Glassboxx Software License Agreement

These are the terms and conditions of use for Glassboxx (this “Service”), a product owned and developed by Glassboxx Limited in relation to the supply of software services.

This Software License Agreement, including the Sign-up Form, which, by this reference is incorporated herein (this "Agreement"), is a binding agreement between Glassboxx Limited ("Licensor") and the person or entity identified on the Signup Form as the licensee of the Software.

Whereas, Licensor grants access to the software and related services for conducting audio and eBook sales, distribution or rental to businesses on the Internet with DRM capabilities provided by a service known as "Glassboxx" including the sale, distribution and listings on glassboxx.shop and the Glassboxx apps on iOS and Android stores (hereinafter referred to as the “Service”).

Whereas, Licensee desires to utilise these Services, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Licensor shall provide the software and related services solely on the terms and conditions set forth in this agreement and on the condition that vendor accepts and complies with them.

By clicking the "accept" box on the Sign-up form on www.glassboxx.co.uk, you (a) accept this agreement and agree that Licensee is legally bound by its terms; and (b) represent and warrant that you are legally able to enter into a binding agreement in the country in which you reside; and if Licensee is a corporation, governmental organization or other legal entity, you have the right, power and authority to enter into this agreement on behalf of Licensee and bind Licensee to its terms. If Licensee does not agree to the terms of this agreement, licensor will not and does not license related software and services to Licensee and you must not access or further use the software, services or documentation.

DEFINITIONS

(1) "Licensor" is the person or entity identified on the Sign-up form as the service provider being Glassboxx Limited (hereinafter known as Licensor).

(2) "Licensee" is the person or entity identified on the Sign-up form as the "vendor or Vendor +".

(3) "Service" means the fulfilment of digital content (eBook and audiobook), with encryption, to end-users via applications on iOS, Android and desktop.

(4) "Agreement" The Software License Agreement, including the Sign-up form which by this reference is incorporated herein (this "Agreement"), is a binding agreement between Glassboxx Limited ("Licensor") and the person or entity identified on the Sign-up form as the vendor of the Software ("Licensee").

(5) "Glassboxx" is the product name for the “Service”.

(6) “Intellectual Property Rights” means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) Patents, Trademarks Trade Names, registered design for the protection or registration of these rights and all renewals and extensions thereof, throughout the world.

(7) "Cookie" means a small file placed on a computer or device by www.glassboxx.co.uk and/or when certain features are used on the site.

(8) “Digital Rights Management” (DRM). Software that restricts the illegal copying and distribution of audio and eBook files based on Readium LCP (“Licensed Content Protection”): a vendor-neutral interoperable DRM ecosystem for eBooks and other digital publications, with public specification and open-source software.

(9) “Authorised Users” refers to the end-user customers accessing the Licensee’s content via the applications.

1. PERMISSION TO USE THE SERVICE

Licensor hereby permits the Licensee identified on the Sign-up form attached hereto a limited, non-exclusive and non-transferable license, without right of sublicense, during the term to access and to permit Authorised Users to use the Service, subject to the terms and conditions of this Agreement. All rights in the Service not expressly granted hereunder are reserved.
Scope. The license granted to Licensee hereunder is limited to Authorised Users of the application for the display and retrieval of the Service. By using these and associated Services, Licensee agrees to be bound by the terms of all end user licenses.

2. FEES, PAYMENT TERMS AND INVOICING

2.1 Glassboxx Pricing

Licensees fall under two categories:

Vendor: where the Licensee’s website already has eCommerce, and the embedded software will leverage existing eCommerce infrastructure to provide the Service.

Vendor monthly costs are based on a sliding commission on Licensee’s own digital sales (eBooks and audiobooks). A gratis fulfilment cost applies at a rate of £0.20/title.

Vendor+: where the Licensee’s website does not have eCommerce, and the Licensee will use eCommerce infrastructure provide by Licensor to implement the Service.

Vendor+ monthly costs are based on a 20% flat rate commission on all sales made through the Service. No minimum monthly cost applies. A gratis fulfilment cost applies at a rate of £0.20/title.

The table below outlines the percentage commission for both Vendor and Vendor+.

Monthly Sales

Vendor Commission

Vendor + Commission

£0-£2000

20% on total monthly sales

 

 

20% flat rate on total monthly sales

£2000 - £5000

18% on total monthly sales

>£5000

16% on total monthly sales

2.2 Payment Terms and Invoicing

Vendor: Licensor will raise monthly invoices for commissions due, according to the sales brackets outlined within the table under 2.1. Payment terms are strictly 30 Days from date of invoice.

Vendor+: Licensor will issue a monthly statement for commission due and a monthly self billing invoice. Payment will be made into Licencee’s bank account within 30 days of month end following month of sale.

The Licensee is responsible for all activities and charges resulting from Licensee’s use of the Service. Licensee agrees to pay all fees and charges incurred by Licensee, as confirmed under 2.1, and acknowledges that no refunds will be given by Licensor in the event that Licensee’s account is terminated by Licensor or Licensee mid-term. In the event of a breach of security that is not caused by the

Licensor, the Licensee will remain liable for any unauthorised use of the Services until Licensee notifies Licensor by sending an e-mail with account information to glassboxxsales@firstygroup.com. All orders are subject to acceptance and the availability to provide the service ordered. Glassboxx is entitled to refuse any order placed by the Licensee.

In resolution of any disputes regarding the charges resulting from the Licensee’s use of the Service, the billing and accounting records of Licensor will be deemed the only worthy evidence.
[Current rates for using the Service may be obtained on our web site at www.Glassboxx.co.uk]

Licensor reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time. In addition, Licensor may institute special trial offers, from time to time, that shall be reflected in the confirmation email sent to Licensee upon Sign-up.

If Licensor does not receive the full amount of Licensee’s Service account balance within 30 days of invoice date, a late charge equal to 1.5% per month or highest amount allowed by law per month will be added to Licensor's bill and shall be due and payable. Licensee shall also be responsible for all Legal fees and collection fees arising from Licensor's efforts to collect any unpaid balance of Licensee’s account(s), and Licensor reserves the right to terminate Licensee’s account immediately without further notice to Licensee.

All services renew automatically. Licensee may opt out of automatic renewals by contacting accounts@firstygroup.com.

Licensee will be responsible for, and will promptly pay all sales, use, local taxes, value-added or similar taxes, assessments, or duties imposed by any governmental agency based on or with respect to any Services or goods provided by Licensor to Licensee.

3. COPYRIGHT PROTECTION, ACCOUNT MANAGEMENT, USE RESTRICTIONS

The Licensee agrees that the Service and related software, including without limitation the Licensor’s editorial coding and Licensor metadata contained therein, are the Intellectual Property Right of the Licensor; and any sub-licensor's works and databases found on this Service are protected by applicable copyright laws.

The Licensee agrees that only Authorised Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of Licensee or independent contractors consulting for Licensee in the ordinary course of Licensee’s business may be Authorised Users.

Licensee shall not reverse engineer, decompile or disassemble any part of the Service. Licensee further agrees that neither Licensee nor any Authorised User shall store copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of Licensee, without Licensor’s express prior written consent; provided, however, that Authorised Users may, on an occasional basis in the normal course of business, include limited portions of the Service:

a) in oral communication and with proper attribution to the respective Service

b) in non-electronic written communications with clients and other employees, and

c) in email and instant messaging communications with other employees and/or securities professionals.

Without limiting the foregoing, under no circumstances shall distribution under this section by Licensee be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself. Licensee agrees that when using the Service in this way, the facts, content and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service or Licensor.

If Licensee believes that their intellectual property rights, including but not limited to copyright, have been infringed by another user of these services please consult Glassboxx Limited and report the offending conduct.

Licensee shall be solely responsible for all content made available through the Service, and shall at all times be subject to the terms of this Agreement and terms of use.

Licensee warrants that its content hosted on the Licensor service (i) will conform to the services of this agreement and terms of use (i) will not infringe and will not contain any content that infringes on or violates any international or domestic copyright, patent or any other third-party right; and (ii) will not contain any content which violates any applicable international or domestic law, rule or regulation.

Licensee acknowledges the importance of not sharing their log-in information with third-parties or other users. At such time Licensee believes ANY unauthorised use of their account and these Services has been made, they will immediately inform Licensor of suspected breach.

Licensor shall have no obligations with respect to the content available on or through the Service, including, but not limited to, any duty to review or monitor any such content which may violate any applicable international or domestic law, rule or regulation. Licensor reserves the right to block any Licensee that violates any of the above-stated terms, or which in Licensor's sole discretion, Licensor deems objectionable or offensive, or otherwise violates a law or Licensor policy, or, in the alternative, to terminate this Agreement.

Licensee acknowledges that in providing the Service, Licensor utilises: (a) the name, logo and domain name of the product names associated with the Service and other trademarks; (b) certain audio and visual information, documents, software and other works of authorship; and (c) other technology, hardware, products, processes, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information and that the Licensor Technology is covered by intellectual property rights owned or licensed by Licensor. Other than as expressly set forth in this Agreement, no license or other rights in the Licensor IP Rights are granted to Licensee, and all such rights are hereby expressly reserved.

A breach of any of these terms, or any section of this Agreement will result in suspension of service without notice or refund.

4. UPTIME, SERVICE SUSPENSIONS, AND EXCLUSIONS

Licensor will use commercially reasonable efforts to make the Service available with a service uptime percentage of at least 99% during a service year.

You acknowledge that your access to and use of the Services may be temporarily suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions.

We shall be entitled, without any liability to you, notwithstanding our service year uptime commitments, to suspend access to any portion or all of the Services at any time, on a Service wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; (c) due to factors that are outside our reasonable control, including any force majeure event or Internet-wide disruption or related problems beyond the demarcation point of the Services; (d) that are caused by you or any third party; (e) that result from the failure of your equipment, software or other technology and/or third party equipment, software or other technology; (f) that arise from our suspension and termination of your right to use the Services in accordance with this Agreement. We shall have no liability whatsoever for any damage, liabilities, losses or any other consequences that you may incur as a result of disruption due to any Excluded Service Suspensions. To the extent we are able, we will endeavour to provide you email notice of any planned Excluded Service Suspensions.

5. COOKIE TECHNOLOGY

The Licensor's website glassboxx.co.uk uses cookies and similar technologies in order to distinguish between users. Licensee is invited to read the Glassboxx Cookie Policy carefully and ensure that it is understood. The Licensee acceptance of Glassboxx Limited's Cookie Policy is deemed to occur if Licensee continues to use Glassboxx when pressing 'Accept' button on the site's Cookie popup.
Full details of the Glassboxx cookie policy can be found on the site and for further information you can contact dpo@firstygroup.com. A breach of any of these terms, or any section of this Agreement can result in suspension of service without notice or refund.

6. WARRANTIES

Access to the system is provided "as is" and licensor makes no warranties, representations, or guarantees as to merchantability, fitness for any particular purpose or otherwise with respect to the system, its content, any information stored therein or obtained thereby. Technical difficulties could be encountered in connection with the system. These difficulties could involve, among others, failures, delays, malfunctions, software erosion or hardware damage, software or communication link inadequacies or other causes. Such difficulties could lead to possible economic and/or data loss. In no event will licensor or any of their affiliates, employees, officers or directors be liable for any possible loss, cost or damage including, without limitation, consequential damages which might occur as a result of orarising out of using, accessing, installing, maintaining, modifying, deactivating or attempting to access the system or otherwise.

7. DISCLAIMER OF LIABILITY

In no event will licensor or its affiliates, or any of its or their respective licensors or service providers, be liable to the Licensee for any use, interruption, delay or inability to use these services or related software. The Licensee is provided these services and related software pursuant to the software license agreement between licensor and licensee, solely for the benefit of licensee and at licensee's discretion. As Licensee you acknowledge that you have no rights under the agreement including any rights to enforce any of its terms. Any obligation or liability licensor or its affiliates, or any of its or their licensors or service providers, may have with respect to Licensee’s use or inability to use the software shall be solely to licensee pursuant to that agreement and subject to all limitations of liability set forth therein.

8. TERM AND TERMINATION

(a) This Agreement shall commence on the Effective Date when the client signs up and shall, subject to the provisions of sections 8(b) and 8(c), remain in force until terminated by either party.

(b) If either party commits a material breach of any provision of this Agreement, the non-breaching party may terminate this Agreement provided that the breaching party has not resolved the material breach within fourteen (14) days of its receipt of written notice of the breach.

(c) This Agreement may be terminated by notice in writing by a party if any of the following events affect the other party: if it shall present a petition or have a petition presented by a creditor for its winding up or shall enter into liquidation (other than for the purpose of reconstruction or amalgamation), shall call any meeting of its creditors, shall have a receiver of all or any of its undertaking or assets appointed, shall have an examiner appointed over all or any of its undertaking or assets or shall be deemed by virtue of the relevant statutory provisions under the applicable law to be unable to pay its debts, or shall cease to carry on business or suffer any procedure equivalent to those hereinbefore detailed under any applicable law.

(d) The expiry or termination of this Agreement shall be without prejudice to the rights of the parties accrued up to the date of such expiry or termination. Notwithstanding the expiry or termination of this Agreement, the Licensor shall be entitled to fulfil all orders placed via the Service as at that expiry or termination and all rights granted by the Licensor to other parties, including end users, shall remain in full force and effect. Subject to the foregoing, the Licensor shall have no further or continuing right to resell via the Service after the expiry or termination of this Agreement.

9. INDEMNIFICATION

(a) Licensee Infringement Indemnity. Licensee, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third party claims for damages, judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable legal fees, finally awarded by a court of United Kingdom jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor's use of any Licensee content that Licensee provides to Licensor and Licensor uses in the provision of any Services.

(b) Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Licensee harmless from and against any and all third party claims for damages, judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable legal fees, finally awarded by a court of United Kingdom jurisdiction, after all rights of appeal are exhausted, against Licensee which directly relate to a claim, action, lawsuit, or proceeding made or brought against Vendor by a third party alleging the infringement or
violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Licensee Claim”) by way of Licensee’s use of the Service that Licensor provides to Licensee.

10. NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed to create any partnership, agency, joint venture or fiduciary relationship between the Licensor and the Client for any purpose.

11. GOVERNING LAW AND JURISDICTION

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales as regards any dispute or proceedings arising out of or in connection with this Agreement.

12. CONFIDENTIALITY AND DATA PROTECTION

Glassboxx Limited is committed to ensuring data security is fair and transparent processing of its customers’ data. Any personal information that is shared with Glassboxx Limited will be protected and respected. We collect information when you register with us or place an order or services from Glassboxx Limited. Glassboxx Limited also collect information when a customer survey is completed, feedback is provided, when comments are made or when customer signs up for newsletter or information. Some of the information will be given to Glassboxx Limited when an email in provided and some will be collected via Cookies.

Only members of Glassboxx or its approved suppliers can access the information. Information is protected in a range of ways including secure servers, firewalls and SSL encryption.

Glassboxx will not share your information for marketing purposes with companies outside Glassboxx Limited.

Glassboxx's comprehensive Data Protection Policy can be found and accessed at the Glassboxx website, or by contacting our DPO at dpo@firstygroup.com. This policy sets out how we will treat the data which you (Licensee) provide to us (Licensor) in compliance with the Data Protection Regulations (GDPR). These Terms are governed by the laws of England and Wales and will be interpreted in accordance with the English courts. The English courts shall have exclusive jurisdiction to settle any claim or dispute which might arise out of or in connection with these terms and conditions.

Questions regarding the terms of this Agreement referenced herein, may be directed to info@firstygroup.com.