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Publisher Agreement This Publisher Agreement (Agreement) between you (also Seller) and Accusoft Corporation (Accusoft, DBA edocr) describes Seller’s and Accusoft’s respective rights, duties, representations, warranties and obligations toward Content (defined in I.B. below) that Seller uploads to edocr or my.edocr (“Service”) for Accusoft to sell to third parties (“Contribution”). This Agreement may change from time to time without notice. For each Contribution, Seller acknowledges and accepts the current version of the Agreement and any later changes to that Agreement. I. Definitions. A. “edocr.com” and “my.edocr.com”: Accusoft’s websites using Accusoft ® Cloud Services™ to allow users to share, edit, convert, collaborate and control their Content, whether the Content is hosted by us or not. B. “Content” -- The data, documents, images, files, and other information of any kind that Seller contributes to the service for sale to third parties. C. “End-User” -- any third party that purchases the Content from Accusoft. II. Seller Grants A. Seller agrees that Accusoft is permitted to make a limited number of copies of Content as required for the correct operation of the Service or for backup, reliability or performance purposes. B. Seller agrees that Accusoft is permitted to allow an End-User to view, print, copy text to their computer clipboard or download, and in any combination, after the End-User purchases the Content, but solely as determined by Content options chosen by the Seller via Service. Seller may also chose using the Service Content options not to allow an End-User any access to the Content unless the End-User also agrees that Accusoft may provide their email address to Seller. C. Seller agrees that Accusoft is permitted without restriction to create and display a representation of the first page or first image of Content on Service unless Seller has used Service Content options to designate the Content as Private (can only be seen by a Seller list of End-Users) or Secure (can only be seen by End-Users to whom Seller has provided a link). III. Seller Obligations A. Seller warrants that Content that Seller contributes to the Service follows all the restrictions and requirements of the edocr Service Agreement and Seller hereby acknowledges and accepts the version of that Agreement that is current at the time of each Contribution and any later changes to that Agreement. B. Seller warrants that our use and sale of the Content will not infringe or damage any third party’s intellectual property rights including, but not limited to, copyright, privacy, trademark, and trade secret rights. C. Seller warrants that Accusoft’s use of the Content will not violate any contract, obligation or duty of confidentiality or non-disclosure that Seller has to any third party. D. Seller agrees to indemnify and hold Accusoft harmless and defend Accusoft from any claim, action or proceeding that arises or results from any of Seller’s actions or omissions pertaining to any Contribution or to Seller’s use of the Service and from any of Seller’s actions that are in violation of this Agreement or in violation of the edocr and my.edocr Service Agreement. In the event of such a properly noticed claim, action or proceeding, Accusoft may withhold payments otherwise due Seller until the claim, action or proceeding is resolved. E. Seller agrees that Seller is responsible for all taxes or fees that might be or become due to any government or other jurisdiction and that arise from Seller’s sale of Content. Seller further agrees that Accusoft may withhold payments otherwise due to Seller whenever necessary and in the amount of any payments Accusoft has made for any taxes or fees arising from Seller’s sale of Content. IV. Accusoft Obligations A. Each time an End-user buys Seller’s Content, Accusoft will pay Seller 90%, less a per-transaction fee, of the selling price Seller has set for Content. The per transaction fee is presently $0.30 U.S. (30 cents) per transaction. This per-transaction fee may change from time-to-time as our payment processor increases their fees. Any changed per-transaction fee takes effect on the date this Agreement is changed to reflect the new fee. B. At the end of each month, Accusoft will determine the total amount due Seller for all purchases from Accusoft of Seller’s Content and Accusoft will pay that amount to Seller within 30 days of that determination. C. Accusoft claims no intellectual property rights over Seller’s Content. D. At the time of purchase, End-User will agree that Content is not for resale, not for redistribution and that their purchase is final and non-refundable. V. Limitation of Accusoft Liability A. Accusoft does not warrant that access to Content or Service will be uninterrupted or trouble free. B. The Service is provided “as is” and Accusoft is not liable for any loss of data, loss of profits, or any other damages arising from or in relation to this Agreement, nor from system or process failures, interruptions, inaccuracies, errors or latencies. VI. Termination A. This Agreement may be terminated at any time by Seller by removing all Contributions and emailing Accusoft or by Accusoft by emailing Seller if the other party breaches any of its obligations or for any other reason. B. If this Agreement is terminated, Section III survives the termination. C. If this Agreement is terminated, Accusoft will pay Seller any remaining amount due from purchases occurring before termination according to IV.A. and IV.B. above. VII. Other Provisions A. You agree that if any provision of this Agreement is determined to be invalid by any court of final jurisdiction, then that provision shall be omitted and the remainder of this Agreement shall continue to be binding and enforceable. In addition you agree that that court is authorized to enforce any such provision of this Agreement to whatever lesser extent that court deems reasonable and appropriate rather than invalidating the entire provision. B. In the event of any lawsuit or other proceeding brought as a result of an actual or alleged breach of this Agreement, to enforce any provisions of this Agreement, or to enforce any intellectual property or other rights in or pertaining to the Service, you agree that the prevailing party shall be entitled to an award of its reasonable attorneys' fees and costs, including the costs of any expert witnesses, incurred at all levels of proceedings. C. The failure of Accusoft to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. D. This Agreement will be governed, construed, and enforced in accordance with the laws of the State of Florida, without regard to any conflicts of laws rules. Any action related to or arising under this Agreement will be brought solely in the state court sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida, Tampa Division, and you consent to the exclusive jurisdiction and venue of said courts. E. This Agreement is the entire understanding of the parties concerning the subject matter of the Agreement (including, but not limited to, any prior versions of this Agreement) and supersedes all prior communications and agreements whether oral or written relating to the subject matter of the Agreement. Only a writing signed by the parties may modify this Agreement. In the event of any modification in writing of this Agreement (an "Amendment"), all provisions of this Agreement survive except those provisions that are explicitly modified by the Amendment. F. You cannot assign or transfer this Agreement to another party under any circumstances. G. You agree that Accusoft may reference your use of the Service on its web site or in other marketing materials, including issuing a press release. H. Questions about this Agreement should be sent to info@edocr.com
