Terms of Use

These Terms of Use ("Terms") form a binding legal agreement between you ("you", "your", "Customer") and Inkwell Shift ("we", "us", "our") for your access to and use of the Inkwell Shift website, web application, embeddable reader, desktop reader applications, APIs, and related services (collectively, the "Service").

By creating an account, subscribing to a plan, embedding our reader on a third-party site, or otherwise using the Service, you (i) acknowledge that you have read and understood these Terms, (ii) agree to be bound by them, and (iii) represent that you have the legal authority to enter into this agreement on behalf of yourself or any entity you represent.

If you do not agree, do not use the Service.

You must be at least the age of legal majority in your jurisdiction to use the Service. By using the Service, you represent that you meet this requirement and that any information you provide during registration is true, accurate, current, and complete.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorised access or suspected breach. We are not liable for any loss arising from your failure to keep your credentials confidential.

We may require additional verification for billing changes, account recovery, or sensitive operations. We may refuse, suspend, or terminate account access where we reasonably believe an account has been compromised or is being misused.

You agree not to use the Service to:

• upload, host, or distribute content that infringes the intellectual-property rights of any third party, including copyrighted material you are not licensed to publish;
• upload, host, or distribute content that is unlawful, defamatory, obscene, harassing, hateful, deceptive, or that depicts the exploitation of minors;
• attempt to gain unauthorised access to the Service, its underlying infrastructure, or other users' accounts and data, including by scanning, probing, scraping, reverse- engineering, or load-testing without explicit written consent;
• circumvent or attempt to circumvent plan-based feature gating, quota enforcement, billing controls, or other technical safeguards;
• transmit malware, viruses, worms, or any other malicious code;
• use the Service to send unsolicited communications, host phishing pages, or facilitate fraud;
• resell, sublicense, or otherwise commercially exploit the Service outside the scope of your subscription plan;
• interfere with, disrupt, or impose an unreasonable load on the Service or any related infrastructure.

We may, at our sole discretion and without prior notice, remove content or suspend or terminate accounts that we reasonably believe violate these rules. Severe violations may be reported to law-enforcement authorities.

You retain all ownership rights in the PDF files, text, images, audio, overlays, notes, and other content you submit to the Service ("Your Content").

To operate the Service, you grant us a worldwide, non-exclusive, royalty-free, fully paid licence (with the right to sublicense to our infrastructure providers) to host, store, reproduce, transcode, render, transmit, display, distribute, and otherwise process Your Content solely as necessary to provide the Service to you and to the recipients you designate (such as readers of books you publish or embed). This licence terminates when Your Content is deleted from the Service, except to the extent it persists in backups, security logs, or aggregated analytics, or where retention is required by applicable law.

You represent and warrant that (a) you own all rights in Your Content, or have all rights necessary to grant the above licence, and (b) Your Content does not violate these Terms or any applicable law.

Paid plans are billed in advance on a recurring basis (monthly, yearly, or as otherwise specified at checkout). By subscribing, you authorise our payment processor to charge your chosen payment instrument for the applicable fees, plus any taxes (including VAT, GST, sales tax, or other applicable taxes), until you cancel.

Fees, available features, and quotas may change. Material changes to recurring fees will be communicated to active subscribers with reasonable notice; continued use of the Service after the change takes effect constitutes acceptance.

All sales are final. Subscription fees are non-refundable in whole or in part, including (without limitation) for partial billing periods, unused features, forgotten cancellations, or downgrades. See our Refund Policy for the complete statement.

Failure to pay any due amount may result in immediate suspension or termination of paid features.

You may cancel a paid plan at any time from your billing settings. Cancellation takes effect at the end of your current billing period; you retain access to paid features until that date and are not charged for the next period.

We may suspend or terminate your account or any part of the Service, with or without notice, if you breach these Terms, fail to pay, abuse the Service, or for any other reason at our reasonable discretion. Upon termination, your right to access the Service ends immediately, and we may delete Your Content and account data after a reasonable grace period.

Sections 5 (Your Content), 6 (Subscriptions & Fees), 8 (IP), 9 (Disclaimers), 10 (Liability), 11 (Indemnification), 12 (Governing Law & Disputes), and any other provisions which by their nature should survive termination, will survive.

The Service, including all software, designs, trademarks, logos, and documentation, is owned by us or our licensors and is protected by intellectual-property and other applicable laws. Except for the limited rights expressly granted in these Terms, no rights, title, or interest in the Service are transferred to you. You may not copy, modify, reverse-engineer, decompile, or create derivative works of the Service except to the extent such restrictions are prohibited by law.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the above limitations apply only to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Inkwell Shift, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to (a) Your Content, (b) your violation of these Terms, (c) your violation of any third-party right (including intellectual-property and privacy rights), or (d) your violation of applicable law.

These Terms are governed by the laws of the jurisdiction in which we are registered, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms or the Service will be resolved exclusively by binding arbitration on an individual basis, except that either party may seek equitable relief in court for actual or threatened infringement of intellectual-property rights. You waive any right to participate in a class action, class arbitration, or consolidated proceeding to the extent permitted by law.

We may revise these Terms from time to time. We will update the "Last updated" date at the top of this page and, for material changes, provide reasonable notice through the dashboard or via email. Continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service.

These Terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is held unenforceable, the remaining provisions will remain in full force.

Our failure to enforce a right or provision is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign them freely. These Terms are binding on the parties' successors and permitted assigns.

Questions about these Terms can be emailed to us at info@inkwell-shift.com and we answer legitimate enquiries in good faith and within a reasonable time.