This agreement is between PageTurnPro, a division of MarketGoal, LLC. of New Canaan, Connecticut and you.

1. Background
PageTurnPro is a service that enables clients to convert static documents into digital editions. Most clients use the service to create digital magazines, newspapers, newsletters, catalogues or directories. PageTurnPro enables clients to convert their own files and to select from a cadre of options to produce a new, customized digital edition of their publication.

2. License to Use the PageTurnPro Service.
Upon agreeing to the Terms of Use and paying for services from PageTurnPro, you will have access to create the agreed upon number of digital editions for the term of your subscription using this service. In general, the service will be available 24 hours a day, 365 days a year. We reserve the right to take the service down for periodic maintenance and upgrades. Server outages and slow performance are possible, though they are not likely to be frequent or sustained.

3. Use of Services.
We make services available for you to create digital publications. The software and service is protected by copyright and other intellectual property laws and treaties and is owned by us or our suppliers. You may not sell or redistribute the service without the prior written consent of MarketGoal, LLC. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile, or disassemble the service or otherwise attempt to derive the source code (except where expressly permitted by law). You may not modify, adapt, or create derivative works from the service in any way or remove proprietary notices. You agree to abide by all laws and regulations in effect regarding your use of the service. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

4. Electronic Notification.
You authorize us to provide you with required notices, agreements and information concerning PageTurnPro electronically. We will provide you our notices either by sending them to the e-mail address that you give to us or by posting the notices on the home page of PageTurnPro or on the relevant web page of the applicable service. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of PageTurnPro.

5. Registration.
If you sign up to use PageTurnPro, you agree to provide us with current and true information and you must be legally competent to enter into contracts and authorized to act as an agent of your company.

6. Changes to PageTurnPro.
PageTurnPro may offer new features from time and other features may be discontinued or changed at any time and without notice. Upgrades and changes in the software may result in changes in the appearance and functionality of your digital publications.

7. Payment.
Unless otherwise agreed to in writing between you and PageTurnPro, amounts due shall be paid in U.S. dollars annually and in advance of the start of services. Payment can be made in a lump sum at the start of the 12-month cycle or in monthly installments by credit card. If payment is to be made by credit card, PageTurnPro must have the credit card number / numbers on hand at the start of the 12-month cycle for automated monthly billing. There will be no grace period. Regardless of the method of payment, this service agreement is non-cancellable. Fees for services will be fully earned and non-refundable when services are first made available for your use.

8. Pricing.
PageTurnPro may change the price of any of its services without notice; however, you will not be subject to changes in price during the term of your subscription term with PageTurnPro.

9. Auto-Renew.
In the absence of specific instructions to discontinue use of the service at the end of a subscription term, the term will auto-renew. Clients have 15 days after the end of a subscription term to cancel the auto-renewal; otherwise the new subscription term is non-cancellable.

10. Archiving.
An archive refers to those publications that have completed a full 12 month cycle as an active publication on the PageTurnPro platform. After a publication credit has been active for a full 12 months, we will continue to host the last publication related to the credit, at the same URL. We will continue to host your archived publications, for free, for up 3 years as long as you continue to keep up the same subscription level with us. If you decide to cancel, or lower your yearly subscription plan you can opt to keep archived publications for a fee of $10 per publication per year.

11. Your Responsibilities.
You may use PageTurnPro for lawful purposes only. You may not use PageTurnPro to distribute any material, or otherwise engage in any conduct that:

• violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, pornographic, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; impersonates any person, business or entity, including our employees and agents;
• contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
• encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
• offers, promotes or encourages betting or wagering prohibited by law;
• violates these Terms of Use, guidelines or any policy posted on PageTurnPro, or
• Interferes with the use of PageTurnPro by others.
• You may not use PageTurnPro in a way that could damage or impair our servers or networks. You may not interfere with any other party's use and enjoyment of PageTurnPro. You may not attempt to gain unauthorized access to our services, user accounts, computer systems or networks. We may take any legal and technical remedies to prevent the violation of these Terms of Use.

12. Disclaimer of Warranties.
We provide PageTurnPro "as is", "with all faults" and "as available." We and our suppliers make no express warranties or guarantees about PageTurnPro. To the extent permitted by law, we and our suppliers disclaim implied warranties that PageTurnPro and all services distributed through PageTurnPro are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need or non-infringing. We do not guarantee that PageTurnPro will meet your requirements, is error-free, reliable, without interruption or available at all times. We do not guarantee that the results that may be obtained from the use of PageTurnPro, including any support services, will be effective, reliable, accurate or meet your requirements. We do not guarantee that you will be able to access or use PageTurnPro (either directly or through third-party networks) at times or locations of your choosing. No oral or written information or advice given by any of our representatives shall create a warranty. You may have additional consumer rights under your local laws that this contract cannot change.

13. Limitation of Liability.
Your exclusive remedy regarding any service provided by us shall be the replacement of any such service found to be defective. Your sole and exclusive remedy for any other dispute with us Is to discontinue your use of PageTurnPro. In no event shall our liability or the liability of our parent and our suppliers for any and all claims relating to the use of PageTurnPro exceed the total amount of service fees that you paid us during a one-year period for the specific service at Issue.

We, our parent, and our suppliers shall not be liable for any indirect, special, incidental, consequential or exemplary damages arising from your use of, inability to use, or reliance upon PageTurnPro. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if we knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability, and the liability of our parent and suppliers, shall be limited to the extent permitted by law.

14. Indemnification.
Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of PageTurnPro. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

15. Choice of Law and Location for Resolving Disputes.
You agree that the laws of the state of Connecticut govern this contract and any claim or dispute that you may have against us, without regard to Connecticut’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in Connecticut and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Please Note That by Agreeing to These Terms of Use, You Are: (1) Waiving Claims That You Might Otherwise Have Against Us Based on the Laws of Other Jurisdictions, Including Your Own; (2) Irrevocably Consenting to the Exclusive Jurisdiction of, and Venue in, State or Federal Courts in Connecticut over Any Disputes or Claims You Have With Us; and (3) Submitting Yourself to the Personal Jurisdiction of Courts Located in the state of Connecticut for the Purpose of Resolving Any Such Disputes or Claims.

16. Severability and Integration.
This contract and any supplemental terms, policies, rules and guidelines posted on PageTurnPro constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

17. Revisions to this Agreement
PageTurnPro may modify this agreement at any time. The up-to-date agreement will be available on the PageTurnPro.com Web site. Your continued use of the service after changes have been made constitutes your acceptance of the revised agreement.

18. Termination.
Your right to use PageTurnPro automatically terminates if you violate these Terms of Use or any rules or guidelines posted in connection with PageTurnPro. We also reserve the right, in our sole discretion, to terminate your access to all or part of PageTurnPro, for any reason, with or without notice.

Terms of Use – Application Addendum
This agreement is between PageTurnPro, a division of MarketGoal, LLC. of New Canaan, Connecticut and you.

1. Background.
PageTurnPro is a service that enables clients to convert static documents into digital editions. It also provides access to applications (“App” or “Apps”) for clients.

2. License to Use the PageTurnPro Service.
Upon agreeing to the Terms of Use and paying for use of an App from PageTurnPro, PageTurnPro will build an App for you as specified in the specific App Work Order Form. In general, the service will be available 24 hours a day, 365 days a year. We reserve the right to take the service down for periodic maintenance and upgrades. Server outages and slow performance are possible, though they are not likely to be frequent or sustained.
You understand and agree that technical problems may be the result of software or hardware errors not related to PageTurnPro’s services or that they may be caused by the applicable product manufacturer or service provider and that PageTurnPro technicians may not have the ability to obtain, or otherwise be aware of, the information necessary to resolve the relevant issue(s).

3. Use of Services.
We make apps available for you using proprietary design and development techniques. The software and service is protected by copyright and other intellectual property laws and treaties and is owned by us or our suppliers. You may not sell or redistribute the service without the prior written consent of MarketGoal, LLC. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile, or disassemble the service or otherwise attempt to derive the source code (except where expressly permitted by law). You may not modify, adapt, or create derivative works from the service in any way or remove proprietary notices. You agree to abide by all laws and regulations in effect regarding your use of the service. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

4. Electronic Notification.
You authorize us to provide you with required notices, agreements and information concerning PageTurnPro electronically. We will provide you our notices either by sending them to the e-mail address that you give to us or by posting the notices on the home page of PageTurnPro or on the relevant web page of the applicable service. If you want to withdraw your consent to receive notices electronically, you must discontinue your use of PageTurnPro

5. Registration.
1. If you sign up to use PageTurnPro, you agree to provide us with current and true information and you must be legally competent to enter into contracts and authorized to act as an agent of your company.

2. You agree to establish an account in the appropriate stores (example, Apple Store, iTunes) where the Software will reside and provide access to PageTurnPro to use the account.

3. You agree to complete the appropriate App Work Order Form, which will contain data necessary for PageTurnPro to build an App for your use.

4. You agree to the PageTurnPro Terms of Use and the Terms of Use - Application Addendum.

6. Changes to PageTurnPro.
PageTurnPro may offer new features from time and other features may be discontinued or changed at any time and without notice. Upgrades and changes in the software may result in changes in the appearance and functionality of your App.

7. Payment.
Amounts due for development and use of an App shall be paid in U.S. dollars annually. Payment must be made by check or credit card before work with be initiated on an App. There will be no grace period. Similarly, amounts due for renewal of the annual license to use an App must be paid in advance of the renewal date. Regardless of the method of payment, this service agreement is non-cancellable. Fees for services will be fully earned and non-refundable when services are first made available for your use.

8. Pricing.
PageTurnPro may change the price of any of its services without notice; however, you will not be subject to changes in price during a year. Any prices changes for subsequent years will be communicated to you before your renewal.

9. Auto-Renew.
In the absence of specific instructions to discontinue use of the service at the end of a subscription term, the term will auto-renew. Clients have 30 days after the end of a subscription term to cancel the auto-renewal; otherwise the new subscription term is non-cancellable.

10. Archiving.
An archive refers to those publications that have completed a full12 month cycle as an active publication on the PageTurnPro platform. After a publication credit has been active for a full 12 months, we will continue to host the last publication related to the credit, at the same URL. We will continue to host your archived publications, for free, for up 3 years as long as you continue to keep up the same subscription level with us. If you decide to cancel, or lower your yearly subscription plan you can opt to keep archived publications for a fee of $10 per publication per year.

11. Your Responsibilities.
You may use PageTurnPro for lawful purposes only. You may not use PageTurnPro to distribute any material, or otherwise engage in any conduct that:

• violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, pornographic, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; impersonates any person, business or entity, including our employees and agents;
• contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
• encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
• offers, promotes or encourages betting or wagering prohibited by law;
• violates these Terms of Use, guidelines or any policy posted on PageTurnPro, or
• Interferes with the use of PageTurnPro by others.
• You may not use PageTurnPro in a way that could damage or impair our servers or networks. You may not interfere with any other party's use and enjoyment of PageTurnPro. You may not attempt to gain unauthorized access to our services, user accounts, computer systems or networks. We may take any legal and technical remedies to prevent the violation of these Terms of Use.

12. Disclaimer of Warranties.
We provide PageTurnPro "as is", "with all faults" and "as available." We and our suppliers make no express warranties or guarantees about PageTurnPro. To the extent permitted by law, we and our suppliers disclaim implied warranties that PageTurnPro and all services distributed through PageTurnPro are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need or non-infringing. We do not guarantee that PageTurnPro will meet your requirements, is error-free, reliable, without interruption or available at all times. We do not guarantee that the results that may be obtained from the use of PageTurnPro, including any support services, will be effective, reliable, and accurate or meet your requirements. We do not guarantee that you will be able to access or use PageTurnPro (either directly or through third-party networks) at times or locations of your choosing. No oral or written information or advice given by any of our representatives shall create a warranty. You may have additional consumer rights under your local laws that this contract cannot change.

13. Limitation of Liability.
Your exclusive remedy regarding any service provided by us shall be the replacement of any such service found to be defective. Your sole and exclusive remedy for any other dispute with us Is to discontinue your use of PageTurnPro. In no event shall our liability or the liability of our parent and our suppliers for any and all claims relating to the use of PageTurnPro exceed the total amount of service fees that you paid us during a one-year period for the specific service at Issue.

We, our parent, and our suppliers shall not be liable for any indirect, special, incidental, consequential or exemplary damages arising from your use of, inability to use, or reliance upon PageTurnPro. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if we knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability, and the liability of our parent and suppliers, shall be limited to the extent permitted by law.

14. Indemnification.
Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of PageTurnPro. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

15. Choice of Law and Location for Resolving Disputes.
You agree that the laws of the state of Connecticut govern this contract and any claim or dispute that you may have against us, without regard to Connecticut’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Connecticut and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

Please Note That by Agreeing to These Terms of Use, You Are: (1) Waiving Claims That You Might Otherwise Have Against Us Based on the Laws of Other Jurisdictions, Including Your Own; (2) Irrevocably Consenting to the Exclusive Jurisdiction of, and Venue in, State or Federal Courts in Connecticut over Any Disputes or Claims You Have With Us; and (3) Submitting Yourself to the Personal Jurisdiction of Courts Located in the state of Connecticut for the Purpose of Resolving Any Such Disputes or Claims.

16. Severability and Integration.
This contract and any supplemental terms, policies, rules and guidelines posted on PageTurnPro constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

17. Revisions to this Agreement
PageTurnPro may modify this agreement at any time. The up-to-date agreement will be available on the PageTurnPro.com Web site. Your continued use of the service after changes have been made constitutes your acceptance of the revised agreement.

18. Termination.
Your right to use PageTurnPro automatically terminates if you violate these Terms of Use or any rules or guidelines posted in connection with PageTurnPro. We also reserve the right, in our sole discretion, to terminate your access to all or part of PageTurnPro, for any reason, with or without notice.

Updated: March 05, 2014