LAST REVISED: January 4, 2010

1. General Information

By means of this Website, www.netgalley.com, NetGalley LLC makes available digital publishing services for the publishing, bookselling, educator, and library communities and other bibliophiles. It provides centralized marketing, Galley and review services including the online advance reading copy system ("ARC") as well as related Content, technology, services, and business-networking and social-networking opportunities (the "Website"). Unless otherwise expressly provided, all provisions of these Terms of Use apply to non-registered users, Authorized Users, and Clients. To the extent of any conflict between these Terms of Use and an Application Service Provider Agreement, the provisions of the Application Service Provider Agreement will control.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. BY USING THE WEBSITE, YOU CONSENT TO THE TERMS OF USE. PLEASE NOTE THAT NetGalley LLC MAY CHANGE THESE TERMS OF USE FROM TIME TO TIME. BECAUSE THESE TERMS OF USE CREATE A BINDING CONTRACT BETWEEN YOU AND NetGalley LLC, NetGalley LLC RECOMMENDS THAT YOU BOOKMARK THE TERMS OF USE AND REVIEW IT REGULARLY TO ENSURE YOUR COMPLIANCE THEREWITH.

2. Privacy

Please visit our privacy policy located at privacy policy which is incorporated into the Terms and governs your visit to the Website.

3. Definitions

"Application Service Provider Agreement" means a duly executed agreement between NetGalley LLC and a Client under which NetGalley LLC agrees to provide services in connection with a Client's digital publishing activities including storage, editorial review, and circulation of ARC copies, Galleys, Audiobooks, Ebooks, marketing material, and other Content.

"Audiobook" means a recorded reading of Galley or a final version of an audiobook distributed in digital format.

"Authorized User" means an employee, agent, affiliate, or subcontractor of Client who has been duly authorized by Client, by the authorization mechanisms that are made available by NetGalley LLC via the Web Site, to access Restricted Content in Secure Areas.

"Client" means either: 1) an individual or entity that has entered into an Application Service Provider Agreement with NetGalley LLC; or 2) an individual or entity that is authorized to submit Content and designate Authorized Users pursuant to Section 7 below.

"Client Content" means the Content made available by Client and submitted to NetGalley LLC pursuant to an Application Service Provider Agreement or to Section 7 below.

"Content" means Galleys, EBooks, Audiobooks, marketing material, related catalogue and text information, and any and all other text, pictures, sounds, video, or other data, excluding Forum Content, in any format made available via the Website.

"EBook" means a publication for distribution for reading purposes via an electronic format.

"Forum" means a social-networking forum, blogging forum, chat area, bulletin board, email function offered as a party of the Website where you may contribute Forum Content for public and/or semi-public viewing and/or consumption.

"Forum Content" means any text, data, photographs, software, music, sound, graphics, video, message tags and/or other material or Content that you or other users contribute to a Forum.

"Galley" means any single version of a publication, including related metadata, distributed for media or buyer review, comment, editorial review, promotional, or other similar purposes including: unbound galley, bound galley, uncorrected proof, review copy, desk copy, preview copy, digital preview, digital galley, or finished book adapted for use and display in connection with the Website. The term, "Galley" may include EBooks and post-publication content.

"Public Areas" means those portions of the Website that NetGalley LLC makes available to the public without restriction and that may be accessed without the use of a password.

"Restricted Content" means the Client Content that has been made available to Clients and Authorized Users by accessing a Secure Area of the Website.

"Secure Area" means those portions of the Website that NetGalley LLC makes available solely to Clients and their Authorized Users and for which access is controlled by usernames and passwords.

"Submit" (whether or not capitalized) means to transmit, post, upload, distribute, display, publicly perform, copy, and/or make derivative works.

"Unrestricted Content" means Content, that is not Restricted Content, made available on public portions of the Website.

"Use" means (whether or not capitalized) to copy, distribute, publicly perform, publicly display, make derivative works, edit or otherwise access or use.

4. Unrestricted and Restricted Content

You may use the Website solely pursuant to these Terms of Use. Unless you are a Client or an Authorized User, you may not access Secure Areas or use any Restricted Content. However, even if you are not a Client or an Authorized User, this Website may provide the means for you to download or stream Unrestricted Content for your own personal and non-commercial use. Regardless of whether you are an unregistered user, an Authorized User, or a Client, you will not: (i) use the Website except as permitted by the Terms of Use or your Application Service Provider Agreement; (ii) use the Website or Content for time-sharing, rental, service-bureau and/or similar derivative-use purposes; (iii) modify, reverse engineer, decompile, or disassemble any part or all of the Website; (iv) sell, sublicense, resell, or otherwise transfer your right to use the Website; or (v) collect or use any listings, descriptions, and/or prices for the benefit of any other business. You understand and agree that the technology of NetGalley is proprietary to NetGalley LLC.

Unless you are a Client with copyright ownership or the appropriate licenses over its own Content for purposes of the foregoing, you will not: (a) sell, sublicense, resell, or otherwise transfer your right to use the Content; (b) create or attempt to create derivative works from the Content except as expressly permitted herein; (c) remove any copyright, trademark or other proprietary notices from any Content; (d) remove or attempt to remove any DRM from the Content.

5. Minors

This Website is made available solely for adults eighteen (18) years of age or older. If you are under eighteen (18), please exit this Website immediately.

6. Authorized Users

6.1. Limited Use of the Restricted Content. If you are an Authorized User who has been granted permission by a Client to access one or more Secure Areas, the following sections apply to you as well as the rest of the provisions in the Terms of Use. You may use Restricted Content solely for your own internal business purposes pursuant to the Terms of Use and any instructions, rules, or conditions provided to you by a Client. If you are accessing Secure Areas and/or using Restricted Content, you represent and warrant that you are authorized to do so by a Client and that you will comply with any instructions, rules, or conditions imposed by Client as well as these Terms of Use. You understand and agree that your authorization to access any Restricted Content or Secure Areas may be revoked by NetGalley LLC at any time if NetGalley LLC receives instructions to do so by the Client or if you fail to comply with these Terms of Use.

6.2. Confidentiality of Restricted Content. You will employ best efforts to safeguard the Restricted Content and protect it from unauthorized use, exercising at least a reasonable degree of care. You will immediately notify NetGalley LLC of any unauthorized use of the Restricted Content. Your obligations to keep confidential the Restricted Content will survive the termination or expiration of the Agreement.

6.3. Password Protection for Secure Areas. Your right to access Secure Areas and to use Restricted Content is personal to you. You will not transfer, or make available to another, passwords and account identification provided to you or otherwise facilitate another's access to the Secure Areas or use of the Restricted Content. Any such transfer or facilitation may result in the immediate termination (in NetGalley LLC's sole discretion) of your rights under the Terms of Use. If you believe your password has been disclosed to or is in use by another, you will immediately notify NetGalley LLC.

6.4. Limited Liability Regarding Restricted Content. The Client (and not NetGalley LLC) provides the Restricted Content that can be accessed through the Website. NetGalley LLC does not guarantee the accuracy, completeness, usefulness, integrity, or quality of such Restricted Content. You understand and agree that by accessing Secure Areas and/or using Restricted Content, you may be exposed to Restricted Content that is offensive, indecent, or objectionable. Under no circumstances will NetGalley LLC be liable in any way for any Restricted Content, including any errors or omissions in any Restricted Content or any loss or damage of any kind incurred as a result of the use of any Restricted Content submitted via this Website.

6.5. Restricted Content Submissions. If you are a Client or an Authorized User, the Website may provide means for you to submit material through Secure Areas of the Website. You will not submit material protected by copyright, trademark, trade secret, patent, or other proprietary right without the express permission of the copyright holder. You will be solely liable for any damage resulting from any such improper submissions. To the extent you submit and/or edit Restricted Content through a Secure Area, you warrant that you have the right to do so and grant to NetGalley LLC a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use such Restricted Content in connection with providing services under an applicable Application Service Provider Agreement or Online Client Terms. You also grant NetGalley LLC a worldwide, royalty-free, perpetual, irrevocable, nonexclusive, right to sublicense the foregoing rights in connection with providing services under an applicable Application Service Provider Agreement or Online Client Terms. You will not submit material that: (i) constitutes or contains unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation; (ii) constitutes or contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) interferes with or disrupts the Website, related services, or servers or networks connected thereto or disobeys any requirements, procedures, policies, or regulations of networks connected to this Website or related services; (iv) violates any applicable local, state, national, or international law or any regulations having the force of law; or (v) impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;

7. Online Clients.

7.1. Online Client Overview. Even if you haven't entered into an Application Service Provider Agreement with NetGalley LLC, you can still become a Client, submit Content, and designated Authorized Users to access select Content pursuant to the terms and the conditions of this Section 7 and these Terms of Use ("Online Client Terms") by becoming an online client ("Online Client"). As an Online Client, you can select Authorized Users and upload Content pursuant the Online Client Terms and the functionality of the Website. Online Clients can submit a single work of Content for one or more NetGalleys for a fee of $400.00USD (or for NetGalley LLC's then-current fee at the time your transaction is completed) per each NetGalley ("Submission Fee").

7.2. Term. As an Online Client, your ability to access each NetGalley for which you pay the Submission Fee and submit Content will continue indefinitely until either you or NetGalley LLC terminates your Online Client account ("Account"). You may terminate your online account at any time by sending us an email at accounting@netgalley.com and using the subject line "Terminate my Online Client Account". While NetGalley LLC sincerely hopes not to have to do this, you understand and agree that NetGalley LLC may terminate your account, terminate any individual netGalley in your account immediately at any time in its sole discretion for any reason or for no reason without incurring any liability to you. That said, NetGalley LLC will not terminate your account for convenience within the first two (2) months after receiving your Submission Fee. For purpose of this Section, our notice to you will be deemed given when sent to the email address provided on our registration page or otherwise duly updated by you via the Webpage. Notwithstanding the foregoing, if NetGalley LLC reasonably believes that you have violated the Online Client Terms, it may terminate your Account at any time, including before the initial two (2) month period has passed.

7.3. Payment. For all Submission Fees, NetGalley LLC will bill your credit card or alternative payment method offered by NetGalley LLC. In the event legal action is necessary to collect on balances due, you shall reimburse NetGalley LLC for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You are responsible for purchase of, and payment of charges for, all Internet access services and telecommunications services needed for use of this Web Site. The Submission Fee excludes any applicable sales tax. Sales tax, if applicable, will be based on the bill-to address and the sales tax rate then in effect at the time your transaction is completed.

7.4. Online Client Additional Terms of Service. All features, content, specification, products, prices and services described or depicted on this Website are subject to change at any time, without further notice to you. When you submit Content, you understand and agree that while NetGalley LLC will make reasonable efforts to accurately display such Content, including the applicable colors, the actual color and Content qualities you see may depend on your computer system, and we cannot guarantee that your computer system will accurately display the Content. It is your responsibility to ascertain and obey all applicable local state, federal and international laws.

7.5. Stored Data. NetGalley LLC disclaims all liability for lost data in connection with the Content. You are responsible for backing up data in and to all Content that you submit as an Online Client. You acknowledge and agree that after you or NetGalley LLC terminates your account for any reason, NetGalley LLC is under no obligation to retain any Content.

7.6. Ownership and License. As between you and NetGalley LLC, you own all intellectual property rights to all Content you submit as an Online Client. However, you grant NetGalley LLC a royalty-free, world-wide, non-transferable license to host, store, maintain, make available to Authorized Users, and to otherwise use and allow its subcontractors to use the Content for the purposes of fulfilling its obligations under this Agreement.

7.7. Right to Remove Content. NetGalley LLC may remove or block any Content that you submit where: (a) the Content violates applicable laws, regulations, or orders, (b) the removal or blocking is necessary because of a force majeure or emergency event or to protect the safety, security, or integrity of the Web Site, NetGalley LLC' staff, or other third party; (c) to respond to law enforcement or other government authority; (d) where NetGalley LLC reasonably believes such Content violates these Online Client Terms. You can remove your Content at any time as permitted by the functionality of the Web Site.

7.8. Account Security. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account by your Authorized Users. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the services and Website. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able access your account so you should take reasonable steps to protect this information.

7.9. Confidentiality. As an Online Client, you could receive Confidential Information from NetGalley LLC. "Confidential Information" means information provided by us to you that constitutes technical, marketing, product, business, proprietary, trade secret information, information marked "Confidential" or a similar designation, or information that reasonably should be deemed confidential in light of the nature of the material or the circumstances of its disclosure. You understand and agree that Confidential Information constitutes the valuable property of NetGalley LLC and that, if you are an Online Client, your protection of the Confidential Information is part of the basis of the bargain of this Agreement. You will retain in strict confidence and not disclose such information to any third party (except as expressly authorized by these Terms or by NetGalley LLC in a non-electronic writing). That said, the forgoing confidentiality obligations will not apply to Confidential Information that is (a) already known by you before receiving the Confidential Information; or (b) becomes, through no act of yours, publicly known; (c) is independently derived by you without any reference to the Confidential Information.

8. Forums and Public Communication

NetGalley LLC may offer Forums in Public Areas as a way to facilitate your networking and socializing with others within the publishing field or sharing similar interests. You agree that all Forum Content is the sole responsibility of the individual or entity from whom such Forum Content originated. This means that you (and not NetGalley LLC) are entirely responsible for all Forum Content that you submit via the Forum or elsewhere on the Website. NetGalley LLC does not control the Forum Content and, as such, does not guarantee the accuracy, completeness, usefulness, integrity, or quality of such Forum Content. You understand and agree that by using the Forums or other places on this Website, you may be exposed to Forum Content that is offensive, indecent, or objectionable. Under no circumstances will NetGalley LLC be liable in any way for any Forum Content, including any errors or omissions in any Forum Content or any loss or damage of any kind incurred as a result of the use of any Forum Content submitted via this Website.

9 Your Participation in the Forums and General Use of this Website

You agree that you will not use a Forum or this Website to submit or otherwise make available Forum Content or any other content, or demonstrate any behavior that:

Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, racially or otherwise hateful, or otherwise objectionable;

Harms minors;

Impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;

Conflicts with any obligations you have under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as party of employment relationships or under non-disclosure agreements);

Infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any third party;

Constitutes or contains unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation.

Constitutes or contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

Interferes with or disrupts the Website, related services, or servers or networks connected thereto or disobeys any requirements, procedures, policies, or regulations of networks connected to this Website or related services.

Violates any applicable local, state, national, or international law or any regulations having the force of law; or

Is used to stalk or otherwise harass another.

10. Forum Content

You acknowledge that NetGalley LLC may or may not pre-screen Forum Content, but that NetGalley LLC will have the right in NetGalley LLC' sole discretion to pre-screen, refuse, or move any Forum Content that is available via the Website. Without limiting the foregoing, NetGalley LLC may remove any Forum Content that violates the Terms of Use or is otherwise objectionable in NetGalley LLC's sole discretion.

NetGalley LLC asserts no ownership rights over the Forum Content you post, transmit, or otherwise make available for inclusion on the Forums or elsewhere on the Website. With respect to such Forum Content, however, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use such Forum Content on the Forums, anywhere on the Website, or elsewhere and in any media for the purpose of providing, promoting, or advertising the Website and related services.

11. Claims of Infringement

NetGalley LLC respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, NetGalley LLC will respond expeditiously to notices of alleged copyright infringement that are duly reported to its Designated Copyright Agent identified in the notice below. NetGalley LLC will disable and/or terminate the accounts of users who are repeat infringers. If you belief that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide NetGalley LLC's Copyright Agent the following information:

DMCA Notice of Alleged Infringement ("Notice")

1. Identify the copyrighted work that you claim has been infringed, or if multiple works are covered by this Notice you may provide a representative list of the copyrighted works that you claim have been infringed.

2. Identify the material or link you claim is infringing and provide a description of where the infringing work is located on the Website.

3. Provide your mailing address, telephone number and, if available, email address.

4.Include both of the following statements in the body of the Notice:

"I hereby state that I have a good-faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., fair use)."

"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to NetGalley LLC' Designated Copyright Agent:

By mail:

NetGalley LLC, Inc.
44 Merrimac Street
Newburyport, MA 01950

While NetGalley LLC considers all such notices seriously, you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that Content or activity is infringing. For example, one decision ordered a company that sent infringement notification seeking removal of online materials that were protected by copyright's fair use doctrine to pay such costs and attorneys' feels the company agreed to settle the matter at over $100,000.For more information, please see http://www.onlinepolicy.org/action/legpolicy/opg_v_diebold/. Accordingly, if you are uncertain whether material infringes your copyrights (including whether use of copyrighted material may constitute fair use) you may wish to seek the advice of an attorney.

12. General Legal

12.1. Disclaimer. Your use and browsing of this Website are at your own risk. Except as otherwise provided above, everything on this Website is provided "AS IS" without warranty of any kind, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. NetGalley LLC makes no warranties that the Website will be error-free or uninterrupted, that defects will be corrected, or that this Website, or its server are or will be free of viruses or other harmful components. NetGalley LLC makes no warranties or representations regarding the use or results of the use of the Content on this Website. You understand and agree that applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

12.2. Indemnification. You will defend, indemnify, and hold us harmless from: (i) your use of and access of the Website; (ii) your violation of any of these Terms; (iii) your violation of any third-party right including any copyright, trademark, trade secret, or privacy right related to the Content or use of the Website. This defense and indemnification obligation will survive these Terms and your use of the Website.

12.3. Limitation of Liability. IN NO EVENT WILL NetGalley LLC BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THIS WEBSITE OR THE CONTENT THEREON, WHETHER IN A CONTRACT ACTION OR BASED ON NEGLIGENCE, OR OTHER TORT ACTION, OR ANY OTHER CLAIM WHATSOEVER, EVEN IF NetGalley LLC OR ONE OF ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL NetGalley LLC' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, IN ACCESSING THIS WEBSITE.

12.4. Choice of Law. These terms of use will be governed by the laws of the state of Washington without respect to its conflict of laws provision. Any claim or dispute between you and NetGalley LLC that arises in whole or in part from this Website will be decided exclusively by a court of competent jurisdiction located in King County, Washington.

12.5. Entire Agreement; Waiver. These Terms, together with the privacy policy located at privacy policy and any other legal notice published by NetGalley LLC on this Website constitute the entire agreement between you and NetGalley LLC concerning this Website. If any provision of these Terms of Use are deemed invalid by a court of competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of the Terms of Use. NetGalley LLC' failure to insist on or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.

12.6. Assignment. Subject to any terms to the contrary in the Application Service Provider Agreement, NetGalley LLC may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement.

13. Termination

The Terms may be terminated by NetGalley LLC at any time without notice. In the event of termination, you are no longer authorized to access the Website and all limitations on NetGalley LLC' liability regarding your use of the Website and/or the Content will survive.

Contact NetGalley LLC

If you have questions, please contact NetGalley LLC at info@netgalley.com. Please include the words, "Terms of Use" in the subject line of your email.

© 2008 NetGalley LLC, Inc.