1. Subscription Services
This Agreement sets forth the terms and conditions governing Glance Networks’ (“Glance”) performance and delivery of its service (“Service”) described in any associated Subscription Contract (“Contract”). Customer may subscribe to and purchase the Service by executing a Contract setting forth the applicable Service subscription period (“Subscription Period”) subject to the terms and conditions of this Agreement. Service is for Customer use only, and not for the purpose of redistribution or resale of the Service; Customer may not resell service to third party individuals and entities. Each Contract will be subject to this master agreement, notwithstanding any inconsistent or additional provisions contained therein. The application of this master agreement is automatic and unvariable without the express contrary agreement of both parties. Contracts will be governed only by the terms and conditions of this Agreement and any different or additional terms in any other document are deemed inapplicable. No Agreement or Contract is binding unless or until it is accepted by Glance in writing.
2. Glance Lite and Professional Subscriptions
Customer shall provide all user information reasonably necessary to enable Glance to create a profile for the person for whom Customer wishes to have access to the Service, pursuant to this Agreement (“Subscriber”). During the Term of this Agreement, Customer may: i) designate one (1) Glance web page address for each Subscription, and ii) initiate one (1) Glance session at a time for each Glance Personal Subscription to the Service. Customer is responsible for updating any and all information related to Subscriber in its Customer account.
3. Term
The term of this Agreement (“Term”) commences on the Commencement Date as set forth in the Contract. The Agreement and any associated Contract shall continue and renew automatically at the end of the Renewal Period (“Period”), unless either party notifies the other of its intent to terminate this Agreement by providing the other party written notice of termination at least thirty (30) days prior to the end of any term of the Agreement or of any Service period or immediately, in Glance’s sole discretion, if Customer breaches the Agreement. Contracts commence on the Commencement Date indicated in the Contract. Monthly subscriptions unless earlier terminated, shall continue and renew automatically each month. Yearly subscriptions, unless earlier terminated, shall continue and renew each year. Service fees and charges are nonrefundable.
4. Payments and Amendments
Glance reserves the right to suspend or terminate the Service immediately after the due date of a correctly rendered and non-contested invoice in the event that Customer fails to pay Glance by the due date. Glance may change the fees and charges then in effect, or add new fees or charges, whenever Contract renews, with thirty (30) days notice.
The fees payable to Glance by Customer shall be exclusive of all governmental, federal, state or local excise, sales, value-added, use and other taxes now or hereafter levied or imposed on the Service provided under this Agreement. Customer agrees to pay or have paid all fees and charges incurred in connection with Service (including any applicable taxes) at the rates in effect when the charges were incurred. Customer is responsible for any fees or charges incurred to access Service through an Internet access provider or other third party service.
4.1 Credit Card Billing. As specified in the Contract, periodic fees for the Subscription Period will be billed automatically to the credit card provided to Glance prior to the Commencement Date and prior to each subsequent Subscription Renewal Period. Payments are due prior to activation of the Service.
Unless otherwise stated, as a condition to the right to use the Service, Customer must provide a valid credit card number belonging to Customer with available credit sufficient to pay the applicable Service fees. In the event that Customer cancels this credit card or it is otherwise terminated, Customer must immediately provide Glance with a new valid credit card number. Customer authorizes Glance, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Customer does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Customer will be in violation of this Agreement, and Glance may terminate this Agreement with Customer immediately. Glance does not accept debit cards for payment of Service Fees. In the event that Customer provides a debit card number instead of a credit card number, Customer authorizes Glance to make all charges described in this Agreement to Customer’s debit card account. CUSTOMER, AND NOT GLANCE, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO CUSTOMER CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY CUSTOMER.
4.2 Purchase Order Billing. Purchase order billing is available only to qualified customers and may be subject to additional processing fees. Periodic fees for the Subscription Period as specified in the Contract, will be billed automatically to the purchase order designated to Glance prior to the Commencement Date of the initial Subscription Period and at the start of each Subscription Renewal Period. Payments are due prior to activation of the Service. Purchase order invoices are due and payable, in U.S. dollars, within fifteen (15) days of the Commencement Date of any Subscription Period.
4.3 Trial Offers, Coupons, Credits and Special Offers. Glance reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at Glance’s sole discretion. Any trial offer associated with the Service entitles new users to a one-time free trial usage period. At the end of the trial period the user will be automatically terminated unless a paid service plan is purchased prior to the end of the trial period as set forth in the Contract.
5. Use of Customer Name
Customer agrees that Glance Networks may use Customer’s name and logo in advertisements, other promotional material and Glance’s website, only upon prior written approval for such use by Customer.
6. Use and Delivery of Services7.1 Domain Names. Glance shall be responsible to register all domains associated with the Service.
6.2 IP Addressing. The Customer shall not change, redirect, modify, delete, or disable the IP addresses set up by Glance on their systems, without the express approval of Glance. If Customer breaches this clause, Glance shall have the right to suspend or terminate the Service immediately without notice to the Customer. The Customer shall keep Glance fully indemnified from and against all costs, claims, liabilities, and demands, relating to any breach of this clause.
6.3 Responsibility for User Accounts and Passwords. Customer is responsible for maintaining the confidentiality of User accounts and passwords. Customer agrees to immediately notify Glance of any unauthorized use of Customer account of which customer becomes aware. Otherwise, all guarantees as to service and performance given by Glance to the Customer shall be suspended.
6.4 Customer Only Traffic. The right to use the Service is limited only to the Customer registered Subscribers and their invited attendees and includes those members of staff and others engaged by the Customer to perform work for the Customer.
6.5 Email. Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. A Subscriber shall not use Glance’s mail server to relay mail other than invitations to share its own data without the express permission of Glance.
6.6 Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. Glance will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
6.7 Improper Use. Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
6.8 Data Protection. To the extent Glance receives any personal information in a Subscriber database, Customer grants Glance permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our U.S. databases.
7. Privacy
Glance’s privacy statement may be found on Glance’s website: http://www.glance.net/site/support/privacy.asp. Please consult it for Glance’s current practices with respect to Subscriber’s information.
8. Warranty
9. Software License
10. Support
Unless otherwise provided in any Service description, Services will be provided during the Subscription Period, from 9:00 a.m. through 5:00 p.m. Eastern Standard Time by email, telephone or the web, Monday through Friday, exclusive of Glance holidays, which is subject to change in Glance’s sole discretion with 30 days notice.
11. Limitation of Liability
EXCEPT AS PROVIDED HEREIN OR IN SECTION 11, GLANCE’S MAXIMUM LIABILITY WILL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF GLANCE SUBJECT TO A MAXIMUM LIABILITY OF THE LESSER OF $5,000 OR THE AMOUNT PAID FOR THE SPECIFIC SERVICE WHICH DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL GLANCE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF GLANCE HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.
12. Force Majeure
Glance shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of Glance or its subcontractors.
13. General
THIS AGREEMENT, TOGETHER WITH ANY AMENDMENT, ATTACHMENT OR EXHIBIT EXPRESSLY MADE A PART HEREOF AND SIGNED BY BOTH PARTIES, IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL COMMUNICATIONS, PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN RELATING TO THIS SUBJECT MATTER.
Services and License Agreement for Client Software for Glance Subscription Services
IMPORTANT-READ CAREFULLY: YOUR USE OF THE GLANCE WEBSITE (AT WWW.GLANCE.NET) AND SERVICES (THE “SERVICES”) AND THE GLANCE SOFTWARE PRODUCT IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY SELECTING THE “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT” DURING THE SUBSCRIPTION PROCESS, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE GLANCE “TERMS OF SERVICE” POSTED ON THE GLANCE WEB SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL THE SOFTWARE AND/OR DO NOT SUBSCRIBE TO THE SERVICE.
These Terms for Use of Services and Glance License Agreement (“Agreement”) is a legal agreement between you (either an individual or entity) and Glance Networks, Inc., (“Glance”) for use of the Services and client software for the Glance software product called “Glance Client”, which may include associated software components, media, printed materials, and “online” or electronic documentation (“Software”). You agree to be bound by and become a party to all the terms of this Agreement by using the Services or by downloading a software packet containing the Software or by otherwise using the Software.
If you do not agree to the terms of this Agreement, do not use the Services or the Software in any manner whatsoever. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
PRIVACY: Glance’s privacy policy is described on the Glance website. Please consult it to learn Glance’s current policies to protect the privacy of your information.
TERMS OF SERVICE: Glance’s Terms of Service are described on the Glance website. Please consult it to learn Glance’s current terms associated with the delivery of Glance Services.
PROHIBITED ACTIONS: You may not distribute Glance Services or Software associated with or derived from it, modify, copy, license, or create derivative works from Glance Services or Software, without Glance’s written approval.
RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that you are solely responsible for the content of all visual, written or audible communications used or sent by you. You agree that you will not use the Services to send unsolicited mass mailings. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Glance is not responsible for any such communications, Glance may delete any such content of which Glance becomes aware or deny you access to the Services, at any time without notice.
GRANT OF LICENSE AND OWNERSHIP. The Software is licensed, not sold. Subject to the terms and conditions of this Agreement, Glance grants you the right to download copies of the Glance client to any PC by installing one copy of the Software, in machine readable format only and, subject to paying a subscription fee, allows each Subscriber use the Software and to have their own personal Glance webpage address to invite attendees in a Glance data collaboration session. Glance has no obligation to provide you with, and this license does not entitle you to receive, any hard-copy documentation or other printed materials, technical support services, telephone assistance or modifications, enhancements or supplements to the Software. Except as expressly licensed to you in this Agreement, Glance retains all right title and interest in and to the Software and all copies thereof.
RESTRICTIONS: You have no right and will not, nor will you authorize or assist others to: (a) produce, manufacture, distribute or copy all or any portion of the Software, except as expressly allowed in this Agreement, (b) disassemble, reverse engineer or decompile, or otherwise attempt to derive source code from all or any portion of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (c) modify, translate, or alter all or any portion of the Software or (d) license, sublicense, assign, transfer, rent, lease, sell, encumber or otherwise transfer title or any other rights in all or any portion of the Software or (e) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to the Software or Services. You will indemnify Glance against any loss related to your failure to conform to the requirements of this Section.
COPYRIGHT: Glance and its suppliers, as applicable, retain ownership of all proprietary rights notices and marks in, or displayed by, the Software. You will not remove, deface or obscure any of Glance’s or its suppliers’ copyright or trademark notices or legends or other proprietary notices on or in the Software.
TRADEMARKS: This software may contain third-party software which requires notices and/or additional terms and conditions. Such required third-party software notices are made a part of and incorporated by reference into the End User License Agreement covering this software. Mac and the Mac Logo are trademarks of Apple Computer, Inc., registered in the U.S. and other countries. Microsoft, Windows and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries.
TERMINATION: You may terminate this Agreement at any time by providing written notice to Glance and destroying all full and partial copies of the Software received or produced by you. If you fail to comply with any term of this Agreement, Glance may terminate this Agreement upon written notice to you and you will then destroy all full and partial copies of the Software received or produced by you. If Glance loses its rights as to all or any part of the Software due to reasons beyond Glance’s control, Glance may terminate this Agreement upon 30 days notice and you will destroy all full and partial copies of the Software received or produced by or before the effective date of termination. Upon Glance’s request, you will certify in writing that you have complied with your obligations to destroy all full and partial copies of the Software as set forth in this Section. Glance may terminate this license and access to the Services upon failure to pay subscription fees when due.
ALPHA RELEASE VERSIONS: In the event that the Software or Services is an alpha release version, the terms of this Section shall apply. Your license to use the Software expires 45 days after installation (or such other period as indicated by Glance) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the product that Glance intends to distribute. While Glance intends to distribute a commercial release of the Software, Glance reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the alpha release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
BETA RELEASE OR PRE-RELEASE VERSIONS: In the event that the Software is a beta release or pre-release version, the terms of this Section shall apply. Your license to use the Software expires 120 days after installation (or such other period as indicated by Glance) and the Software may cease to function. The Software you are receiving may contain more or less features than the commercial release of the Glance product that Glance intends to distribute. While Glance intends to distribute a commercial release of the Software, Glance reserves the right at any time not to release a commercial release of the Software or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release. You agree that the beta release or pre-release versions are not suitable for production use and may contain errors affecting their proper operation. You agree that you will not do anything to circumvent or defeat the features designed to stop the Software from operating after the license expires.
NO WARRANTIES: YOU UNDERSTAND AND AGREE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED “AS IS” AND GLANCE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GLANCE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. You agree to indemnify, defend and hold harmless Glance, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranties allowed by the applicable law.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GLANCE OR ITS AFFILIATES, SUPPLIERS AND RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF GLANCE, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, GLANCE, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE (IF ANY). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
MISCELLANEOUS: This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts, exclusive of its choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Glance may change the terms of this Agreement at any time by posting modified terms on its website. Any and all rights and remedies of Glance upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Glance, and the exercise of any one remedy will not preclude the exercise of any other.