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This Subscription Service Agreement is entered into by and between Glossi, Inc, (“Glossi”) an entity and the customer (“Customer”) identified in an Order Form that references this Subscription Service Agreement. As used herein, references to the “Agreement” means this Subscription Service Agreement, all Order Forms hereunder, subsequent amendments, and such other attachments and exhibits that the parties’ authorized representatives mutually agree to in writing.
This Agreement was last updated on February 5, 2024. It is effective between Customer and Glossi as of the date an Order Form referencing this Subscription Service Agreement is signed by Customer.
1. DEFINITIONS
1.1 “Affiliate” means, with respect to a party, any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party. For purposes of this definition, the “control” of an entity (and the correlative terms, “controlled by” and “under common control with”) means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.
1.2 “Customer Material” means any data, fonts, images, templates, information, content, or material provided by Customer to Glossi or submitted to the Service by Customer or Licensed Users in the course of using the Service.
1.3 “Design” means any design output created by Customer or a Licensed User on the Service.
1.4 “Licensed Content” means content (including, but not limited to, stock media such as photos, templates, images, video, and audio) made available on the Service and that is subject to license terms.
1.5 “Licensed User” means an individual who is authorized by Customer to use the Service, for whom a subscription to the Service has been purchased, and who has a Login. Licensed Users may include Customer’s and its Affiliates’ employees, contractors, or agents.
1.6 “Login” means a username and password assigned to an individual for purposes of accessing the Service.
1.7 “Order Form” means Glossi’s standard order form that (i) specifies the Service(s) subscribed to by Customer; (ii) specifies the number of Licensed Users, Subscription Fees, and Subscription Term; (iii) is governed by and incorporates by reference this Agreement; and (iv) is signed by authorized representatives of both parties.
1.8 “Service” means the software-as-a-service offering(s) subscribed to by Customer as identified in the Order Form(s), including any updates thereto, as may be available online or via mobile application.
1.9 “Subscription Fee” means the recurring fee paid for access to the Service as set forth in one or more Order Forms.
1.10 “Subscription Term” means the duration for which Customer has subscribed to the Service as set forth in the applicable Order Form.
1.11 “Third Party Services” means any applications, products, and services not provided by Glossi that are used by Customer in conjunction with the Service.
2. SERVICE
2.1. Provision of Service. Subject to the terms and conditions of this Agreement, Glossi will provide Customer with access to and use of the Service for the duration of the Subscription Term. Glossi may, at its sole discretion, modify, remove, add, or enhance features of the Service from time to time. Glossi will provide Customer with support in accordance with the Support Level identified in the Order Form.
2.2. Customer Affiliates. Customer’s Affiliates may purchase access to the Service under this Agreement by entering into an Order Form. By entering into an Order Form, such Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement.
2.3. Logins. Each individual accessing the Service must have a unique Login. Customer shall not allow or authorize anyone other than the applicable individual to use such Login. Customer may deactivate a Licensed User’s Login and assign a Login to a new individual only when such Licensed User will no longer be using the Service. Customer shall promptly notify Glossi in the event Customer becomes aware of any unauthorized use of a Login.
2.4. Licensed Users. The number of individuals that have Logins shall be limited to the number of Licensed Users identified in the applicable Order Form(s). In the event Customer’s usage exceeds the number of Licensed Users identified in the applicable Order Form(s), Customer’s Licensed Users will be increased and Glossi will invoice Customer based on the then-current per-unit Subscription Fee (or as otherwise set forth in an Order Form), pro-rated for the remainder of the then-current Subscription Term. Any increase in the Licensed Users shall be effective for the remainder of the then-current Subscription Term.
2.5. License Restrictions. Customer shall not itself or through any employee, contractor, agent, or other third-party i) rent, lease, sell, distribute, offer in service bureau, sublicense, or otherwise make available the Service to any third party other than Licensed Users; ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; iii) access the Service for purposes of performance benchmarking; iv) access the Service for purposes of building or marketing a competitive product; or (v) use the Service to store or transmit a virus or malicious code.
2.6. Customer Obligations. Customer is responsible for providing all hardware, software, networking, and communications capabilities necessary for Customer’s access to the Service. Customer is responsible for all activities conducted by each Licensed User and each Licensed User’s compliance with the terms of this Agreement. Customer is solely responsible for the accuracy, quality, integrity and legality of Customer Material and of the means by which it acquired Customer Material and the contents thereof.
2.7. Information Security and Data Privacy. Glossi shall maintain industry-standard or better technical and organizational measures to maintain the security of the Service and Customer Material in Glossi’s possession. In providing the Service, Glossi will comply with its Privacy Policy available at https://www.glossi.io/legal/privacy-policy and incorporated herein by reference. Glossi’s Privacy Policy is subject to change at Glossi’s discretion, provided, however, that no such change will result in a material reduction in the level of protection provided for Customer Material. To the extent Personal Data subject to the Applicable Privacy Laws (as those terms are defined in the
Data Processing Addendum) is processed by Glossi under this Agreement, the Data Processing Addendum
available at: https://www.Glossi.com/policies/data-processing-addendum/(opens in a new tab or window) in hereby incorporated by reference.
2.8. Third Party Services. Customer may elect to use the Service in conjunction with Third Party Services. Customer’s use of such Third Party Services is subject to the terms and conditions applicable to such Third Party Services and Glossi makes no representations or warranties in relation to such Third Party Services.
3. INTELLECTUAL PROPERTY.
3.1. Reservation of Rights. Except as expressly set forth in this Agreement, all intellectual property rights in and to the Service and Licensed Content remain the sole property of Glossi and its licensors. Customer hereby assigns to Glossi any suggestions, ideas, enhancement requests, or other feedback provided by Customer to Glossi relating to the Service. Glossi owns all content, data, software, inventions, ideas, and other technology and intellectual property that it develops in connection with its products and the Service.
3.2. Licensed Content. Customer and its Licensed Users may use Licensed Content in connection with the Service. The use of Licensed Content is subject to additional license rights and restrictions that are identified on the Service when such Licensed Content is accessed.
4. CUSTOMER MATERIAL AND DESIGNS.
4.1 Customer Material. Customer represents and warrants to Glossi that Customer owns all rights, title, and interest in and to the Customer Materials or that Customer has otherwise secured all necessary rights in Customer Material as may be necessary to permit the access, use, and distribution thereof as contemplated by this Agreement. As between Glossi and Customer, Customer owns all right, title, and interest in and to Customer Material. Customer hereby grants Glossi, for the duration of the Subscription Term, a royalty-free license to display, host, copy, and use Customer Material solely to the extent necessary to provide the Service to Customer.
4.2 Designs. Customer may create Designs on the Service incorporating Licensed Content, Customer Material, and any other content or material available on the Service. Use of such Designs are subject to the terms of this Agreement.
4.3 Customer shall not upload to the Service any Customer Materials or create on the Service any Designs that violate Glossi’s Acceptable Use Policy available at: Https://www.glossi.io/legal/acceptable-use-policy/(opens a new tab or window). Glossi reserves the right to (but is not obligated to) remove any Customer Material or Design at any time that, in Glossi’s sole opinion, is in violation of this Agreement or any applicable law. Where possible, Glossi will provide Customer with notice upon removal of any such Customer Material.
4.4 Public Sharing of Customer Material and Designs. In using the Service, Customer and Licensed Users may publish or share Designs via a Third Party Service or create public links to Designs. Glossi maintains no responsibility in relation to such public sharing of Designs and Glossi’s enablement of such activity or the Service’s performance of actions to publicly share Designs at the instruction of Customer or Licensed Users shall not be considered a violation of any of Glossi’s obligations under this Agreement.
5. PAYMENT.
5.1. Fees and Payment Terms. Customer shall pay all fees set forth in all Order Forms. Subscription Fees will be invoiced in accordance with product being purchased, either monthly or annually, in advance. All invoices will be due and payable within thirty (30) days of the invoice date. Unless otherwise stated, all fees are non-refundable. Any fees remaining unpaid for more than thirty (30) days past their due date shall accrue interest at a rate of the lesser of 1.5% percent per month or the highest rate allowed by law. Glossi may also (at its discretion and in addition to other remedies it may have) suspend access to the Service if any invoice remains unpaid for more than 30 days. Unless explicitly stated otherwise, all fees and all references to “dollars” or “$” are to United States Dollars.
5.2. Taxes. The fees do not include sales, use, value-added, or other similar taxes or duties, and any such taxes shall be assumed and paid by the Customer except those taxes based on the net income of Glossi. Glossi will invoice Customer any applicable tax.
6. WARRANTIES AND DISCLAIMER.
6.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
6.2. Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, CUSTOMER UNDERSTANDS AND AGREES THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED “AS IS” AND GLOSSI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GLOSSI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S HARDWARE, OTHER SOFTWARE, THIRD PARTY SERVICES, OR CUSTOMER MATERIAL. Glossi makes reasonable efforts to ensure the Service is free of viruses or other harmful components, but cannot guarantee that the Service will be free from unknown viruses or harmful components. Glossi cannot guarantee that the Service will not incur delays, interruptions, or other errors that are outside of Glossi’s reasonable control and are inherent with the use of the internet and electronic communications.
6.3. Trial or Beta Services. From time to time Glossi may invite Customer to try, at no additional charge, features or functionality that are not generally available to customers and are identified as beta functionality or trial services (“Trial Services”). Customer may elect to use Trial Services at its discretion. Trial Services are provided for evaluation purposes, not part of the Service until made generally available to customers, may contain bugs or errors, and may be subject to additional terms. TRIAL SERVICES ARE NOT CONSIDERED “SERVICE” FOR PURPOSES OF GLOSSI’S OBLIGATIONS HEREUNDER AND ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. Glossi may discontinue Trial Services at any time in Glossi’s sole discretion and may never make them generally available.
7. CONFIDENTIALITY.
7.1. Definition. “Confidential Information” means, without limitation, any proprietary information, customer information, product plans, inventions, technical data, trade secrets, know-how, the terms of this Agreement, Customer Data, or other business information, in each case disclosed or made available by a party (“Discloser”) to the other party (“Recipient”) whether orally or in writing hereunder.
7.2. Non-Use and Non-Disclosure. The Recipient shall, with respect to Confidential Information of the Discloser: (i) not disclose such Confidential Information to any third party at any time and limit disclosure to its employees, contractors, or its legal, financial and accounting advisors having a need to know and who have agreed to be bound by confidentiality obligations that are at least as restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the Confidential Information with at least the same degree of care as Recipient uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care. Notwithstanding the foregoing, Recipient may disclose Confidential Information solely to the extent necessary to comply with a court order or as otherwise required by law or a government body, provided that Recipient must give Discloser prompt written notice and obtain or allow for a reasonable effort by Discloser to obtain a protective order prior to disclosure.
7.3. Exclusions. The obligations with respect to Confidential Information shall not apply with respect to Confidential Information Recipient can demonstrate: (i) is now or becomes publicly available through no fault of Recipient; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to Recipient without obligation of confidentiality prior to such disclosure; or (iv) is, at any time, independently developed by Recipient without use of Discloser’s Confidential Information.
8. LIMITATION OF LIABILITY.
8.1. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO GLOSSI HEREUNDER DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR CUSTOMER’S BREACH OF SECTION 2.5 (“LICENSE RESTRICTIONS”).
8.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST BUSINESS, OR LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITIES ARISING OUT OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR CUSTOMER’S BREACH OF SECTION 2.5 (“LICENSE RESTRICTIONS”).
9. INDEMNIFICATION.
9.1. By Glossi. Glossi shall defend Customer from and against any claim, demand, or action brought by a third party against Customer, and indemnify and hold Customer harmless from any third party damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ and experts’ fees, in each case that are finally awarded to the third party by a court of competent jurisdiction or otherwise owed in any settlement, in each case to the extent arising from any allegation that the Service infringes any patent, copyright, or trade secret of a third party. Notwithstanding the foregoing, Glossi will have no liability for any infringement claim of any kind if the claim results from: (i) modification of the Service made by Customer or its agents; (ii) unauthorized or unlicensed use of the Service; (iii) Customer Material; or (iv) or Glossi’s creation of designs, templates, or materials pursuant to Customer’s instructions.
9.2. By Customer. Customer shall defend Glossi from and against any claim, demand, or action in any form brought by a third party (including without limitation any User) against Glossi, and indemnify and hold Glossi harmless from any damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ and experts’ fees, including in each case any of the foregoing that are finally awarded to the third party by a court of competent jurisdiction or otherwise owed in any settlement, in each case to the extent arising from or related to: (i) use of the Service by Customer or any Licensed User in a manner that breaches Section 2.5 (License Restrictions) of this Agreement; and (ii) Customer or any Licensed User’s breach of Sections 4.1 and/or 4.3 (Customer Material and Designs).
9.3. Rights Upon Infringement. If Customer’s use of the Service is, or in Glossi’s opinion is likely to be, enjoined, Glossi may, at its sole option and expense: (i) procure for Customer the right to continue using the same under the terms of this Agreement; (ii) replace or modify the Service so that it is non-infringing; or (iii) if options (i) and (ii) above cannot be accomplished despite Glossi’s reasonable efforts, Glossi may terminate this Agreement and Customer’s rights to the Service and refund a pro-rated portion of any pre-paid Subscription Fees for the period beginning on the effective date of termination through the end of the then-current Subscription Term.
9.4. Procedure. If one party (the “Indemnitee”) receives any notice of a claim or other allegation with respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, the Indemnitee will, within fifteen (15) days of receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee shall not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor.
9.5. Exclusive Remedies. The provisions of this Section 9 set forth Glossi’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement of any intellectual property rights of any kind.
10. Term and Termination.
10.1. Agreement Term. The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the expiration or termination of all Order Forms, unless otherwise terminated earlier as provided hereunder.
10.2. Subscription Term. The initial Subscription Term shall be specified in the relevant Order Form. Upon the expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive 12-month terms, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term. The initial Subscription Term and any Renewal Term are collectively the “Subscription Term.” Upon expiration of the then-current Subscription Term, Glossi may increase the Subscription Fees for a Renewal Term by providing Customer with prior notice.
10.3. Termination for Cause. Either party may terminate the Agreement immediately upon written notice (i) in the event the other party commits a non-remediable material breach of the Agreement; (ii) the other party fails to cure any remediable material breach within 30 days of being notified in writing of such breach; (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
10.4. Effect of Termination for Cause. In the event of termination of this Agreement due to a default by Glossi, Glossi shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of the then-current Subscription Term. In the event of a termination of the Agreement due to a default by Customer, Customer shall pay for all amounts due and owing for the Service for the duration of the Subscription Term, and any other fee or charge associated with Customer’s use of the Service as set forth in the Agreement.
10.5. Survival. Sections titled “Definitions”, “Term and Termination”, “Fees”, “Intellectual Property,”, “Limitation of Liability,” “Indemnification,” “Confidential Information”, and “Miscellaneous” inclusive, shall survive any termination of this Agreement.
11. Miscellaneous.
11.1. Compliance with Applicable Law. Each party agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with i) in the case of Customer, Customer’s use of the Service; and ii) in the case of Glossi, Glossi’s provision of the Service.
11.2. Governing Law and Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. Any legal action or proceeding arising under the Agreement shall be brought exclusively in the federal or state courts located in California, and the parties hereby consent to exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from application to this Agreement.
11.3. Relationship of Parties. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
11.4. Attorneys’ Fees. In any court action at law or equity that is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
11.5. Equitable Relief. Both parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein may cause irreparable injury to other party for which monetary damages alone would not be an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
11.6. Publicity. Customer permits Glossi to use Customer’s name and logo to identify Customer as a customer on Glossi’s website and in its marketing materials in accordance with any trademark guidelines or instructions provided by Customer. Customer permits Glossi to issue a press release announcing Customer as a customer. Glossi agrees to obtain Customer’s approval of the text of any such press release prior to publication and Customer agrees that such approval will not be unreasonably withheld or delayed. Following an agreed-upon press release, Glossi may use the content of the press release on Glossi’s website and in marketing materials.
11.7. Force Majeure. Neither party shall be deemed to have breached any provision of the Agreement as a result of any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third party telecommunications or Internet equipment or service, other catastrophes, or any other occurrences which are beyond such party’s reasonable control. This Section does not excuse Customer’s payment of fees due under this Agreement provided that Glossi continues to provide the Service as set forth in the Agreement.
11.8. Assignment. Neither party may assign this Agreement or any of its right or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may transfer and/or assign this Agreement, without the other party’s consent, to any successor by way of a merger, acquisition, or change of control. For the purposes of this Agreement, “change of control” means consolidation, or any sale of all or substantially all of the assignee’s assets or any other transaction in which more than 50% of its voting securities are transferred.
11.9. Headings and Severability. Headings used in this Agreement are provided for convenience only and will not in any way affect the meaning or interpretation of the Agreement or any portion thereof. If a particular provision of this Agreement is found to be invalid or unenforceable, it shall not affect its other provisions and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
11.10. Waiver. The failure of either party to enforce at any time the provisions of the Agreement, the failure to require at any time performance by the other party of any of the provisions of the Agreement, or the express waiver by either party of any provision, condition or requirement of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
11.11. Notices. All legal notices required or permitted under the Agreement will be in writing and delivered by courier or overnight delivery service, certified mail, or electronic mail and in each instance will be deemed given upon receipt. All notices to Customer will be sent to the physical address and/or email addresses set forth in the Order Form. All notices to Glossi shall be sent to The address for notice to Glossi depends on which Glossi entity Customer has executed an Agreement with, as identified in the applicable Order Form.
If the entity with which Customer has contracted with:
· Glossi US, Inc. – the notice address is 4201 Wilshire Blvd. Suite 600, Los Angeles, CA 90010
11.12. Entire Agreement. This Agreement and the associated Order Forms constitute the entire agreement of the parties with respect to the subject matter contemplated herein, and supersedes any prior representations, agreements, negotiations, or understandings between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may not be modified except by written instrument signed by both parties and referring to the particular provisions to be modified. All terms, conditions, or provisions on a purchase order shall be of no force and effect notwithstanding the acceptance of such purchase order after the date of this Agreement. In the event of a conflict between the terms of this Agreement and an Order Form, the terms set forth in the Order Form shall control. This Agreement is binding upon and inures to the benefit of, the parties and their respective permitted successors and assigns.