1. Binding Agreement; Parties. This End-User License Agreement (this “Agreement”) states the complete terms and conditions that apply to your Use (as defined in Section 2) of the digital file to which this Agreement is attached and its literary and/or graphic contents (the “Digital Content Item”). As used in this Agreement, “you” means the individual who has downloaded the Digital Content Item, and “we” or “us” or “OpenBooks” means OpenBooks Limited, the company that operates the website at www.openbooks.com (the “Site”).
2. Grant of License. On condition that you comply with the Usage Conditions in Section 3, we grant you a non-exclusive, worldwide, perpetual license to do the following with (“Use”) the Digital Content Item for personal non-commercial purposes, as many times as you wish (the “License”): (i) access it and download it to and display it on your computer(s), your e-book reader(s), and any other mobile device(s), (ii) print it out, (iii) display and perform it publicly, (iv) distribute copies of it to as many people as you wish for them to Use for personal non-commercial purposes, (v) if you have a user account on the Site (a “User Account”), store a copy of it there on a “Virtual Shelf,” where you will be able to access and download it as many times as you wish, and (vi) if you paid for it, access it and download it again from your Virtual Shelf even if it is no longer available on the Site unless we have to withdraw it because of a copyright infringement or other legal claim. If you violate any of the Usage Conditions in Section 3, the License will automatically terminate as described in Section 6, in which case, you will be liable for copyright infringement from the date of termination if you continue to Use or make any new Use of the Digital Content Item.
3. Usage Conditions
   1. Payment. On the Site, you will see the price that the owner of the Digital Content Item thinks it is worth (the “Recommended Price”). You don’t have to pay the Recommended Price, but unless you believe, reasonably and in good faith, that the Digital Content Item had absolutely no literary, scholarly or entertainment value, you are obligated to pay something.
   2. No Reverse Engineering or Modification. You may not (i) translate, reverse engineer, decompile, or disassemble the Digital Content Item, (ii) convert the Digital Content Item to any other format, form or medium, (iii) add any elements to the Digital Content Item or combine it with other material, (iv) delete any elements from the Digital Content Item, including, without limitation, the Welcome Page, the link to this Agreement, any proprietary notices on the cover of the Digital Content Item, and the payment link, or (v) display or distribute copies of the text or other contents of the Digital Content Item separately from the Digital Content Item. If you violate any of the terms of this subsection (b), the License will automatically terminate and you will be liable for copyright infringement from the date of termination, as described in Section 6.
   3. Personal, Non-Commercial Use. The License gives you certain rights to Use the Digital Content Item for personal, non-commercial purposes. If you sell the Digital Content Item in exchange for payment to you instead of payment to us, or you Use the Digital Content Item in any other way for a commercial purpose, the License will automatically terminate and you will be liable for copyright infringement from the date of termination, as described in Section 6.
   4. Additional Limitations on Display. You may not display the Digital Content Item in a way that reasonably can be anticipated to tarnish or impair the literary or financial value of its contents or defame the author, as we determine in our sole discretion. If you do so, the License will automatically terminate, and you will be liable for copyright infringement from the date of termination, as described in Section 6.
4. Ownership. You acknowledge that the author(s) of the text and/or illustrations contained in the Digital Content Item own(s) all right and title in and to that text and/or those illustrations, we own all right and title in and to all software components of the Digital Content Item, each publisher (or, if applicable, the author) owns the rights to its trademarks that may be reproduced in the Digital Content Item, and you have no rights with respect to any trademark and no rights with respect to the Digital Content Item other than the limited non-exclusive rights that are listed in Section 2 of this Agreement.
5. Applicability of Other Laws. You are solely responsible for informing yourself of the applicable laws of the jurisdiction in which you Use the Digital Content Item and complying with those laws. If your Use of the Digital Content Item would be contrary to the laws of the jurisdiction in which you are located, do not Use it.
6. Termination. Upon termination of the License, (a) since you no longer have a License to Use the Digital Content Item, you will be liable for copyright infringement if you continue to Use or make any new Use of the Digital Content Item after the date of termination, and (b) we may terminate your User Account, if you have one, and prevent you from re-accessing the Digital Content Items that you have stored on your Virtual Shelf.
7. DISCLAIMER OF WARRANTIES. THE DIGITAL CONTENT ITEM IS PROVIDED “AS IS,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHAN-TABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY OPINION, ADVICE, STATEMENT, SERVICE, OFFER, OR OTHER INFORMATION OR CONTENT PRESENTED, EXPRESSED OR MADE IN THE DIGITAL CONTENT ITEM IS THAT OF THE AUTHOR OR OTHER CREATOR OF THE DIGITAL CONTENT ITEM, NOT OPENBOOKS. WE DO NOT ENDORSE AND WE ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT PRESENTED, EXPRESSED OR MADE IN THE DIGITAL CONTENT ITEM. IF THE DIGITAL CONTENT ITEM STATES THAT IT IS IN THE PUBLIC DOMAIN, WE HAVE NOT VERIFIED THE ACCURACY OF THAT STATEMENT AND WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES THAT MAY RESULT FROM YOUR USING THE DIGITAL CONTENT ITEM. IF YOU DO NOT RESIDE IN THE JURISDICTION TO WHICH SUCH PUBLIC DOMAIN STATEMENT APPLIES, IT IS YOUR RESPONSIBILITY TO CHECK THE LAWS OF YOUR COUNTRY OF RESIDENCE BEFORE USING THE DIGITAL CONTENT ITEM FURTHER. WE ALSO DISCLAIM ANY WARRANTY THAT YOU MAY USE THE DIGITAL CONTENT ITEM IN THE JURISDICTION IN WHICH YOU ARE USING OR IN WHICH YOU MAY LATER USE THE DIGITAL CONTENT ITEM.
8. LIMITATION OF LIABILITY. THE DIGITAL CONTENT ITEM IS PROVIDED TO YOU “AS IS” AND YOUR USE OF THE DIGITAL CONTENT ITEM IS AT YOUR SOLE RISK. IN NO EVENT WILL WE OR OUR AFFILIATES, SUBCONTRACTORS, LICENSEES, AND ASSIGNS, AND OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE “OPENBOOKS PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR RELIANCE DAMAGES THAT MAY ARISE FROM OR IN CONNECTION WITH YOUR USE OF THE DIGITAL CONTENT ITEM, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. 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 NO EVENT WILL OUR AND/OR THEIR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING OUR AND/OR THEIR OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT THAT YOU PAID, IF ANY, FOR THE DIGITAL CONTENT ITEM.
9. RELEASE. IN CONSIDERATION OF YOUR BEING PERMITTED TO USE THE DIGITAL CONTENT ITEM, YOU HEREBY RELEASE US, AND THE OTHER OPENBOOKS PARTIES FROM ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE DIGITAL CONTENT ITEM. IN CONNECTION WITH THE FOREGOING RELEASE, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
10. Indemnity. To the fullest extent permitted by applicable law, you will defend and/or indemnify, and hold harmless us and the other OpenBooks Parties from and against any loss, liability, damage, (including reasonable attorneys' fees) arising from or relating to any claim or action arising out of an actual or alleged breach of your representations, warranties or obligations set forth in this Agreement (each, a “Claim”). Any OpenBooks Party will be entitled to participate in the defense and settlement of the Claim with counsel of its own choosing, and you may not in any event settle any Claim without the prior written consent of such OpenBooks Party. We reserve the right to assume, or have any OpenBooks Party assume, the exclusive defense and control of any Claim subject to indemnification by you, and you will cooperate as we or such OpenBooks Party may require in the defense of any Claim.
11. Governing Law. This Agreement and your Use of the Digital Content Item will be governed by applicable United States federal law and the laws of the State of New York without giving effect to any conflict of laws principles. Notwithstanding the provision in the preceding sentence with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement will be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
12. Disputes. Any dispute or claim relating in any way to this Agreement will be resolved by binding arbitration, rather than in court, conducted by JAMS (www.jamsadr.com) in New York County, New York, U.S.A. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial. You or we may bring suit in court on an individual basis only, and not in a class, consolidated or representative action, to apply for injunctive remedies. You may bring any such suit for injunctive remedies only in the courts located in New York County, New York, U.S.A. YOU HEREBY EXPRESSLY AND IRREVOCABLY CONSENT TO AND WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS WITH RESPECT TO AJURISDICTION AND VENUE IN THE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR ALL MATTERS ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SERVICE.
13. Limitation on Actions. You may not bring any action arising out of this Agreement more than two years after your first download of the Digital Content Item.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
15. Waiver. Any failure of either party to enforce at any time, or for any period of time, any provision of this Agreement, shall not constitute a waiver of such provision or in any way affect the validity of this Agreement.
16. Assignment. If we assign the business of the Site and/or OpenBooks to another entity, we may assign our rights and obligations under this Agreement to the new entity without notice to you.
17. Survival. Sections 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 will survive the termination of this Agreement.