Eligibility and Assent to Terms

Thank you for your interest in creating an Issuu’s Parent Account (as defined below)! The following Parent Account Terms of Service (the “Parent Terms”) is a legal contract between and Issuu regarding your use of features of the Issuu Service that enable you, an active and registered Issuu user in good standing, to create, import, manage, and/or resell accounts on the Issuu Service (“Child Accounts”) through the Account Center system made available to you through your existing account (the “Parent Account”).

BY CONVEYING OR PROVIDING ACCESS TO ANY CHILD ACCOUNT ON THE ISSUU SERVICE TO A THIRD PARTY (“CHILD ACCOUNT HOLDER”), YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED AGENT OF THE CHILD ACCOUNT HOLDER WITH THE AUTHORITY TO ENTER INTO CONTRACTS AND BIND THE CHILD ACCOUNT HOLDER TO THESE TERMS, AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ISSUU AND ITS OFFICERS, DIRECTORS, SUPPLIERS AND AFFILIATES FROM ANY AND ALL LOSSES, HARMS OR OTHER DAMAGES ARISING IN CONNECTION WITH ANY CHILD ACCOUNT YOU CREATE, IMPORT, USE, MANAGE, CONVEY OR TO WHICH YOU PROVIDE ACCESS. YOU HEREBY AGREE TO THE ISSUU TERMS OF SERVICE AND ISSUU PRO AND ENTERPRISE TERMS OF SERVICE, AS APPLICABLE, ON BEHALF OF SUCH CHILD ACCOUNT HOLDER.

BY CLICKING THE “I AGREE” BUTTON, REGISTERING FOR A PARENT ACCOUNT, DOWNLOADING, INSTALLING, OR OTHERWISE CREATING, MANAGING, OR USING ANY CHILD ACCOUNT, OR IMPORTING ANY CHILD ACCOUNT INTO THE ACCOUNT CENTER, YOU ASSENT TO AND AGREE TO BE BOUND BY THESE PARENT TERMS AND THE APPLICABLE STANDARD TERMS (DEFINED BELOW), AND REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, ARE A CURRENT REGISTERED ISSUU USER IN GOOD STANDING, AND HAVE NOT BEEN PREVIOUSLY HAD YOUR RIGHT TO USE ANY ISSUU SERVICE SUSPENDED OR TERMINATED.

Incorporation by Reference

In addition to these Parent Terms, your use of the Parent Account on the Issuu Service to create or import Child Accounts on the Issuu Service and make available Issuu products and services to Child Account Holders is subject to these Parent Terms as well as the Issuu Terms of Use and/or Issuu Pro and Enterprise Terms of Use, as applicable (collectively, the “Standard Terms”) (including, but not limited to provisions regarding PAYMENT, MODIFICATION, USER SUBMISSIONS, INDEMNIFICATION, LIMITATIONS OF LIABILITY AND DAMAGES, and DISCLAIMERS OF WARRANTIES), and the Standard Terms are hereby incorporated herein by reference. Capitalized terms used but not defined herein have the meaning given to them in the Standard Terms. For the avoidance of doubt, any User Submissions that you or any user accessing a Child Account have licensed to Issuu or otherwise uploaded to, or displayed on the Issuu Service prior to your agreeing to these Parent Terms, will remain subject to the Standard Terms under which the submission was provided.

Modification

At its sole discretion, Issuu reserves the right to change, modify, add, or remove portions of these Parent Terms at any time on a going forward basis. Please check the Terms periodically for changes. Your continued use of the Issuu Service after changes to these Terms become effective constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective upon the earlier of (a) thirty (30) days after they are initially posted on the Issuu Service or (b) your continued use of the Issuu Service to create, import, and manage Child Accounts with actual knowledge of the changes.

Subject to these terms, Issuu hereby authorizes you to create, activate, import, and manage Child Accounts through your Parent Account on behalf of third parties that are not already Issuu Users (the “Parent Account Services”). You may not solicit or engage any existing Issuu User to become a Child Account Holder, or open an Issuu Account on behalf of any existing Issuu User, except and solely to the extent that you are consolidating under a single Parent Account multiple individual Issuu User accounts which you already own, control, or manage on behalf of a third party. You must have a written (an electronic writing such as an email is acceptable) agreement in place with each Child Account Holder that is consistent with this Agreement and the Standard Terms, and which (a) waives (to the greatest extent permissible under applicable law) all potential warranties and liability of Issuu, (b) expressly preserves and acknowledges Issuu’s ownership of the Issuu Service, (c) authorizes you to act as the Child Account Holder’s agent, enabling you to enter the agreements and grant the rights and licenses required by the Standard Terms on the Child Account Holder’s behalf, and (d) requires the Child Account Holder to notify you, and provide you a copy of, any notification or communication alleging that any User Submissions made by or on behalf of such Child Account Holder infringes the rights (including but not limited to intellectual property rights) of any third party.

You further agree and acknowledge that you and the holder of each Child Account related to your Parent Account, each agree to be directly bound by the Issuu Terms of Use or Issuu Pro and Enterprise Terms of Use, as applicable (collectively, the “Child Account Terms”) (including, but not limited to provisions regarding PAYMENT, MODIFICATION, USER SUBMISSIONS, INDEMNIFICATION, LIMITATIONS OF LIABILITY AND DAMAGES, and DISCLAIMERS OF WARRANTIES). You agree that you and the Child Account Holder are both directly responsible to Issuu for all activity through such Child Accounts, including the payment of all fees and charges incurred in connection with any Child Account, and that you and the Child Account Holder are jointly and severally liable for any and all liability arising in connection therewith.

In connection with registration and management of a Child Account, you must maintain accurate and up to date contact information for the Child Account Holder. You are responsible for keeping any passwords or other access credentials you create or are issued confidential, and you may only provide Child Account access credentials to the applicable Child Account Holder and Issuu. In any event, you and the Child Account Holders are responsible for all use of Child Accounts. You are solely responsible for your own costs incurred in marketing, promoting, operating, and supporting Child Accounts.

Support

Issuu will provide you with access to online support ticket management services to assist you in addressing support needs that arise in connection with the operation of your Parent Account and Child Accounts. You are solely responsible for providing any applicable end user support to Child Account Holders, and Issuu is not required to provide any support services directly to any Child Account Holder.

Fees and Payment

Use of certain features of the Issuu Service require the payment of a fee. You are solely responsible for payment of all fees and charges incurred in connection with use of your Parent Account and any Child Account, for choosing the rates you charge to Child Account Holders, and for any billing and payment process, procedures, and liabilities with respect to Child Account Holders. Your sole compensation for reselling Child Accounts shall be the difference between the price charged to you by Issuu and the price you charge to Child Account Holders. Issuu is not obligated to grant any refunds of any kind to you or any Child Account Holder.

User Submissions and Takedown Notices.

You agree and understand that User Submissions made through Child Accounts related to your Parent Account, whether made by you directly or by a Child Account Holder, are subject to the Standard Terms, including all rights, licenses and disclaimers related thereto. You represent and warrant that you have the right to grant the licenses to User Submissions provided for in the Standard Terms, including User Submissions made available through Child Accounts associated with your Parent Account. You further agree and understand that, as provided in the Standard Terms, Issuu has no obligation to make any User Submission available through the Issuu Service, and may remove any User Submission from the Issuu Service for any reason at any time, including but not limited to in connection with any reported infringement of third party intellectual property rights.

In the event that you receive or become aware of any notification from any third party that any User Submission infringes a third party’s rights, YOU ARE REQUIRED TO IMMEDIATELY NOTIFY ISSUU AND PROVIDE A COPY OF ANY WRITTEN NOTICE THAT YOU RECEIVE. Such notifications should be forwarded directly to copyright@issuu.com. You agree to expeditiously remove or disable access to any User Submission for which you receive such a notification, and you agree and acknowledge that Issuu may, if you have not already done so, disable access to such User Submissions. Further, if you become aware of information leading you to believe that any User Submission uploaded through a Child Account associated with your Parent Account infringes or otherwise violates the rights of others, you must immediately (1) disable access to any such content and (2) make Issuu aware of that content. You agree and acknowledge that Issuu may, if you have not already done so, disable access to such User Submissions.

Note that Issuu does not tolerate infringing activity on the Issuu Service, and terminates accounts of users it determines to be repeat infringers. Accordingly, Issuu reserves the right to terminate any individual Parent Account or Child Account, or to terminate a Parent Account and all associated Child Accounts, in the event Issuu determines that such accounts are being used individually or in the aggregate, by repeat infringers.

Termination.

Issuu may terminate your Parent Account, and any Child Accounts related thereto, at any time for any reason, in its sole discretion, with or without notice to you. You may terminate your Parent Account by closing your Parent Account through the Issuu Account Center. Upon a termination of your Parent Account (a) you must immediately cease providing Parent Account Services, and (b) Issuu may allow for Child Accounts to survive, in which case they will revert to limited use, free accounts, and paid services will need to be re-added directly by the applicable Child Account Holder. The following sections survive termination: Fees and Payment, Representations, Warranties, and Indemnities., and Miscellaneous..

Representations, Warranties, and Indemnities.

In addition to all of your representations, warranties, and covenants made under the Standard Terms, you hereby further represent, warrant, and covenant to Issuu that (a) you will comply with all applicable local, state, federal, and foreign laws, treaties, regulations and conventions, including without limitation those related to false and misleading advertising, and sending of unsolicited email in connection with performing Parent Account Services; and (b) you agree that you may not and will not make any representation or warranty to any third party on behalf of Issuu.

You agree to indemnify Issuu, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your performance of Parent Account Services, any breach or alleged breach of your representations, warranties, covenants or other obligations under these Parent Terms. Issuu reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Issuu, and you agree to cooperate with Issuu's defense of these claims. Upon notice of any impending claim, action or proceeding, Issuu will use reasonable efforts to notify of any indemnification obligation.

Miscellaneous.

Issuu may provide you with notices, including those regarding changes to the Parent Terms, by email, regular mail or postings on the Issuu Service. Notice will be deemed given twenty-four hours after email is sent, unless Issuu is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Issuu Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Issuu Service is deemed given 30 days following the initial posting. The failure of Issuu to exercise or enforce any right or provision of these Parent Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Parent Terms will be effective only if in writing and signed by Issuu. These Parent Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. For Users residing outside the United States of America and using the Issuu Service in another territory, any dispute or claim arising out of or in connection with these Parent Terms or your use of the Issuu Services shall be finally settled by binding arbitration in San Francisco, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrator(s) appointed in accordance with said rules; judgment on the award rendered by these arbitrators may be entered in any court having jurisdiction thereof. The parties agree that this arbitration is the exclusive remedy for any disputes. For Users residing inside the United States of America and using the Issuu Service in the United States, you agree that any action at law or in equity arising out of or relating to these Parent Terms or Issuu as an entity will be filed only in the state or federal courts in and for Santa Clara County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action. If any provision of these Parent Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Parent Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Issuu without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof. This is the entire agreement between you and Issuu relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by Issuu as set forth above.

YOU AND ISSUU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PARENT ACCOUNT SERVICES OR ANY CHILD ACCOUNT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.