Customer Terms and Conditions - Constant-Content.com

A. Acceptance

  1. The terms and conditions (the "Terms") which follow, govern the relationship between RevenueWire Inc. ("Constant-Content") and you, as a registered member ("Member") of the Constant-Content website (the "Website").
  2. When you access the Website you acknowledge that you have read and understood, and that you agree to abide by these Terms, which may be amended at any time. If you do not agree with these terms and conditions, as amended, you may not use the Website or any of the services offered by or through Constant-Content or this website, as described in these Terms, including without limitation the services enumerated in paragraphs 1.1 and 1.3 of Section C below (the "Services").
  3. Constant-Content reserves the right to amend these terms at any time, such amendments to take effect immediately following publication on the Website. Your continued use of the Website or the Services constitutes your acknowledgment that you have read, understood and agreed to abide by the amended terms.

B. Constant-Content Membership

  1. To use the Services, you must be a Member and eighteen (18) years and older. To become a Member, you must successfully complete the registration process established by Constant-Content.
  2. Each Member will select a username and password in order to use the Services and to access specific portions of the Website. For the purposes of these Terms, your password forms part of Constant-Content's Confidential Information, and must be treated as such in accordance with Section G of these Terms. You may not disclose your password to any other party, or permit any other party to access the Website or the Services using your password in conjunction with your username.

C.Content and General Terms

  1. Constant-Content permits Members to make specific written works or other digital content (the "Works") available for licence or sale to one or more Consumers, subject to any specific conditions established hereunder. You acknowledge and agree that:
  2. Constant-Content provides hosting to Members for the distribution of Works, e-commerce facilities for the sale and licensing by that Member as author of those Works, and access to discussion forums for private and public discussion by Members.
  3. Constant-Content does not own any of the Works of a Member found on the Website. All right, title and interest in and to a specific Work, including without limitation all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights", "artist's rights", "droit moral" or the like, will at all times remain vested in that Member, subject only to the conditions upon which the Author makes the Work available to a Consumer.
  4. Constant-Content does not review either the Works made available from time to time, on the Website or the messages posted by Members, publically or privately, in any Constant-Content forum. Those messages and Works express the views and opinions only of the poster and, as such, Constant-Content is not and you will not hold Constant-Content responsible for any such content. Notwithstanding the foregoing, Constant-Content reserves the right to delete any content which in the opinion of Constant-Content is offensive or objectionable, which otherwise might subject Constant-Content to potential criminal or civil sanction, or which otherwise does not in the opinion of Constant-Content comply with the submission guidelines posted at http://www.constant-content.com/content-guidelines.htm and amended from time to time.
  • Message Forums
  • The right of a Member to use and to participate in any message or discussion forum operated by Constant-Content (the "Discussion Board") is subject to the following rules:
  • The Member, and not Constant-Content, will be responsible and liable for all content posted on and activities conducted through the Discussion Board. Constant-Content does not verify, endorse or otherwise vouch for any content made available on the Discussion Board.
  • The Member will not harass, threaten, or cause distress or discomfort upon another Member or Discussion Board participant, user or other individual entity.
  • The Member will not, in posting content to the Discussion Board, use blatant expressions of bigotry, racism, hatred or profanity.
  • The Member will not directly or indirectly use the Discussion Board to transmit or to facilitate the transmission of any data, software, files, links or other materials that Constant-Content, in its sole discretion, considers to be a breach of the intellectual property rights of a third party or which Constant-Content, in its sole discretion, otherwise considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically, or generally objectionable.
  • The Member will not undertake any activity that disrupts the ability of other Members, participants, users or other individual entities to use the Discussion Board.
  • The Member will not impersonate in the Discussion Board any other person, including without limitation Constant-Content Members or staff.
  • The Member will not post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation that are determined by Constant-Content to be inappropriate.
  • The Member will not post or transmit any personal contact information or information so as to permit contact with another Member outside of the Constant-Content system.
  • Members who violate the foregoing rules may have their membership revoked for "cause", in accordance with these terms.
  • Members acknowledge and agree that they may be held responsible, at law, liable for any content posted on the Discussion Board. The Member agrees to indemnify and hold Constant-Content from and against any loss, liability, claim, damage and expenses (including reasonable attorneys' fees) arising from or in connection with the use by that Member of the Discussion Board.
  • By submitting content to the Discussion Board, the Member hereby grants to Constant-Content a royalty-free perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content.
  • D.Author Terms

    1. An "Author" is any Member who makes specific Works available on the Website for use or purchase.
    2. At the time a Work is uploaded to the Website, the Author represents and warrants to Constant-Content and further covenants that:
      1. the Author is the owner or otherwise the duly authorized licensee of all right, title and interest in and to the Works;
      2. neither the Works nor any web site or other promotional or marketing material of the Author will contain any content which in the opinion of Constant-Content is or may be construed as being defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or otherwise contravene the Can-Spam Act of 2003 (United States) or other similar legislation applicable either to the Author or to Constant-Content;
      3. none of the Works nor any web site of the Author will violate any applicable law or regulation or otherwise contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user's computer without notice to and the express prior consent of the user;
      4. the Author will use best efforts to ensure that Constant-Content has at all times current, valid contact information, including without limitation current names, electronic mail addresses and telephone numbers;
      5. the Author will use best efforts to ensure that purchasers of the Works will receive prompt, adequate replies to all queries directed to the Author;
      6. the Author will not make any warranty or representation on behalf of Constant-Content, or otherwise represent to any person that the Author (and those for whom the Author is in law responsible) is an agent of Constant-Content.
    3. Licence to Constant-Content - The Author grants to Constant-Content a non-exclusive right to package, sell and distribute the Works on behalf of the Author and to use and to reproduce the Author's marks and trade-marks, as Constant-Content considers reasonably necessary, in the sale or licence of Works on behalf of the Author. You further authorize Constant-Content, its employees, agents and affiliates to store, resize, copy, distribute, transmit, display, reproduce, transfer, access the Works for any purpose that Constant-Content considers necessary, in its sole discretion. Finally, you authorize Constant-Content to use the Works as necessary, in the opinion of Constant-Content, for the promotion of the Website and the Services. Notwithstanding the foregoing, Constant-Content acknowledges and agrees that it has no right, title or interest in or to the Works save and except as are expressly granted in these Terms.
    4. Consumer Licence - Works hosted on the Website must be made available to Members subject to one of the following licenses:
      1. Use Licence
      2. Members may acquire, for a fee fixed by the Author, a revocable, royalty-free, non-transferable, non-exclusive and non-assignable license to publish (but not to modify) the Works on a single website or in a single edition of a print publication owed by that Member.
      3. Unique Licence
      4. Members may acquire, for a fee fixed by the Author, an irrevocable, royalty-free, exclusive, non-transferable, and non-assignable license to use (but not to modify the Works).
      5. Full Rights Licence
      6. Members may acquire, for a fee fixed by the Author, an irrevocable, royalty-free, exclusive, transferable, and assignable license to use and to modify the Works. Works containing content that has been previously published elsewhere may only be offered in accordance with a Free Licence or a Use Licence. Works containing multimedia or other non-written digital content may not be offered on the Website except in accordance with a Use Licence, Unique Licence or a Full Rights Licence.

    E. Sale and Licensing

    1. Sales - Subject to these Terms, Constant-Content will permit the Author to use the Constant-Content to sell licenses to use the Works (each sale, a "Transaction") to another Member ("Consumer"), using the Constant-Content shopping cart for:
      1. the collection of all demographic information from Customers of a Author necessary to complete a Transaction ("Customer Demographic Data");
      2. the collection of payment due from Customers with respect to a Transaction (the "Transaction Fee") plus applicable taxes;
      3. processing of all payments received with respect to each Transaction; and
      4. payment of all credit card and other transactional fees for each Transaction.
      5. Notwithstanding the foregoing, the Author agrees that Constant-Content has no obligation to promote or otherwise sell the Works.
    2. Vendor - The Author and Constant-Content agree that, with respect to each Transaction, the Author is the seller of record. The Author acknowledges and agrees that Constant-Content is neither party to nor responsible for the content or enforcement of any licence issued with respect to the Works.
    3. Transaction Fees - The Author will be solely responsible for establishing the Transaction Fee payable by Customers in each Transaction.
    4. Third Party Claims - In the event any claims are asserted by a third party in connection with the Works, Constant-Content will in addition to any other right arising under the Author Agreement, at law or in equity, have the right in its sole discretion to immediately terminate the promotion and distribution of the same, and to take such other actions as it deems to be reasonably necessary in order to comply with applicable law or to enable Constant-Content to avail itself of the "safe harbour" or other exculpatory provisions of applicable law, including without limitation laws relating to the infringement of proprietary rights.
    5. Taxes - In any jurisdiction where Constant-Content is liable to collect and remit to the local taxing authority any value added tax, goods and services tax, sales or use tax, or any similar taxes, Constant-Content will, from revenues received for each Transaction, remit such tax as may in the opinion of Constant-Content be required, from time to time. For that purpose, the Author will provide to Constant-Content, upon request, such information as Constant-Content may consider reasonably necessary for the remittance of such taxes. Constant-Content will not be liable for any such taxes in any applicable jurisdiction where Constant-Content does not have a fixed establishment or is otherwise not subject to tax. In no event will Constant-Content be responsible for the payment of any tax based on the Author's net income.
    6. Customer Data - Constant-Content will own all right, title and interest in the Customer Data.

    F. Payment

    1. Payment Periods - In this Section, "Payment Period" means each of the 12 monthly periods in any calendar year, commencing on 1st day day of each month.
    2. Remittance - Prior to the end of each Payment Period, Constant-Content will remit to the Author, on account of the immediately preceding Payment Period, a sum equal to the aggregate gross revenue received from each Transaction during the immediately preceding Payment Period, less:
      1. the sum payable to Constant-Content for each Transaction, being the greater of 35% of the Transaction Fee, plus any applicable taxes;
      2. any sums held back from or otherwise charged back to the Author, by Constant-Content in accordance with these terms.
    3. Holdback - The Author acknowledges and agrees that Constant-Content may hold back a portion of any sum due and payable to the Author if Constant-Content, acting reasonably, determines that such hold back is necessary to secure the payment and performance of all liabilities, obligations, and indebtedness that the Author may incur under this Agreement or as the result of any breach of this Agreement. Without prejudice to any other right of Constant-Content arising under the Author Agreement or otherwise at law or in equity, the Author acknowledges and agrees that Constant-Content may also refuse to make payments to the Author as aforesaid, notwithstanding that such payments may then be due, if Constant-Content determines, in good faith, that the Author has breached any applicable law or regulation or otherwise has breached a material term of this Agreement.

    G. Representations, Warranties, Covenants

    1. Mutual - Each party represents and warrants and covenants to the other that:
      1. it has full right, power and authority to enter into and fully perform its obligations under the Author Agreement;
      2. to the best of its knowledge, any products, materials, or information provided in order to perform or otherwise created in the performance of its obligations hereunder will not infringe or otherwise violate the rights, including intellectual property rights of any other person or entity; and
      3. it will substantially comply with all material laws and regulations (including without limitation legislation with respect to privacy and all export control laws and regulations applicable to that party) applicable to the activities of that party in connection with this Agreement.
    2. Author - The Author represents and warrants to Constant-Content and further covenants that:
      1. If an individual, the Author is at least eighteen (18) years of age;
      2. the Author is the owner or otherwise the duly authorized licensee of all right, title and interest in and to the Works, including the right to grant to Constant-Content the non-exclusive right to market, distribute, and sell the Works;
      3. neither the Works nor any web site or other promotional or marketing material of the Author will contain any content which in the opinion of Constant-Content is or may be construed as being defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or otherwise contravene the Can-Spam Act of 2003 (United States) or other similar legislation applicable either to the Author or to Constant-Content;
      4. the Author will at all times advise Constant-Content of specific restrictions and changes in restrictions, howsoever caused, with respect to the sale or export of the Works arising under all applicable export control laws and regulations;
      5. none of the Works nor any web site of the Author will violate any applicable law or regulation or otherwise contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user's computer without notice to and the express prior consent of the user;
      6. the Author will use best efforts to ensure that Constant-Content has at all times current, valid contact information, including without limitation current names, electronic mail addresses and telephone numbers for all corporate, technical support and customer support matters;
      7. the Author will use best efforts to ensure that purchasers of the Works will receive prompt, adequate replies to all technical and support queries directed to the Author;
      8. the Author will not to make any warranty or representation on behalf of Constant-Content, or otherwise represent to any person that the Author (and those for whom the Author is in law responsible) is or are Constant-Content agents.
    3. Constant-Content Disclaimer - EXCEPT AS EXPRESSLY SET OUT IN SECTION G, PARAGRAPHS 1 AND 3 OF THE AUTHOR TERMS, Constant-Content DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, AUTHORABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY PROJECT, IN PART OR WHOLE.) Constant-Content DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE USE AND PUBLICATION AND TRANSMISSION OF CONTENT, WHETHER IN AN ACTION BASED IN CONTRACT OR IN TORT, EVEN IF Constant-Content HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

    H.Termination

    1. Termination by Constant-Content - Constant-Content may terminate the membership of a Member at any time on Notice of five (5) business days, or at any time, without Notice, in the event of:
      1. the breach by the Member, of these terms;
      2. the violation by the Member or anyone for whom the Member is in law responsible of the intellectual property rights of either Constant-Content or any third party;
      3. the violation of any policy (including without limitation a privacy policy) enacted by Constant-Content, from time to time;
      4. the violation by the Member of any local, provincial, state or federal statute, including, without limitation, an act of dishonesty such as embezzlement or theft;
      5. conduct on the part of the Member that is detrimental to the business or the financial position of the Constant-Content, as determined in the sole discretion of the Constant-Content;
      6. conduct on the part of the Member or anyone for whom the Member is in law responsible which is of such a serious and substantial nature that, as determined in the sole discretion of Constant-Content, it would injure the reputation of Constant-Content or of the customers, clients, affiliates, agents, or employees of Constant-Content; or
      7. conduct on the part of the Member that seeks to circumvent the Constant-Content system by exchanging personal contact information.
    2. Termination by the Member - A Member may voluntarily cease to be a Member at any time on Notice to Constant-Content of not less than five (5) business days.
    3. Payment - Notwithstanding termination of a membership for any reason, the Member will remain liable to pay to Constant-Content any sum due and owing hereunder, and for that purpose the Member covenants and agrees that the obligations arising under Section C of these Terms will survive termination for any reason.

    I.Indemnification

    1. Mutual Indemnity - Subject to any limitations expressed herein, the Member covenants and agrees to indemnify and save Constant-Content and any officer, director, employee, parent company, subsidiary or affiliated company harmless from and against any and all claims, actions, proceedings, suits, losses, costs, expenses, or damages (collectively, the "Claims") suffered or incurred by or arising from any breach by the indemnifying party of any of the its representations, warranties, covenants or obligations arising hereunder.
    2. Limitation of Liability - The liability of Constant-Content for any breach of the Author Agreement is limited to the greater of the amount of money invoiced by Constant-Content and actually paid by the Author and Five Hundred ($500.00) United States Dollars. In no circumstance will Constant-Content be liable to the Author for any consequential, indirect, special, punitive or incidental damages or lost profits, of the Member or the Member's clients, successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, Constant-Content will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of the Member or third parties, Member's equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Constant-Content.
    3. Limitation Period - In no event will a Member commence any action, suit or proceeding against Constant-Content for any Claim more than twelve (12) months following the date upon which the Member became or should reasonably have become aware of the existence of said Claim.

    J.Modification

    1. Amendment - Each Member acknowledges and agrees that notwithstanding any contrary provision, Constant-Content may modify these terms and conditions at any time (the "Modifications").
    2. Notice - Constant-Content acknowledges and agrees that it will:
      1. publish any such Modifications on the Constant-Content web site together with a statement as to the date upon which such Modifications are to come into force and effect (the "Effective Date"); and
      2. provide Members with Notice of both the Modifications and Effective Date,
      3. at least five (5) business days in advance of the Effective Date.
    3. Deemed Acceptance - In the event that a Member fails to terminate membership in accordance with Section H, Paragraph 2, prior to the Effective Date applicable to a specific set of Modifications, the Member will be deemed to have read, acknowledged and agreed to the same. The Member will thereafter be bound by the Modifications, which for all purposes will form part of these terms.

    K.Miscellaneous

    1. Jurisdiction - These terms will be interpreted, construed and enforced in all respects in accordance with the laws of the Province of British Columbia, excluding both the United Nations Convention on Contracts for the International Sale of Goods, and any rules applicable to the conflict of laws. The Member agrees and attorns to the exclusive jurisdiction of the superior court in the Judicial District of Victoria, in the Province of British Columbia with respect to any dispute arising as a direct or indirect consequence of these terms or any right or obligation of either party arising under these terms.
    2. Interpretation - Section and paragraph headings used in these Terms are for the convenience of the parties only, and will not for any purpose be used in the interpretation or construction of any term or condition hereof.
    3. Assignment - The Member may not assign its rights and obligations under these Terms.
    4. Waiver - No term or condition herein will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
    5. Non-Partner - While Constant-Content and the Member intend by these terms to establish a contractual relationship, it is not the intention of either party to undertake a joint venture or to make Constant-Content in any sense an agent, employee, or partner of the Member. The parties expressly agree that they are independent contractors. These terms do not in any way create a partnership between Constant-Content and the Member, whether at common law or in accordance with any applicable statute, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
    6. Severance - In the event that any term, covenant or condition of these Terms is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
    7. Notice - Any notice or other communication ("Notice") permitted or required will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party as provided by the sending party, from time to time. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile, sent by electronic mail or personally delivered.
    8. Use of Content Credit System - Use of Constant-Content.com requires that the user preloads funds to his or her account and that the preloaded value (Content Credits) must be sufficient to cover the cost of any orders placed. Rights to use an article are paid for using Content Credits and the user's balance will be reduced by the amount of Content Credits necessary to complete each order. Content Credits and funds deposited to Constant Content are non-refundable. Users will receive credit in the form of Content Credits for any Articles returned (in the manner provided in these terms). Content Credits will expire 12 calendar months from the date of last purchase.