Last Updated: December 12, 2009

1. Background.

Flyp Technologies (Mygazines) 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.
Mygazines 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 Mygazines Service.

Upon agreeing to the Terms of Use and paying for services from Mygazines, 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 Mygazines. 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.

Please refer to Mygazines's privacy policy, available at (the "Privacy Policy") for information on how Mygazines collects, uses and discloses personally identifiable information from its users. By using the Site you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

4. Electronic Notification.

You authorize us to provide you with required notices, agreements and information concerning Mygazines 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 Mygazines 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 Mygazines.

5. Registration.

If you sign up to use Mygazines, 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 Mygazines.

Mygazines 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 Mygazines, 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, Mygazines must have the credit card number 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.

Mygazines 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 Mygazines.

9. Auto-Renew.

For any continual service such as the Subscription Management Module, 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 60 days after the end of a subscription term to cancel the auto-renewal; otherwise the new subscription term is non-cancellable.

10. Your Responsibilities.

You may use Mygazines and its technology for lawful purposes only. You may not use Mygazines 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, invasive of another's privacy or tortious;
• 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 Mygazines, or
• Interferes with the use of Mygazines by others.
• damages or impair our servers or networks. You may not interfere with any other party's use and enjoyment of Mygazines. 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.

Zero-Tolerance for SPAM

Mygazines has zero tolerance for SPAM. If you are a user of our Subscription Management Module, please ensure your e-delivery campaign emails do not breach our Anti-Spam Policy

11. Disclaimer of Warranties.

We provide Mygazines "as is", "with all faults" and "as available". We and our suppliers make no express warranties or guarantees about Mygazines. To the extent permitted by law, we and our suppliers disclaim implied warranties that Mygazines and all services distributed through Mygazines are merchantable, of satisfactory quality, accurate, timely, fit for a particular purpose or need or non-infringing. We do not guarantee that Mygazines 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 Mygazines, 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 Mygazines (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.

12. 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 Mygazines. 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 Mygazines exceed the total amount of service fees that you paid us during a one-year period for the specific service at Issue.

We 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 Mygazines. 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 suppliers, shall be limited to the extent permitted by law.

13. Indemnification.

Upon a request by us, you agree to defend, indemnify, and hold harmless us 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 Mygazines. 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.

14. Choice of Law and Location for Resolving Disputes.

You agree that the laws of the Province of Ontario, Canada govern this contract and any claim or dispute that you may have against us, without regard to Ontario’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 Province of Ontario 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, Provice of Ontario over Any Disputes or Claims You Have With Us; and (3) Submitting Yourself to the Personal Jurisdiction of Courts Located in the Province of Ontario for the Purpose of Resolving Any Such Disputes or Claims.

15. Severability and Integration.

This contract and any supplemental terms, policies, rules and guidelines posted on Mygazines 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.

16. Revisions to this Agreement

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

17. Termination.

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

Mygazines's Policy

Mygazines has a no tolerance spam policy. Mygazines's customer support actively monitors large import lists and emails going to a large number of contacts. Any customer found to be using Mygazines for spam will be immediately cut-off from use of the product. If you know of or suspect any violators, please notify us immediately at abuse@mygazines.com.

Every email contains a mandatory unsubscribe link - those individuals who try to remove this link will be warned that they are doing so. If the link is removed or de-activated in any way, Mygazines will terminate the customer's account.

What is Spam?

Spam is unsolicited email also known as UCE (Unsolicited Commercial Email). By sending email to only to those who have requested to receive it, you are following accepted permission-based email guidelines.

What constitutes a Preexisting business relationship?

The recipient of your email has made a purchase, requested information, responded to a questionnaire or a survey, or had offline contact with you.

What constitutes consent?

The recipient of your email has been clearly and fully notified of the collection and use of his email address and has consented prior to such collection and use. This is often called informed consent.

Isn't there a law against sending Spam?

The federal anti-spam law went into effect on January 1st, 2004 and preempts all state laws. While this new law will not stop spam, it does make most spam illegal and ultimately less attractive to spammers. The law is specific about requirements to send commercial email and empowers the federal government to enforce the law. The penalties can include a fine and/or imprisonment for up to 5 years.

How Mygazines protects you from sending spam

Mygazines' Subscription Management E-Delivery Tool is a permission-based email-marketing tool that follows the strictest permission-based philosophies:

• Communication - Your Mygazines registration page already states why you are collecting the site visitor's email address, how you plan to use their address, and that you are following the embedded privacy policy. Additionally, by accepting our license agreement you have agreed to use only permission-based lists and never to sell or rent your lists.

• Verification - Mygazines automatically sends all of your new contacts an email confirming their interest in receiving emails from you.

• Unsubscribe - Every email generated from Mygazines contains an unsubscribe link which allows your contacts to opt-out of future emails and automatically updates your contact lists to avoid the chance of sending unwanted emails to visitors who have unsubscribed.

• Identification - Your email header information is correct because it is pre-set for you by Mygazines. Your email's "From" address is verified and already accurately identifies you as the sender.

How to protect yourself from Spam: Take the Spam Test

1. Are you importing a purchased list of ANY kind?
2. Are you sending to non-specific addresses such as:
   • sales@domain.com, business@domain.com, webmaster@domain.com, info@domain.com, or other general addresses.
3. Are you sending to distribution lists or mailing lists which send indirectly to a variety of email addresses?
4. Are you mailing to anyone who has not explicitly agreed to join your mailing list?
5. Have you falsified your originating address or transmission path information?
6. Have you used a third party email address or domain name without their permission?
7. Does your email's subject line contain false or misleading information?
8. Does your email fail to provide a working link to unsubscribe?
9. Are you failing to process any unsubscribe requests that come to you via a reply to your email within 10 days or the request?

If you have answered YES to ANY of the above questions you will likely be labeled a SPAMMER. For more information visit The Coalition Against Unsolicited Email (www.cauce.org) or contact Mygazines Customer Support (abuse@mygazines.com)