Terms of Use

1. Provision of Services

a) Services. Subject to the terms and conditions of these Terms of Use (the “Agreement”), Glance will provide you (“Customer”) with a subscription to access and use the Glance systems (the “Services”) described in the order form (the “Order Form”) that you entered into with Glance’s reseller (the “Reseller”) during the term specified in such Order Form (the “Subscription Period”). In order to use the Services, Customer is responsible at Customer’s own expense to access the Internet, either directly or through devices that access Web-based content and pay any service fees associated with such access. “

b) User Account Information. In connection with Glance’s provision of the Services, Customer shall provide to Glance or the Reseller the User Account Information. “User Account Information” means the name and username for Customer personnel for whom Customer wants Glance to setup an account on the Glance systems.

 

 2. License Grant/Restrictions

a) License of User Account Information. Customer grants to Glance during the Subscription Period, and Glance accepts from Customer, a non-exclusive, worldwide, royalty free license to copy, display, store, use, transmit and display (including on and via the Internet) the User Account Information, solely to the extent necessary to provide the Services in accordance with this Agreement.

b) License Grant to Customer. Subject to the terms and conditions of this Agreement, Glance grants to Customer a non-exclusive, non-transferable, license, solely during the Subscription Period, to access and use the Services, solely for Customer’s internal use and for Customer’s interaction with a Participant and subject to any license restrictions set forth on the Order Form. “ “Participant” means an invitee of Customer with whom the Customer and the invitee share a screen using the Services, regardless of whether the individual has an account within the Services.

c) Restrictions.   The use of the Services shall be subject to the limitations and restrictions, if any, specified in the Order Schedule. Customer shall only use the Services and shall only transmit, distribute or store any content or materials in compliance with applicable law. Customer shall not modify, reverse engineer, disassemble, decompile, adapt, resell, rent, lease, loan, create, prepare derivative works or otherwise attempt to decipher any software provided in connection with the Services or any part thereof. Customer may not use the Services as a service bureau, as an application service provider or in any commercial time share arrangement. Customer may not use the Services in contravention to any applicable laws or government regulations. Customer shall not remove any proprietary label or notice contained within the Services. Customer shall take all measures necessary to ensure compliance by all Subscribers (as such term is defined below) with all terms and conditions of this Agreement. The right to use the Services is limited only to the Customer registered Subscribers and their Participants and includes those members of staff and others engaged by the Customer to perform work for the Customer. Customer shall indemnify and hold Glance harmless from and against any losses, damages and costs incurred by a breach of this Agreement by any of its Subscribers. Glance reserves the right to terminate the access of any Subscriber to the Services in the event of any such violation, in addition to its other remedies hereunder.

d) Responsibility for User Accounts and Passwords.   Customer is responsible for maintaining the confidentiality of each Subscriber’s accounts and passwords. Customer agrees to immediately notify Glance of any unauthorized use of Customer account of which Customer becomes aware.

e) Network Security. Customer shall not use the Services to violate or circumvent system or network security. Examples of system or network security violations include, without limitation, the following:

1. Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network;
2. Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network;
3. Interference of the service to any user, host or network including, without limitation, mail-bombing, flooding, deliberate attempts to overload a system and broadcast attacks; and/or
4. Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.

 f) Subscribers. Customer shall provide all user information reasonably necessary to enable Glance to create a profile for each person for whom Customer wishes to have access to the Services, pursuant to this Agreement (“Subscriber”). During the Subscription Period, Customer may designate one (1) Glance web page address for each Subscriber.

g) Software license. Customer may be required to download a software application from Glance’s website in connection with and as part of Customer’s use of the Services. In such event, Customer acknowledges and agrees that such use of such software will be governed by the terms and condition of this Agreement.

3. Ownership and Proprietary Rights

a) Ownership. Ownership of the Services, any related documentation, copies, modifications and derivatives of the Services (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of Glance and/or its licensors. Glance reserves all rights not expressly granted by it to Customer under this Agreement. There are no implied rights.

 

b) Confidentiality. Except as reasonably required to exercise its rights under this Agreement, each party shall maintain the Confidential Information of the other party in confidence. Each party agrees to use commercially reasonable efforts to prevent and restrain any unauthorized disclosure, communication, copying, use, distribution, installation or transfer of possession of Confidential Information by any of its employees, consultants, and agents to others or use it for any purpose, except pursuant to and in order to carry out, the terms and objectives of this Agreement. At a minimum, each party shall maintain at least the same procedures regarding the other party’s Confidential Information that it maintains with respect to its own. A party’s Confidential Information shall not include any information which: (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party from a third party without any breach of confidentiality to the party to whom the information relates; (iii) is disclosed by a party to a third party without any obligation of confidentiality to the party to whom the information relates; (iv) is independently developed without reference to Confidential Information; or (v) is disclosed in accordance with judicial or other governmental order. Without limiting the generality of the foregoing, Customer shall take all reasonable steps to prevent any personnel or Subscriber from removing any proprietary or other legend or restrictive notice contained or included in any material provided by Glance. Either party may publicly disclose the existence of this Agreement, but neither party shall disclose details of the Agreement without written consent from the other party. “Confidential Information” shall mean all information which is written, graphic, machine readable or other tangible form and is marked “confidential”, “proprietary”, “source code”, or in some other manner to indicate its confidential nature, or which under the circumstances of disclosure reasonably ought to be considered as confidential. Confidential Information shall expressly include all source and object code, documentation, and the terms and pricing under this Agreement.

c) Injunctive Relief. Both parties acknowledge that any use of the disclosing party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the disclosing party may be entitled hereunder, at law or equity, the disclosing party shall be entitled to seek an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.

4. Limitation of Liability

 Except for (i) a party’s breach of its confidentiality obligations under Section 3(b) above or (ii) a party’s willful misconduct, in no event will either party, or their respective affiliates, employees or agents, or Glance’s suppliers, be liable for loss of profits, business, use or data, or for interruption of business, or any other indirect, incidental, consequential or punitive damages even if advised of the possibility of such damages, regardless of the form of action, notwithstanding the failure of essential purpose of any limited remedy. Except for (i) a Glance’s breach of its confidentiality obligations under Section 3(b) above, (ii) Glance’s indemnification obligations in Section 5, or (iii) Glance’s willful misconduct, in no event will Glance have any liability to Customer hereunder. Any warranty with respect to the Services shall be provided by Reseller to Customer.

5. Indemnification

 a)    Indemnity. Glance will defend and indemnify, at its own expense, any third party claim against Customer that arises due to a claim that the Services (but excluding any third party products) infringe a valid patent, copyright or involves the misappropriation of a trade secret of a third party. Glance will pay such damages or costs as are finally awarded against Customer or agreed to in settlement for such claim provided that Customer gives Glance: (a) prompt written notice of any such claim or threatened claim; (b) sole control of the defense, negotiations and settlement of such claim; and (c) full cooperation in any defense or settlement of the claim (at Glance’s cost).

b)   Infringement Injunctions. If Customer’s use of the Services is, or in Glance’s opinion is likely to be, enjoined as an infringement or misappropriation of any third-party intellectual property right, Customer’s sole and exclusive remedy, and Glance’s entire liability shall be, at Glance’s discretion and expense, for Glance to: (a) procure for Customer the right to continue to use the Services under the terms of this Agreement; (b) replace or modify the Services or portions thereof so that it is non-infringing and substantially equivalent in function to the Services as enjoined; or (c) terminate this Agreement in whole or in part and refund to Customer the pre-paid and unused fees paid hereunder for the infringing Services.

c)   Exclusions. Notwithstanding the foregoing, Glance will have no liability for any claim of any kind to the extent it results from: (a) modification of the Services made other than by Glance; (b) the combination, operation or use with the Services of any product or services not supplied by Glance to the extent such claim could have been avoided if the products or services were not used in such combination; (c) failure of Customer to use updates or modifications provided by Glance, including those provided to avoid infringement; or (d) compliance by Glance with designs, plans or specifications furnished by or on behalf of Customer.

d.) Sole Remedy. The provisions of this section set forth Glance’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement of intellectual property rights of any kind.

 

6. General

a) Entire Agreement and Controlling Documents. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Any conflicting terms contained in any purchase order issued by Customer shall be of no force or effect, even if the order is accepted by Glance.

 

b) Assignment. This Agreement shall be binding upon and for the benefit of Glance and Customer and their respective legal representatives, successors, and assigns; provided, that Customer shall not assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under this Agreement without Glance’s prior written consent.

 

c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to (i) its conflict of law provisions, and (ii) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods. Each party consents to, and agrees that each party is subject to, the exclusive jurisdiction of the state and federal courts of the Commonwealth of Massachusetts with respect to any actions for enforcement of or breach of this Agreement.

 

d) Headings; Counterparts. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be an original instrument.

 

e) Relationship of the Parties. Glance and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or as creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other party's name or on its behalf.

 

f) Force Majeure. Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

 

g) Waiver and Severability. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of the subject right or any further right under this Agreement. If any provision of this Agreement or the application thereof to any party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. In such event the parties shall use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by applicable law, achieves the purposes intended under the invalid or unenforceable provision.