Content Submission Agreement

PLEASE READ THIS CONTENT SUBMISSION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE UPLOADING CONTENT ("USER CONTENT") TO BE MADE AVAILABLE TO OMEGA NOTES USERS VIA THE OMEGA NOTES PLATFORM FOR A CHARGE.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH OR DISTRIBUTE USER CONTENT ON THE OMEGA NOTES PLATFORM (THE "SERVICES").

1. ELIGIBILITY

In order to upload User Content to the Services, You must: (i) register for an account on the Services (Your "Omega Notes Account"); (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18) and, if You are uploading User Content to the Services on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Omega Notes Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).We reserve the right to refuse participation to any applicant or participant at any time in Our sole discretion.

2. INCORPORATION BY REFERENCE; PRIORITY

The following additional terms, policies, and guidelines are expressly incorporated herein and form a binding part of this Agreement as if reproduced fully herein:

  1. Privacy Policy
  2. Terms of Use
In the event of a direct conflict between this Agreement and the above terms and policies, this Agreement will control.

3. CERTAIN RIGHTS OF OMEGA NOTES.

We will solely control the Services and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. We reserve the right to remove or delete any particular piece of User Content from the Services at any time, at Our sole discretion, without cause and without notice to You. We have the right to update this Agreement at any time. We will endeavor to provide notice to You, however, it is Your responsibility to check to see if this Agreement has been updated. You acknowledge and agree that Your use of the Services following an update to this Agreement will be deemed as Your acceptance of the updated Agreement and if You use the Services following an update to this Agreement, You will automatically be bound by all of the terms in the updated Agreement as if those terms were in the original Agreement accepted by You.

4. AUTHORIZATION TO UPLOAD

Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, We hereby authorize You to use the Services for the uploading and distributing of authorized digital content, including electronic documents ("User Content"). User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein, We do not guarantee that there will be no unauthorized copying or distribution of User Content nor will We be liable for any unauthorized copying or usage of the User Content.

5. PROHIBITED USES

Your authorization to use the Services for the uploading and distribution of User Content is subject to the following restrictions:

(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works from, resell, profit from, or otherwise exploit any User Content purchased on or through the Services other than as permitted by Us; or

(ii) You may not act in any way that violates any guidelines, or any other agreement between Us and Yourself, or engage in any action or practice that disparages or devalues Our reputation or goodwill.

You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that We may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. GRANT OF LICENSE TO US IN USER CONTENT

By uploading User Content via the Services, you hereby grant to Us a worldwide, perpetual, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license (with the right to grant and authorize sublicenses) to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, monetize, charge money for, restrict access to view, restrict access to download, advertise against, and otherwise exploit Your User Content, in any media formats and through any media channels, in order to publish and promote such User Content in connection with services offered or to be offered by Us. Such license will apply to any form, media, or technology now known or hereafter developed. You grant Us the right to restrict access to view or to download your content (for example, without limitation, to paying users) and to charge users for access to your content, subject to certain configuration options provided to you by Us. Subject to the terms and limitations set forth herein, at Our sole discretion We may remove any specific piece of User Content by removing or deleting that piece of User Content from the Services; provided, however, that it is understood and agreed that We may retain a copy of any User Content as we deem appropriate for any reason, including, without limitation, to make it available to any other user who has paid for that access, and provided further that We may, but are not required to, retain indefinitely a copy of any User Content for archival purposes. We may also terminate the license granted by You in this paragraph at any time, and at our sole discretion.

7. GRANT OF LICENSE TO OTHER SITE USERS

By uploading User Content via the Services, you hereby grant to each User who is authorized to access Your User Content a non-exclusive license to access and use Your User Content as herein provided. You hereby grant to each such User at least a perpetual, irrevocable, limited, non-exclusive, license to view, download (including, without limitation, download to a portable device, but subject to download restrictions made by Us), print and have printed such User Content for personal use in the manner contemplated by this Agreement and the Services. You additionally grant to all Users (including Users not authorized to access the content), a license to view a limited preview of Your content.

8. RESERVATION OF RIGHTS

Subject to the licenses granted herein, You retain all of Your ownership rights in User Content uploaded and owned by You.

9. CONFIDENTIALITY

You agree not to disclose Our Confidential Information without Our prior written consent. For the purposes of this section, "Confidential Information" includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Services; (b) rates or statistics relating the Services; (c) any information which a reasonable person would regard as confidential; and (d) any other information designated by Us as "confidential" or an equivalent designation, whether orally or in writing.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement will begin on the date You upload Your User Content and will continue until terminated in accordance with the provisions set forth in this Section 10 (the "Term").

10.2 Termination. We may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Omega Notes Account, or suspend Your Services upload privileges at any time. 10.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration.

10.4 Retiring User Content. If You choose to remove or delete Your User Content from the Services it will not be available to Users following the date of such removal or deletion (the "Deletion Date"). Notwithstanding the foregoing or anything else to the contrary in this Agreement, We may permit those Users that purchased Your User Content prior to the Deletion Date to continue to have access to Your User Content after the Deletion Date, and We may continue to reproduce, display, host, and otherwise use such User Content as necessary to enable such access and as otherwise provided in this Agreement. Additionally, Users who have downloaded offline copies of Your User Content may continue to access that content.

11. YOUR REPRESENTATIONS AND WARRANTIES

You are solely responsible for Your User Content and the consequences of uploading and publishing it. By uploading and publishing Your User Content, You represent and warrant that:

(i) all of the information that You provide to Us under this Agreement is current and accurate;

(ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Us and Our Users to use Your User Content in the manner permitted herein;

(iii) Your User Content does not and will not slander, defame, or libel any other party, violate any other party’s publicity rights or trade secret rights, be obscene, or otherwise unlawful;

(iv) You have not entered into any other agreement that is in conflict with the terms of this Agreement;

(v) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code;

(vi)Your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played;

(vii) Your User Content, including, without limitation, Your posting of Your User Content on the Services, does not violate any intellectual property rights of any party worldwide and no claim has been asserted nor have any proceedings been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content; and

12. OUR DISCLAIMER OF WARRANTIES

In addition to the warranties disclaimed in the Lang Enterprises LLC Terms of Use, We expressly disclaim any warranty that the security measures used to protect User Content used by Us herein will be effective. We make no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements or other circumvention of such security measures. Moreover, You expressly understand and agree that while we make reasonable effort to prevent unlawful access to Your User Content, including without limitation unauthorized and/or illegal reproductions of Your Content by third parties after lawful purchase and download by other Users of the Services, we shall be under no circumstances liable for damages related to such third party activity, including without limitation intellectual property infringement claims.

13. RELATIONSHIP OF THE PARTIES; REMEDIES CUMULATIVE

The parties are independent contractors with respect to each other. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

14. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, You can send us an email at Support@OmegaNotes.com. Responses to emails will be provided as soon as possible.

15. UNITED STATES EXPORT CONTROLS

You shall not at any time upload any User Content that requires licenses or authorizations from any Government agencies. Relevant U.S. regulations include but are not limited to the State Department’s International Traffic in Arms Regulations and the Commerce Department’s Export Administration Regulations. You shall not post any ITAR-controlled technical data and other applicable information, including any official Department of Defense documents, on the Services that have not been authorized for public release by the appropriate Government agency. It is your responsibility to ensure that you comply with these laws and do not post any item on the Services that is not authorized for public release under the applicable laws, regulations and restrictions. Your rights under these Terms are contingent on Your compliance with this provision.

16. CONTENT FOR SALE, FEES AND COMPENSATION.

16.1 When uploading User Content to the Services, You may set the price Our Users must pay to access Your User Content via the Services as described herein. There are two ways which You may license Your User Content on the Services: (a) You may upload a picture of Your User Content on mobile devices via Omega Notes ("Mobile Option"); and/or (b) You may upload a pdf of Your User Content via Our website ("Website Option").

16.2 Payments. . In order to access User Content on or through the Services, a User must possess either a valid credit card or a PayPal account. Subject to the deductions and withholdings set forth in this Agreement, if a User licenses Your User Content, We will remit to You a percentage of the price set by You (“Content Payment”), provided however that We may deduct from the Content Payments to be provided pursuant this Section per sale for credit card fixed costs together with any credits for refunds or chargebacks as may be authorized herein. The Content Payment rates are listed on our Percentage of Sale page . We may change the Content Payment rates on Our Percentage of Sale page from time to time, by posting the changes on the System site 14 days in advance of the change. No advance notice shall be required or provided for temporary promotions or any changes that result in an increased Content Payment rate to You. You hereby agree to be bound by all relevant third party terms posted to the applicable third party’s website, or otherwise made reasonably available to You. All Content Payments shall be calculated solely based on records maintained by Us. All Content Payment rates shall be calculated based on the rates listed on the Percentage of Sale page, as of the date of each User access resulting in a Content Payment. No other measurements or statistics of any kind shall be accepted by Us or have any effect under this Agreement. Any payments to You hereunder shall be sent by Us within approximately thirty (30) days after the end of each month, as long as you have provided valid payment information. In the event the Agreement is terminated, We shall pay Your remaining earned balance to You within approximately ninety (90) days after the end of the month in which the Agreement is terminated. The right to receive payments made under this Agreement to You may not be transferred or in any manner passed on to any third party by You. You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

16.3 Express Exemptions. We shall not be liable for any payment if Your account information is not valid or up-to-date, or based on a result of any breach of this Agreement by You.

16.4 Chargebacks; Withheld Payments. We reserves the right to charge back Your account for any payments otherwise due you as a result of sales of your User Content if You breach this Agreement (pending Our reasonable investigation of any breach of this Agreement by You). In addition, We reserve the right to withhold payment due to You for any amounts that We decide to repay to Users in the event that Your User Content is removed from the site as provided herein. In the event of a breach of the representations or warranties made by you in Section 11 above, You will indemnify Us as provided in Section 14 of Our Terms of Use and payments to You will be suspended until the claim is resolved.

16.5 Tax Matters. You are solely responsible for determination and payment of any U.S. federal, state, local or foreign taxes including, but not limited to, any sales or use taxes, required to be collected or paid in connection with the transactions contemplated by this Agreement and You shall indemnify and hold Us harmless against any and all such Taxes. You have reviewed with Your own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of Us or any of Our agents. We shall be entitled to deduct and withhold from any payments pursuant to this Agreement in such amounts as may be required to be deducted or withheld therefrom pursuant to any provision of U.S. federal, state, local or foreign tax law or any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

16.6 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 16.2, above, no other fees or royalties will be payable by Us to You under this Agreement, in connection with the Services, or the provision of other materials or services under this Agreement. We may change Our pricing and/or payment structure at any time. If you dispute any payment made under the Services, you must notify Us in writing within thirty (30) days of any such payment; failure to so notify Us shall result in the waiver by you of any claim relating to any such disputed payment.

16.7 Withholding Payments; Special Circumstances. We reserve the right to withhold payment from You if (i) Your User Content is removed by Us for any reason; (ii) Your Omega Notes Account is suspended or restricted or Your access to the Services is disabled; (iii) You violate the Services Terms of Use, including any applicable guidelines; or (iv) Your User Content is the subject of allegations of infringement or other violations of law or the rights of third parties.