WEbook Terms of Use and Member Agreement

Originally Posted: February 13, 2008

PLEASE READ THIS AGREEMENT CAREFULLY.

Your registration as a member of the WEbook website constitutes acceptance of this agreement and creates a binding legal contract.

  1. Legal Agreement

    This WEbook Member Agreement ("Agreement") applies to all Members of WEbook, Inc.'s website (the "Site") and is a binding, legal contract between each Member of the Site ("Member" or, as appropriate, "you" or "author") and WEbook, Inc. ("WEbook").

    Members cannot be under the age of 13. By entering into this Agreement, you represent and warrant that (i) you are at least 18 years old; or (ii) you are the parent or legal guardian of a prospective Member who is between the ages of 13 and 18 and that you are entering this Agreement on behalf of that prospective Member.

    By registering on the Site, you accept the terms and conditions of this Agreement, and you warrant and represent that you have the legal capacity to enter into this Agreement.

  2. Definitions of Basic Terms

    "Member" or "you" means a person registered to use the Site.

    "Personal Information" means (i) information about Member provided to WEbook in connection with registration on the Site; and/or (ii) Personal Information you place, post, or make on the Site about yourself. Personal Information may include but is not limited any information that could be used to identify you, including but not limited to your name, image, address, phone number, e-mail address, Social Security number, etc..

    "Privacy Policy" means WEbook's Privacy Policy available here.

  3. Content

    A primary goal of the Site is to enable authors and other Members to develop Content into publishable works under a system that may include the creation of ideas for book projects, feedback from Members on books in progress, ratings by Members on books proposed for publication by WEbook, creation and development of ideas for potential book projects on Member forums, etc.

    "Content" means any work of authorship or other form of expression made or placed on the Site, including but not limited to text, treatments, ideas, refinements, suggestions, storyboards, books, essays, comments, feedback, editorial comments, ratings, contributions and input of any kind, all other substantive contributions and input, images, photographs, graphics, information, data, and software. Content includes but is not limited to all modifications of and revisions to Content that was previously made or placed on the Site.

    For all Content made, placed, or posted on the Site by Member and for all revisions or modifications to such Content, Member grants to WEbook the Archival License set forth below in Section 9.B of this Agreement.

  4. Types of Works

    A "Work" is any book project on the Site, including all SAWs, CCWs, and ANTs. There are three types of Works:

    • Single Author Work

      A "Single Author Work" ("SAW") is a Work that has one author.

    • Continuous Cooperative Work

      A "Continuous Cooperative Work" ("CCW") is a Work that (i) has more than one author; and (ii) is not an ANT. CCWs are "joint works" under the U.S. Copyright Act.

      All CCWs will have a "CCW Project Leader," who will be (i) the Member who originates the CCW project with a call for authors or otherwise; or (ii) when WEbook initiates the CCW with a call for authors or otherwise, the Member or other person assigned by WEbook.

      A SAW can transition to a CCW. By way of example only, the author of a SAW may write two chapters of a SAW and then seek contributions from other Members who will become authors of the Work. At that point, the SAW author must agree to the new status of the SAW as a CCW.

    • Anthology

      An "Anthology" ("ANT") is a Work that (i) consists of a collection of singular literary works (e.g., poems, short stories, recipes) published in a single volume; (ii) has more than one author; and (iii) is not a SAW.

      ANTs are "collective works" under the U.S. Copyright Act.

      All ANTs will have an "ANT Project Leader," who will be (i) the Member who originates the ANT project with a call for authors or otherwise; or (ii) when WEbook initiates the ANT with a call for authors or otherwise, the Member or other person assigned by WEbook.

      A SAW can transition to an ANT. By way of example only, the author of a SAW may write two chapters of a SAW and then seek contributions from other Members who will become authors of the Work. At that point, the SAW author must agree to the new status of the SAW as an ANT.

  5. Stages of a Work
    • Writing Stage

      The first stage of a Work will be the "Writing Stage". The "Writing Stage" is the period of time beginning when a Work is initiated or placed or posted on the Site and ending when the Work is subjected Public Feedback or Ratings, whichever comes first.

      During the Writing Stage, all SAW and ANT authors and all CCW joint authors retain ownership of all copyrights in the Content authored by each author.

      During the Writing Stage, each SAW and ANT author and each CCW joint author agrees not to transfer or license to a third party (other than WEbook) any part or all of the author's copyright rights in the Content authored by each author. Each author acknowledges and agrees that any such transfer or license will be an irreparable breach of this Agreement subject to immediate injunctive relief sought by WEbook.

      For all Content made, placed, or posted on the Site during the Writing Stage, all authors grant to WEbook the Site License set forth in section 9.A of this Agreement. As each such author adds, deletes, or modifies Content during the Writing Stage ("Content Modifications"), the Member continues to grant to WEbook the Site license set forth in section 9.A with respect to both the Work and all Content Modifications.

      Member may remove Content from the Site during the Writing Stage as set forth below in section 10.

    • Private Feedback

      "Private Feedback" is any Content made or placed on the Site by a member of the Private Feedback Circle for a Work to or about the Work.

      A "Private Feedback Circle" means one or more Members invited by an author of a SAW or Project Leader of a CCW or ANT to view a Work and to contribute Private Feedback to or about the Work.

      The author of a SAW or the ANT or CCW Project Leader has sole discretion to subject the Work to Private Feedback. The author of a SAW or the Project Leader of a CCW or ANT has sole discretion to determine which Members may be part of the Private Feedback Group for the Work, including sole discretion to invite and remove Members from the Private Feedback Group for the Work. Each Member agrees to and acknowledges the Project Leader's rights set forth in this provision.

      The Private Feedback stage is part of the Writing Stage.

    • Public Feedback

      "Public Feedback" includes all Content to or about a Work that (i) is made or placed on the Site by a Member; and (ii) is not Private Feedback.

      For SAWs and CCWs, the Public Feedback stage begins when the author of a SAW or the CCW Project Leader submits a Work to review and commentary by all Members of the Site.

      The author of a SAW has sole and exclusive discretion to determine when and if the SAW is submitted for Public Feedback. When the author submits the SAW to Public Feedback, the author of the SAW immediately grants WEbook the Exclusive Option to Publish the SAW, as set forth in section 6 of this Agreement.

      The CCW Project Leader has sole and exclusive discretion to determine when and if the CCW is submitted for Public Feedback. When the CCW Project Leader submits the CCW to Public Feedback, each author of the CCW immediately grants WEbook the Exclusive Option to Publish for the Content of the CCW authored by the author, as set forth in section 6 of this Agreement.

      The Public Feedback stage for an ANT begins when the author of part of the ANT submits the part to Public Feedback. The author of each part of an ANT has sole discretion to submit the part authored by the author to Public Feedback. When the author of part of an ANT submits the author's part to Public Feedback, the author immediately grants WEbook the Exclusive Option to Publish for the Content of the ANT authored by the author, as set forth in section 6 of this Agreement.

      • Members Who Contribute Public or Private Feedback Are not Authors or Co- Authors of Joint Works

        Posting, placing, or making Content on the Site as or in Public Feedback, Private Feedback, a Group, and/or the Forums does not establish authorship of a Work regardless of the content or nature of the Public and/or Private Feedback. Accordingly, Members who provide Private and/or Public Feedback to a Work acknowledge and agree that, by virtue of any and all such Private and/or Public Feedback, they (i) are not and do not intend to be authors or joint authors of the Work; (ii) have no right or intention to determine whether or how their Private and/or Public Feedback is incorporated or used in a Work; (iii) have no right or intention to be credited or attributed as authors of the Work; and (iv) have no right or intention to be identified as an author in a copyright registration for the Work.

      • Assignment and License Back of Ownership of Private and Public Feedback

        Each time a Member posts, places, makes, or modifies Content on the Site as or in Private Feedback, Public Feedback, a Group, and/or the Forums, the Member immediately assigns all rights, title, and interest in and to all such Private and Public Feedback to WEbook as set forth in section 9.C of this Agreement.

        For all Public Feedback, Private Feedback, Forum posts, and Group posts covered by the assignment to WEbook in this section, WEbook grants to Member WEbook's Creative Commons License to Members, as set forth in section 9.E of this Agreement.

    • Ratings

      The "Ratings" stage is when Content is rated by Members for publication by WEbook.

      The Ratings stage begins when a SAW or CCW, or an ANT or part of an ANT, is submitted for Ratings.

      Ratings will be based on a five-point scale. WEbook reserves the right, in its sole discretion and without advance notice, at a future date to revise the scale and adjust the pending scores to an equivalent point on the new scale. WEbook will use a proprietary formula to weight ratings of particular Content relative to other Content. The proprietary ratings formula will attempt to gauge quality and credibility factors, including the quantity of ratings for the Content, the actual ratings of the Content, the source of ratings, and other factors that WEbook will utilize but have no obligation to disclose to Members.

      As a general rule, Works that are rated above the top 10% of all rated Works on the Site will be considered for publication by WEbook. However, WEbook reserves the right to depart from this consideration for Works that, in WEbook's sole discretion, otherwise merit publication consideration.

      WEbook has sole discretion to determine the Content that WEbook will publish.

      The author of a SAW has sole and exclusive discretion to determine when and if the SAW is submitted for Ratings. If the author of a SAW elects to skip the Public Feedback stage but does submit the SAW for Ratings, then, upon submission of the SAW for Ratings, the author of the SAW immediately grants WEbook the Exclusive Option to Publish, as set forth in section 6 of this Agreement.

      The Project Leader of a CCW has sole and exclusive discretion to determine when and if the CCW is submitted for Ratings. If the Project Leader of a CCW elects to skip the Public Feedback stage but does submit the CCW for Ratings, then, upon submission of the CCW for Ratings, each author of the CCW immediately grants WEbook the Exclusive Option to Publish for the Content of the CCW authored by the author, as set forth in section 6 of this Agreement.

      The author of part of an ANT has sole discretion to submit the part authored by the author to Ratings. When the author of part of an ANT submits the author's part to Ratings, the author immediately grants WEbook the Exclusive Option to Publish for the part of the ANT submitted to ratings, as set forth in section 6 of this Agreement.

      When the author of a part of an ANT submits the part(s) he/she authored to Ratings, the author agrees that the ANT Project Leader has discretion to determine whether and what Content and/or parts of the ANT may be rated as a whole ANT and considered for publication. The discretionary right granted to the ANT Project Leader is not exclusive and is subordinate to WEbook's superior discretionary right to make the final determination of what Content and/or parts of the ANT may be rated as a whole and considered for publication.

      For a SAW or CCW, the Ratings stage ends sixty (60) days after the SAW or CCW is submitted to Ratings. The Ratings stage for an ANT ends sixty (60) days after the last part of the ANT is submitted to Ratings (i.e., the Ratings stage for an ANT can last longer than sixty days).

  6. WEbook's Exclusive Option to Publish

    For purposes of this section of the Agreement, "Publish" means publication of a Work or part of a Work in or as a book, an electronic book, a digital book, a magazine, a journal, a downloadable or electronically transferable file(s), an audio-book, online, a format that can be used with products such as Amazon's "Kindle" or Sony's "Reader" (or any device created in the future), and in any other manner that exists now or in the future that enables humans to read, hear, or view the Work.

    "Exclusive Option to Publish" means the exclusive right granted by a Member to WEbook (at no cost to WEbook) for WEbook to Publish a Work or part of a Work during the term of the Exclusive Option to Publish (the "Option Term").

    The Option Term for SAWs and CCWs will be calculated as follows:

    • the period of time the Work is in the Public Feedback stage; plus
    • the period of time the Work is in the Ratings stage; plus
    • 180 days after the end of the Ratings stage for the Work.

    Because an ANT can be submitted to Public Feedback and/or Ratings as a whole Work (by the ANT Project Leader) or in parts (by the authors of the respective parts), the Option Term for whole ANTs and parts of ANTs will be calculated as follows:

    • the period of time the whole ANT or any part of the ANT is in the Public Feedback stage; plus
    • the period of time the ANT or any part of the ANT is in the Ratings stage; plus
    • 180 days after the last Ratings stage for the ANT or any part of the ANT.

    If WEbook is unable to Publish the Work during the Option Term for any reason beyond WEbook's control (including any force majeure such as war, strike, riot, crime, act of nature, governmental restriction, etc.), the Option Term shall be postponed and tolled for a period of time reasonably related to such cause, after which, the Option Term shall commence again.

    To ensure the exclusivity of the Exclusive Option to Publish and during the Option Term, Member agrees, with respect to the Content subject to the Exclusive Offer to Publish, not to allow, authorize, or contract with a third party other than WEbook to Publish the Content.

    If WEbook Publishes a SAW during the Option Term, then the author of the SAW assigns all rights, title, and interest in and to the SAW to WEbook, as set forth in section 9.C of this Agreement.

    If WEbook Publishes a CCW or ANT during the Option Term, then each author of the ANT or each joint author of the CCW assigns to WEbook all rights, title, and interest in and to the Content of the CCW authored by the author, as set forth in section 9.C of this Agreement.

    During the Option Term, WEbook has exclusive discretion to determine whether, how and when to (i) Publish a Work (including but not limited to cover art and design; title; etc.); and (ii) sell, advertise, promote, market, transmit, distribute, and manufacture the Work without approval of or review by Member.

    If WEbook does not publish a SAW during the Option Term or expressly declines the Exclusive Option to Publish (which can occur only by written notice from WEbook to the author of the SAW), then WEbook, immediately assigns to the author of the SAW all rights, title, and interest in and to (i) the SAW; and (ii) all Public and Private Feedback associated with the SAW, as set forth in section 9.D of this Agreement.

    If WEbook does not publish a CCW or ANT during the Option Term or terminates the Exclusive Option to Publish (which can occur only by written notice from WEbook to the authors of the CCW or ANT), then WEbook, immediately assigns to each author of the CCW or ANT all rights, title, and interest in and to the Content authored by each author of the CCW or ANT, as set forth in section 9.D of this Agreement.

  7. Royalties and Other Financial Compensation

    "Copy" means a complete, single electronic or physical unit of a Work sold at a wholesale or retail price by WEbook to a reseller or consumer. "Copy" does not include units of a Work that WEbook distributes, gives away, or otherwise provides or uses for advertising, review, sample, promotional, publicity, demonstrations, or other marketing or business development purposes.

    "Net Revenue" for a Work means all monies actually received by WEbook from WEbook's sale of Copies of a Work and monies actually received by WEbook from the sale or licensing of derivative works of the Work and subsidiary rights in the Work less any applicable taxes, bad debt, returns, and commission expenditures incurred by WEbook in making or deriving from such sales licensing transactions, or other business dealings. Net Revenue for a calendar quarter will be calculated based on monies actually received by WEbook in that quarter. No advances are due when for monies that have not been actually received by WEbook.

    "Member Royalty Allocation" means 5% of the total Net Revenue for a particular calendar quarter.

    Royalties payable to Members shall be calculated as follows:

    • For SAWs:
      • WEbook will pay the author of the SAW a minimum of 75% of Member Royalty Allocation for the SAW.
      • The remaining 25% of the Member Royalty Allocation shall be payable by WEbook to:
        • other Members based on WEbook's exclusive and discretionary evaluation of the significance and importance of contributions by the other Members to the SAW, including Members who provide Private or Public Feedback to the Work, Members who edit the SAW, Members who review the SAW, etc.; or
        • the author of the SAW if, in WEbook's exclusive and discretionary determination, payment of the full amount of the remaining 25% of the Member Royalty Allocation should not be made to other Members.
    • For CCWs:
      • WEbook will pay the Project Leader a minimum of 50% of the Member Royalty Allocation for the CCW.
      • The other authors of the CCW will receive pro rata shares of 75% of the remaining 50% of the Member Royalty Allocation for the CCW.
      • The last 25% of the remaining 50% of the Member Royalty Allocation for the CCW will be payable by WEbook to:
        • other Members based on WEbook's exclusive and discretionary evaluation of the significance and importance of contributions by the other Members to the CCW, including Members who provide Private or Public Feedback to the Work, Members who edit the CCW, Members who review the CCW, etc.; or
        • all authors of the CCW in pro rata shares if, in WEbook's exclusive and discretionary determination, payment of the full amount of the remaining 25% should not be made to other Members.
    • For ANTs:
      • WEbook will pay the Project Leader a minimum of 30% of the Member Royalty Allocation for the ANT.
      • The other authors of the ANT will receive pro rata shares of 80% of the remaining 70% of the Member Royalty Allocation for the ANT.
      • The last 20% of the remaining 70% of the Member Royalty Allocation for the ANT will be payable by WEbook to:
        • other Members based on WEbook's exclusive and discretionary evaluation of the significance and importance of contributions by the other Members to the ANT, including Members who provide Private or Public Feedback to the Work, Members who edit the ANT, Members who review the ANT, etc.; or
        • all authors of the ANT in pro rata shares if, in WEbook's exclusive and discretionary determination, payment of the full amount of the remaining 20% should not be made to other Members.
    • Member agrees that WEbook's methods and criteria for determining the royalty "other Members" (as that phrase is used in this section) should receive for contributions to Works are proprietary and confidential information of WEbook and that WEbook has no obligation to disclose such information.

      WEbook will establish royalty allocations for a particular Work on or before the date of publication of the Work.

      WEbook shall make royalty payments to Member on a calendar-quarter basis, subject to each of the following terms and conditions:

      • Payment for each quarterly royalty period is due no later than sixty (60) days after the end of a particular calendar quarter.
      • No payment is due to Member for any calendar quarter in which the total amount due Member is less than Fifty Dollars ($50.00).
      • All payments by WEbook to Members shall be made via Pay Pal or similar transaction/payment system specified at any given time by WEbook.
      • Member agrees to have an active Pay Pal account; provide WEbook with the email address associated with that account; and notify WEbook immediately if the email address for Member's Pay Pal account changes.
      • If the Member Royalty Allocation is a negative number for a particular calendar quarter, the negative amount shall be carried forward from quarter to quarter until the negative amount is offset completely by positive net Member Royalty Allocations earned in subsequent calendar quarters.

  8. Rights of Publicity

    Member grants WEbook a perpetual, irrevocable, worldwide, royalty-free license to use Member's real name (or a pseudonym that is acceptable to WEbook at WEbook's sole discretion) and username for purposes involving the promotion, marketing, distribution, advertising, manufacture, display, transmission, and sale of Content that WEbook publishes. Member agrees that WEbook has exclusive and complete discretion to determine whether, how and when to exercise or otherwise use the license granted in this paragraph.

    WEbook will take reasonable steps to attribute a Member's authorship of a Work that WEbook publishes in a manner standard in the publishing industry (e.g., on the cover of the Work, stating in standard size and format, "by [Member(s)/Author(s) names]). However, each Member acknowledges and agrees that, for some Works published by WEbook, there may be too many authors to list on the cover of the Work. Accordingly, Members acknowledge and agree that WEbook has sole and complete discretion to determine how best to identify and list the Author(s)/Member(s) of Works published by WEbook.

  9. Terms of Above-referenced Assignments and Licenses
    • Member's Site License to WEbook

      Member grants WEbook a non-exclusive, unlimited license to copy, display, render, distribute, transmit, store, and otherwise use the Content covered by this section for all purposes associated with WEbook's operation of the Site and WEbook's business (the "Site License").

      The Site License is irrevocable unless and until Content covered by the Site License is (i) removed from the Site in accordance with section 10 of this Agreement; or (ii) assigned to WEbook under this Agreement, at which points, the Site License will terminate for the assigned or removed Content only and remain in effect for all other Content covered by the Site License.

    • Member's Archival License to WEbook

      Member grants WEbook a non-exclusive, irrevocable, worldwide, perpetual license to store and maintain one or more copies of all Content (and additions, modifications, and revisions to Content) placed by Member on the Site ("Archival License").

      WEbook has sole discretion to determine how, when, and where it may exercise and employ the Archival License, including, for all Content covered by the Archival License: the manner in the Content is copied, saved, stored, maintained, and rendered; where the Content is copied, saved, stored, maintained, and rendered; how the Content is copied, saved, stored, maintained, and rendered; and the methods for and devices used to copy, save, store, maintain, and render the Content.

      WEbook has no obligation to Member to disclose any aspect of how, where, and when WEbook exercises and employs the Archival License. Member agrees that all such information is proprietary and a trade secret of WEbook and that Member has no right to learn or have WEbook disclose any such information.

    • Assignment of Content to WEbook

      For each Work, Public and Private Feedback, and all other Content covered by this section, Member agrees as follows:

      Member grants, transfers, assigns, and conveys to WEbook, its successors and assigns all worldwide, exclusive, and perpetual rights, title, interests, ownership, as well as all exclusive, perpetual, and worldwide subsidiary, derivative, renewal, termination, control, administrative, and transfer rights, in and to the Work/Content.

      To enable WEbook to register, maintain, renew, extend, enforce, and protect its rights in the Work/Content, Member hereby irrevocably appoints WEbook its attorney-in-fact with all powers necessary to sign all such documents (including but not limited to the power of substitution).Member shall not at any time take any action contesting or in any way impairing or tending to impair any part of WEbook's exclusive, worldwide, and perpetual rights, title, and interests in and to the Work/Content.

    • Assignment of Content from WEbook to Members

      For each Work and/or all Content covered by this section, and subject to the Feedback License granted in this section 9.D of this Agreement, the Archival License granted in section 9.B of this Agreement, and WEbook's Creative Commons License to Members granted in section 9.E of this Agreement, WEbook agrees as follows:

      WEbook grants, transfers, assigns, and conveys to Member, its successors and assigns all worldwide, exclusive, and perpetual rights, title, interests, ownership, as well as all exclusive, perpetual, and worldwide subsidiary, derivative, termination, control, administrative, and transfer rights, in and to the Work/Content

      Except for the Archival License granted by Member to WEbook (which will remain in effect for perpetuity), WEbook retains no rights of any kind in or to the Work/Content.

      WEbook agrees to reasonably attempt to provide information, materials, and assistance reasonably necessary to facilitate Member's ability to file, register, maintain, renew, extend, enforce, and protect its rights in the Work/Content.

      • Feedback License

        For all Private and/or Public Feedback assigned by WEbook to Member as part of this section 9.D of this Agreement, Member irrevocably grants to WEbook a non-exclusive, unlimited license to copy, display, render, distribute, transfer, and otherwise use such Private and/or Public Feedback for all purposes associated with WEbook's operation of the Site and WEbook's business (the "Feedback License").

    • WEbook's Creative Commons License to Members

      For all Content covered by this section, WEbook grants in perpetuity to Member the Creative Commons Attribution – Non-Commercial – No Derivative Works license in existence as of the date the Content covered by this section is made, posted, or placed on the Site ("WEbook's Creative Commons License to Members").

      The license granted in this section is irrevocable unless Member breaches this Agreement or the license itself, in which case the license is revoked immediately upon such a breach.

  10. Removal of Work from the Site

    Subject to the terms of this Agreement, Member may remove Content authored by the Member except for Content that is (i) within the Term of the Exclusive Option to Publish; or (ii) Public Feedback, Private Feedback, Forum posts, or Group posts. In any event, the Archival License shall continue notwithstanding the Member's removal of Content.

    For all Content that (i) was subject to WEbook's Exclusive Option to Publish; and (ii) is removed from the Site by Member, Member agrees in perpetuity to pay WEbook 2.5% of all monies received by Member from Member's sale, license, transfer, or other business transaction of the Content or subsidiary rights in the Content and/or deriving from the Content or subsidiary rights in the Content (including derivative works of the Content). Member agrees to notify WEbook of any such monies promptly on a calendar quarter basis, and Member agrees to pay WEbook its percentage of any such monies promptly on a calendar quarterly basis.

  11. Warranties and Representations

    By uploading Content to the Site, each Member represents and warrants, at all times, that the Content:

    • Is an original work of authorship of the Member; (ii) owned by the Member; or (iii) to the extent owned by someone other than the Member, the Member has permission to place or post the Content on the Site from the owner of the Content and the Content is properly attributed to its owner or author.
    • Is not Personal Information about anyone other than the Member.
    • Does not violate any copyright, trademark, trade secret or other intellectual property right of any third party
    • Does not violate any third party's right of privacy or publicity.
    • Does not contain or include material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, abusive, inflammatory, or otherwise objectionable to WEbook.
    • Does not include viruses, Trojan horses, worms, time bombs, cancelbots, or any other code or computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or Personal Information on or that is part of the Site.
    • Is not unlawful and does not violate any regulation or WEbook rule or policy.
    • Is not "spam."
    • Does not promote or offer fraudulent or unlawful goods, services, schemes, or promotions.
    • Is, to the best of Member's knowledge, true and accurate and will not result in physical harm to any person.

    WEbook reserves the right to remove Content that, in WEbook's sole discretion, violates the representations and warranties above or otherwise violates WEbook's rules or policies or this Agreement.

    WEbook reserves the right and Member agrees that WEbook has the right to suspend and/or ban a Member, at WEbook's sole discretion, for conduct or Content that violates this Agreement.

  12. Limitation of Liability and Indemnification

    The Site includes email contact information for Members to notify WEbook of Content that is objectionable or in violation of this Agreement. However, Member agrees and acknowledges that WEbook cannot be aware of all such Content at all times. Member further acknowledges and agrees that Member may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and Member agrees to waive and does waive, any legal or equitable rights or remedies you have or may have against WEbook with respect such Content.

    In no event shall WEbook or any of its officers, employees, directors, affiliates, shareholders, or agents be liable to a Member or anyone else for special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the this Agreement, Site, Content on the Site, or activities of other Members or third parties. This paragraph applies even if WEbook or one of its officers, employees, directors, affiliates, shareholders, or agents has been informed or become aware of the possibility of such damages.

    The foregoing limitations apply to the acts, omissions, negligence and gross negligence of WEbook, its officers, employees, directors, shareholders, affiliates, and agents in any claim arising out of contract, tort, or any other legal or equitable doctrine.

    If WEbook is the subject of any claim, allegation, demand, cause of action, suit, or other proceeding based on something Member did in violation of this Agreement, Member agrees to indemnify WEbook for all damages, attorneys' fees, losses, and costs assessed against or incurred by WEbook.

    The Site and all information, content, materials, products (including software) and services included on or otherwise made available to Member through this Site are provided by WEbook on an "as is" and "as available" basis, unless otherwise specified in writing. WEbook makes no representations or warranties of any kind, express or implied, as to the operation of this Site or the information or Content or services included on or otherwise made available to Member through this Site, unless otherwise specified in writing. Member agrees that Member's use of the Site is at Member's sole risk.

    To the full extent permissible by applicable law, WEbook disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. WEbook does not warrant that the Site; information or Content or services included on or otherwise made available to Member through the Site; WEbook's servers; or e-mail sent from WEbook are free of viruses or other harmful components. WEbook will not be liable for any damages of any kind arising from Member's use of the Site or from any information or Content or services included on or otherwise made available to Member through the Site, including, but not limited to direct, indirect, incidental, punitive, and consequential damages, unless otherwise specified in writing.

    Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a Member, some or all of the above disclaimers, exclusions, or limitations may not apply to the Member, and the Member might have additional rights.

  13. Personal Information

    It is critical that your Personal Information is accurate. If your Personal Information changes, Member agrees to promptly update Member's Personal Information on the Site. It is Member's responsibility to keep all of your current Personal Information on the Site.

    Member will have the opportunity to select a Member ID and Password during the Member registration process. Member is solely responsible in all respects for maintaining the confidentiality and security of Member's Member ID and Password. Member is solely responsible for the activity and Content that occurs under or is placed on the Site under the guise of Member's Member ID. Member agrees to notify WEbook immediately of any unauthorized use of Member's Member ID or Password.

    WEbook may refuse to grant Member or require Member to change his/her Member ID or Password if either impersonates someone else, is protected by trademark or other law, is vulgar or otherwise offensive, or for any other reason, at WEbook's discretion.

    Member agrees not to use Personal Information of other Members.

  14. Operation of Site

    Technical, maintenance and other issues may make the Site unavailable or inoperative from time to time. WEbook makes no commitment, warranty, or guarantee that the Site will (i) operate in a timely, uninterrupted or error-free manner, or (ii) meet a Member's particular purposes. WEbook may also, in its sole discretion, modify the features, availability, operation and/or look and feel of the Site from time to time without notice to Member.

    Because computers and other equipment are subject to occasional malfunction, Member agrees that Member will not hold WEbook responsible for any inadvertent damage to, corruption of or destruction of Content. WEbook is not responsible for backing up Content, although WEbook has a license to backup and archive Content. If any Content transmitted to WEbook is damaged, lost or corrupted in any way, WEbook will have no obligation or liability to Member.

    Member agrees not to circumvent, disable, reverse engineer, or otherwise interfere with the Site, security features of the Site, or features of the Site that prevent or restrict use or copying of any Content.

    Member agrees not to employ a robot, spider or other software, process or device to harvest e-mail addresses or Personal Information, or to monitor activity on the Site.

  15. WEbook's Intellectual Property

    Except for Content posted to or placed on the site by Member and the provisions of this Agreement that apply to such Content, all text, graphics, logos, button icons, photos, scripts, sounds, music, videos, interactive features, images, audio clips, digital downloads, data compilations, and software that is on or used on the Site is the property of WEbook and protected by United States and international laws (collectively, "WEbook's IP"). The compilation of all such content on this site is the exclusive property of WEbook and protected by U.S. and international laws. All software used on this site is the property of WEbook or its software suppliers and protected by United States and international laws.

    WEbook, "writing loves company" and other graphics, logos, page headers, button icons, scripts, slogans, and names are trademarks or trade dress of WEbook (collectively, part of and included in the definition of "WEbook's IP").

    Member agrees that Member will not use WEbook's IP (i) without WEbook's express, written, and prior approval; (ii) in connection with any product or service that is not WEbook's; in any manner that is likely to cause confusion among or otherwise mislead consumers; or (iii) in any manner that disparages or discredits WEbook. All other trademarks not owned by WEbook that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by WEbook.

    WEbook reserves all rights with respect to WEbook's IP.

  16. Term

    This Agreement is effective until terminated. WEbook may terminate or suspend this Agreement immediately for any reason and without prior notice to Member. Member may terminate Member's membership with WEbook by contacting WEbook's customer support with a specific request to do so. Member's request to terminate Member's membership will become effective no later than 30 days after WEbook receives Member's specific request.

    This Agreement remains applicable after and survives termination of this Agreement.

  17. Amendments and Updates to the Agreement

    WEbook may, in its sole discretion, change the terms in this Agreement from time to time. When the terms are changed, WEbook may (but has no obligation to) notify Member of the change(s) and make a posting on the Site regarding the change(s). Member agrees to review this Agreement from time to time. If Member uses the Site after WEbook has notified Member of or posted a revised or updated version of this Agreement on the Site, Member agrees to be bound by all of the changes.

  18. Miscellaneous

    This Agreement cannot be amended except as specifically set forth in the Amendments section above.

    This Agreement, and any rights and licenses granted under this Agreement, may not be transferred or assigned by Member, but they may be assigned by WEbook without restriction.

    No rights provided by this Agreement are lost or diminished because of lack of use of such rights.

    Subject to the second and third sentences of this provision, this Agreement constitutes the entire agreement between Member and WEbook concerning the subject matter of this Agreement, and it supersedes and replaces any and all prior negotiations, communications, or proposed agreements, written or oral. This Agreement does not supersede, replace, or modify prior written agreements between WEbook and third parties that involve work and/or the creation of content requested by WEbook. All such agreements remain in full force and effect with regard to the subject matter of those agreements.

    By completing the registration process and using the Site, Member confirms that Member has the full power and authority to enter into and perform this Agreement. Member also agrees that this Agreement is a legal, valid, and binding contract, and that its terms and conditions can be enforced by WEbook.

    WEbook encourages you to print and keep a copy for your reference and to seek the advice of counsel regarding this Agreement.

    Every provision of this Agreement is intended to be severable. If any portion of this Agreement is found to be invalid or unenforceable, then such portion will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the portion will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.

    This Agreement is governed by the laws of the State of Maryland without regard to its "choice of law" provisions.

    The Member and WEbook agree that any dispute involving this Agreement that cannot be settled by good-faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be Maryland. The arbitration shall be conducted by a single arbitrator with significant experience in the area of copyright law and other significant subject matter of the dispute. The decision of the arbitrator shall be legally binding, shall not be subject to appeal, and shall be enforceable in any court of competent jurisdiction.

    If anything happens that is beyond reasonable control of either party (including wars, sabotage, riots, labor disturbance, failure or delay of transportation, terrorist act, severe weather, natural disaster, act of God, etc.), then delays will be expected and performance may be excused. WEbook shall not be responsible or liable for any delay caused by the occurrence of such event.

    The Site may contain links to third-party websites that are not owned or controlled by WEbook. WEbook has no control over, and assumes no responsibility for, the content, privacy policies, or practices of third-party websites. WEbook cannot edit the content of third-party websites. Accordingly, WEbook encourages Member to be aware when Member leaves the Site and to read the terms and conditions and privacy policy of each third-party website that Member visits.

    Neither this Agreement nor a Member's participation on and contributions to the Site, including the placement of Content on the Site, creates an agency, employee, legal representative, partner, fiduciary, special, or joint venture relationship between Member and WEbook or between a Member and one or more other Members.

    This Agreement inures to the benefit of and applies to the parties' successors, assigns, heirs, divisions, subsidiaries, and employees.