These Terms of Service (the “Terms”) are a binding agreement between NextPanel Studios, LLC d/b/a PubVault (“Company,” “we,” “us,” or “our”), the provider of the PubVault publishing-operations platform (the “Service”), and the entity or individual that subscribes to or uses the Service (“Customer,” “you,” or “your”). By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are accepting on behalf of a company or other organization, you represent that you have authority to bind that organization and “you” refers to that organization.
If you do not agree to these Terms, you must not access or use the Service.
1. The Service
PubVault is a hosted software-as-a-service application designed for book-publishing operations, including sales tracking, royalty calculation, author payouts, contract management, release-pipeline tracking, advertising spend analysis, file storage, and related reporting and analytics. Each Customer is provisioned its own dedicated instance of the Service.
We may modify, add to, or remove features of the Service at any time. We will use commercially reasonable efforts not to materially reduce the core functionality of a paid tier during an active billing period.
2. Eligibility and Accounts
The Service is intended for business use by publishing companies, literary agents, authors, and similar professionals. You must be at least 18 years old and capable of forming a binding contract to register for an account.
You are responsible for:
- Maintaining the confidentiality of all usernames, passwords, and API credentials used to access your instance;
- All activity that occurs under your account or within your instance, whether or not authorized by you;
- Promptly notifying us of any known or suspected unauthorized use of your account or any other breach of security;
- Ensuring that all users you grant access to (including Admin, Editor, and Viewer roles) comply with these Terms.
We may refuse registration, suspend accounts, or remove users at our discretion where we reasonably believe these Terms have been violated.
3. Subscription Plans, Fees, and Payment
3.1 Plans
The Service is offered under tiered subscription plans, which may include an Author tier, Pro tier, and Enterprise tier. Each tier has its own fees, storage limits, and feature set, as described on our website or in a signed order form at the time of subscription. We may update plan features, storage limits, and pricing from time to time; changes apply to renewal terms unless otherwise stated.
3.2 Fees and billing
Unless otherwise stated in an order form, subscriptions are billed in advance through our payment processor, Stripe, Inc. (“Stripe”). You may choose a monthly or annual billing cadence at checkout, and may change your cadence at renewal. Annual plans may be offered at a discount relative to the equivalent monthly rate, as reflected at checkout. You authorize us and Stripe to charge the payment method on file for all applicable fees, including taxes.
3.3 Automatic renewal
Subscriptions renew automatically at the end of each billing period at the then-current rate unless cancelled before the renewal date. You may cancel renewal at any time via your account or by contacting us at the address in Section 18.
3.4 Late payments
If a charge is declined or a payment is overdue, we may suspend access to the Service until the balance is paid. Repeated non-payment is grounds for termination under Section 13.
3.5 Taxes
Fees are exclusive of any sales, use, VAT, GST, withholding, or similar taxes. You are responsible for all such taxes associated with your subscription, other than taxes based on our net income.
3.6 Refunds
Except where required by applicable law, fees are non-refundable. We do not provide refunds or credits for partial subscription periods, unused storage, or features you choose not to use.
4. Customer Data
4.1 Ownership
As between you and us, you own all data, content, files, and other information you or your users submit to, upload to, or generate within the Service, including author records, book metadata, sales data, contracts, manuscripts, cover art, marketing assets, and related materials (collectively, “Customer Data”).
4.2 License to us
You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely to the extent necessary to provide, maintain, secure, and improve the Service, to comply with law, and to enforce these Terms.
4.3 Your responsibilities
You represent and warrant that:
- You have all rights, consents, and authorizations necessary to submit the Customer Data to the Service and to grant the license above;
- Customer Data and your use of the Service will not violate any law, contract, or third-party right, including privacy, publicity, and intellectual-property rights;
- You have provided all notices and obtained all consents required for any personal data of authors, payees, employees, or other individuals that you upload.
4.4 Our data protection commitments
We commit to the following in our handling of Customer Data, as further described in our Privacy Policy:
- Encryption in transit. All connections to the Service are protected by TLS; we do not permit unencrypted access.
- Encryption at rest. Customer Data, including uploaded files, database records, and backups, is stored in encrypted form at rest on our hosting infrastructure.
- Per-customer instance isolation. Each customer is provisioned a dedicated, single-tenant instance of the Service with its own application environment and its own dedicated database. Customer Data is never commingled across customers.
- No sale, distribution, or unauthorized use. We will not sell, rent, lease, license, distribute, or otherwise disclose Customer Data to any third party, for any reason, without your express knowledge and consent. We will not use Customer Data for any purpose other than providing, securing, and improving the Service; any new or materially different use requires your express, informed consent in advance. The only disclosures we make are to the subprocessors identified in our Privacy Policy, to third-party integrations you authorize, or where required by law. We will not “share” personal information for cross-context behavioral advertising as defined under California law.
- No AI training on Customer Data. We will not use Customer Data to train artificial-intelligence or machine-learning models, whether our own or those of any third party.
- Breach notification. If we become aware of a security incident that has resulted in, or is reasonably likely to have resulted in, unauthorized access to, disclosure of, or loss of Customer Data, we will notify affected customers within twenty-four (24) hours of confirming the incident and will cooperate reasonably with the customer to meet its own notification obligations.
4.5 Backups and loss
We perform routine backups of hosted databases, but you are responsible for maintaining your own copies of Customer Data via the Service's export and backup features. We are not liable for loss of Customer Data except to the extent caused by our gross negligence or willful misconduct.
5. Acceptable Use
You agree not to, and not to allow any user or third party to:
- Use the Service in violation of any applicable law, including export-control, tax, privacy, financial, or intellectual-property laws;
- Upload material that is infringing, defamatory, obscene, harassing, or otherwise unlawful;
- Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service, other Customer instances, or the underlying infrastructure;
- Reverse engineer, decompile, or attempt to discover the source code of the Service, except to the extent this restriction is prohibited by law;
- Use the Service to build or support a competing product or to benchmark performance for publication without our prior written consent;
- Send unsolicited commercial communications, malware, or similar harmful code through or to the Service;
- Use the Service in a way that could overload, impair, or circumvent its rate limits, storage limits, or other technical restrictions.
6. Third-Party Services and Integrations
The Service is hosted on Railway and uses Stripe for subscription payments. These are our only subprocessors; they are described in our Privacy Policy.
In addition, you may choose to connect the Service to third-party services you use, such as advertising platforms (for example, Amazon Ads or Meta/Facebook Ads) or to import reports from data sources (such as Amazon KDP sales reports). When you authorize such a third-party integration, for example through an OAuth flow, you authorize us to access, store, and use information from that service on your behalf as necessary to provide the functionality you request.
Your use of third-party services is governed by the terms and privacy policies of those third parties. We are not responsible for the availability, accuracy, or content of any third-party service, and we make no warranties regarding them. If a third-party service changes its terms, limits, or availability, we may suspend, modify, or remove the related integration.
7. Intellectual Property
The Service, including its software, design, user interface, documentation, and all related intellectual-property rights, is owned by Company or its licensors and is protected by copyright, trademark, and other laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription solely for your internal business purposes.
No rights are granted to you except those expressly set out in these Terms. All rights not expressly granted are reserved by Company and its licensors.
If you provide suggestions, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.
8. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including Customer Data, pricing, product roadmaps, and technical information about the Service. Each party will use the other's Confidential Information only to perform its obligations and exercise its rights under these Terms, and will protect it using at least the same degree of care it uses for its own similar information (and in no case less than reasonable care).
Confidential Information does not include information that (a) was lawfully known before disclosure, (b) is or becomes publicly available without breach, (c) is rightfully received from a third party without duty of confidentiality, or (d) is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information if required by law, provided that the disclosing party gives reasonable prior notice where permitted.
9. Service Availability and Support
We will use commercially reasonable efforts to keep the Service available, but we do not guarantee uninterrupted or error-free operation. The Service may be unavailable from time to time due to maintenance, upgrades, third-party outages, or events beyond our reasonable control.
We provide customer support by email at the address in Section 18 during our normal business hours. Additional support levels may be available with Pro or Enterprise plans as described in the applicable order form.
10. Privacy
Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge the Privacy Policy and confirm that you have provided any notices and obtained any consents necessary for us to process personal data on your behalf.
11. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT ROYALTY, CURRENCY-CONVERSION, TAX, OR ANALYTIC CALCULATIONS WILL BE FREE OF ERRORS; OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. OUTPUTS OF THE SERVICE ARE NOT LEGAL, ACCOUNTING, TAX, OR FINANCIAL ADVICE, AND YOU ARE RESPONSIBLE FOR VERIFYING ALL CALCULATIONS AND REPORTS BEFORE RELYING ON THEM.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (a) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (b) YOUR PAYMENT OBLIGATIONS, OR (c) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
13. Indemnification
You will defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your Customer Data, (b) your use of the Service in breach of these Terms or applicable law, or (c) your violation of any third-party right, including intellectual-property, privacy, or publicity rights.
We will defend you against any third-party claim alleging that your permitted use of the Service infringes a valid U.S. intellectual-property right, and will pay amounts finally awarded by a court of competent jurisdiction or agreed in settlement, provided you promptly notify us of the claim, give us sole control of the defense and settlement, and cooperate reasonably. This obligation does not apply to claims arising from Customer Data, your modifications to the Service, or your combination of the Service with products or services not provided by us.
14. Term and Termination
14.1 Term
These Terms begin when you first accept them or begin using the Service, and continue until all subscriptions have expired or been terminated.
14.2 Termination for convenience
You may cancel your subscription at any time through your account or by contacting us. Cancellation takes effect at the end of the current billing period.
14.3 Termination for cause
Either party may terminate these Terms and all subscriptions for cause if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice. We may suspend or terminate the Service immediately if we reasonably believe your use poses a security risk, exposes us to legal liability, or violates Section 5 (Acceptable Use) or Section 3.4 (Late Payments).
14.4 Effect of termination
Upon termination, your right to access and use the Service ends. For thirty (30) days after termination, we will make Customer Data available for export in a commercially reasonable format. After that period, we may delete Customer Data from active systems; residual copies may remain in backups until they expire in the ordinary course. Sections intended by their nature to survive (including Sections 4.1, 7, 8, 11, 12, 13, 15, 16, and 17) survive termination.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Virginia, USA, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Arlington County, Virginia for any dispute not subject to arbitration or small-claims court. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Informal resolution. Before filing any claim, the parties will attempt in good faith to resolve the dispute by contacting each other using the contact information in Section 18 and allowing thirty (30) days for informal resolution.
Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures, or, for disputes involving amounts in controversy of $250,000 or less, its Streamlined Arbitration Rules. The arbitration will be conducted by a single arbitrator in Arlington, Virginia, in the English language. The arbitrator's award will be final and binding, and judgment may be entered in any court of competent jurisdiction. The arbitrator may award any relief that a court could award, except that the arbitrator has no power to award punitive or exemplary damages or to consolidate claims without the parties' written consent.
Class-action waiver. The parties agree that any dispute will be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The parties waive any right to a jury trial. If the class-action waiver is found unenforceable as to any claim, that claim will be severed and heard in court; the remainder of this Section 15 will continue to apply.
Exceptions. Either party may bring an action in small-claims court for claims within its jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual-property rights or breach of confidentiality obligations.
16. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will provide notice by email to the address associated with your account or by a conspicuous in-product notice at least thirty (30) days before the change takes effect, unless the change is required sooner to comply with law. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you may cancel your subscription before the change takes effect.
17. General
Entire agreement. These Terms, together with the Privacy Policy and any order form signed by the parties, are the entire agreement concerning the Service and supersede all prior agreements on that subject.
Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of Company. We may assign these Terms freely. Any prohibited assignment is void.
Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, labor disputes, internet or utility outages, denial-of-service attacks, or actions of third-party infrastructure providers.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Severability and waiver. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. A party's failure to enforce any right is not a waiver of that right.
Notices. Legal notices to us must be sent to the contact address in Section 18. Notices to you may be sent to the email address associated with your account or posted in the Service.
Export and sanctions. You represent that you are not located in a country subject to a U.S. government embargo and are not on any U.S. government list of prohibited or restricted parties, and you will comply with all applicable export-control and sanctions laws in your use of the Service.
18. Contact
If you have any questions about these Terms or need to send a legal notice, please contact us at:
NextPanel Studios, LLC d/b/a PubVault
Attn: Legal
1805 Crystal Drive #908S
Arlington, VA 22202
Email: support@pubvault.co