Publins Digital Publishing Solutions Subscription Services Agreement – Terms and Conditions
Last Modified: May 8, 2018
Welcome to Publins! The following Terms of Service for Publins Digital Publishing Solutions ("Agreement") made available by Publins from the website or via a third party ("Software"), and any application programming interface ("API") or other technology or services made available by Publins via the website or Software (collectively, the " Publins Service") is a legal contract between you, the legal entity or individual of at least 18 years of age (Customer or Publisher). The publisher or customer (“Publisher or Customer”) and the reader (“Reader”) A publisher or customer is a legal entity or individual of at least 18 years of age that publishes contents via Publins; a Reader is any one person that reads the contents on Publins.
Publins reserves the right, at its discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website.
Publins may also change or discontinue the Publins Service in whole or in part at any time, in its sole discretion. Such changes may include, but not be limited to, changes to the amount of storage space you have on the Publins Service at any time.
This Agreement provides Customer access to an online subscription service consisting of web-based applications and a platform provided by Publins at www.Publins.com to upload, produce, host and deliver digital publications within the Publins server environment under the terms below (Service which for the avoidance of doubt includes the technology provided by Publins as part of the Services). This Agreement contemplates one or more orders for the Services executed by the parties (Orders), which Orders are governed by the terms of this Agreement. Customer can create digital publications by using the animated publication technology provided as part of the Services.
Publins will make the Services available to Customer under the terms of this Agreement and the relevant Order, during the Term of that Order. All content (text, images, layouts etc.) published on this site remains the sole intellectual property of Publins. Publins does not assume liability for the contents of external links. The operators of the linked pages are solely responsible of their own content. The website contents provided by Publins - with the exception of metarielas published by the Publisher (catalogs) - remain the sole intellectual property of Publins.
3. Conditions of Use
Publins Responsibilities. Publins must provide basic support for the Services at no additional charge, use commercially reasonable efforts to make the Services available 7 days a week, except for scheduled outages (which will be communicated in advance, if practicable), OR unavailability caused by force majeure.
Customer Responsibilities. Customer is solely responsible for Customer Content and the means by which it acquires the Customer Content, must use commercially reasonable efforts to prevent unauthorized access to the Services, and notify Publins promptly of any such unauthorized access, and must use the Services only in accordance with applicable government law and rules. You may browse the Publins.com website without creating an account, subject to these Terms. In order to use the full features of the Publins Service, you must register for an account or log into the Publins Service. When you use the Publins Service to upload, download, or any products, services, or information from Publins, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Publins on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you must immediately notify Publins. You are solely liable for the losses incurred by Publins or others due to any unauthorized use of your Publins Service account.
Publins at its sole discretion may investigate any suspicion of misuse of the site or services or material breach of these Terms of Service; may take appropriate measures; and if there are reasonable grounds for suspicion, may suspend the Publisher’s / Reader’s account access. In case of serious breach Publins terminate the Publisher/ Reader agreement without of termination. The Publisher/Reader shall compensate Publins for any damage resulting from his/her breach of duty. The extent of the Publisher/ Reader’s liability shall be limited to the Publisher’s / Reader’s responsibility in accordance with these provisions.
Publins may reject, refuse to publish, or remove from the Publins Service any Promotion or Promoted Document at any time for any reason, including failure to comply with these Terms or if, in Publins’s sole discretion, Publins determines that the business model, business practice, or service promoted by the Promotion or the Promoted Document is inappropriate or contrary to the letter or spirit of these Terms. Such prohibited business practices include chain letters, fraudulent or bad-faith "get-rich-quick" or "work from home" schemes, fraudulent or bad-faith web-based colleges or universities, fraudulent or misleading subscription services, pharmaceutical products, pyramid schemes, and sites that install malware, spyware or other software on users’ computers without their permission.
4. Fees and Payment terms
a. Paid Services. Some portions of the Publins Service may have fees associated with them (each, a "Paid Service"). You will have the opportunity to review and accept the fees that you will be charged before using a Paid Service. Publins may change fees for any portion of the Publins Service at any time. Unless otherwise stated, all fees are quoted in TL Turkish Liras and U.S. Dollars.
b. Free Trial. Publins may make available a 30-day trial for a Paid Service without charge to you ("Free Trial"). You may be required to enter a Payment Method (defined below) in order to register for a Free Trial. The applicable Paid Service will automatically commence, and your Payment Method will be charged in accordance at the end of the Free Trial unless you log into your Publins account and cancel the Paid Service before the end of the Free Trial. Publins reserves the right to change free trial period at any time.
c. Payment Information. Customer must pay all fees in conformity with the specifications in the Order relevant to the applicable Service. Unless specified otherwise in the applicable Order, fees are due within 30 days of receipt of an invoice, plus applicable transaction based taxes. Customer and Publins shall work together in good faith to resolve any disputed invoices within fourteen (14) days of Customer’s notice to Publins of the dispute.
d. Payment Method. Customer is solely responsible for paying all fees and applicable taxes associated with Publins account in a timely manner with a valid payment method. By electing to purchase or otherwise use a Paid Service, you authorize Publins or its third party payment processors to charge the credit card or other payment method identified by you ("Payment Method"), which you represent and warrant that you are authorized to use, all applicable fees for that Paid Service, including all applicable taxes. Subscriptions. For purchases of subscriptions to Paid Services: Your "Subscription Billing Date" is the date when you purchase your first subscription to a Paid Service. For example, if you purchase your first subscription to a Paid Service on May 10th: (1) your Subscription Billing Date for your first monthly subscription and all other monthly subscriptions you purchase is the 10th of each month, (2) your Subscription Billing Date for your first annual subscription is May 10th of each year, and (3) your Subscription Billing Date for all subsequent purchases of annual subscriptions will be the next soonest 10th monthly calendar day after your date of purchase. Your Payment Method will be charged automatically on the Subscription Billing Date all applicable fees for the next month or year, as applicable. For any subscription to a Paid Service that you purchase after your Subscription Billing Date is established, your Payment Method will first be charged a pro-rata amount of the subscription fee for the number of days between the purchase date and the applicable Subscription Billing Date. Your Payment Method will then be charged the full periodic subscription fee for the next month or year, as applicable, on each Subscription Billing Date thereafter (or on the last day of the calendar month, if the last day of the calendar month occurs before the Subscription Billing Date for that month). Termination of Subscriptions. For any subscription to a Paid Service, that subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next period’s (i.e., month’s or year’s) subscription fees to your Payment Method. We will bill the periodic subscription fee to the Payment Method you provide to us during registration (or to a different Payment Method if you change your account information).
e. Third Parties and Fee Collection. You acknowledge and agree that any credit card and related billing and payment information that you provide to Publins may be shared by Publins with companies who work on Publins’s behalf, such as payment processors or credit agencies, solely for the purpose of checking credit, effecting payment to Publins and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. Check with your bank and credit card issuers for details. If your Payment Method for any Paid Service fails or your account is past due, (i) you agree to pay all amounts due on your Publins account upon demand, (ii) Publins may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (iii) Publins reserves the right to either suspend or terminate your access to one or more Publins Services or your account with Publins. Upon any such termination, you will remain obligated to pay all outstanding fees and charges relating to your account and your use of the Publins Service before termination.
f. Refunds. Any fees charged to your account are non-refundable except as expressly stated in these Terms. You agree to submit any dispute regarding any charge to your account in writing to Publins within thirty (30) days of the charge, otherwise that dispute will be waived and the charge will be final and not subject to challenge. Refunds (if any) made pursuant to a dispute, are at the discretion of Publins.
Term. Each Order will specify the initial term (Term). Renewal Term. The Term automatically renews for a period as specified in the relevant Order, unless either party gives the other prior written notice of cancellation for the notice term as specified in the relevant Order.
6. Proprietary rights
Reservation of Rights by Publins. The technology provided by Publins as part of the Services is the proprietary property of Publins, and all right, title and interest in the Services, including all associated intellectual property rights, remain only with Publins. No rights are granted unless specifically provided in this Agreement. Customer Restrictions. Customer shall not, i) Copy, reproduce or otherwise create derivative works or adaptations of the Services, ii) reverse engineer the Services, iii) distribute or resell the Services to third parties for a fee, or as part of another service or product; 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 may be used as part of a value-added service Customer provides to its customers, iv) 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 build a competitive product or service, or copy any feature, function or graphics of the Service. Customer Owned and Generated Content. All uploaded, posted and generated content, images and files under Customer’s account remain the sole property of Customer, as between Publins and Customer (Customer Content).
7. Mutual confidentiality
Definition of Confidential Information. Confidential Information means all confidential information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether verbally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information of each party includes the terms of this Agreement and all Orders. 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. 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. 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.
8. Warranty and remedy, Limitation of Liability and Damages
a. Limited Warranty. Publins warrants (i) that commercially reasonable efforts will be made to maintain the online availability of the Services for a minimum of 98% availability in any given month (excluding Publins scheduled outages), (ii) the functionality of the Services will not materially decrease and the customer support will not adversely change.Limited Remedy and Disclaimer. Customer’s exclusive remedy and Publins’ sole obligation for breach of the warranty in a)(i) immediately above will be for Publins to provide a credit (if not applicable to Customer then a refund), for the month in question; provided that Customer notifies Publins of such breach in writing within 30 days of the breach.
b. Publins disclaims all other warranties, including, without limitation, any warranty that services will be uninterrupted, error free or without delay, and the implied warranties of merchantability or satisfactory quality (as the case may be) and fitness for a particular purpose.
c. Exclusion of certain damages. except for liability for death or personal injury, in no event shall either party be liable for any indirect, special, or consequential damages, including, without limitation, lost profits, costs of delay, any failure of delivery, costs of lost or damaged data or documentation.
d. Publins, and its affiliates, partners, licensors and suppliers disclaim all warranties, statutory, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Publins or through the Publins service will create any warranty not expressly stated in these terms. You expressly acknowlege that this disclaimer includes Publins officers, directors, employees, shareholders, agents, licensors and subcontractors. You expressly agree that the use of the Publins service is at your sole risk. The Publins service and any data, information, third-party software, user submissions, linked sites, products, services, or applications made available in conjunction with or through the Publins service are provided on an "as is" and "as available", "with all faults" basis and without warranties or representations of any kind either express or implied. Publins, its suppliers, licensors, affiliates, and partners do not warrant that the data, user submissions, or any other products, services or applications offered on or through the Publins service or any linked sites will be secure, uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. Publins, its suppliers, licensors, affiliates, and partners do not warrant or make any representations regarding the use or the results of the use of the Publins service or any linked sites in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the Publins service or any linked sites at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the download or use of such material or data. The foregoing disclaimers shall apply to the extent permitted by applicable law.
e. Under no circumstances, including negligence, will Publins or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation lost business, lost revenues or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to these terms or that result from your use or your inability to use the Publins service or any linked sites, or any other interactions with Publins or other Publins service users, even if Publins or an Publins authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Publins's liability will be limited to the fullest extent permitted by applicable law. In no event will Publins or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Publins service or your interactions with Publins or other Publins service users (whether in contract, tort including negligence, warranty, or otherwise), exceed the amount paid by you, if any, for accessing the Publins service during the twelve (12) months immediately preceding the date of the claim or one hundred dollars, whichever is greater. These limitations of liability also apply with respect to damages incurred by you by reason of any products or services sold or provided on any linked sites or otherwise by third parties other than Publins and received through or advertised on the Publins service or received through any linked sites.
f. You acknowledge and agree that Publins has offered its products and services, set its prices, and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth in these terms, that the warranty disclaimers and the limitations of liability set forth in these terms reflect a reasonable and fair allocation of risk between you and Publins, and that the warranty disclaimers and the limitations of liability set forth in these terms form an essential basis of the bargain between you and Publins. Publins would not be able to provide the Publins service to you on an economically reasonable basis without these limitations.
9. Mutual indemnity
a. Publins Indemnity. Subject to the limitations of liability set forth herein, Publins 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 misappropriates the intellectual property rights of a third party, and subject to the limitations of liability set forth herein Publins 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 Publins written notice of the Claim; (ii) give Publins sole control of the defense and settlement of the Claim (provided that Publins may not settle any Claim unless the settlement fully releases Customer of all liability); and (iii) provides Publins all reasonable assistance, at Publins’ expense for out of pocket items.
b. Customer Indemnity. Customer must defend Publins against any Claim made against Publins 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 Publins for any damages finally awarded against, and for reasonable attorney’s fees incurred by Publins in connection with any such Claim; provided that Publins 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 Publins of all liability); and (iii) provide Customer all reasonable assistance, at Customer’s expense for out of pocket items.
10. Termination and suspension of service
a. 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.
b. Actions Upon Termination. Upon any termination as provided in a) above by Customer, Publins must refund any prepaid fees covering the remainder of the Term. Upon any termination as provided in a) above by Publins, Customer must pay any unpaid fees covering the remainder of the Term of all Orders.
c. Suspension of Service for Violations of Law or Policy. Publins may immediately suspend the Services and remove Customer’s 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 Publins’ Acceptable Use Policy. Publins may try to contact Customer in advance, but it is not required to do so.
11. Governing law and non-exclusive jurisdiction
With respect to Customers located in all other countries, this Agreement is governed by the Laws of the Turkey, without regard to the choice or conflicts of law provisions of any 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 Turkish court and in force at the time when such proceedings are commenced.
12. Miscellaneous other terms
This Agreement constitutes the entire agreement between Customer and Publins and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer 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 Customer.
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 Publins and do not apply. If there is an inconsistency between this Agreement and an Order, the Order prevails. Any terms that by their nature survive termination or expiration of this Agreement, will survive. Publins may amend any term or provision in this Agreement at any time, subject to thirty (30) days prior notice.
13. Acceptable Use Policy
Publins.com’s Acceptable Use Policy provides guidelines for our customers on the appropriate use of our services, and how we would normally respond in the event that we receive a complaint concerning content on a site that we host, or an email that we have transmitted. The service “Service”provided by the Publins under the subscription services agreement. A system “System”for the hosting of digital publications, websites and other internet services by Publins and any service provided by Publins which makes use of the System.
In general, the service must not be used for the transmission or exchange of illegal material, or any material which may be deemed to be offensive, abusive, defamatory, obscene, menacing or otherwise as prohibited by applicable statutes in force. The Service must not be used for the transmission or exchange of any material that may be in breach of copyright (including Intellectual Property Rights), confidence, privacy or other rights. Customer will comply with applicable data protection laws. Customer will ensure that all content supplied by it for use will be pre-checked for harmful content, including without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information. Customer agrees to indemnify and hold harmless Publins from any claims, losses, liabilities and expenses (including legal fees) resulting from the Customer’s breach of this Acceptable Use Policy.
Publins cannot and does not proactively monitor all content added or amended by the Customer and cannot and does not guarantee that material added in this manner is free from illegal content or other materials that may be considered unacceptable. The Customer undertakes sole responsibility for the content of its Web pages whether within Publins’s domains (Publins.com) or other domains hosted within Publins’s System. The Customer undertakes sole responsibility to ensure that it has permission to use any material added to a site, whether provided to Publins for inclusion on the Customer’s site or added directly by the Customer. The Customer undertakes sole responsibility for any dispute involving Copyright or Intellectual Property Rights associated with any material added to a site, whether provided to Publins for inclusion on the Customer’s site or added directly by The Customer. The Customer shall not use any digital publication, website or web service hosted by Publins to promote and/or distribute any material or content that is illegal under applicable legislation. The Customer should be aware that the Internet is a global communications network and what may be legal in the Turkey may be illegal elsewhere and leave the Customer liable to prosecution in another country.
Publins may undertake investigation of content services if potential abuse is brought to its attention and reserves the right to remove any digital publication or website on System that Publins deems to contravene this Agreement.
Publins reserves the right to investigate suspected or potential abuse of its Acceptable Use Policy. If Publins becomes aware of possible abuse, Publins will begin an investigation that may include gathering information from all potential parties and materials on its servers. Publins reserves the right to suspend the Service during such investigations and/or to remove materials from the System.
The Customer understands that Publins may be required by applicable legislation to access, store, copy or otherwise process the Customer’s data stored within or transmitted by the Service. By accepting this Acceptable Use Policy, the Customer expressly agrees that Publins may access and use the Customer’s personal data or other account information in connection with any such investigation and may disclose such data to any law enforcement authority.
Publins reserves the right to terminate the Service, with immediate effect and without further obligation or liability to The Customer if required to do so by any law enforcement authority or by the Courts of the Turkey
If any provision of this Acceptable Use Policy or part thereof shall be void for whatever reason, the offending words shall be deemed deleted and the remaining provisions shall continue in full force and effect. Publins reserves the right to add, delete or modify any provision of this Policy at any time without notice, effective upon posting of the modified Policy. This Policy shall be governed by the laws of the Turkey and the parties submit to the exclusive jurisdiction of the Courts of the Turkey.