Date of last revision: October 7, 2013
Acceptance of TermsWelcome to Unglue.it, the website and online service of Gluejar, Inc. (the “Company”, "Unglue.it" "we," or "us"). Unglue.it is a crowd funding and revenue platform that facilitates the distribution and licensing of copyrighted literary works. The mechanism by which Rights Holders collect Contributions and license revenue from Ungluers using the Service is known as a “Campaign.” A Campaign is either a "Pledge Campaign" or a "Buy-to-Unglue Campaign". In a Pledge Campaign, the holder(s) of rights to a copyrighted literary work (the “Rights Holder”) can use the Unglue.it Service to accept and collect contributions in exchange for the release of the work, in digital form, under a Creative Commons License. In a Buy-to-Unglue Campaign, the Rights Holder can use the Unglue.it Service to sell licenses of the work in exchange for an advance of the date specified for release of the work under the Creative Commons License.
This terms of use agreement (the "Agreement") governs the use of the Unglue.it website (the “Website”) and the service owned and operated by Gluejar (collectively with the Website, the “Service”) by all persons and/or entities who visit the Website and/or use the Service (“you”.) This Agreement also incorporates the Privacy Policy available at Unglue.it/privacy, and all other operating rules, policies and procedures that may be published from time to time on the Website by Company, each of which is incorporated by reference and each of which may be updated by Company from time to time. You accept Company’s posting of any changes to this Agreement on the Website as sufficient notice of such change. In addition, some services offered through the Service may be subject to additional terms promulgated by Company from time to time, which may be posted on the Website or sent to you via email or otherwise; your use of such services is subject to those additional terms, which are incorporated into these Terms of Use by this reference. By using this site in any manner, you agree to be bound by this Agreement, whether or not you are a registered user of our Service.
You do not have to register an account in order to visit Unglue.it. To access certain features of the Service, however, including listing and pledging, you will need to register with Unglue.it. You shall not (i) select or use as a Username a name of another person with the intent to impersonate that person; (ii) use as a Username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Username a name that is otherwise offensive, vulgar or obscene. Company reserves the right to refuse registration of, or cancel a Username and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Company password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Company in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Unless you are a Rights Holder who has entered into a Platform Services Agreement with the Company (the “PSA”), and in which case only as expressly authorized by the PSA, the Service is provided only for your personal, non-commercial use, and for use by libraries and similar non-profit entities.
You are solely responsible for all of your activity in connection with the Service and for any consequences (whether or not intended) of your posting or uploading of any material on the Website.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) use the Service in order to:
Additionally, you shall not interfere with the proper working of the Service or any activities conducted on the Service or take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure.
Some areas of the Service may allow you to post feedback, comments, questions, and other information. Any such postings, together with Campaigns, constitute "User Content." You are solely responsible for any User Content that you upload, publish, display, or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company does not endorse, control, or have ownership rights to User Content.
By posting User Content:
You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss resulting therefrom.
The Service may contain links to other websites or services not controlled by the Company, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
Unglue.it is a platform that allows Rights Holders to list Campaigns and receive Contributions and License Fees from Ungluers. All funds are collected for Rights Holders by third party payment processors such as Stripe.
Unglue.it shall not be liable for your interactions with any organizations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with campaigns on Unglue.it. Unglue.it is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organizations and/or individuals. Unglue.it is under no obligation to become involved in disputes between Ungluers and Rights Holders, or between site members and any third party. In the event of a dispute, you release Unglue.it, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and our Service.
Becoming a registered user of Unglue.it is free of charge. However, Unglue.it may provide you with the opportunity to make contributions or pledges (collectively, “Contributions”) to Pledge Campaigns listed on the Service. You may contribute to any active Pledge Campaign in any amount you choose, up to the specified maximum. You may contribute to as many Campaigns as you like. By making a pledge, you authorize Company to collect the amount pledged from your designated account without further notice or authorization once a Campaign Goal is reached, at which time a pledge becomes a contribution.
You are not required to contribute to any Pledge Campaign. You understand that making a Contribution to a Pledge Campaign does not give you any rights in or to that Campaign or its associated work(s), including without limitation any ownership, control, or distribution rights. You understand that the Rights Holder shall be free to collect other Contributions to the Campaign, enter into contracts with third parties in connection with the Campaign, and otherwise direct the Campaign in its sole discretion without any notice to you. You further understand that nothing in this Agreement or otherwise limits Company's right to enter into agreements or business relationships relating to Campaigns or to the literary works that are the subject of Campaigns (“Subject Works.”) Unglue.it does not guarantee that any Pledge Campaign’s goal will be met. As part of a Campaign, Rights Holders may offer you thank-you gifts, perks, rewards or other signs of gratitude (“Premiums.”) Any Premiums offered to you are between you and the Rights Holder only, and Unglue.it does not guarantee that Premiums will be delivered or satisfactory to you. You understand that your pledge may be declined by Company, by the Payment Processor (defined below) or by the Rights Holder at their sole discretion. Unglue.it makes no representations whatsoever in connection with the use of any Contributions or the outcome of any Campaign.
Once a Contribution is made, it is nonrefundable. In the event of a suspended or withdrawn campaign, pledges will be allowed to expire according to their original time limits. If a suspended campaign is resolved and reactivated within a pledge’s time limit, that pledge will remain active.
You acknowledge and agree that all your Contributions are between you and the Rights Holder only, and that Unglue.it is not responsible for Contribution transactions, including without limitation any personal or payment information you provide to the Payment Processor.
Unglue.it is not a registered charity and Contributions are not charitable donations for tax purposes. Company makes no representations whatsoever regarding the tax deductibility of any Contribution. You are encouraged consult your tax advisor in connection with your Contribution.
You acknowledge and understand that the Company uses third party payment processing services, such as Stripe, to collect the Contributions from you and/or for the distribution of Contributions to the Rights Holder or otherwise pursuant to the terms of this Agreement (a “Payment Processor”) and that your Contribution may be subject to terms and conditions imposed on you by the Payment Processor. The Company reserves the right, in its sole discretion, to select Payment Processors for this purpose and/or to change the Payment Processor without notice to you.
You understand that funds pledged to a Pledge Campaign are not debited from your account until the Campaign to which the Ungluer has contributed has concluded and the Campaign Goal has been met. You further appreciate that Rights Holders act in reliance on your pledge in determining whether their Campaign Goal has been met. You agree to maintain a sufficient balance in the account from which your contribution is to be paid to cover the full amount of the pledged Contribution at the conclusion of a successful Campaign.
You understand that the Service is simply a platform for the conduct of Pledge Campaigns. When you make a pledge, and/or request a Premium using the Service or otherwise, the Rights Holder is solely responsible for delivery of any and all Premiums, goods and services, and any other terms, conditions, warranties or representations made to the Ungluer in connection with a Campaign (“Fulfillment.”) You hereby release the Company and its officers, employees, agents, licensees and assignees from any and all loss, damage or other liability that may arise out of the Ungluer’s participation in an Campaign based on insufficient Fulfillment or otherwise.
You understand and agree that delivery of a Premium, and/or distribution of a Creative Commons licensed work, may not occur until a period of time after the conclusion of a successful Pledge Campaign. Such a delay may occur, for example, when production or conversion of the Premium or digital work is not completed before the conclusion of the campaign.
You authorize the Company to hold funds for up to ninety (90) days following the conclusion of a Pledge Campaign, pending proof of fulfillment by the Rights Holder.
Becoming a registered user of Unglue.it is free of charge. However, Unglue.it may provide you with the opportunity to purchase limited distribution licenses for works that are the subject of Buy-To-Unglue Campaigns. You further understand your obligation to obey the terms of the license embedded in each work so licensed.
When you download a digital work using the Service under the Buy-to-Unglue campaign, you agree to the following terms:
You release the Company from any liability in the event that the Company fails to provide you with a format for the Work that is compatible with your existing hardware and/or software.
You understand that if you pay for a Library License, the owner of the license must be a non-profit library or similar institution participating in Unglue.it, and that the library is required to enter into the Company’s standard Library License agreement prior to the provision of the Services.
The Unglue.it website may offer you the opportunity to designate a library that participates in Unglue.it. You understand that such opportunity is at the complete discretion of Unglue.it and the participating Library. You further agree to observe the rules and obligations which the library may set as a condition for accessing library-licensed works.
The Company's mission is to make copyrighted literary works freely and readily available to all who wish to read them in digital form, while ensuring that authors, publishers and other copyright owners are compensated for their efforts and investment in creating and developing such works.
The Company invites and encourages Rights Holders to propose Works for Creative Commons licensing via Campaigns. Rights Holders have to apply to the Company to initiate campaigns and, upon acceptance, the Rights Holder must enter into a Platform Services Agreement with the Company prior to starting a Campaign.
Rights Holders who have executed a Platform Services Agreement may claim works and may initiate and conduct Campaigns as described in the Rights Holder Tools page at https://unglue.it/rightsholders/.
There is no charge for Rights Holders to launch a Campaign using the Service. However, the Company will withhold a “Sales Commission” as specified in the Platform Services Agreement. The Rights Holder is responsible for providing a Standard Ebook File at its own expense.
The Rights Holder hereby authorizes the Company to use the Service to display and market the Subject Work, to collect Contributions and License Fees or cause them to be collected from Ungluers on behalf of the Rights Holder, and to retain, reserve and/or distribute the Contributions to the Rights Holder, to the Company, to Designated Vendors (as defined below) or otherwise pursuant to the terms of this Agreement.
The Rights Holder acknowledges and understands that the Company uses one or more third party payment processing services to collect Contributions and/or for the distribution of Contributions to the Rights Holder or otherwise pursuant to the terms of this Agreement (the “Payment Processor.”) The Company reserves the right, in its sole discretion, to select Payment Processors for this purpose and to change Payment Processors at any time, with or without notice to the Rights Holder. The Rights Holder hereby consents to any and all modifications of any of the terms and conditions of this Agreement as may be required or requested by the Payment Processor from time to time as a condition of continuing service to the Company or otherwise. The Rights Holder understands and agrees that the Company may hold funds for up to 90 days after collection, and that Payment Processors may withhold funds for various reasons according to their own terms of service.
The duration of any single Pledge Campaign shall be determined by the Rights Holder, provided that no single Campaign shall be longer than one hundred eighty (180) days.
No Premium may be offered on the Website that constitutes an illegal, prohibited or restricted item in the United States. Items that are prohibited or restricted by the Company include, but are not limited to, alcoholic beverages, firearms, knives or other weapons, drugs, drug-like substances and paraphernalia, counterfeit currency and stamps, credit cards, electronic surveillance equipment, hazardous materials, medical devices, or any other item that is illegal. The Company reserves the right to remove Premium items from the Website in its sole discretion and without notice to the Rights Holder.
The Rights Holder shall not, whether as a Premium or otherwise, use the Service to offer any financial incentive to potential Ungluers. The prohibition against financial incentives expressly includes, but is not limited to, a share of profits or ownership interest in any entity, interest payable on any Contributions, or any Premium that would require registration under the securities laws of any country or state, including but not limited to the state or federal securities laws and regulations of the United States.
The Standard Ebook File shall meet the following set of criteria:
{% include 'ebookfiles.html' %}To provide confirmation of Fulfillment and become eligible to receive Contributions made in a successful Pledge Campaign, the Rights Holder shall either make available to the Company a Standard Ebook File for the work, or the Rights Holder shall designate a third party vendor from a list of vendors approved by the Company (the “Designated Vendor”) to create the converted eBook at a rate that has been established between the Designated Vendor and the Rights Holder (the “Conversion Cost.”) The Rights Holder shall provide the Company with written notice of the name and contact information for the Designated Vendor, the Conversion Cost, and any supporting documentation or other verification as may be reasonably requested by the Company.
In the event that the Company releases Ungluer information to the Rights Holder, or invites Ungluers to share such information with the Rights Holder, Rights Holders agree to treat such information in a manner consistent with the Company’s Privacy Policy.
Once a Pledge Campaign has been launched, neither the Subject Work nor any of the Premiums may be revoked or modified, except that either may be supplemented provided that the Campaign Goal is not increased. The Rights Holder understands that a pledge does not become a contribution, and that no pledged monies are collected from Ungluers, until the Campaign Goal is reached. The Rights Holder further understands that any pledge may be declined or any contribution returned or recovered for any reason or for no reason at the sole discretion of the Company and/or the Payment Processor.
Contributions to a Pledge Campaign shall not be collected from Ungluers until the Campaign is successfully completed and the Campaign Goal met or exceeded. In the event that any of the promised Contributions cannot be collected by the Company or its Payment Processor after the date of the successful conclusion of the Campaign, the Rights Holder understands that neither the Company nor the Payment Processor shall have any obligation whatsoever in connection with the collection of such monies. The Rights Holder understands and knowingly accepts the risk that the actual Contributions collected or capable of collection may be less than the total Contributions promised by the Ungluers individually or in the aggregate. The Rights Holder understands that it is obligated to release the Converted eBook and to ship the promised Premiums even if the actual Contributions collected are less than the Campaign Goal.
A Buy-To-Unglue campaign is deemed successful on its Effective Ungluing Date. The Effective Ungluing Date is determined as follows:
(days per dollar) = [(initial ungluing date) -
(campaign launch date)] / (campaign goal)
(current ungluing date) = (initial ungluing date) -
(gross revenue)*(days per dollar)
The Rights Holder is responsible for setting the license fees for individual licenses and for library licenses. These fees can be increased or decreased during the course of the Campaign.
Immediately upon the date of the conclusion of a successful Campaign, the Rights Holder agrees to and hereby does grant to the Company the right (but not the obligation) to place the Subject Work in the Internet Archive [archive.org] or such other open digital libraries as the Company may select in its sole discretion, and to distribute the Subject Work at no charge on the Website, whether directly or indirectly, provided that the copyright notice and mark of the applicable CC License is at all times clearly displayed in association with the Subject Work.
Rights Holders are solely responsible for paying all fees and applicable taxes associated with their use of the Service. No Sales Commission will be refunded for any reason, even in the event that a Campaign is removed from the Website by the Company.
Rights Holders may initiate refunds at their own discretion. Unglue.it is not responsible for issuing refunds for funds that have been collected by Rights Holders.
No later than seven (7) days from the receipt by the Company of the Rights Holder’s Confirmation of Fulfillment or, where applicable, satisfactory Fulfillment Verification, the Company shall transfer into an approved account designated by the Rights Holder for this purpose, all monies actually received from the Ungluers in connection with the Pledge Campaign for the Subject Work (the “Contributions”), minus the following:
For Buy-to-Unglue Campaigns, the Company shall pay the Rights Holder quarterly (or more frequently at the discretion of the Company) in arrears, payable on the fifteenth day of the month following the close of each calendar quarter, such payment to cover the previous calendar quarter. For example, payments due in connection with transactions that occur January 1 through March 31 will be paid to the Rights Holder on April 15 of the same year. Each payment shall be accompanied by a statement detailing sales and licensing data, revenues received, return data, reserve and Distribution Fees withheld. Notwithstanding the above, quarterly payments may be deferred until the following pay period in the event that the amount payable to the Rights Holder for any given pay period is less than $100.
Though Unglue.it cannot be held liable for the actions of a Rights Holder, Rights Holders are nevertheless wholly responsible for fulfilling obligations both implied and stated in any Campaign listing they create. Unglue.it reserves the right to cancel a Campaign, refund any or all Contributions, and cancel any or all Ungluers’ pledges at any time for any reason. Unglue.it reserves the right to cancel, interrupt, suspend, or remove a Campaign listing at any time for any reason.
Notwithstanding anything to the contrary set forth in or implied by this Agreement, all payment obligations undertaken by the Company in connection with any Campaign are expressly subject to the Platform Services Agreement entered into between the Rights Holder and the Company.
The Company may suspend or terminate the account of any Rights Holder at any time in the event that the Company determines, in its sole discretion, that (i) the Rights Holder’s use of the Service is in violation of this Agreement; (ii) the Rights Holder is in breach of any of its representations, warrantees or obligations under this Agreement or the Platform Services Agreement; (iii) the Company receives a complaint from a third party alleging that the Rights Holder’s use of the Service does or will result in copyright infringement or breach of contract.
The Company may immediately terminate this Agreement in its sole discretion at any time. Upon termination, you agree that the Company may immediately de-activate your account and bar you from accessing any portions of the Service requiring an account. If you wish to terminate your account, you may do so by following the instructions on the Website. Any fees and Sales Commissions paid pursuant to this Agreement prior to termination are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. In particular, the Rights Holder must release of the Works pursuant to a CC License on or before the determined Ungluing Date, even if the Unglued Date occurs after the termination of this Agreement.
The Company may modify this Agreement from time to time, and your continued use of the Service constitutes your acceptance of any and all modifications.The posting of a notice on the Website, amending the terms of this Agreement as set forth on the Website, or sending you an email informing you of the change will constitute sufficient notice of such modification.
The service is provided “as is” and “as available” and is without warranty of any kind, express or implied. Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Service will be secure or available at any particular time or location; (b) the Service will be free from error, or that errors will be corrected; (c) any content or software available at or through the Service is free of viruses or other harmful components; (d) all content is noninfringing in your jurisdiction; or (e) the results of using the service will meet your requirements. Your use of the service is solely at your own risk.
Electronic Communications Privacy Act Notice (18USC 2701-2711): Company makes no guarantee of confidentiality or privacy of any communication or information transmitted through the Service or any web site linked to Unglue.it. Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
Under no circumstances, including, without limitation, negligence, shall the Company or its directors, affiliates, officers, employees, or agents be responsible for any indirect, incidental, special, or consequential damages arising from or in connection with the use of or the inability to use the Service, or any content contained on the Site or in the Collections, including, without limitation, damages for loss of profits, use, data, or other intangibles. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you.
This Agreement is governed by and shall be interpreted and construed according to the laws of the United States with respect to copyright law and the laws of New York with regard to all other matters, without regard to conflict of laws rules to the contrary. At Gluejar’s option, any controversy or claim arising out of or related to this Agreement or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. If Gluejar elects to settle any controversy or claim in court rather than through arbitration, then the dispute shall be subject to the exclusive jurisdiction of the applicable federal and state courts located in New York state, and you hereby consent to such jurisdiction.
You agree to indemnify, defend and hold harmless the Company and its affiliates, agents, officers, directors, and employees from any and all liability, loss, claims, damages, costs, and/or actions (including attorneys’ fees) arising from your use of the Service, including claims or penalties with respect to such withholding taxes, labor or employment requirements with respect to any Contributions paid to you.
The Service is controlled and operated from its facilities in the United States. Unglue.it makes no representations that the Service is appropriate or available for use in other locations. If you access the Service from other locations, you do so at your own risk and are solely responsible for compliance with local law.
This Agreement, together with any other legal notices and agreements published by Unglue.it via the Service, and where applicable a Platform Services Agreement, constitute the entire agreement between you and Unglue.it concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
Unglue.it respects the intellectual property rights and other proprietary rights of others. If you believe that your copyright has been violated by material available through the Service, please provide the Unglue.it Copyright Agent with the following information in writing:
The Unglue.it DMCA Agent can be reached as follows:
Name: Eric HellmanUnglue.it may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on the website. By using the Service, you consent to receive such communications.
No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect.
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