Reseller Terms & Conditions

 

By clicking “I accept” or otherwise making use of the “Papers” or “Readcube” reseller portal (“Portal”), you agree to comply with these terms as part of a legally binding contract with Readcube Papers. Please print and retain a copy for your future reference. References in these terms to: “Readcube Papers” means Digital Science & Research Solutions Inc. with offices at 625 Massachusetts Ave, Cambridge, MA 02139 USA; “Reseller” means the business or other entity that has registered with Readcube Papers to make use of the Portal; and “Products” means subscriptions to the products / services Readcube Papers has specifically agreed Reseller is authorized to purchase via the Portal and resell. For the avoidance of doubt, this Agreement is concerned with subscriptions to the Products, and any reference to “sale”, “resell”, “purchase” or similar are not intended, and shall not, transfer any ownership rights or interests.

These terms shall apply to the exclusion of all other terms and conditions you may purport to apply, including under any purchase order or similar document, even if they do not explicitly contradict, unless signed by an authorized representative of both parties prior to the date you accepted these terms or first made use of the Portal.

If you are accessing and/or otherwise using the Portal on behalf of the Reseller, you represent that you have the authority to enter this Agreement on behalf thereof.

You represent that all information you have provided, or do provide, to Readcube Papers is and will remain accurate and truthful, and agree not to use or permit the use of the Portal for any purpose or in any way not expressly permitted.

In consideration of the mutual promises and undertakings contained herein, you agree with Readcube Papers as follows:

1. ACCESS TO PORTAL

ReadCube Papers shall use reasonable efforts to provide to Reseller a password-protected portal through which Reseller can purchase, at a discounted price, subscriptions to the Products for resale. To purchase any subscription, Reseller must provide to Readcube Papers the name, email address, and any other relevant information, that Readcube Papers may specify, about the end user(s) of the subscription, and pay the corresponding fees. Following receipt of that information and receipt of payment in cleared funds, Readcube Papers shall issue a license key for each subscription purchased, the commencement date of which shall be the issue date. Reseller shall ensure the accuracy of all information it provides to Readcube Papers within the Portal and be responsible for selecting the correct subscription type for each end user. Access to the Portal may suspended or withdrawn at any time.

Readcube Papers hereby appoints the Reseller, on a non-exclusive, to resell of the Products in the agreed territory (“Territory”) to target customers in the agreed segments (“Target Clients”) during the Term at its own expense, using its own efforts, with its own sales force subject to such limits as Readcube Papers may notify you of in writing from time to time at its absolute discretion.

Reseller shall ensure that all use of the Products by Target Clients is subject to the Product’s standard terms of use currently at www.readcube.com/terms (“Terms of Use”), which all Target Clients shall be required to acknowledge and accept. Such terms shall govern the use of the Products to the exclusion of all other terms, including in any agreement between the Reseller and the
Target Clients.

Reseller agrees to use reasonable efforts to increase sales of the Products in accordance with this Agreement.

2. FEES AND PAYMENTS

Reseller shall have the right to set and collect its own price for the resale of the Products to the Target Clients, the difference of which shall constitute Reseller’s compensation under this Agreement (“Resale Margin”).

Reseller agrees that the amount of the Resale Margin is entirely dependent on the amount that it is able to charge and collect from Target Clients that is in excess of the discounted price Reseller paid to Readcube Papers for the Products. Such amount (if any) shall constitute the full and final compensation due to Reseller in connection with this Agreement and Reseller shall have no right or claim to any other commission or payment related to its sale of Products to Target Clients or performance hereunder.

Reseller shall make the resales in its own name and be responsible for invoicing, and collecting payments, for all fees associated with the resales, in accordance with local tax and other requirements. For the avoidance of doubt, as between the parties, Reseller shall be exclusively responsible for the collection and remit to appropriate authorities of all taxes arising from the resales and related registration, filing and similar obligations; and shall indemnify Readcube Papers against all costs, claims and other liabilities that may arise (including after termination) in connection with any failure to do so.

3. WARRANTIES; LIMITS ON LIABILITY

Each party warrants, represents and undertakes to the other that it has the power and authority to enter into this agreement and fully perform its obligations hereunder.

Reseller warrants, represents and undertakes that it will: perform its duties and obligations arising under this Agreement with all reasonable skill and care in a professional, diligent, honest and transparent manner and in accordance with applicable laws, and the policies and lawful directions of Readcube Papers; and avoid all actual or potential conflicts between its interests and the interests of Readcube Papers.

EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED IN THE PRECEDING SECTIONS OF THIS CLAUSE 5, EACH PARTY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, GUARANTEES OR THE LIKE, WHETHER EXPRESS, IMPLIED OR OF OTHER KIND, INCLUDING ANY RELATING QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Reseller shall make no representations in respect of the Products other than those contained in materials provided, or approved in writing, by Readcube Papers to promote the Products.

Neither party will be liable to the other party for any indirect or consequential damages whether or not the relevant party has been advised of the possibility of such damage.

ReadCube Papers’s total aggregate liability, whether in contract, tort (including, but not limited to, negligence or breach of statutory duty) or otherwise, arising under or in connection with this Agreement shall be limited to the amount equal to the amount of documented Resale Margin in the 12 month period preceding the first event claimed for.

Nothing in this agreement shall limit or exclude liability for fraud, death or personal injury caused by a party’s negligence, your willful misconduct or breach of clause 6 or 7, or to the extent otherwise not permitted by law.

4. TERM & TERMINATION

This Agreement shall commence on the date first written above and shall continue for twelve (12) months (or such other period as Readcube Papers may agree in writing), unless terminated earlier in accordance with its terms, and shall automatically renew for successive twelve (12) month periods (each a “Renewal Period”), unless either party gives the other at least thirty (30) days’ notice prior to the expiry of the relevant initial term or Renewal Period (as applicable).

Either party may terminate this Agreement: (a) at any time on sixty (60) days’ written notice without cause; (b) immediately by notice in writing to the other for material breach of this agreement, provided if the material breach is capable of remedy the notice shall only be given if the party in breach has not remedied the same within fourteen (14) days of having been given notice in writing specifying the breach and requiring it to be remedied. ReadCube Papers may terminate this agreement immediately on written notice if the Revenue Target (if any) is not met.

Following termination, Reseller shall make no representation that it is authorized to act as Readcube Papers's reseller; and each party shall cease all use of the Confidential Information and intellectual property of the other party, and immediately delete or destroy all copies of the same (and shall certify the same in writing upon request).

Termination of this agreement will be without prejudice to any accrued rights of either party. All provisions of this agreement which are expressly or by their nature intended to survive the termination of this agreement shall so survive, including but not limited to the confidentiality provisions of clause 5 which will continue for five (5) years after termination.

5. CONFIDENTIALITY

Each party: shall not at any time disclose or make available any information of a confidential or proprietary nature, in whatever form, it receives relating to the other party or its affiliates (including, without limitation, to their businesses, products or customers) and which shall include any compilation of otherwise public information in a form not publicly available (“Confidential Information”) to any person other than its employees, agents and representatives on a need-to-know basis; and shall ensure that any person to whom it discloses the other’s Confidential Information complies with the obligations set out in this clause.

Each party shall use the Confidential Information of the other only to the extent necessary and for the purposes it is provided as envisaged by this agreement and shall use all commercially reasonable endeavors to protect and maintain the security and confidentiality of the same.

Nothing in this clause shall: prevent a party from disclosing any Confidential Information to the extent required by applicable law, or a court or regulatory body of competent jurisdiction, provided it uses reasonable efforts (if permitted by law) to notify the disclosing party and gives the disclosing party a reasonable opportunity to challenge the disclosure; nor be deemed to have the effect of limiting any pre-existing duties of confidentiality Reseller might owe to Readcube Papers.

6. INTELLECTUAL PROPERTY

Reseller shall not use the Products at any time without Readcube Papers’s prior written consent, which may be withdrawn at any time. If such consent is granted, the rights granted shall be non-exclusive, non-transferable, non-sublicensable and limited to use during the Term to the extent required for reasonable demonstration purposes in the course of carrying out its obligations under this Agreement (“Permitted Purpose”) and be subject to the restrictions in Schedule 1 and such other terms of use as Readcube Papers may require from time to time. Reseller undertakes not to use the Products for any other purpose at any time. All intellectual property rights in the Products shall be Readcube Papers’s sole and exclusive property (or that of its licensors).

Reseller shall notify Readcube Papers without undue delay of details of any misuse of the Products it becomes aware of. Readcube Papers shall have the exclusive right to bring any claim relating to the Products, including any relating to infringement and Reseller will provide such information and reasonable assistance as may be requested in respect thereof.

Reseller shall not use the name “Readcube”, “Papers", “Readcube Papers” and “Digital Science” or other business / product names, associated logos or other trade marks (or confusingly similar marks) of Readcube Papers or its affiliates (the “Trade Marks”) at any time without its prior written consent, which may be withdrawn at any time, and, if such consent is granted, Reseller shall comply with any guidelines or directions that Readcube Papers may give (acting reasonably) in relation to their use and hereby assigns by way of present and future assignment any goodwill that may accrue therefrom. For the avoidance of doubt, in no circumstances shall Reseller use, or permit the use of any of the Trade Marks (or parts thereof) as part of any registered name or domain name or as metatags, AdWords or similar technical devices.

7. REGULATORY COMPLIANCE AND ANTI-CORRUPTION UNDERTAKINGS

Reseller shall obtain and maintain throughout the term, at its own cost, all the consents, licenses and permissions required in connection with its obligations under this agreement.

Reseller shall comply with: all applicable Laws including those relating to export control, trade sanctions and foreign trade controls and to anti-bribery, anti-money laundering and anti-corruption including the Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act; and with the ethics, anti-bribery and anti-corruption policies of Readcube Papers from time to time (together, the “Relevant Restrictions”); and do nothing which causes Readcube Papers to fail to comply with the Relevant Restrictions. Without limiting the foregoing, Reseller represents, warrants and undertakes that neither it nor its affiliates, nor their respective owners, directors, officers, employees, agents, representatives and subcontractors (“Representatives”): (a) have or will make, offer, promise to make or authorize the making to any person or solicit, accept or agree to accept from any person, either directly or indirectly, anything of value including gifts or entertainment, facilitation payments or grease payments, in order to obtain, influence, induce or reward any improper advantage in connection with this agreement, the Products and/or Services, or where to do so would breach any Relevant Restriction; or (b) has been or is subject to any national, regional or multilateral trade or financial sanctions of any nature and will be responsible for taking steps in accordance with best industry practice to ensure that any Target Client it approaches in respect of the Products has not been nor is subject to the same.

Reseller shall comply with the US and UK laws referred to in this clause regardless of whether it is otherwise subject to those laws. In the event of any conflict of such laws, Company shall adhere first to the laws of the location where the relevant Services are being provided.
Reseller shall on an on-going basis: notify Readcube Papers in writing promptly upon discovery of any actual or suspected breach of the Relevant Restrictions; and inform all its Representatives that they are required to act in accordance with the Relevant Restrictions.
Reseller shall, throughout the term of this Agreement and for at least six (6) years following its expiration or termination: upon reasonable notice, permit Readcube Papers or its duly appointed third party representatives to inspect, audit and make copies of any policies, procedures, books and records maintained in connection with this Agreement, such inspection to be carried out as expediently as possible; and upon request cooperate and provide all reasonable information and assistance to enable Readcube Papers to ensure and monitor compliance with the Relevant Restrictions.

Any breach of this clause shall constitute an irremediable material breach of this Agreement and Reseller shall indemnify Readcube Papers, its affiliates and their respective Representatives on demand (at any time) against any direct and indirect liabilities, losses and damages, claims, actions, costs (including reasonable legal fees), charges and expenses of any nature whatsoever suffered or incurred in connection with such breach.

8. DATA PROTECTION

The parties acknowledge that in the course of their relationship, they each may have access to and process personal data. Each party shall comply with all applicable privacy and data protection laws in connection with this Agreement, including by ensuring that they each have in place and maintain adequate technical and organizational measures to comply with such laws. In particular, Reseller shall ensure that all information is provided, and consents obtained, to ensure the collection and processing of any personal data pursuant to this Agreement complies with applicable laws.

For purposes of GDPR, to the extent applicable, the parties agree that they are each acting as a data controller (i.e. data controllers in common) with respect to any personal data shared between themselves in connection with any resales (“Subscriber Data”) and if required by Readcube Papers, reseller agrees to execute standard contractual clauses for the transfer of personal data from the European Community to third countries and such other agreements as it considers may be required to comply with applicable privacy and data protection laws.

9. GENERAL

Any notice given under this Agreement shall be in writing and sent by registered post or e-mail to the relevant address first referred to above or otherwise designated. Any such notice shall be deemed to have been given at the time of delivery.

Nothing in this Agreement is intended to or shall operate to create an agency, partnership or joint venture of any kind between the parties, nor shall either party have authority to negotiate or otherwise act in the name of or bind the other in any way (including the assumption of any obligation or liability and the exercise of any right or power).

Neither party shall without the prior written consent of the other party assign, sub-license, transfer, sub-contract or otherwise deal in any way with any of its rights or obligations under this Agreement, save that Readcube Papers may assign this Agreement (together with all of its rights and obligations under this Agreement) to an affiliate or purchaser of the part of the business to which this Agreement relates. Other than the affiliates of Readcube Papers, no person who is not a party to this Agreement has any right to rely upon or enforce any term of this Agreement.

The parties agree and acknowledge that damages alone may not be an adequate remedy for Reseller’s breach of this Agreement and that Readcube Papers shall be entitled, without proof of actual damages, posting bond or giving any undertaking, to the remedies of injunction or other equitable remedy for any threatened or actual breach in any court of competent jurisdiction.

If any provision of this Agreement is or becomes for any reason whatsoever invalid, illegal or unenforceable, it shall be divisible and deemed deleted from this Agreement and the validity of the remaining provisions shall not be affected in any way.

This Agreement may be varied only by a document signed by both parties and may be executed as counterparts which together shall constitute one agreement. No breach of this Agreement shall be waived or discharged except in writing. No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof.

This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Agreement. Without limiting the foregoing, any product, information or service made available by Readcube Papers is provided “as is”; and the terms of this Agreement shall apply to the exclusion of all other terms.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Middlesex County, Massachusetts, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The language to be used in the arbitral proceedings will be English. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. This clause is without prejudice to any rights included herein for remedies of injunction or other equitable remedy.

In this Agreement, reference to: (a) “includes” and “including” shall mean including without limitation and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words; and; (b) a “person” or “entity” shall include references to individuals, bodies corporate, unincorporated associations, partnerships, charities and any other entity having legal capacity.

ANNEX
Acceptable Use

Restrictions on Use

The Permitted Purpose shall not include any right to, and Company agrees not to do, or assist, encourage or permit any person to do, any of the following: (a) copy, modify, adapt or create derivative works of any part of the Products; (b) purport to grant any rights of use or access to any Target Client; (c) make available, distribute, sell, rent, lease, license, frame, or use for the benefit of any other person (including as part of a service bureau arrangement) any part of the Products, or use any part of the Products to develop, or otherwise in connection with, a product or service which competes with any of the products and/or services we offer; (d) attempt to bypass any measure Readcube Papers may use to prevent or restrict access to the Products, nor access or use the same in a way or using means not made available by us for that purpose; (e) decipher, decompile, disassemble, reverse engineer or attempt to derive any source code or underlying ideas or algorithms of, any part of the Products save to the extent permitted by applicable law; (f) remove, suppress or modify in any way the proprietary markings, including any trademark or copyright notice, used in relation to any of the Products (including on any output generated through their use); or (g) use any automated means, including robots, scripts, or spiders to access, monitor, crawl, scrape or mine the any part of the Products except those expressly authorized by Readcube Papers in advance in writing.

ReadCube Papers may impose additional restrictions in respect of the Products by written notice from time to time.

Security

Company shall use all commercially reasonable efforts to prevent unauthorized access to or use of the Products via your networks, devices or systems in accordance with best industry practice, and shall comply with any security policies and procedures relating to such access or use of which we notify to you from time to time.

Company shall not distribute or otherwise transmit and shall use all commercially reasonable efforts to prevent the transmission, of any viruses, malware or other harmful code to or via the Products.

If Company becomes aware of any unauthorized use or other security breach relating to any part of the Products and/or Data, it shall immediately notify Readcube Papers in writing and shall provide such assistance as Readcube Papers may request to investigate and stop such unauthorized use or breach, and to prevent its recurrence.

Company shall ensure that any log-in details are kept such details are assigned to a particular individual, they are only used by that individual. Company shall immediately notify Readcube Papers if it becomes aware of any unauthorized disclosure or use of the same, which Readcube Papers may suspend or de-activate at its discretion for any reason without notice.

No Warranty

COMPANY ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION, CONDITION OR WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. READCUBE PAPERS SHALL HAVE NO LIABILITY WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE, UNDER OR IN CONNECTION WITH THIS AGREEMENT ARISING FROM OR IN CONNECTION WITH THE PRODUCTS, INCLUDING FROM THEIR USE.

For the avoidance of doubt, references to “Products” shall include (where the context permits) any data made available thereby, or derived from such data.