Inara Publishing Terms and Conditions
Last Updated: May 8, 2022 This agreement changed on the date listed above.
About our Website
1.1. Welcome to inara.world (the “Website” or “Site” or “App”). This is a binding agreement ("agreement") between you (“End Users”), and eMegaBook LLC dba Inara ("Inara").
1.2. The Website is operated by "Inara". Access to and use of the Website, or any of its associated Products or Services, is provided by Inara. Please read these terms and conditions (the 'Terms') carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website or any of Services, immediately.
1.4. Any user of this Site who streams, reads or previews any Work on the Site is referred to as an "End User” or "Visitor."
1.5. Inara reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Inara updates the Terms, it will make reasonable efforts to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
Registration to use the Services
2.1. In order to access the Services, you must register for a basic, free account through the Website (the ‘Account’).
2.2. As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including:
(a) an email address
(b) preferred username
(c) a password
2.3. You warrant that any information you give to Inara in the course of completing the registration process will always be accurate, correct and up to date.
2.4. Once you have completed the registration process, you will be a registered End User of the Website ('End User') and agree to be bound by the Terms. As an End User you will be granted immediate access to the Services from the time you have completed the registration process until your cancellation of the Account, or until Termination of the Account by Inara.
2.5. You may not use the Services and may not accept the Terms if:
(a) you are not of the age of majority in the jurisdiction in which you reside, or 13 years old or older up to the age of majority in the jurisdiction in which you reside without the express written consent of your parent or legal guardian; or
(b) you are a person barred from receiving the Services under the laws of the United States of America or other countries including the country in which you are resident or from which you use the Services.
Your obligations as End User
3.1. As an End User, you agree to comply with the following:
(a) you will use the Services only for purposes that are permitted by:
(i) the Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;
(b) you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;
(c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Inara of any unauthorized use of your password or email address or any breach of security of which you have become aware;
(d) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Inara providing the Services;
(e) you will not use the Services or the Website in connection with any commercial activities except those that are specifically endorsed or approved by the management of Inara;
(f) you will not use the Services or Website for any illegal and/or unauthorized use which includes collecting email addresses of End Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website;
(g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Inara for any illegal or unauthorized use of the Website; and
(h) you acknowledge and agree that any automated use of the Website or its Services is prohibited.
4.1. Where the option is given to you, you may make payment in Microtransactions or otherwise make payment of Inara Services by way of the methods approved and active within the Dropp Digital Wallet.
4.2. All payments made in the course of your use of the Services are made using the Website and processed by Dropp and by use of the Dropp Digital Wallet. In using the Website, the Services or when making any payment in relation to your use of the Services, you warrant that you have read, understood and agree to be bound by the terms and conditions of Dropp which are available on the Dropp website at dropp.cc
4.3. You acknowledge and agree that where a request for a Micropayment for ebooks or other services, is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with that payment.
4.4. You agree and acknowledge that Inara can vary Fees and rates for other Services at any time and that the varied Fee or rates for other Services will come into effect following the conclusion of the existing Services Period.
4.5. By using the Site the End User is agreeing to pay the fees as presented and set by Inara at the time of signup. Use of the Site has Fees determined by Inara which vary according to the financial value of each publication set by the Author or Publisher.
4.6. End Users and Visitors will have an opportunity to review and approve the fees prior to payment. All fees are final and non-refundable.
4.7. Unless otherwise stated, all fees and rates are quoted in U.S. Dollars (USD).
4.8. You are responsible for paying all fees and applicable taxes associated with your use of the Site.
4.9. Without limiting other remedies, we may limit, suspend, or terminate the Inara End User accounts, prohibit access to our Site, demand return or destruction of any Work improperly taken or used from the Site or Service and take technical and legal steps to keep users off the Site if we think that they are creating problems or legal liabilities, or acting inconsistently with the letter or spirit of our policies.
5.1. Inara will only provide you with a refund of the Fee in the event they are unable to continue to provide the Services or if the manager of Inara makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances.
Copyright and Intellectual Property
6.1. The Website, the Services and all of the related products of Inara are subject to copyright. The material on the Website is protected by copyright under the laws of the United States of America and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Inara, its contributors, Publishers, and Authors.
6.2. All trademarks, service marks and trade names are owned, registered and/or licensed by Inara, and the copyright in the Work shall belong to the Author or the party that Author cites as the copyright holder, who grant to End Users a worldwide, non-exclusive, royalty-free, revocable license to:
(a) use the Website pursuant to the Terms;
(b) copy and store the Website and the material contained in the Website in your device's cache memory; and
(c) print pages from the Website for your own personal and non-commercial use.
Inara does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Inara.
6.3. Inara retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any:
(a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or
(b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or
(c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
6.4. You may not, without the prior written permission of Inara and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website which are freely available for re-use or are in the public domain.
6.5. You acknowledge and agree that the Inara Site and Service are proprietary to Inara and that the Work is proprietary to the Author; none are proprietary to End User.
8.1. Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law (or any liability under them) which by law may not be limited or excluded.
8.2. Subject to this clause, and to the extent permitted by law:
(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and
(b) Inara will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
8.3. Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you "as is" and "as available" without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Inara make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Inara) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorized access to records;
(b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website);
(c) costs incurred as a result of you using the Website, the Services or any of the products of Inara; and
(d) the Services or operation in respect to links which are provided for your convenience.
8.4. While using the Site, Services or Work, End Users and Visitors agree to not:
(a) violate any laws, third party rights, or any policies which we have posted on the Site from time to time;
(c) use the Site, Service or Work if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Site;
(d) circumvent or manipulate our fee structure or the billing process;
(e) use robots, spiders, shills or other methods in an attempt to unfairly game the site's ranking systems for downloads, reviews and sales, or hire others to do the same
(f) engage in advertising, marketing, spam, chain letters, pyramid schemes or money laundering involving or using the Work from the Site;
(g) distribute viruses, malware or any other technologies that may harm Inara, or the interests or property of Inara users;
(h) copy, modify, or distribute content from the Site, or Inara' copyrights and trademarks;
(i) engage in abusive or profane behavior toward Inara, its employees, its authors, fellow users or retail partners; or
(j) threaten Inara with legal action due to inaccurate book listings or failure to remove books in a timely manner
Disclaimer of Publisher’s Warranties
9.1. THE INARA SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE INARA SERVICES ARE PROVIDED BY INARA ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. Inara MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE INARA SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE INARA SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE INARA SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, INARA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Inara DOES NOT WARRANT THAT THE INARA SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE INARA SERVICES, Inara'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM INARA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INARA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY INARA SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY INARA SERVICE, 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 YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9.2. Events Voiding Warranty.
Inara does not warrant the:
(a) defects caused by failure to provide a suitable installation environment for the Product,
(b) damage caused by disasters such as acts of God, wars, riots, strikes, terrorism, governmental restrictions, fire, flood, wind, and lightening,
(c) damage caused by unauthorized attachments, modifications or mis-configurations to the Inara Environment, or:
(d) abuse or misuse by End-Users. Any breach of the End-User License Agreement by or on behalf of an End-User, including, without limitation, unauthorized modification or distribution of the Product or any portion thereof, will void any and all warranties.
9.3. DRM, Piracy and the "Trust" System. Inara is a strong proponent of author's rights, and the right of authors and copyright owners to receive compensation for their digitally published Works. Therefore, Inara strongly discourages piracy/infringement of Author Work. There is a growing body of evidence indicating that DRMed Works do not sell as well as non-DRMed Works because customers resent limitations and don't appreciate being mistrusted, Inara overcomes both problems by allowing End Users unlimited access to Authors Work without providing them a pirate-able media like an eBook / ePub / Mobi file. Non-DRMed Works often outsell DRMed Works by leveraging the viral nature of uninhibited sampling and sharing which can dramatically increase your total audience and sales opportunities. You understand that Inara is distributing the Works according to this so described Trust system.
Limitation of liability
10.1. Inara's total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
10.2. You expressly understand and agree that Inara, its employees shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
Termination of Contract
11.1. The Terms will continue to apply until terminated by either you or by Inara as set out below.
11.2. If you want to terminate the Terms, you may do so by:
(a) providing Inara with 3 days' notice of your intention to terminate; and
(b) closing your accounts for all of the services which you use, where Inara has made this option available to you.
Your notice should be sent, in writing, to Inara via the 'Contact Us' link on the inara.world homepage.
11.3. Inara may at any time, terminate the Terms with you if:
(a) you have breached any provision of the Terms or intend to breach any provision;
(b) Inara is required to do so by law;
(c) the provision of the Services to you by Inara is, in the opinion of Inara, no longer commercially viable.
11.4. Subject to local applicable laws, Inara reserves the right to discontinue or cancel your End Usership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Inara's name or reputation or violates the rights of those of another party.
12.1. You agree to indemnify Inara, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:
(a) any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and/or
(b) any breach of the Terms.
12.2. Notice: A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must:
(a) Within 14 days of the Notice endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
(b) If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the American Arbitration Association or his or her nominee;
(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
(d) The mediation will be held in the western region of the United States of America
12.4. Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
12.5. Termination of Mediation: If 3 months have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
Inara does not engage in spam, nor does it share, rent or sell the personal contact information of its End Users with third parties.
Inara authors are prohibited from promoting their works via spam email. Inara authors who are found to be spamming will risk termination of their account, removal of their works and forfeiture of accrued earnings.
Venue and Jurisdiction
eMegaBook LLC dba Inara controls the Service from its offices within the State of Arizona, USA. The Service can be accessed from all states within the United States of America. As each of these jurisdictions have laws that may differ from those of the State of Arizona, by accessing the Service, if you are located outside of the United States of America, you agree that all matters relating to access to, or use of, the Service, or any other hyperlinked website, shall be governed by the laws of the State of Arizona and the federal laws of the United States of America applicable therein. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the State of Arizona, and acknowledge that you do so voluntarily and are responsible for complying with all local laws.
The Terms are governed by the laws of the State of Arizona and the United States of America. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of the State of Arizona and the United States of America, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
Site Policies, Modification, and Severability
Inara Publishing Terms and Conditions This agreement (the "Agreement") is a binding agreement between the individual or the entity identified in your Inara Publishing (“Inara") account ("you" or "Publisher") and eMegaBook LLC dba Inara (“Inara”) together with its affiliates (where “affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with eMegaBook LLC dba Inara). "Inara," "we" or "us" means, together, the Inara parties and their affiliates. This Agreement provides the terms and conditions of your participation in the Inara digital publication and distribution program (the "Program") and your distribution of digital content through the Program (all such content, "Digital Books"), and consists of:
the terms and conditions set forth below:
- rules and policies for participating in the Program provided on the Inara website at https://inara.world
- the inara.world User Guidelines
- the inara.world Content Policy
1 Agreement Acceptance. You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program, or any part of it. If you don't accept the terms, you are not entitled to use the Program. If the Publisher is an entity, the individual person who accepts this Agreement for the Publisher represents and warrants that he or she is entitled to enter this Agreement as an authorized representative of Publisher and to bind Publisher to the terms of this Agreement. 2 Agreement Amendment.
The Program will change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement at any time in our sole discretion. We will give you notice of the
changes by posting new terms in place of the old at https://inara.world with a revision date indicated at the top or by sending an email to the email address then registered for your Program account. Here are the rules for when changes
will be effective and binding on you:
2.1 Changes to Agreement Terms Other than Those in Sections 5.4.1 (Micro-royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement other than those contained in Section 5.4.1 (Micro-royalties) and 5.5 (Grant of Rights) will be effective on the date we post them, unless we otherwise provide at the time we post the changes. You are responsible for checking for updates and your continued use of the Program after we post changes will constitute your acceptance of the changes. If you do not agree to the changes, you must withdraw your Digital Books from further distribution through the Program and terminate your use of the Program.
2.2 Changes to the Terms of Sections 5.4.1 (Micro-royalties) and 5.5 (Grant of Rights). Changes to terms of this Agreement contained in Sections 5.4.1 (Micro-royalties) and 5.5 (Grant of Rights) will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever first occurs. You accept the changes by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Program to make additional Digital Books available through the Program. Changes to the terms of Sections 5.4.1 and 5.5 will only apply prospectively with respect to Digital Books sold after the date thirty days from our posting of the changes, unless you accept the changes as provided above. If you do not accept the changes, you must withdraw your Digital Books from further distribution through the Program and terminate your use of the Program prior to the date thirty days from our posting of the changes. Note that we may make acceptance of changes a condition to continued use of the Program.
3 Term and Termination The term of this Agreement will begin upon your acceptance of it and will continue until it is terminated by us or by you. We are entitled to terminate this Agreement and your access to your Program account at any time. We will notify you upon termination. You are entitled to terminate at any time by providing us notice of termination, in which event we will cease selling your Digital Books within 5 business days from the date you provide us notice of termination. We may also suspend your Program account at any time with or without notice to you, for any reason in our discretion. Following termination or suspension, we may fulfill any customer orders for your Digital Books pending as of the date of termination or suspension, and we may continue to maintain digital copies of your Digital Books in order to provide continuing access to or re-downloads of your Digital Books or otherwise support customers who have purchased a Digital Book prior to termination or suspension. The following provisions of this Agreement will survive termination of this Agreement: Sections 1, 3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 9, 10, and any other provisions that, by their nature, are intended to survive. All rights to Digital Books acquired by customers will survive termination.
4 Account Eligibility and Registration
4.1 Eligibility. You must have an active Program account in order to participate in the Program. You represent that you are at least 18 years old (or the age of majority where you reside, whichever is older), and that you are able to form a legally binding contract. A parent or guardian of a minor can open an Inara account and be the Publisher of the minor’s Digital Book.
4.2 Account Information; No Multiple Accounts. You must ensure that all information you provide in connection with establishing your Program account, such as your name, address and email, is accurate when you provided it, and you must keep it up to date as long as you use the Program. You may maintain only one account at a time. If we terminate your account, you will not establish a new account. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time. This takes precedence over any directions you may have given us, including through an Inara web site.
4.3 Account Security. You are solely responsible for safeguarding and maintaining the confidentiality of your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify Inara of any unauthorized use of your username, password or account.
5 Digital Publication Distribution Rights.
5.1 Delivery, Acceptance and Withdrawal.
5.1.1 Delivery. You must provide to us, at your own expense each Digital Book you desire to distribute through the Program. We will not return to you any electronic files or physical content or media you deliver to us in connection with the Program. You must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting code.
5.1.2 Content Requirements. You must ensure that all Digital Book content is in compliance with our Content Policy at the time you submit it to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content by un-publishing it or by re-publishing content that complies through the Program procedures for Digital Book withdrawal or re-publishing. We are entitled to remove or modify the metadata and product description you provide for your Digital Books for any reason, including if we determine that it does not comply with our content requirements. We may also remove all or any part of your Digital Book’s cover art for any reason, including if we determine that it does not comply with our content requirements. You may not include in any Digital Book any advertisements or other content that is primarily intended to advertise or promote products or services. You must ensure that all metadata you provide to us is current, complete, and accurate. If you discover that any metadata you have provided to us for a Digital Book is inaccurate or incomplete, you must promptly submit corrected metadata to us through the Program procedures for metadata submission.
5.1.3 Digital Book Rejection. We are entitled to determine what content we accept and distribute through the Program in our sole discretion. If we request that you provide additional information relating to your Digital Books, such as information confirming that you have all rights required to permit our distribution of the Digital Books, you will promptly provide the information requested, and you represent and warrant that any information and documentation you provide to us in response to such a request will be current, complete, and accurate. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Digital Books and the accuracy of the information or documentation you provide to us with respect to those rights.
5.1.4 Digital Book Withdrawal. You may withdraw your Digital Books from further transaction in the Program at any time on five business days advance notice by following the then current Program procedures for Digital Book withdrawal or un-publishing. We may fulfill any customer orders completed through the date the Digital Books are available for transaction. All withdrawals of Digital Books will apply prospectively only and not with respect to any customers who purchased the Digital Books prior to the date of removal.
5.1.5 Reformatting. We may, in our discretion, reformat your Digital Books, and you acknowledge that unintentional errors may occur in the process of reformatting of your Digital Books. If any such errors do occur, you may remove the affected Digital Book from further transaction in the Program as provided in Section 5.1.4 above, and this will be your only remedy for the errors. We may also, in our discretion, correct any errors existing in a Digital Book file as you deliver it to us.
5.2 Marketing and Promotion, Reviews, and Optional Programs and Services.
5.2.1 Marketing and Promotion. We will have sole discretion in determining all marketing and promotions related to the transaction of your Digital Books through the Program and may, without limitation, market and promote your Digital Books by making chapters or portions of your Digital Books available to prospective customers without charge, and by permitting prospective customers to see excerpts of your Digital Books in response to search queries. We will not owe you any fees for any marketing or promotional efforts. You acknowledge that we have no obligation to market, distribute, or offer for transaction any Digital Book, or to continuing marketing, distributing or selling a Digital Book after we have commenced doing so.
5.2.2 Reviews. You are subject to the same guidelines as any other customer contributing a review to an Inara website. We reserve the right to remove any review that violates the User Guidelines.
5.2.3 Other Programs and Services. We may make available to you other programs and services through Inara. Terms and conditions for those programs and services are included at the end of this Agreement. Those terms and conditions are part of this Agreement.
5.3 Whole Book Value.
5.3.1 Providing Your Whole Book Value. The total monetary value for each publication that you provide to us is referred to in this Agreement as your "Whole Book Value." Your Whole Book Value must be a minimum of $0.10 and a maximum of $199.00 You may change your Whole Book Value through the Inara website, and your change will be effective within 5 business days.
5.3.4 Customer Payments and Whole Book Value. To the extent not prohibited by applicable laws, we have sole and complete discretion to set the Whole Book Value at which your Digital Books are distributed through the Program. We are responsible with our payment solution provider Dropp (dropp.cc) for processing payments and payment collection. Inara is solely responsible for requests for refunds and related customer service, and we will have sole ownership and control of all data obtained from customers and prospective customers in connection with the Program.
5.4 Micro-royalties and Payments.
5.4.1 Micro-royalties. If you are not in breach of your obligations under this Agreement, for each Digital Book sold to a customer through the Program, the Inara party that made the transaction (or whose affiliate made the transaction) will pay you 75% as a Micro-royalty on each Microtransaction, net of refunds, bad debt, transactions or other taxes charged to a customer or applied with respect to transactions to a customer. Your Micro-royalty will vary according to the Whole Book Value you set for each publication. If your Whole Book Value for a Digital Book is higher than permitted under 5.3.1., we will be entitled to deem it modified so that it is equal to the maximum Whole Book Value permitted when calculating Micro-royalties due to you under this Agreement. Publisher, and not Inara, shall be responsible for and timely pay any fees or consideration of any kind owed to any authors, illustrators, or other rights holders or contributors (if any) arising from use of Works on Inara.
5.4.2 When We Pay You. Each Inara party will pay Micro-royalties due on Digital Book transactions no later than 72 hours after each day during which Microtransactions were made. We will make available to you a report in your Dropp digital wallet detailing these Micro-royalties payments.
5.4.3 Payment Currencies. Payment will be made in U.S. Dollars (USD) or HBAR cryptocurrency, depending on the User’s choice of payment. Inara reserves the right to add choices of other currencies for User payments. If, at our choosing, we establish payment in other currencies, and you change your payment currency, the change will be effective on the first day of the following calendar month (unless we make an earlier period available). If we pay you in a Fiat currency other than the Microtransaction Currency, we will convert the Micro-royalties due from the Microtransaction Currency to the payment currency at an exchange rate we determine, which will be inclusive of all fees and charges for the conversion.
5.4.5 Payment Policies. We may require you to provide certain information or to register a valid bank account in your Inara account in order to receive Micro-royalty payments, in which case we will not be obligated to make Micro-royalty payments to you unless you do so. We may establish other payment policies from time to time, such as minimum payment amounts for different payment methods and check fees.
5.4.6 Payment Disputes. You may not bring a suit or other legal proceeding against us with regard to any statement unless you bring it within six months after the date the statement is available. Any such proceeding will be limited to a determination of the amount of monies, if any, payable by us to you for the accounting periods in question, and your sole remedy will be the recovery of those monies with no interest.
5.4.7 Offsets, etc. We can withhold Micro-royalties and offset them against future payments as indicated below. Our exercise of these rights does not limit other rights we may have to withhold or offset Micro-royalties or exercise other remedies.
• If we pay you a Micro-royalty on a transaction and later issue a refund, return, or credit for that transaction, we may offset the amount of the Micro-royalty previously paid for the transaction against future Micro-royalties, or require you to remit that amount to us. • If a third party asserts that you did not have all rights required to make one of your Digital Books available through the Program, we may hold all Micro-royalties due to you until we reasonably determine the validity of the third party claim. If we determine that you did not have all of those rights or that you have otherwise breached your representations and warranties or our Content Policy with regard to a Digital Book, we will not owe you Micro-royalties for that Digital Book and we may offset any of those Micro-royalties that were previously paid against future Micro-royalties, or require you to remit them to us. • Upon termination of this Agreement, we may withhold all Micro-royalties due for a period of three months from the date they would otherwise be payable in order to ensure our ability to off-set any refunds or other offsets we are entitled to take against the Micro-royalties. • If we terminate this Agreement because you have breached your representations and warranties or our Content Policy, you forfeit all Micro-royalties not yet paid to you. If after we have terminated your account you open a new account without our express permission, we will not owe you any Micro-royalties through the new account.
5.4.8 Taxes. The Inara parties (or their affiliates) are responsible for collecting and remitting any and all taxes imposed on their respective transactions of Digital Books to customers. You are responsible for any income or other taxes due and payable resulting from payments to you by an Inara party under this Agreement. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. The Inara parties maintain the right, however, to deduct or withhold any and all applicable taxes from amounts due by them to you, and the amounts due, as reduced by those deductions or withholdings, will constitute full payment and settlement to you.
5.5 Grant of Rights. You grant to each Inara party, throughout the term of this Agreement, a nonexclusive, irrevocable, right and license to distribute Digital Books, directly and through third-party distributors, in all digital formats by all digital distribution means available. This right includes, without limitation, the right to: (a) reproduce, index and store Digital Books on one or more computer facilities, and reformat, convert and encode Digital Books; (b) display, market, transmit, distribute, sell and otherwise digitally make available all or any portion of Digital Books through Inara Properties (as defined below), for customers and prospective customers to download, access, copy and paste, print, annotate and/or view online and offline, including on portable devices; (c) permit customers to "store" Digital Books that they have purchased from us on servers ("Virtual Storage") and to access and re-download such Digital Books from Virtual Storage from time to time both during and after the term of this Agreement; (d) display and distribute (i) your trademarks and logos in the form you provide them to us or within Digital Books (with such modifications as are necessary to optimize their viewing), and (ii) portions of Digital Books, in each case solely for the purposes of marketing, soliciting and selling Digital Books and related Inara offerings; (e) use, reproduce, adapt, modify, and distribute, as we determine appropriate, in our sole discretion, any metadata that you provide in connection with Digital Books; and (f) transmit, reproduce and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Digital Books as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display). In addition, you agree that we may permit our affiliates and independent contractors, and our affiliates' independent contractors, to exercise the rights that you grant to us in this Agreement. "Inara Properties" means any web site, application or online point of presence, on any platform, that is owned or operated by or under license by Inara or co-branded with Inara, and any web site, application, device or online point of presence through which any Inara Properties or products available for transaction on them are syndicated, offered, merchandised, advertised or described. You grant us the rights set forth in this Section 5.5 on a worldwide basis; however, if we make available to you a procedure for indicating that you do not have worldwide distribution rights to a Digital Book, then the territory for the transaction of that Digital Book will be those territories for which you indicate, through the procedure we provide to you, that you have distribution rights.
5.6 DRM and Geofiltering Technology. We may, but are not obligated, to provide you the option to apply DRM technology in connection with the distribution of your Digital Books. If we provide you the option to apply DRM technology, you acknowledge that we make no representations as to the efficacy of the DRM and will not be responsible for any failure of the DRM. We also may, but are not obligated, to use geofiltering technology as a way of determining which customers are entitled to purchase Digital Books, for example, where you indicate that you do not have worldwide distribution rights to a Digital Book through the procedure we provide to you for that purpose. If we use geofiltering technology when distributing your Digital Books, distribution will be deemed to have taken place within the permitted distribution territories for the Digital Books, even though customers may, in fact, be located outside those territories.
5.7 Rights Clearances and Rights Dispute Resolution. You will obtain and pay for any and all necessary clearances and licenses for the Digital Books to permit our exercise of the rights granted under this Agreement without any further payment obligation by us, including, without limitation, all Micro-royalties and other income due to any copyright owner. If you notify us through the procedure we provide on the applicable Inara Property for making claims of copyright infringement that a third party has made a Digital Book available for distribution through the Program (or for distribution in a particular territory through the Program) that you have the exclusive right to make available under the Program, then, upon your request and after verification of your claim, we will pay you the Micro-royalties due in connection with any transactions of the Digital Book through the Program, and will remove the Digital Book from future transaction through the Program, as your sole and exclusive remedy.
6 Ownership and Control of Inara Properties / Feedback. Subject to the authorizations you grant to us under this Agreement, as between us and you, you retain all ownership rights in and to the copyrights and all other rights and interest in and to your Digital Books. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Inara Properties, and any materials we use or provide to you for use relating to your Digital Book (such as a generic cover image used for your Digital Book if you do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Inara Properties and related marketing, but our use of the Digital Books will be subject to the terms of this Agreement. In the event that you elect to provide suggestions, ideas, or other feedback to Inara or any of its affiliates in connection with the Inara Properties or the Program ("Feedback"), Inara and its affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate you. This Agreement does not grant you any license or other rights to any intellectual property or technology owned or operated by us or any of our affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights we may have under applicable law or a separate permission.
7 Confidentiality. You will not, without our express, prior written permission: (a) issue any press release or make any other public disclosures regarding this Agreement or its terms; (b) disclose Inara Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use Inara Confidential Information for any purpose other than the performance of this Agreement. You may however disclose Inara Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that Inara Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any Inara Confidential Information so disclosed. "Inara Confidential Information" means (1) any information regarding Inara, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any transactions data relating to the transaction of Digital Books or other information we provide or make available to you in connection with the Program. Inara Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any Inara Confidential Information. Without limiting the survivability of any other provision of this Agreement, this Section 7 will survive three years following the termination of this Agreement.
8 Representations, Indemnification and Limitation of Liability. You represent and warrant that: (a) you have the full right, power and authority to enter into and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to you or your designee's delivery of any content, you will have obtained all rights that are necessary for the exercise the rights granted under this Agreement; (c) neither the exercise of the rights authorized under this Agreement nor any materials embodied in the content nor its transaction or distribution as authorized in this Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws or regulations of any jurisdiction; (d) you will ensure that all Digital Books delivered under the Program comply with the technical delivery specifications provided by us; and (e) you will be solely responsible for accounting and paying any co-owners or co-administrators of any Digital Book or portion thereof any Micro-royalties with respect to the uses of the content and their respective shares, if any, of any monies payable under this Agreement. You acknowledge and agree that (a) Inara shall have no product liability for any eBook. Publisher shall be solely responsible for any and all product warranties. (b) Publisher shall be solely responsible for, and Inara shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, Publisher Materials and/or use thereof by any end-user, including, but not limited to: (i) claims of breach of warranty; (ii) product liability claims; and (iii) claims that any of the Publisher Materials and/or the end-user’s possession or use of those materials infringes the copyright or other intellectual property rights of any third party. (c) In the event that Inara receives any notice or claim from any end-user arising from a product liability issue for Publisher Content, Inara may refund the end-user the full amount of the price paid by the end-user. In the event that Inara refunds any such price to an end-user, Publisher shall reimburse, or grant Inara a credit for, an amount equal to the price for that eBook. Inara will nonetheless have the right to retain its earned commission on the eBook, notwithstanding the refund of the price to the end-user. (d) Inara will indemnify and hold harmless, and upon Publisher’s request, defend, Publisher and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of a breach of any warranty, representation, covenant, or obligation of Inara under the Agreement; or any claim that the technology used by Inara in its appointment infringes the intellectual property rights of another party. Publisher shall promptly notify Inara of any such claim, and Inara may assume control of the defense or settlement of such claim. Publisher shall have the right, at its expense, to participate in the defense thereof under Inara’s direction. (e) To the extent permitted by applicable law, Publisher will indemnify and hold harmless, and upon Inara’s request, defend, Inara and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of a breach of any warranty, representation, covenant, or obligation of Publisher under the Agreement; or any claim that Publisher Materials infringe the rights of another party. Inara shall promptly notify Publisher of any such claim, and Publisher may assume control of the defense or settlement of such claim. Inara shall have the right, at its expense and with its chosen counsel, to participate in the defense of any such claim and/or, at its discretion, to settle any such claim at its expense.
INARA IS PROVIDED “AS IS” AND INARA DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. Inara MAKES NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, WITH RESPECT TO THE ADEQUACY OF THE EREADING SERVICE, THE CONTENT OR THE Inara WEBSITE FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. YOU ACKNOWLEDGE AND AGREE THAT Inara CANNOT ENSURE THAT YOUR WORKS WILL BE PROTECTED FROM THEFT OR MISUSE OR THAT USERS WILL COMPLY WITH ANY OF OUR CONTENT USAGE RULES. WE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY SYSTEM.
INARA AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, DATA OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH Inara IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; AND Inara’S AND ITS AFFILIATE’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY Inara TO PUBLISHER HEREUNDER FOR THE EIGHTEEN MONTH PERIOD PRECEDING ANY CLAIM.
9 Force Majeure. Inara will not be liable to you for any failure or delay in the performance of its obligations under this Agreement caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions. 10 General Legal Provisions.
10.1 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Arizona, without regard to principles of conflict of laws. The Parties agree that any proceeding relating to this Agreement will take place in Pima County, State of Arizona, and both Parties hereby waive the right to object to that choice of law, personal jurisdiction, or venue. Notwithstanding the foregoing, if Publisher (as an entity entering into this Agreement) is a United States public and accredited educational institution, then (i) this Agreement will be governed and construed in accordance with the laws of the state (within the United States) in which Publisher’s educational institution is domiciled, except that body of state law concerning conflicts of law; (ii) Publisher’s indemnification obligations in this Agreement apply to the extent permitted by such state law; and (iii) any litigation or other dispute resolution between Publisher and Inara arising out of or relating to this Agreement or Publisher’s relationship with Inara will take place in Arizona Superior Court in Pima County, Arizona, and Publisher and Inara hereby consent to the personal jurisdiction of and exclusive venue of such County unless such consent is expressly prohibited by the laws of the state in which Publisher’s business is domiciled.
10.2 Other Legal provisions. This Agreement may not be amended, except in writing signed by both parties or as provided in Section 2 above. If any provision of this Agreement is held invalid by a court or other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to subsequently enforce the provision. Any Inara affiliate may join as a party to this Agreement and will notify you if it does. The joining Inara affiliate will be entitled to exercise the rights you grant under this Agreement. Each Inara party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other Inara parties. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other, except that (a) Inara may assign any of its rights and obligations under this Agreement without consent and (b) you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with the transaction of all or substantially all of your assets, but you must give Inara written notice of the assignment no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not confer upon any other person other than the parties any rights or remedies. You consent to the use of electronic means to complete this Agreement and to provide you with any notices we give you in relation to this Agreement. To be effective, any notice given by a party under this Agreement must be in writing and delivered (i) if by an Inara party, via email, via a posting on the Program website or via a message through your Program account, or (ii) if by you to eMegaBook LLC dba Inara, via email to email@example.com Notices will be effective and deemed received on the date transmitted or posted.
11 Terms and Conditions for Other Programs and Services
Inara, at its discretion, may introduce from time to time, other programs and services to readers, authors, and publishers. These other programs and services will be made compulsory or as an option for Inara publishers at Inara’s discretion.
Digital Millennium Copyright Act (DMCA) Notice Policy
Inara is a distributor, and does not own the works uploaded to Inara. When authors, agents or publishers upload material to Inara, they certify to Inara their agreement to their Terms and Conditions, in which they certify they are legally permitted to upload such works. Allegations of copyright violations against Inara authors, agents and publishers are extremely rare. Nevertheless, Inara maintains a zero-tolerance policy regarding copyright infringement and we welcome infringed parties to notify us if they believe their material is being distributed by Inara.
(1) If you feel that content posted on the Inara Site infringes on your copyright(s), please immediately contact the Inara support team by email at firstname.lastname@example.org
(2) If Inara takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent known email address.
To help us help you, infringement notices should include;
(1) An electronic signature and full name, address, phone number and email address of the copyright owner and the person authorized to act on their behalf;
(2) An identification of the copyright claimed to have been infringed;
(3) the location and nature of the content that Infringed party claims to have infringed upon its copyright, in sufficient detail to permit Inara to identify that content, such as a direct hyperlink to the infringing book listed at Inara;
(4) hyperlinks, if available, to the original author's (the infringed party) work to help Inara investigate and support your case;
(5) and a statement by the Infringed:
(a) that you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner's agent;
(b) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and
(c) a statement that you are either the copyright owner or a person authorized to act on their behalf.
Upon receipt of a written notice from a party infringed or defamed by Author's material (or someone purporting to be his agent, publisher, attorney in fact or assign), Inara may remove the Author's Work and reserves the right to remove any and all information about the Author, the Author's Work or the Publisher from the Site. Inara may allow corrected or legally vetted versions of the purportedly infringing or defamatory Work to be posted again:
(1) with a stipulation between the parties that they have resolved their dispute,
(2) a court order or
(3) a certification by an independent attorney in whose professional opinion states that in the current version, the infringing material of which the purportedly infringed party has complained has been removed from the Work.