PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“Agreement”) CAREFULLY. This Agreement has been prepared as a legally binding agreement between you (“you” or “you”) and Betafish, LLC (“Betafish”, “us”, “our”, or “we”) (You and Betafish collectively referred to as the “Parties”).
Betafish makes its websites that link to this Agreement and related services enabled by such websites, including editorial services (collectively, the “Service”) available for your use subject to the terms and conditions in this Agreement. Unless otherwise stated, the terms and conditions in this Agreement apply to your use of the Service and Betafish Technology (defined below) regardless of whether you use the Service: (1) as an author (“Author”) to submit a manuscript or other written material (“Book”) for review; or (2) as a person who agrees to read a Book that has been submitted by an Author (a “Reader”) and provides Authors with comments, suggestions, improvements, or derivative works based on their Books ( “Editorial Content”).
BY ACCESSING OR USING THE SERVICE IN ANY WAY, YOU AGREE TO AND ARE BOUND BY THIS AGREEMENT, AND IF YOU DO NOT ACCEPT ANY OF THE TERMS OF THIS AGREEMENT OR YOU DO NOT MEET OR COMPLY WITH ITS PROVISIONS, YOU MAY NOT USE THE SERVICE AND ANY RIGHTS GRANTED TO YOU IN THIS AGREEMENT SHALL TERMINATE IMMEDIATELY AND WITHOUT NOTICE.
IMPORTANT NOTICE: YOUR USE OF THE SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. Please carefully review Section 14 of this Agreement for more information.
1. Access and Use of the Service
(a) Betafish’s Rights in and to Betafish Technology The Service, its content (excluding User Content, as defined below), the designs of each of the foregoing, and any and all intellectual property rights in and to the foregoing (collectively, the “Betafish Technology”), as between Betafish and you, shall at all times remain the exclusive property of Betafish and its third-party licensors. You are not acquiring any rights in or to the Betafish Technology other than a non-exclusive right to access and use the Service solely in accordance with the terms of this Agreement.
(b) Right to Access and Use the Service On the condition that you comply with all your obligations under this Agreement, Betafish grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use Betafish Technology solely for personal use or, if applicable, for your internal business purposes. Any use of Betafish Technology that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use Betafish Technology. Your access to the Service is provided on a temporary basis with no guarantee for future availability. Without limiting the prior sentence, Betafish may terminate your access to Betafish Technology immediately in the event you violate the terms of this Agreement or at any time as deemed necessary by Betafish in its sole judgment to protect Betafish Technology or other users of the Service.
2. Submitted Content and Suggestions
(a) User Content. The Service includes features that involve your upload or submission of information, including Books, Editorial Content, Service Feedback, and other content (collectively, “User Content”). This Section sets forth the Parties respective rights in and to User Content.
i. Betafish does not claim ownership in the Books that you submit. Except as expressly provided in this Agreement, between you and Betafish, you are the sole owner of all intellectual property rights in and to the Books that you submit.
ii. As an Author submitting a Book to the Service, you hereby grant a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual license to Betafish (A) to use, display, copy, create derivative works of (i.e., revisions), and reproduce the Book, and any related Editorial Content assigned to you pursuant to Section 2(c)(ii), solely to the extent necessary for Betafish to provide the Service; (B) to transfer such rights to any affiliate of Betafish or successors in interest; (C) and to sub-license such rights to Readers solely in connection with performing their review of such Book, subject to their confidentiality obligations in their employment agreement with Betafish.
i. As an Author receiving Editorial Content regarding your Book through the Service, Betafish hereby assigns and transfers to you (at no cost to you) its right, title and interest in and to such Editorial Content, including, without limitation, all intellectual property rights therein (including all rights to sue for past infringement) and all works based upon, derived from, or incorporating such Editorial Content or any part thereof, all of which are and shall be free of any lien or encumbrance. Betafish hereby waives (on behalf of itself, its affiliates and third-party contractors) any moral rights under any “droit moral” or similar provision of law that may be applicable to the Editorial Content.
(d) Your Feedback. We welcome your comments regarding Betafish Technology. If you elect to provide or make available to us any suggestions, comments, ideas, improvements, or other information or materials in connection with or related to Betafish Technology (“Service Feedback”), you hereby grant us a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide, transferable license, with the right to sublicense, under all intellectual property rights in and to such Service Feedback to (i) use, copy, reproduce, distribute, sell, license, lease, create derivative works of, adapt, publicly display, and perform such Service Feedback in any and all media now known or hereafter created, (ii) incorporate all or any of the Service Feedback or results of clause (i) into the Betafish Technology and to make such Betafish Technology available to third parties, and (iii) make, have made, develop, sell, offer to sale, import, lease any Betafish Technology; it being agreed that Betafish and its sublicensees may exercise all such rights and disclose such Service Feedback in any manner and via any media Betafish chooses, without reference to its source and without any other obligation even if such Service Feedback is designated by you as confidential.
(e) Other Content. If you submit to Betafish any User Content, other than Books, Editorial Content, and Service Feedback, you hereby grant Betafish non-exclusive, royalty-free, perpetual, irrevocable, transferable, and sub-licenseable license to use, copy, reproduce, distribute, create derivative works of, adapt, display, and perform such User Content.
3. Your Acknowledgements.
You understand and acknowledge that: (a) Betafish has no obligation to monitor any Author or Reader activity (including User Content submissions) or to enforce any contractual or intellectual property rights; (b) Betafish has no obligation to retrieve User Content from any sub-licensee or other third party; and (c) Betafish has no obligation to exercise any of its rights to the User Content. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT BETAFISH SHALL NOT BE LIABLE IN ANY WAY FOR ANY HARM OF ANY KIND OR UNDER ANY THEORY AS A RESULT OF ANY PERSON’S USE OF THE USER CONTENT. IN ADDITION TO THE DISCLAIMERS IN SECTION 9 OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT BETAFISH PROVIDES USER CONTENT, AND ANY RIGHTS ASSIGNED OR GRANTED UNDER SECTION 2, TO YOU “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT.
4. Your Representations and Warranties concerning User Content.
By submitting User Content, you represent and warrant that:
User Content is your sole responsibility. Under no circumstances will we be liable in any way for User Content or for any loss or damage of any kind incurred as a result of the use of any of User Content. Betafish further reserves the right to monitor, delete, or modify any User Content that it deems inappropriate, advertising, illegal, or in violation of this Agreement. Betafish may suspend or terminate, in whole or in part, your access to the Service if you violate the terms and conditions set forth in this Section.
5. Restrictions on Your Use of the Service
You agree that when using the Service, you will not:
6. Account Security
You are responsible for protecting your log-in credentials from unauthorized access and use. You must promptly notify Betafish by email at firstname.lastname@example.org of any known or suspected unauthorized use(s) of your account.
To the extent permissible by law, you are responsible for paying all amounts incurred for services requested — if any — in connection with your use of the Service as an Author, including any taxes (“Charges”). You will pay all Charges by means of the method of payment you have on file with Betafish’s third-party payment processor or otherwise provided by you (the “Payment Method”). You may update the Payment Method at any time. You hereby authorize Betafish to charge any and all amounts due to Betafish to the Payment Method without further action required by you or further notice to you. Charges paid by you are final and non-refundable, unless otherwise determined by Betafish or required by applicable law. Betafish, in its sole discretion, may make promotional offers with different features and different rates to any of our Authors. These promotional offers, unless made to you, shall have no bearing whatsoever on your use of the Service or fees charged to you. Betafish reserves its right to expire or modify any promotion at any time.
For your convenience, we may provide links to various other websites that may be of interest to you and for your convenience only. However, Betafish does not control or endorse such websites and is not responsible for their products, services, or content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. This Agreement applies only to the Service that Betafish offers. If you decide to access any the third-party website linked to the Service, you do so at your own risk, and you should review the terms and conditions and privacy policies of such third-party sites. Betafish disclaims all warranties, express and implied, as to the accuracy, validity, and legality or otherwise of any materials or information contained on such sites.
9. No Warranties
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND BETAFISH, THE SERVICE, AND ALL BETAFISH TECHNOLOGY AND SERVICES ACCESSIBLE THROUGH SERVICE, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BETAFISH MAKES NO WARRANTY THAT: (i) THE BETAFISH TECHNOLOGY AND SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE BETAFISH TECHNOLOGY AND SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BETAFISH TECHNOLOGY OR SERVICE WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY BETAFISH TECHNOLOGY WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS, TYPOS, OR DEFECTS IN THE BETAFISH TECHNOLOGY OR SERVICE WILL BE CORRECTED.
IN THE EVENT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW, AND TO THE EXTENT PERMISSIBLE, ANY SUCH IMPLIED WARRANTIES ARE LIMITED TO 90 DAYS.
10. Limitation of Liability
YOU EXPRESSLY AGREE TO WAIVE AND RELEASE AND HEREBY WAIVE AND RELEASE, ANY AND ALL CLAIMS AND LIABILITIES AGAINST BETAFISH THAT ARISE FROM YOUR USE OF THE SERVICE OR BETAFISH TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE SERVICE OR BETAFISH TECHNOLOGY IN VIOLATION OF THIS AGREEMENT OR ANY FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS.
UNDER NO CIRCUMSTANCES, SHALL BETAFISH OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHERWISE, INCLUDING LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHER TORTIOUS ACTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BETAFISH HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH THE SERVICES, ANY BETAFISH TECHNOLOGY, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES OR THE BETAFISH TECHNOLOGY. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES AND BETAFISH TECHNOLOGY, THAT SUCH USAGE IS AT YOUR SOLE RISK AND YOU ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, INCLUDING THE LIMITATION OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN.
IN THE EVENT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES CONTAINED IN THIS AGREEMENT SHALL BE DETERMINED BY A COURT OR ARBITRATOR TO BE INVALID OR UNENFORCEABLE, THEN SUCH PROVISIONS SHALL BE REFORMED TO THE MAXIMUM LIMITATION PERMITTED BY APPLICABLE LAW. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR THE USE OR EXPLOITATION OF ANY OR ALL PARTS OF THE SERVICES IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST BETAFISH.
You agree to defend, indemnify, and hold Betafish and its affiliates, and their respective officers, directors, managers, shareholders, employees, agents, contractors, and other users of the Service (whether Authors or Readers) (collectively the “Betafish Indemnitees”), harmless from and against any all claims, losses, liabilities, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees) resulting from or alleged to result from your use of Betafish Technology or your violation of this Agreement.
12. Jurisdictional Issues
The Service are controlled and operated by Betafish from its offices in the United States, and is not intended to subject Betafish to the laws or jurisdiction of any state, country, or territory outside the United States. Betafish does not represent or warrant that the Service, the Betafish Technology, or any aspect thereof, are appropriate or available for use in any particular jurisdiction. Those who choose to access the Service do so on their own initiative and at their own risk, and are responsible for complying with local laws.
13. Choice of Law
This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the state of Illinois, exclusive of conflict or choice of law rules. Notwithstanding the provision in the preceding paragraph 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).
14. Agreement to Arbitrate
All disputes arising out of, or relating to, this Agreement (including formation, performance, breach, enforceability, and validity of this Agreement) or our operation of the Service shall be resolved by final and binding arbitration to be held in the English language in Chicago, Illinois pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part, of this Agreement is void or voidable.
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 we each waive any right to a jury trial.
Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to this Agreement may obtain preliminary injunctive relief in a court of competent jurisdiction, for the purpose of enforcing any of the terms of this Agreement pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.
15. Digital Millennium Copyright Act Procedure
Betafish investigates notices of copyright infringement and takes appropriate actions under the Digital Millennium Copyright Act (“DMCA”), Title 17, United States Code, Section 512(c), as follows:
Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or identification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider (such as or including Betafish), who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. Accordingly, if you are uncertain whether Third-Party Submission infringes your or others’ copyrights, please consult with a copyright attorney prior to making a notice under the DMCA.
16. Changes to Terms
We may revise and update this Agreement from time to time, and will post the updated Agreement to the Service. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of the Service will constitute your agreement to any new provisions within the revised Agreement.
17. Miscellaneous Terms
(a) Complete Agreement. This Agreement constitutes the entire agreement between you and Betafish relating to your use of, and access to, the Service and Betafish Technology and supersedes any prior or contemporaneous agreements or representations. This Agreement may not be amended except as set forth in Section 16 of this Agreement. For avoidance of doubt, notwithstanding this Section, this Agreement does not modify, revise, or amend the terms of any other agreements you may have with Betafish.
(b) Construction. If any portion of this Agreement is ruled invalid or otherwise unenforceable, it shall be deemed amended in order to achieve as closely as possible the same effect as originally drafted. Any invalid or unenforceable portion should be construed as narrowly as possible in order to give effect to as much of this Agreement as possible.
(c) Other Interpretative Provisions. Descriptive headings contained in this Agreement are for convenience only and shall not control or affect the meaning or construction of any of this Agreement. The words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and words of similar import refer to this Agreement as a whole and not to any particular Section, subsection, or subdivision unless expressly so limited. The words “this Section,” “this subsection,” and words of similar import refer only to the Section, or subsection hereof in which such words occur. The words “either,” “or,” “neither,” “nor,” and “any” are not exclusive. The word “including” (in its various forms) means including without limitation.
(d) No Waivers. Our failure to enforce or exercise any provision of this Agreement or related right will not constitute a waiver of that right or provision.
(e) No Assignments and Transfers. No rights or obligations under this Agreement may be assigned or transferred by you, either voluntarily or by operation of law, without our express written consent and in our sole discretion.
(f) Language of this Agreement. Although this Agreement may be translated into other languages, the English language version of this Agreement shall control in any dispute between the parties.
(g) Third Party Beneficiaries. Except for Section 6, which is for the benefit Authors, nothing in this Agreement will confer upon any person, other than the Parties, any rights, remedies, obligations, or liabilities whatsoever.
(h) Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.
(i) Notices. You can provide any notices to us under this Agreement by e-mail or mail using the contact information provided in Section 18. Unless you tell us otherwise, or the law requires otherwise, you agree to receive all communications from us by e-mail or through posting notices to your account in the Service. You are responsible for providing Betafish with up-to-date contact information, which you may do by sending a message to us via the contact information provided in Section 18. You agree that all communications that we send to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records.
18. Contact Us.
If you would like to request additional information regarding this Agreement, please contact us at
email@example.com. You may also send us mail at:
1328 W Eddy #B
Chicago, IL 60657