Terms and Conditions of Service

THE FOLLOWING TERMS AND CONDITIONS OF SERVICE WILL GOVERN ANY SERVICES PROVIDED TO YOU BY INNODATA INC. (“INNODATA”). BY CLICKING THE “ACCEPT” BUTTON BELOW YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS. IF YOU ARE AGREEING TO THE TERMS AND CONDITIONS ON BEHALF OF A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL AUTHORITY TO BIND THE COMPANY ON WHOSE BEHALF YOU ARE ACCEPTING THE TERMS AND CONDITIONS.

1. Terms and Conditions. The terms and conditions of the services to be provided to you by Innodata (“Services”) include the terms and conditions set forth in this document as well as any additional terms applicable to the specific Services to be provided to you and posted on the Innodata eBook website (“Site”), collectively, the “Terms and Conditions”. Innodata reserves the right to amend the Terms and Conditions at any time, with or without notice to you, and any amendment will apply on a prospective basis only.
2. Orders. Orders for Services (each, an “Order”) will be placed by you through the Site and will be governed by these Terms and Conditions. You will receive a user identification and password when registering on the Site, and you agree to maintain the security of your user identification and password. You are fully responsible for all activities that occur on the Site through the use of your user identification or password. You are responsible for accurately completing the Order and including all required information. All Orders are subject to acceptance by Innodata. By placing an Order on the Site you represent that you are eighteen years of age or older and have the legal capacity to lawfully enter into contracts.
3. Services. The specific Services to be provided to you will be as specified in the Order. You acknowledge that the format of the eBook will not be identical to any printed book due to the nature of eBooks which are displayed on various devices at different resolutions and with various font sizes. By providing the Services to you Innodata does not guarantee that your eBook will be accepted by, or listed for sale on, any eBook sales platform. You are solely responsible for all matters relating to the marketing, advertisement and sale of your eBook, and Innodata has no responsibility to you with respect to these matters. If your Order includes delivery to a third party, Innodata’s sole obligation to you with respect to the delivery services will be to deliver a copy of your eBook to the third party identified in your Order. You acknowledge and agree that acceptance of your eBook by the third party is at the third party’s sole discretion and that Innodata will have no liability to you, and will not refund the amount you paid Innodata for the Services, if your eBook is not accepted by such third party.
4. Prices. The prices for the Services are those quoted to you at the time you place your Order on the Site and are based on the information provided by you and any sample materials provided by you. If after we receive your complete materials there is a differential between the sample and/or information previously provided by you and the actual materials provided by you, we reserve the to revise the price for the Services upon written notice to you. Any price quoted to you will remain valid for a period of 30 days and thereafter may be changed by Innodata at any time.
5. Taxes. You are responsible for, and the prices are exclusive of, all taxes, duties, levies and similar charges applicable to the Services received by you.
6. Invoicing and Payment. Innodata will send you an electronic invoice for the Services upon receipt of your Order. Invoices are payable by you upon your receipt of the invoice. You will also have the option to pay via the Site using PayPal. Payment instructions will be included on the invoice. Services will not be commenced by Innodata until payment has been received. All charges listed on an invoice will be considered accepted by you unless you dispute the charge in writing within three business days of your receipt of the invoice.
7. Trademarks. All logos or service names used in the Services or on the Site that identify Innodata are the proprietary marks of Innodata, and any brands, logos, products or services names that are used in the Services or on the Site that identify third parties and their products and services are the proprietary marks of such third parties. These Terms and Conditions and the Services do not grant you any rights to use any Innodata or third party proprietary marks.
8. Ownership of Work Product. Subject to the limitation in the second sentence of this paragraph, upon receipt of full payment from you, Innodata will assign and transfer to you all right, title and interest that Innodata may have or may acquire in and to any eBook created by Innodata for you (“Deliverable”). Innodata reserves and will own all right, title and interest (including, without limitation, any and all intellectual property rights) in and to (i) any computer programs, software, processes, procedures, systems, technologies, platforms, techniques, ideas, designs, know-how, data, information, reports, documents, and other items expressed, conceived, developed, created, reduced to practice or acquired by Innodata prior to the provision of Services to you, or during the term of the provision of Services to you but outside the scope of the Services to you (the “Innodata Materials”); and (ii) any improvements, discoveries or inventions relating to the Innodata Materials whether or not patentable or copyrightable and whether or not reduced to practice, that are created, conceived, developed, discovered, invented or made by or for Innodata, at any time.
9. Submissions of Materials. You are responsible for all materials that you submit to Innodata for use in the provision of Services, or direct Innodata to use (the “Materials”), and Innodata has no obligation to edit the Materials. You agree that you will not provide any Materials to Innodata for which you do not have all the rights, clearances, permissions and licenses required by applicable law. You also agree that you will not submit any Materials to Innodata that are inappropriate, libelous or obscene, that violate any law, regulation or policy, or that contain any viruses or harmful technologies. Materials include, but are not limited to, content, specifications, designs and software. By submitting the Materials to Innodata, or directing their use, you represent and warrant that you are either the sole owner of the Materials or have all the rights, clearances, permissions and licenses required by applicable law to provide the Materials to Innodata for use in the Services and/or incorporation in any Deliverable. Innodata may, in its sole and absolute discretion, elect not to process Materials received from you, and in such event will promptly refund to you any invoiced amounts paid by you with respect to such Materials.
10. Privacy Notice. You acknowledge that you have read Innodata’s Privacy Notice located on the Site, which notice is incorporated in these Terms and Conditions by reference. Innodata reserves the right to amend the Privacy Notice at any time, with or without notice to you.
11. Indemnification. You agree to indemnify, defend and hold harmless Innodata, its affiliated companies and its and their officers, directors, employees, agents and representatives (the “Indemnified Parties”) from and against any and all third party suits, proceedings at law or in equity, claims, liabilities, costs, payments and expenses (including reasonable attorney fees), (collectively “Claims”) asserted against or incurred by the Indemnified Parties, arising out of, or in connection with, any Claims relating to the Materials.
12. Disclaimer of Warranties. INNODATA MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, DELIVERABLES AND THE SITE.
13. Limitations of Liability. INNODATA’S LIABILITY TO YOU FOR FAILURE TO MEET THE WRITTEN PERFORMANCE STANDARDS APPLICABLE TO THE SERVICES AS POSTED ON THE SITE WILL BE LIMITED TO RE-PERFORMING THE SERVICES NOT IN CONFORMANCE WITH THE APPLICABLE PERFORMANCE STANDARDS, AT NO ADDITIONAL CHARGE TO YOU. INNODATA’S AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FROM ANY OTHER CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO THE SERVICES, THE DELIVERABLES OR THE SITE WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO INNODATA FOR SUCH SERVICE OR DELIVERABLE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE. IN NO EVENT WILL INNODATA BE LIABLE FOR INCIDENTAL DAMAGES, INDIRECT DAMAGES OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, BUSINESS, OR USE, EVEN IF INNODATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Force Majeure. Innodata will not be liable for any default or delay in the performance of its obligations if and to the extent such default or delay is caused, directly or indirectly, by reason of fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions or revolutions in any country, strikes, lockouts or labor difficulties, any failure in electrical or air conditioning equipment, disruptions of telecommunication systems, unavailability of parts, or any other similar cause beyond the reasonable control of Innodata.
15. Notices. All notices to Innodata must be sent to: Innodata Isogen, Inc., Attention: Office of the General Counsel, 3 University Plaza, Hackensack, New Jersey 07601. Notices to you will be sent to the address listed on the applicable Order.
16. Modifications. No alteration or modification to these Terms and Conditions will be binding on Innodata unless in writing and signed by an authorized representative of Innodata.
17. Waiver. No waiver by Innodata of any default will be deemed as a waiver of prior or subsequent default of the same or other provisions of these Terms and Conditions.
18. Relationship of Parties. Nothing contained in these Terms and Conditions shall be construed as creating a joint venture, partnership, agency, sales representative, or employment relationship between you and Innodata.
19. Governing Law and Jurisdiction. These Terms and Conditions will be governed by and construed under the laws of the State of New Jersey regardless of the laws that might otherwise govern under applicable choice-of-law principles. If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable, the remaining provisions will continue unimpaired. By agreeing to these Terms and Conditions you consent to the jurisdiction of the courts of the State of New Jersey with respect to any legal proceedings that may result from a dispute as to the interpretation or breach of any of these Terms and Conditions. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
20. Entire Agreement. These Terms and Conditions represent the entire agreement between Innodata and you regarding the subject matter discussed herein, and supersede all prior and contemporaneous agreements, oral and written, and negotiations and communications relating to the subject matter. Headings are for reference only and will not affect the meanings of any of these Terms and Conditions.

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