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Customer Terms of Service

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Publitas.com B.V. whose registered office and address for service is at J.H. Oortweg 21, 2333 CH Leiden, the Netherlands.

March 14, 2023

  1. Applicable Terms to the Service
    1. This Agreement. Our Customer Terms of Service is the agreement that governs the core legal and commercial terms that apply to your use of our Services and are set out in herein.. You can create digital publications by using the animated publication technology provided as part of the Services under these terms. This Agreement also applies to our Service Projects and Ad Hoc projects like Publitas Reach. 
    2. Attached Terms. Throughout this Agreement, we link and mention other documents that include Terms that apply to your use of our Services. These documents are inherently incorporated into this Agreement.
    3. Inconsistency in Terms. In the event of any conflict between any term or provision of this Agreement and any term or provision in any linked or mentioned documents or any outside documents, if there is an inconsistency in each case the following hierarchy in documents apply:
      1. Data Processing Agreement (DPA): If applicable, then this explains how we process your data. You can find our DPA here.
      2. Order Form: Your Order Form is the approved form created following your purchase of one of Services through our online payment process or one particularly made for and sent to you by us. It contains all of the primary details about your purchase, including your Subscription Term, Services purchased and your fees. You can find your Order Form here.
      3. This Agreement: This Agreement contains the core legal and commercial terms that apply to your use of our Services and are set out in this document. Any references to General Terms, Terms & Conditions, Master Terms, Master Service Agreements of Publitas means this Agreement. 
      4. Acceptable Use Policy (AUP): This is the rulebook policy setting out what you can and can’t do while using our Services. You can find our AUP here.
  2. Definitions
    1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
    2. Agreement” means in this document these General Terms and all materials referred or linked to in here that together form the Customer Terms of Service, unless otherwise stated.  Throughout this Agreement, we link to knowledge base articles to help facilitate your use of our Services and manage your Publitas  Account; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.
    3. “Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.
    4. “Billing Period” means the period for which you agree to prepay fees under an Order Form. 
    5. Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed Services, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
    6. Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your landing pages on the Service or uploaded by you to the Service.
    7. “Customer Content” means all content owned or generated by you. All uploaded, posted and generated content, images and files under your account remain the sole property of you, the Customer. “Customer Data” means all information that you provide.
    8. “Free Services” means the Service or other products or features that might be made available by us to you from time to time on an unpaid trial or free basis. 
    9. Order” or “Order Form” means the Publitas-approved form or online subscription process by which you agree to subscribe to the Service and purchase Consulting Services. 
    10. “Partner” means any commercial entity with which we have some form of alliance.
    11. “Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data or personally identifiable information under applicable Data Protection Laws (as defined in the DPA).
    12. “Proposal” means a customized offer to you in order to use our Services.
    13. “Publitas Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Service.
    14. “Self Service Subscription” means our subscriptions as presented on the Publitas website that are not customized. Self Service Subscriptions include our Free Services when applicable.
    15. “Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR (as defined in the DPA) or any other applicable law relating to privacy and data protection.
    16. “Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://publitas.com or another designated URL, and any ancillary products and services.
    17. “Subscription” means the use of any of our Services on a recurring basis.
    18. “Subscription Fee” means the amount you pay for the Service.
    19. “Subscription Term” means the initial term of your subscription to the applicable Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
    20. “Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service for your benefit and have unique user identifications and passwords for the Service.
    21. Publitas”, “we”, “us” or “our” means the applicable contracting entity.
    22. “You”, “your” or “Customer” means the person or entity using the Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.
  3. Use of Services
    1. Access. During the Subscription Term, we will provide you access to our Service consisting of a web-based application and a platform at www.publitas.com to upload, produce, host and deliver digital publications within the Publitas server environment. Service which for the avoidance of doubt includes the technology provided by Publitas as part of the Services. 
    2. Purchased Services. We will make the Services available to you under the terms of this Agreement and the relevant Order, during the Term of that Order. Every Order you make with us after the initial Order will also be governed by the terms of this Agreement
    3. Additional Features. If we offer such, you may subscribe to additional features of the Service by placing an additional Order or activating the additional features from within your Publitas account. This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Publitas´ account.
    4. Availability and Uptime. We use commercially reasonable efforts to make the Services available 24 hrs/7 days a week, except for scheduled outages (which will be communicated in advance, if practicable), or when unavailability is caused by force majeure.
    5. Limits. The limits that apply to you will be specified in your Order Form, this Agreement. For Self Service Subscriptions, these limits may also be designated on our Pricing Page and from within the product itself. You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Service to your Affiliate’s Users under this Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.
    6. Downgrades. Depending on your Publitas product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please check your Order Form.
    7. Modifications. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. 
    8. Acceptable Use. You will comply with our AUP. You can find our AUP here.
    9. Prohibited and Unauthorized Use. You will not use the Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement. Also, you may not sell, resell, rent or lease the Services, use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights, interfere with or disrupt the integrity or performance of the Services or any of its third-party data, or attempt to gain unauthorized access to the Services or their related systems or networks. 
    10. Age restriction. You must be 18 years of age or older to use the Service.
    11. Country restrictions. You may not use the Service if you are legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service. The Service is not designed to comply with industry-specific regulations, so you may not use, or limit the use of the Service where your communications would be subject to such laws.
    12. No Sensitive Information. You acknowledge that the Services are not designed to process or manage sensitive information and accordingly you agree not to use the Service to collect, manage or process sensitive information. We will not have and we specifically disclaims any liability that may result from your use of the Service to collect, process or manage sensitive information.
  4. Customer support
    1. Basic Support. We provide basic support for the Services as set out in the Service Level Agreement at no additional charge. 
    2. Customized Support. If specific customer service applies to you, you can find this in your Order Form.
  5. Fees and Payment 
    1. Free Trial. If you register for a free trial, we will make the Service available to you on a trial basis free of charge until the earlier of the end of the free trial period (if not terminated earlier) or the start date of your paid subscription. Unless you purchase a subscription to the applicable Service before the end of the free trial, all of your data in the Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
    2. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Maximum Contacts, User or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade Services or base packages, (iii) you subscribe to additional features or Services, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. 
    3. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to 10% of your  then-current fees.. If this increase applies to you, we will notify you at least thirty (30) in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, you can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below. 
    4. Payment of Fees. If you are paying by credit card, you authorize us to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party
    5. Payment Against Invoice. If you are paying by invoice, we will invoice all fees in conformity with the specifications in the Order From and the invoice relevant to the applicable Service. Your Billing Period is listed in the Order Form. If nothing is mentioned this period is the same length as the Subscription Term. Unless specified otherwise in the applicable Order Form or invoice, fees are due within 30 days of receipt of an invoice, plus applicable transaction based taxes. 
    6. Payment Disputes. You and us shall work together in good faith to resolve any disputed invoices within fourteen (14) days of your notice to Publitas of the dispute.
    7. Payment Information. You will keep your Authorized Payment Method, Contact Information, billing information complete and up to date for the payment of incurred and recurring fees, as applicable. Changes may be made on your Billing Page within your Publitas account. You authorize us to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
    8. Sales Tax. Unless stated otherwise on your invoice, all fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of VAT. You must be registered for VAT purposes in your member state to be able to “reverse charge” VAT. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.
    9. Withholding Tax. If you are required to deduct or withhold tax from payment of your Publitas invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).  You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.
  6. Term and Termination 
    1. Term and Renewal. Your initial Subscription Term will be specified in your Order, and, unless otherwise or not specified in your Order, your Subscription will automatically renew for the same Subscription Term as your previous one.
    2. Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice is 90 days unless stated otherwise in your Order Form. If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your Publitas account.
    3. Early Cancellation. This Agreement may not be terminated prior to the end of the Subscription Term. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
    4. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors, or (iii) upon mutual agreement 
    5. Termination due to Misuse. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. 
  7. Suspension
    1. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Services ten (10) days after such notice. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Service.
    2. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
    3. Suspension for Prohibited Acts. We may, without notice, review and delete any Customer Data or Customer Content that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Content. We may does so far we may have suspended any User’s access to any or all Services without notice for:
      1. use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, 
      2. use of the Publitas email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or 
      3. instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.   
    4. Suspension for Present Harm. We will make commercially reasonable efforts to limit the suspension to the affected portion of the Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, other Customers or our Partners. We may do so if your website, or use of, the Service:
      1. is being subjected to denial of service attacks or other disruptive activity,
      2. is being used to engage in denial of service attacks or other disruptive activity,
      3. is creating a security vulnerability for the Service or others,
      4. is consuming excessive bandwidth or storage, or
      5. is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service. 
    5. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will not continue to make available to you our Services. 
    6. Consequences of Termination. You will continue to be subject to this Agreement for as long as you have access to a Publitas account. Upon termination or expiration of this Agreement, you will stop all use of the Service. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. For the avoidance of doubt, this refund does not include any fees owed from your use of our Services, which is separately governed under the Publitas Terms of Use. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
  8. Proprietary Rights
    1. Reservation of Rights by Publitas. The technology provided by us as part of the Services is the proprietary property of Publitas, and all right, title and interest in the Services, including all associated intellectual property rights, remain only with Publitas. No rights are granted unless specifically provided in this Agreement.
    2. Customer Restrictions. You shall not,
      1. Copy, reproduce or otherwise create derivative works or adaptations of the Services, 
      2. reverse engineer the Services, 
      3. distribute or resell the Services to third parties for a fee, or as part of another service or product without our prior written approval; or use the Services in a service provider capacity for a fee, or as part of another service or product; unless Customer purchased the Service under the ‘Publitas Reseller Order’ in which case the Service may be used as part of a value-added service Customer provides to its customers, 
      4. Intentionally or unintentionally provide Publitas’ competitors access to the Service,
      5. remove or modify any proprietary marking or restrictive legends in the Service, v) use any automatic device or program or manual process to monitor, frame, copy or reproduce the Services, OR vi) access the Services to 
      6. build a competitive product or service, or 
      7. copy any feature, function or graphics of the Service.
  9. Mutual Confidentiality
    1. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, OR (iv) was independently developed by the Receiving Party.
    2. Protection of Confidential Information. The Receiving Party must use the same degree of care that it uses to protect its confidential information (in no event less than reasonable care) AND not disclose or use any Confidential Information of the Disclosing Party for any purpose (other than within the scope of this Agreement). The Receiving Party must limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those in this Agreement.
    3. Disclosing Confidential Information. In the event that the Receiving Party or anyone to whom the Receiving Party discloses the Confidential Information is required by applicable law, rule or regulation or the rules and regulations of an applicable stock exchange, or receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction or by another governmental agency, the Receiving Party shall: (i) promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a requirement or request; (ii) consult with the Disclosing Party on the advisability of taking steps to resist or narrow such request; (iii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information that is required by applicable law, rule or regulation or the rules and regulations of such stock exchange to be disclosed, as the Receiving Party is advised by counsel; and (iv) cooperate fully with the Disclosing Party in its efforts to obtain (at the sole cost and expense of the Disclosing Party) an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed.
  10. Performance Warranty 
    1. The Warranty. We warrant that we provide the Service in a manner consistent with generally accepted industry standards (i) in order to – with commercially reasonable efforts – ensure the online availability of the Services for a minimum of 99% availability in any given month (excluding Publitas scheduled outages), (ii) without material decrease in the functionality of the Services and no adversely changes made to the customer support; provided however, this warranty will not apply to you if you only use the Free Services or the availability is stated otherwise on your Order Form. In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then Customer’s exclusive remedy and Publitas’ sole obligation for breach of the warranty will be for Publitas to provide a credit (if not applicable to Customer then a refund), for the month in question; provided that Customer notifies Publitas of such breach in writing within 30 days of the breach.
    2. Exceptions. We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Service by anyone other than us, or modification of the Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Service in violation of or outside the scope of this Agreement.
    3. Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS WITH REGARD TO THE LAW AND REGULATIONS, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE, DATA SYNCHED OR CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    4. Limitation of Liability. EXCEPT FOR LIABILITY FOR DEATH OR PERSONAL INJURY, EACH PARTY’S LIABILITY FOR ALL OTHER DAMAGES RELATING TO, OR ARISING UNDER, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) MAY NOT EXCEED THE ACTUAL AMOUNT PAID BY CUSTOMER WITHIN THE PRECEDING 12 MONTHS FOR THE SERVICES. EACH PARTY’S LIABILITY FOR CLAIMS INVOLVING DEATH OR PERSONAL INJURY SHALL NOT EXCEED A TOTAL OF ONE MILLION EUROS ($1,000,000 EU) DURING THE TERM.
    5. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
    6. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICE TO YOU.
    7. Publitas Indemnity. Subject to the limitations of liability set forth herein, Publitas will defend Customer against any claim, demand, suit, or proceeding (Claim) made against Customer by a third party alleging that the use of the Services as permitted under this Agreement infringes or misappropriate the intellectual property rights of a third party, and subject to the limitations of liability set forth herein Publitas will indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with such Claim; provided that Customer shall (i) promptly give Publitas written notice of the Claim; (ii) give Publitas sole control of the defense and settlement of the Claim (provided that Publitas may not settle any Claim unless the settlement fully releases Customer of all liability); and (iii) provides Publitas all reasonable assistance, at Publitas’ expense for out of pocket items.
    8. Customer Indemnity. You must defend us against any Claim made against Publitas by a third party alleging that any Customer Content, or Customer’s use of the Services in violation of this Agreement, infringes any third party right, or violates any governmental law or rule, and must indemnify Publitas for any damages finally awarded against, and for reasonable attorney’s fees incurred by Publitas in connection with any such Claim; provided that Publitas shall (i) promptly give Customer written notice of the Claim; (ii) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement fully releases Publitas of all liability); and (iii) provide Customer all reasonable assistance, at Customer’s expense for out of pocket items.
  11. Versions of Terms
    1. Validity of these Terms. These Terms constitute the entire agreement between you and us, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
    2. Update of Terms. We update these terms from time to time. If you have an active subscription with us, we will let you know when we update the terms by email and/or via your invoice thirty (30) days prior.
    3. Archived Terms. You can find all current and archived versions of the above mentioned documents in your Publitas Account.
    4. Survival of Terms. Any terms that by their nature survive termination or expiration of this Agreement, will survive.
  12. Termination and Suspension of Service
    1. Mutual Termination for Material Breach. If either party is in breach of any material term of this Agreement, the other party may terminate this Agreement at the end of a 30-day notice/cure period, where the breach has not been cured.
    2. Actions Upon Termination. Upon any termination as provided in a) above by Customer, Publitas must refund any prepaid fees covering the remainder of the Term. Upon any termination as provided in a) above by Publitas, Customer must pay any unpaid fees covering the remainder of the Term of all Orders.
    3. Suspension of Service for Violations of Law or Policy. We may immediately suspend the Services and remove your digital publications if it in good faith believes that, as part of using the Services, Customer may have violated a governmental law or rule, or court order, or otherwise violated our AUP. We may try to contact you in advance, but it is not required to do so.
  13. Governing Law and  Jurisdiction
    1. Governing Law. This Agreement is governed by the Laws of the Netherlands, without regard to the choice or conflicts of law provisions of any jurisdiction. 
    2. Exclusive Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination, shall be settled by competent Dutch court and in force at the time when such proceedings are commenced. The place of court will be Amsterdam, the Netherlands.
  14. Partnership and Transfer
    1. Assign and Transfer. You may not assign or transfer this Agreement or an Order to a third party, except the Agreement with all Orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of You.
    2. No Partnership. The parties are independent contractors, and no partnership, joint venture or franchise is created. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Notwithstanding what is provided in Customer’s form purchase ordering document, any additional or conflicting terms are rejected by Publitas and do not apply.