hereby agrees to indemnify, defend and hold harmless The Novelry.com and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by the Affiliate herein, (ii) any misuse by the Affiliate, or by a party under the reasonable control of the Affiliate or obtaining access through the Affiliate, of the Links, Offers or The Novelry.com or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links). The Novelry.com hereby agrees to indemnify, defend and hold harmless the Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that The Novelry.com is not authorized to provide you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, The Novelry.com EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. The Novelry.COM DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. The Novelry.COM EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. The Novelry.COM DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL The Novelry.COM BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF The Novelry.COM. IN NO EVENT WILL The Novelry.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE NOVELRY.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.THE NOVELRY.COM'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BYTHE NOVELRY.COM IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
The Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by The Novelry.com to enforce the terms of this Agreement. This Agreement contains the entire agreement between The Novelry.com and the Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. The Affiliate agrees that The Novelry.com shall not be subject to or bound by any insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether The Novelry.com "clicks through" or otherwise indicates its acceptance thereof. The Affiliate may not assign all or any part of this Agreement without The Novelry.com's prior written consent. The Novelry.com may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
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