Terms of Service

Terms of Service:

The following terms and conditions govern all use of the Aerbook.com and Aer.io Retail Network websites (the “Website”) and all content, services and products available at or through the website, including, but not limited to, Aerbook Maker. The Website is owned and operated VitalSource Technologies Inc. d/b/a Aer.io (hereinafter “Aer.io”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy and Pricing Policy) and procedures that may be published from time to time on this Site by Aer.io (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Aer.io, acceptance is expressly limited to these terms. We reserve the right to change these Terms of Service from time to time. You are advised to please refer back to these Terms of Service periodically to review any changes we make from time to time. We may also provide you with notice of changes by displaying them to you when you next utilize Aer.io services after we update these terms.

The Website services are only available only to individuals who are at least 18 years old.

As used in this Agreement, “we,” “us” or “Aer.io” or “Aerbook” means VitalSource Technologies Inc. d/b/a Aer.io, the owner and operator of the aerbook.com and Aer.io services, and “you,” “your” or “Affiliate,” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Marketing Program” means the program managed by or on behalf of Aer.io by which participating entities place links on their Website that connect to the Aer.io website and for which a referral fee is earned.

  1. Your Account and Site. If you open an account on the Website, you are responsible for maintaining the security of your account and the ebooks and apps you create with Maker (your “Work”), and you are fully responsible for all activities that occur under the account and any other actions taken in connection with your use of Aer.io services. You must not describe your Work in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Aer.io may change or remove any description or keyword that it considers inappropriate or unlawful in its sole discretion. When you obtain a log-on ID from us, you must treat this information and confidential and not reveal it to others. We reserve the right to disable a log-on ID at any time if, in our opinion, you have failed to comply with any provision of this Agreement. You must immediately notify Aer.io of any unauthorized uses of your Work, your account, log-on ID, or any other breaches of security. Aer.io will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
  2. Your Responsibility. You represent and warrant that all information that you provide about yourself is true and accurate. You agree not to take any action to interfere with the function or accessibility of the Website or to take any action to restrict the access of others thereto. If you create or distribute your Work through the Website, comment on other work on the Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any and all of the foregoing, inclusive of but not limited to your Work, herein referred to as “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, ebook, app or other computer software. By making Content available, you represent and warrant that:
    • the uploading, downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
    • all Content will be true and accurate or be clearly identified as being fictional;
    • if your employer or another rights holder has rights to intellectual property you create, you have either (i) received permission to post or make available the Content, including but not limited to any software, or (ii) secured a waiver as to all rights in or to the Content;
    • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
    • you have obtained licenses sufficient to permit your use for all third-party material included in the Content and you have made all payments required in connection with such licenses;
    • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
    • the Content is not spam, is not machine- or randomly-generated, does not contain unethical content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or content that will or may further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
    • the Content is not unlawful, abusive, harassing, threatening, hateful, vulgar or indecent;
    • the Content does not include or otherwise link or point to any raffle, contest or sweepstakes or any game involving wagering;
    • the Content is not pornographic, and does not contain any sexually explicit material or genital nudity, does not contain threats or incite violence towards individuals or entities, does not incite dangerous or illegal behavior, and does not violate the privacy or publicity rights of any third party;
    • the Content does not advertise or promote any product or service other than your Work;
    • the Content does not solicit funds, advertisers or sponsors;
    • the Content will not disrupt the functioning of the Website;
    • your Work is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
    • your Work is not named or otherwise presented in a manner that misleads your readers into thinking that you are another person or company or that it comes from, is endorsed by or is otherwise connected to any other person or company is such is not the case; and
    • you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Aer.io or otherwise.
    • By submitting Content to Aer.io marked by you for public sharing on the Website, using settings provided in Aerbook Maker for this purpose, you grant Aer.io a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content and to combine the Content with other material and to make and exploit derivative works based thereon solely for the purpose of displaying, distributing and promoting your Work and for promotional and institutional uses in connection with the business of Aer.io. If you delete Content, Aer.io will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable and the license will continue in full force and effect as to any.
    • Without limiting any of those representations or warranties, Aer.io has the right (though not the obligation) to, in Aer.io’s sole discretion (i) refuse or remove any content that violates any Aer.io policy or that is in any way harmful, inappropriate or objectionable as determined in Aer.io’s sole discretion, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Aer.io’s sole discretion. Aer.io will have no obligation to provide a refund of any amounts previously paid unless explicitly provided for in connection with any service offered.
  3. Payment and Renewal. By signing up for an account you agree to pay Aer.io the fees and other charges indicated in the Pricing Policy in exchange for the applicable services listed (“Services”). Applicable fees will be invoiced starting from the day your Services are established and in advance of using such services. Aer.io reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at any time on thirty (30) days written notice to Aer.io. Optional paid services such as extra storage, additional team members, final release, app compilation, distribution and enhanced Subscriptions are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Aer.io the fees described in our Pricing Policy. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service as indicated. Upgrade fees are not refundable. Unless you notify Aer.io before the end of any applicable subscription period that you want to cancel your subscription, your subscription will automatically renew and you authorize us to collect the then-applicable one-time, annual or monthly subscription fee for such subscription (as well as any applicable taxes) using the payment mechanism we have on record for you. Subscriptions can be canceled at any time.
  4. Responsibility of Website Visitors. Aer.io has not reviewed, and cannot review, all of the material, including computer software, published through use of the Website or posted to the Website, including your or other third-party-created Works, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Aer.io does not represent or imply that it endorses the Content there posted or Works published through the Website, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Aer.io disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted or from the use of any Works published thereby, all of which is provided on an AS-IS basis.
  5. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Aerbook.com links, and that link to Aerbook.com, nor to any material, including computer software, made available through the Works made herein. Aer.io does not have any control over those non-Aerbook websites and webpages, and is not responsible for their contents or their use. By linking to a non-Aerbook website or webpage, Aer.io does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Aer.io disclaims any responsibility for any harm resulting from your use of non-Aerbook websites and webpages or the Works made with the tools available on the Website.
  6. Copyright Infringement and DMCA Policy. As Aer.io asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Aerbook.com or created with Aerbook Maker violates your copyright, you are encouraged to notify Aer.io in accordance with Aer.io’s Digital Millennium Copyright Act (“DMCA”) process.

If you wish to make a claim of copyright infringement, submit your complaint with the below required information to  copyrightagent@ingramcontent.com and we will respond based on your allegation.

In order to evaluate your allegation, the following information is required:

•      A physical signature of the person authorized to act on behalf of the owner of the copyright interest;

•      A description of the copyrighted work that you claim has been infringed upon;

•      A description of where the material that you claim is infringing is located on the site;

•      Your address, telephone number, and e-mail address;

•      A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

•      A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

VitalSource Technologies Inc. d/b/a Aer.io

1 Ingram Blvd. Blvd.

LaVergne, TN. 37086

ATTN: Copyright Agent

copyrightagent@ingramcontent.com

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.

Aer.io will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Aer.io may terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Aer.io or others. In the case of such termination, Aer.io will have no obligation to provide a refund of any amounts previously paid to Aer.io.

  1. Intellectual Property. Aer.io reserves all right, title, and interest in the Website apart from Content provided by users. All content, which includes, without limitation, photographs, videos, articles, films, media files, reviews, software, and source code (collectively “Content”), on the Website is subject to copyright protection and may not be displayed, reproduced, distributed, modified or used in any other manner except with the written permission of Aer.io or its Content providers. The Website contains copyrighted material; trademarks and other proprietary information including text, software, photos, video, graphics, music and sound, and the entire contents of the Website are copyrighted as a collective work under the United States copyright laws. Aer.io is the owner of the copyright in the entire Website, and it owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Each third party Content provider owns the copyright in content original to it. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the Website or any portion of it, except as may be otherwise explicitly provided in the Website. Except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the Website without the express permission of Aer.io and, if applicable, the copyright owner. In the event of any permitted copying, redistribution or publication of material from the Website, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. The foregoing provisions of this section are for the benefit of Aer.io, its affiliates, third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly on its own behalf or jointly with others. This Agreement does not transfer from Aer.io to you any Aer.io or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Aer.io. Aer.io, Aerbook, Aerbook.com, the Aerbook.com logo, and all other trademarks, service marks, graphics and logos used in connection with Aerbook.com, or the Website are trademarks or registered trademarks of Aer.io or Aer.io’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Aer.io or third-party trademarks. Aer.io in its capacity as a publisher does not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed or published by Aer.io seem to others to be similar to their own creative work. Accordingly, Aer.io requests that your Content does not include any submission of any creative ideas, suggestions, or materials that you might wish Aer.io to consider as a publisher. If you submit unsolicited material to Aer.io in violation of the foregoing (collectively, the “Submissions”), you waive and release any claim or cause of action that you may have against Aer.io or any related or affiliated person or entity or any licensee, successor or assignee of Aer.io in connection therewith. No implied contract is formed between you and Aer.io by virtue of any Submission. None of the Submissions shall be subject to any obligation of confidence on the part of Aer.io and Aer.io shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, you hereby exclusively grant to Aer.io, all now-known or hereafter existing rights to the Submissions of every kind and nature throughout the universe, for use by all means, manners, methods and media, now known or hereafter devised, and Aer.io and its successors and assigns shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.
  2. Attribution and Notice. If we place a logo or any other identification of Aer.io or Aerbook or any legal notice on or in draft versions of your Work, you will not remove it.
  3. Feedback. In the event that you provide suggestions, advice, ideas or other feedback (“Feedback”) to us in conjunction with the Website, we shall be free to use such Feedback without restriction without any need to remunerate or otherwise compensate you.
  4. Changes. Aer.io reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Aer.io may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
  5. Termination. If you fail, or we suspect that you have failed, to comply with any of the provisions of this Agreement, we, at our sole discretion, without notice to you may: (i) terminate this Agreement and/or your Subscription, if any, and you will remain liable for all amounts due under your Subscription up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof). We reserve the right to modify, suspend, or discontinue the Aerbook Service (or any part or content thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should it exercise such rights. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  6. Disclaimer of Warranties. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. AER.IO AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER AER.IO NOR ITS SUPPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT THE WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE WEBSITE AT YOUR OWN DISCRETION AND RISK.
  7. Limitation of Liability. In no event will Aer.io, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Aer.io under this agreement during the twelve (12) month period prior to the date on which the cause of action accrues. Aer.io shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
  8. General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the Aer.io Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
  9. Indemnification. You agree to defend, indemnify and hold harmless Aer.io, its affiliates, contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
  10. Miscellaneous. This Agreement constitutes the entire agreement between Aer.io and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Aer.io, or by the posting by Aer.io of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Tennessee, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Nashville, Tennessee, and you irrevocably submit to such jurisdiction and venue. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Aer.io may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Aer.io Services

Aer.io Affiliate Sales Agreement

This section of this Agreement contains the complete terms and conditions that apply to your participation as an affiliate of Aer.io Retail Network (referred to herein as “Aer.io”) and Aerbook, and the establishment of links from your Website to Aer.io and Aerbook.com.

As used in this Agreement, “we,” “us” or “Aer.io” or “Aerbook” means Aer.io the owner and operator of the aerbook.com and Aer.io services, and “you,” “your” or “Affiliate,” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Marketing Program” means the program managed by or on behalf of Aer.io by which participating entities place links on their Website that connect to the Aer.io website and for which a referral fee is earned.

Term and Termination

The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated as described herein. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Aer.io may withhold final payment for a reasonable time to ensure against cancellations.

Promotion

Aer.io will make available to you, or you will create, subject to our approval, a variety of graphic and textual links and embeddable storefronts and shareable product listings (the “Links” collectively, or “Link” individually) in order to link to Aer.io and its collection of product offerings. You will make use of our tools and services to implement such Links. Each Link will permit recipients to navigate directly to a page on the Aer.io website designated by us via a special tagged link format, whether or not that page appears in a freestanding way in a web browser, or is embedded in your website or shared through any of your social network accounts. No Link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.

You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

Referral Fees

You will earn variable, per item Referral Fees equal to the net sales amount available after deduction, from the actual item sale price, the following costs: marketplace cost of each item sold, payment processing fees, shipment handling fees, if applicable, and Aer.io fees.

For each item you elect to add to your affiliate offerings, you will be presented with a list price and available discount amount. You will be able to discount the selling price of the item to a minimum required sale price which covers all costs of the sale, or to set a price that is higher than the list price. You will earn a Referral Fee on each sale equal to the variable net revenue after any deductions from the sale price you have set. The calculation of the variable Referral Fee for each item that may be potentially sold is available to you within the Aer.io dashboard, and may be modified at any time, provided that you may not offer the item for less than the minimum required price set forth in the Aer.io dashboard by Aer.io.

Aer.io will pay you referral fees (“Referral Fees”) equal to a percentage of the aggregate Net Proceeds received from the sale of Qualifying Purchases actually made from Aer.io. The term “Qualifying Purchases” will mean all books and other products that are purchased by users during a visit to Aer.io’s product pages immediately following navigation to the designated URL through a hypertext link from you under this Affiliate Marketing Program. Referral Fees will not be payable on sales otherwise made from Aer.io and its Aer.io product pages or on product pages arrived at via other affiliates, even if the customer previously made a Qualifying Purchase.

Banking and Payment

You will need to have access to a U.S. bank account in order to receive Referral Fees under this agreement. Aer.io will not transfer commissions in any amount to any non-U.S. bank account or entity, and you will be required to provide a U.S. Social Security number or Tax ID when setting up your account.

Referral fees will be payable on demand when Referral Fees earned by you are in excess of ten dollars ($10.00). In order to initiate payment, you will use the interface in the Aer.io dashboard. All requests for payment are subject to review and approval by Aer.io such approval not to be unreasonably withheld.

User Data and Privacy Policy

You may from time to time receive end user data, including email addresses, contact permissions, product preferences, and related information, provided that end users willingly provide such information and provide permission to your access to it through either opt-in or opt-out agreement to a governing Privacy Policy.

You agree to either a) abide by the provisions of the Aer.io Privacy Policy as set forth online at https://aerbook.com/maker/privacy.html , or b) provide, through the Aer.io or Aerbook dashboard interface where available, a suitable Privacy Policy for review and agreement to by end users. In no event will you misuse, misstate, or violate the terms of the applicable privacy policy agreed to by end-users. Violation of the terms of this provision are grounds for immediate termination of this Agreement, and forfeiture of any Referral Fees that may then be otherwise payable to you hereunder.

Reports

Payments hereunder will be accompanied by reports of sales for which Referral Fees are payable. A running tally of sales and calculation of your total Referral Fees as well as current and unpaid Referral Fees will be available within the Aer.io dashboard, on-demand.

Aer.io eBook Publisher/Supplier Agreement

For publishers and/or eBook suppliers, the Aer.io service provides:

  • Generation, hosting, and end-user delivery of in-browser, marketing-enabled, mobile/social-ready previews.
  • Hosting and delivery of ePub files, with automatically generated .mobi (Kindle) files. Purchase of an eBook grants the end user with the ability to download either format.
  • Optional Aerbook Social DRM is provided free-of-charge. This implements a visible page in each uniquely generated copy of the eBook that includes the buyer’s name and email address, and a hidden watermark within the ePub or .mobi file.

For print books sales, the Aer.io service provides:

  • Integration with Ingram CDF for fulfillment of print purchasers to end users. Books must be available for delivery by Ingram CDF, either in POD or via wholesale, in order for print fulfillment to be supported by Aer.io.

Publisher or Supplier may also operate as an Aer.io Affiliate. Aer.io Affiliate services and terms, including the earning of referral fees for the sale of your own books, in addition to supplier revenue you earn whenever a book is sold by any affiliate, apply.

Pricing and Discounting

The following charges apply to use of Aer.io services:

Retail Title Upload Fee

For all eBook titles uploaded to the Aer.io Retail service, you will be charged a one-time fee per title. You may upload an unlimited number of titles for free during the first 14 days your Aer.io account is active. Such 14 day period will start on the day you upload your first eBook title into the Aer.io Retail service. At any point during the 14 day free trial period you will have the opportunity to end your free trial. If you do not elect to end your free trial, any eBook titles uploaded to the Aer.io Retail service will incur the charges outlined below upon the expiration of the trial period. These title upload charges do not apply to print titles added from the Aer.io catalog to your store’s inventory.

Title Count eBook Title Upload Fee
1-25 $10
26-100 $8
101-500 $6
501-1000 $4
1001-5000 $2

Transaction Fees

For print and eBook sales, Aer.io will sell books to consumers that purchase them from your website. Aer.io will deliver these books to consumers, whether in electronic or print form.  For each sale that occurs from your website, you will be charged a fee in the amount of 15% of the amount of the sale of each eBook. You will also incur a charge of $0.30 for each transaction. Any remaining amount from the sale will be remitted back to you. Each party shall be responsible for any tax liability in incurs for the performance of services under these terms.

Discounting

If you make an eBook available for marketing and sale in the Aer.io retail service, you agree to provide a minimum 30% “Marketplace Discount” to list price. You may also set a higher discount rate, if you choose. At the minimum 30% Marketplace Discount, for example, if your book’s list price is $10.00, you agree to make it available in the Aer.io catalog for others to add to their inventories with a Market Place discount of $3.00 off the list price.

You may also operate as a Store Partner. Store Partner services and terms, as set forth in our Terms of Service, apply. Note that when Publisher acts as a Store Partner, Publisher receives the List Price less Marketplace Discount, plus the marketing referral fee, the same as any other Aer.io Store Partner. The actual amount you will receive will vary according to the sale price.

You may prohibit selling price discount and/ or increase the Marketplace Discount. This means that you may require, for example, that you books may only be sold at list price by any Store Partner.

Plus Title Upload Fee

You may elect to enable the Aer.io Plus Service for any title uploaded in your store. In the event you elect this service, you will be charged $49 per title per year. The Aer.io Plus service enables the setting of links to any other retailer in product pages; email capture within the in-browser preview, and the ability to make a book “private” to your Aer.io Store, i.e., to make it unavailable for sale via any third party Aer.io Store Partner.

Flyer Title Upload Fee

You may elect to enable the Aer.io Flyer” service for any title uploaded into your store.  In the event you elect this service, you will be charged $99 per year per title which enables you to enable downloading of up to 500 copies of the title for purposes of promotional giveaways. The Aer.io Flyer service enables you to set links to any other retailer in product pages, email capture within the in-browser preview, and the ability to make a book “private” to your Aer.io Store, i.e., to make it unavailable for listing by any third party Aer.io Store Partner.

Conversion Fees

If you upload a PDF file into your Aer.io store, you will be charged a fee to convert PDF files to the Aer.io EPUB (fixed layout) format at varying rates based on the number of pages in your PDF files. When you upload the PDF file, the conversion fees for such PDF file will be displayed for you at which time you may elect to incur the fee for the conversion. We cannot support conversions for PDF files greater than 1000 pages at this time.  In the event you upload an EPUB file to your store, you will not be charged a conversion fee.

Premium Publisher/Supplier Services

One-time per-item import fees, when Aer.io imports large catalogs is available. Contact us at aerio@ingramcontent.com for details. You may also email us if you have questions about other services we can provide.

Receiving Your Revenue

Revenue payable to you may be transferred on demand by Publisher to their U.S.-only (currently) bank account if self-service, or periodically via monthly, mailed check, accompanied by standard sales reporting if by contract. Contact us at aerio@ingramcontent.com for details about mailed reports and payments.

Making Payment

Any payment for Aer.io services will be deducted from your credit card and is due at the time services are provided.  In the event payment is not made as agreed, not authorized or is declined, we may discontinue services under these terms until payment is received, or terminate all services if we continue to be unable to collect payment.  Any delinquent accounts may be turned over to a collection agency for the purpose of collecting such unpaid debts. Any collection fees, (including without limitation; attorney fees and costs) will become immediately due and payable by you.

Sales Reporting

Sales reporting is similarly self-service. Whenever you decide to get a report you can. You can download a sales report that lists books sold, date and time, that includes the email address (where provided with permission to contact) for each sale. The report format is a CSV file that can be opened or imported into Excel or other financial software.

Purchaser Email Addresses

You will have access to the email addresses of users that have purchased your products, or provided them in exchange for downloaded samples. We will only provide you with those email addresses of users who have agreed to be contacted. The format is a CSV file that can be viewed in Excel or other spreadsheet software, or imported into an email management or marketing system. It is your responsibility to observe best practices with respect to these addresses, and to inform your customers of your privacy and use practices, and to give them straightforward methods of opting out of your marketing.

License to Metadata

Bibliographic data provided through Aer.io, herein referred to as “Metadata”, shall at all times remain the property of Ingram Book Group Inc. (“IBG”) The Metadata is copyrighted by IBG and Provider acknowledges that IBG has proprietary rights in and retains title to the Metadata. No part of this Metadata may be duplicated in hard copy or machine readable form without prior written authorization from IBG, except that Provider is granted a limited, non-exclusive non-transferable license solely to use the Metadata in the course of using Aer.io. This license shall not include and expressly prohibits the right to copy (except on a limited basis for sale of Content), distribute or sell the Metadata or portions thereof. There are no warranties, expressed or implied, of the Metadata furnished under this section. IBG disclaims the completeness or accuracy of the information contained within the Metadata. Upon termination of this Agreement, Provider will cease using the Metadata and remove such Metadata from any and all sites where the Metadata was used.

Additional Terms

Promotion

Aer.io will make available to you, or you will create, subject to our approval, a variety of graphic and textual links and embeddable storefronts and shareable product listings (the “Links” collectively, or “Link” individually) in order to link to Aer.io and its collection of product offerings. You will make use of our tools and services to implement such Links. Each Link will permit recipients to navigate directly to a page on the Aer.io website designated by us via a special tagged link format, whether or not that page appears in a freestanding way in a web browser, or is embedded in your website or shared through any of your social network accounts. No Link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.

You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that:

  • it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
  • it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
  • the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

Aer.io will remain solely responsible for the operation of the Aer.io websites, including the aerbook.com and Aer.io websites, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT AER.IO AND ITS AERBOOK AND AER.IO WEBSITES MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER AER.IO NOR ITS AFFILIATED COMPANIES WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. AER.IO AND ITS AFFILATED COMPANIES’ ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

Fulfillment and Policy

Aer.io and its affiliated companies will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Affiliate Marketing Program will be deemed customers of Aer.io. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

Intellectual Property Rights

Aer.io hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Aer.io’s trade names, logos, trademarks and service marks (the “Aer.io Marks”) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Aer.io Marks will be subject to Aer.io’s prior written approval.

You hereby grant to Aer.io during the Term, a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between your and our Websites and to use your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.

Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.

Indemnification

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

General Provisions

Nothing in this Agreement will be construed to create a partnership, agency, joint venture or employment relationship between you and us.

In its performance of this Agreement and in the operation of each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.

Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Tennessee. Any action arising hereunder will be brought in the federal or state courts, located in Tennessee.

Any notices under this agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via certified mail, return receipt requested. Notices VitalSource Technologies Inc., Attn: Legal Department, 1 Ingram Blvd. La Vergne, TN  37086.

You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.