Parties

1. Jellybooks Ltd, incorporated and registered in England and Wales with company number 07503460, whose registered office is at 19 Villa Road, Ground Floor, London, SW9 7ND ("Jellybooks")
2. Client, as per details submitted in the application, is a publisher incorporated in Canada who is participating in the Livres Canada Books Book Preview Service organised by Livres Canada Books and Jellybooks Ltd ("Client")

each a "Party" and together the "Parties".

THIS AGREEMENT CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN PUBLISHER AND JELLYBOOKS. BY CLICKING "ACCEPT", "I AGREE" OR OTHERWISE INDICATING AGREEMENT ELECTRONICALLY, PUBLISHER AGREES TO THIS AGREEMENT AND CONFIRMS THAT IT UNDERSTANDS AND ACCEPTS (AND IS ABLE TO UNDERSTAND AND ACCEPT) THIS AGREEMENT, AND THAT PUBLISHER AGREES TO BE BOUND BY THIS AGREEMENT.

Recitals

1. Jellybooks provides an online platform on a software-as-a-service (SaaS) basis with solutions and services to support Book Publishers.
2. Client wishes to procure, and Jellybooks wishes to provide Client, with access to its platform together with solutions and services as described in this Agreement and in the Statement of Work ("SOW") on the terms of this Agreement.

Statement of Work

This Statement of Work (SOW) sets out the principal commercial terms of the engagement of Jellybooks by Client. This SOW incorporates and shall be read in conjunction with the Jellybooks Standard Terms ("Standard Terms") and any attached Schedules which together constitute a binding agreement between Client and Jellybooks (the "Agreement"). In the event of any conflict or inconsistency between the terms of the Agreement, the SOW shall take priority, followed by the Standard Terms and then any Schedules (unless specified otherwise).

Jellybooks Standard Terms

1. INTERPRETATION
   1. The following definitions apply to this Agreement:

      Affiliate	means any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a Party, where "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise;
      Business Day	means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London;
      Business Hours	means 9.00am to 5.30pm local UK time, on a Business Day;
      Change	means additional Services and/or Deliverables or any change to Services and/or Deliverables agreed pursuant to Clause 5;
      Client Materials	means all content, materials, functional requirements, data, and information provided or to be provided by Client to Jellybooks as described in Schedule 1 including any Creative Works;
      Client Personal Data	has the meaning set out in Schedule 4;
      Creations	means all Intellectual Property Rights that derive from the Platform, Services, Deliverables, and/or other creations deriving from the Jellybooks Cloud Reader and/or the Platform;
      Creator	means the author, illustrator, narrator, or artist who is deemed to be the owner, part-owner or joint-owner of the copyright in the Creative Work in accordance with applicable laws;
      Creative Works	means the creative output of a Creator as made available to Jellybooks by the Client, Creator, Distributor or Rights Holder as part of the Client Materials;
      Data Controller	has the meaning set out in Schedule 4;
      Data Protection Laws	has the meaning set out in Schedule 4;
      Defect	means a material defect or error in the Deliverables or material non-compliance with the SOW, caused by Jellybooks, having regard to the applicable stage and intended purpose or use of the Deliverables;
      Deliverables	means the services, reports, documents, or software product modified for the Client's needs as listed in the SOW which, where applicable, are described in more detail in Schedule 1;
      Distributor	means the legal entity distributing the Client Materials on behalf of the Creator or Rights Holder and who may be a service provider of the Client;
      End User(s)	means users of the Jellybooks Cloud Reader and users of any other website or content made available by Jellybooks to readers and consumers;
      Force Majeure Event	means circumstances beyond the reasonable control of a Party to this Agreement, whether or not reasonably foreseeable at the time of entering into this Agreement, making it impractical to perform its obligations including: acts of God, flood, storm, drought, earthquake or other natural disaster; disease, epidemic or pandemic; compliance with any law or governmental order or World Health Organisation rule, decision, regulation, guidance, recommendation, or direction; terrorist attack, civil commotion, war or riots; malicious damage; nuclear, chemical, or biological contamination; internet outages; sabotage or damage to subsea cables required for the transmission of internet communications; communication outages; failure of a utility service or transport network; default of Jellybooks' subcontractors; collapse of building, fire, explosion, breakdown, or accident; and strikes, lock-outs or other industrial disputes (whether involving the workforce of Jellybooks or any other party).
      Initial Term	has the meaning set out in the SOW;
      Intellectual Property Rights	means intellectual property rights including copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection worldwide;
      ONIX	means the XML format as defined and maintained by Editeur which is used in the book trade for sharing bibliographic, territorial, pricing, and other information as it related to Creative Works;
      Personal Data	has the meaning set out in Schedule 4;
      Platform	means the cloud-based Jellybooks hardware and software infrastructure, including the Jellybooks Cloud Reader, for distributing literary, audio and other content to End Users and collecting demographic and engagement data from End Users along with the systems for storing, processing and analysing data being collected, including the Publisher and Retailer Portal;
      Process(ing)	has the meaning set out in Schedule 4;
      Publisher Portal	means the Jellybooks' platform for Clients available via www.jellybooks.com/candy
      Publisher	means the entity who has the right to publish, distribute and market a Creative Work on behalf of the Creator;
      Purpose	means the sole purpose for which Client may use the Platform, Services and/or Deliverables as described in the SOW;
      Renewal Term	has the meaning set out in Clause 12.1;
      Rights Holder	means the Creator, Publisher, or Distributor, who has the right to publish and distribute the Creative Work that form part of the Client Materials;
      Services	means the services listed in the SOW to be provided by Jellybooks to Client which are described in more detail in Schedule 2;
      SLA	means the service level terms set out in Schedule 3
      Term	means the Initial Term and any subsequent Renewal Terms;

   2. Neither the order of the Clauses, Schedules, or paragraphs nor the headings shall affect the interpretation of this Agreement.
   3. References to "Clauses" and "Schedules" are to the Clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
   4. A "person" includes a natural person, corporate or unincorporated body.
   5. A reference to "writing" or "written" includes email.
   6. Unless the context otherwise requires, words in the singular include the plural and vice versa.
   7. Unless the context otherwise requires, a reference to one gender shall include a reference to any other gender.
   8. A reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   9. The words "include" and "including" (or similar) shall be deemed to have the words "without limitation" after them.
2. ACCESS AND LICENCE
   1. Access to the Platform is conditional upon Client agreeing to follow the applicable on-boarding and registration process ("On-boarding Process"), if any, as instructed by the Jellybooks' account management team.
   2. Subject to completion of the On-boarding Process, Jellybooks shall provide Client with access to the Platform and provide the Services and Deliverables in accordance with this Agreement and as set out in each SOW.
   3. In consideration of the publisher's participation in this program and for the duration of the program, Jellybooks hereby grants Client:
      1. a limited, non-exclusive, non-transferable, sub-licensable (only to Client's Affiliates) licence to use the Platform and Deliverables during the Term in the Territory solely in connection with the Purpose upon and subject to the terms of this Agreement; and
      2. a limited, non-exclusive, non-transferable, a royalty free, licence in the Territory to use and retain printed or exported Deliverables which have been explicitly permitted by Jellybooks in writing solely in connection with/for use by Client and to share these with Creators where their Creative work is part of the Client Materials.
   4. Except as permitted in Clause 2.3, Client may not use the Services, Deliverables, or the Platform for any other purpose without Jellybooks' prior written consent and Client acknowledges that additional Fees may be payable on any change of use approved by Jellybooks.
   5. Client undertakes and warrants that, except to the extent expressly permitted under this Agreement, Client shall not, nor shall it authorise or assist any non-Affiliate third party to:
      1. distribute, copy, rent, lease, sublicense, assign, transmit, sell, transfer, sublicense, disclose, display, communicate or otherwise make available the Platform, Deliverables, and/or the Services or any of Client's rights granted herein;
      2. copy, modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code (or the underlying structure, sequence, or organisation) of the Platform, Deliverables and/or the Services;
      3. remove, alter, or conceal, in whole or in part, any copyright, trademark, patent, or other proprietary notice or designation, displayed or contained on/in the Platform, Deliverables and/or the Services;
      4. circumvent, disable, or otherwise interfere with, or attempt to interfere with, security-related features or protocols of the Platform, Deliverables and/or the Services;
      5. Knowingly publish, transmit, or link to any robot, spider, crawler, virus, malware, Trojan horse, spyware, or similar malicious code or item intended (or that has the potential) to damage, disrupt, compromise, or exploit the Platform, Deliverables and/or the Services;
      6. use the Platform, Deliverables, and/or the Services in violation of any applicable law or governmental rule or regulation (including applicable Data Protection Laws);
      7. use the Platform, Deliverables, and/or the Services other than in respect of the Purpose;
      8. use the Platform, Deliverables, and/or the Services to infringe, misappropriate, or violate any privacy rights and third party's rights (including Intellectual Property Rights);
      9. make a derivative work of, or use the Platform, Deliverables, and/or the Services to develop a product or service that is the same as, or substantially similar to, or that competes with the Platform, Deliverables and/or the Services;
      10. use the Platform, Deliverables and/or the Services in a way that is derogatory, libellous, threatening, offensive, harassing, deceptive, abusive, promoting of violence or any illegal activities;
      11. use the Platform, Deliverables, and/or the Services other than as permitted under this Agreement; and/or
      12. act in a manner that may be perceived as damaging to Jellybooks or Jellybooks' service providers' reputation and goodwill, or which may bring Jellybooks or its service providers into disrepute or harm.
   6. Client shall prevent, and shall be solely responsible for, any unauthorised access to or use of the Platform, Deliverables and/or the Services via log-in credentials provided to Client. Client will immediately notify Jellybooks of any unauthorised access or use of the Platform, Deliverables, and/or the Services.
   7. Client hereby grants to Jellybooks during the Term a royalty free, worldwide, non-exclusive, non-transferable licence to use, reproduce, reformat, only for purposes of compatibility with the Services and Deliverables, publicly display and distribute Client Materials, in accordance with Clause 6, for the purposes of providing the Deliverables and/or the Services only. No other use shall be permitted under this Agreement, and the license shall terminate upon termination of this Agreement. Such modifications shall be limited to features allowing for the ingestion and functionality of the Client Materials on the Jellybooks platform and those of Jellybooks' partners named in this clause 2.7.
3. SERVICES AND DELIVERABLES
   1. Subject to the acceptance of these terms and conditions by Client, Jellybooks shall provide the Services and Deliverables to Client in accordance with and subject to the terms of this Agreement.
   2. Jellybooks will assign personnel whom it considers appropriate to perform the Services and deliver the Deliverables and may at any time at Jellybooks' discretion assign, reassign and substitute personnel or subcontract the Services provided that Jellybooks shall remain liable for any breach of this Agreement caused by its personnel or subcontractors.
   3. Jellybooks will host the Platform, Services, Deliverables, and/or Client Materials with one or more third party cloud services providers. Jellybooks will deploy a set of servers and infrastructure software sufficient to meet the needs of the hosting capacity requirements of the Platform, Services, Deliverables, and/or Client Materials (in Jellybooks' sole judgement), and shall provide security in accordance with 6.8.
   4. Jellybooks will provide support services and uptime guarantees with respect to the Platform, Deliverables, and/or the Services pursuant to the SLA.
   5. Client shall co-operate fully with and act in good faith towards Jellybooks at all times and provide or procure all Client Materials, approvals, information, materials, feedback, access to and time with Client's staff and agents, by the date(s) specified in the SOW and otherwise promptly on request.
   6. Client shall obtain and maintain all necessary licences and consents and comply with all applicable laws as required to enable Jellybooks to provide the Services and/or Deliverables.
4. DELIVERY
   1. Jellybooks will use all commercially reasonable efforts to supply the Services and/or Deliverables in accordance with the SOW in all material respects, and by the applicable due date and on a timely basis. Time shall be material but not of the essence in respect of delivery of the Services and/or Deliverables.
5. CHANGES, DELAYS AND ADDITIONS
   1. In the event that Client requires any Change it shall notify Jellybooks in writing and Client and Jellybooks shall, prior to such Change being effective or implemented, agree:
      1. the nature of the Change;
      2. the procedures for implementing such Change; and
      3. the applicable variations to the SOW including any impact upon the Fees, including any non-recurring engineering (NRE) fees to be paid by Client for bespoke software development.
   2. Jellybooks shall not be required to supply any additional Services and/or Deliverables or undertake any Change unless agreed in writing and until any Change is formally agreed between Client and Jellybooks. Jellybooks will continue to perform and be paid for the Services and/or Deliverables as if the Change had not been proposed.
   3. Jellybooks shall not be liable for any delay in the performance of Services and/or Deliverables if such delay is caused directly or indirectly by Client or any failure of Client to supply Jellybooks with Client Materials, approvals or instructions requested or required by Jellybooks.
6. CLIENT MATERIALS AND THIRD PARTY CREATIVE WORKS
   1. Client shall make the Client Materials available to Jellybooks in accordance with Schedule 1, so that Jellybooks may carry out the Services listed in the SOW.
   2. Jellybooks shall have a right to use the Client Materials for as long as it is providing access to the Client through the Publisher and Retailer Portal whether payment has been received from Client or not.
   3. Jellybooks may use the Client Materials only for providing the Services listed in the SOW and may not sell, lease, rent or otherwise make any commercial use of the Client Materials except as for the purposes described in the SOW.
   4. Jellybooks shall not modify any Client Materials other than as required to carry out the Services under the SOW, which include:
      1. inserting supplementary material (in HTML format) at the end of the sample such as a buy page, end-user terms and conditions, and similar
   5. Jellybooks shall have the right to shorten Creative Works to create samples, excerpts and snippets in accordance with the rules on length and format specified in the SOW. A sample shall be defined as a shortened version of the book starting at the beginning of the book (usually the cover, but sometimes the "start of narrative" if so set by the publisher in the ePub) and running for 10% of total book word count. Any samples exceeding 10% of total word count shall be subject to Client approval.
   6. Where the Platform, Deliverables and/or the Services include the storage, communication or transmission of Client Materials, third party content or any communication by Jellybooks to any third party for or on behalf of Client, Jellybooks warrants only that it will provide such communication with reasonable skill and care by itself or using such third party as it deems appropriate and implement security measures and practices to store and protect the Client's Creative Works against unauthorized file sharing or other unauthorized modifications, manipulations, or uses, in line with industry best practices and procedures, but Jellybooks otherwise accepts no liability for the content of such communications or for any such communication being incorrectly sent or received. In the interest of protecting copyright in the Client's Creative Works, Jellybooks shall prevent direct access to the Creative in any manner which could add the Creative Works, to datasets which aim to teach or train non-proprietary generative artificial intelligence or machine learning technologies ("AI"), including but not limited to use of non-proprietary AI for creation of the samples, excerpts, snippets, or summaries. Jellybooks will prevent, as far as possible, access by automated systems to online samples, but shall not be liable, if unauthorized online samples are used as prompts or training input by third-party individuals or corporations.
   7. Jellybooks gives no warranty or representation and shall have no liability in relation to any Client Materials or any third party or user generated content, materials or communication and gives no warranty or representation as to whether they contain or are free from any infringing, inappropriate or legally restricted content and explicitly excludes all and any liability in relation thereto. Client warrants that it is fully entitled to grant Jellybooks the right to use Client Materials hereunder and undertakes to indemnify and hold harmless Jellybooks in full and defend, at its own expense, Jellybooks against all costs, damages and losses incurred by Jellybooks arising out of its use of Client Materials including against any claim that Client does have all necessary licences and consents to Client Materials.
   8. Jellybooks is not obliged to review, monitor or moderate and will have no liability for the content of any Client Materials or any third party or user generated content, materials or communication transmitted via the Platform, Deliverables, and/or the Services.
   9. It is further agreed, acknowledged and understood that the views expressed in any Client Materials or third party communications are not those of Jellybooks unless specified otherwise in writing by Jellybooks and Client shall be responsible therefor and hereby accepts liability in respect thereof and shall indemnify Jellybooks in respect of the same.
   10. Jellybooks shall have the right to delete, restrict, remove and/or suspend access to any Client Materials and any third party or user generated content, materials or communication stored or transmitted as part of the Platform, Deliverables and/or the Services if it reasonably considers it necessary to do so in order to comply with applicable laws and in such circumstances Jellybooks shall have no liability to Client but shall co-operate with Client to find a solution to such problem.
   11. Jellybooks shall have the right and ability to delete or destroy Client Materials held electronically by or on behalf of Jellybooks following termination of the Agreement for any reason, and shall confirm it has done so in writing, if applicable
   12. Jellybooks shall remove Creative Works that are part of the Client Materials from distribution within 48 hours or less, if instructed to do so by Client, Distributor, Publisher, or Client's legal authority in writing or through an ONIX update.
   13. Unless stated otherwise in this Agreement, Jellybooks shall not be required to remove any Client Materials retrospectively from distribution on the instructions of Client, Creator, Distributor, Rights Holder, or any other Data Controller where doing so would be considered by Jellybooks as excessive or manifestly unfounded in accordance with applicable Data Protection Laws.
7. INTELLECTUAL PROPERTY RIGHTS
   1. Jellybooks and/or its licensors own all rights, title, and interest (including any Intellectual Property Rights) in and to the Platform, Deliverables and Services. Except as expressly stated in Clause 2.3, Jellybooks does not grant Client any other right or licence, whether by implied licence, estoppel, exhaustion, operation of law, or otherwise. Any rights not expressly granted herein are hereby reserved by Jellybooks and its licensors. On termination of this Agreement, any rights held by Jellybooks to any Deliverables derived from the Client Materials (the "Client Materials Derivatives") shall be terminated.
   2. Client and/or its licensors own all rights, title, and interest (including any Intellectual Property Rights) in and to Client Materials and derivatives of the Client Materials. Except as expressly stated in Clause 2.7, Client does not grant Jellybooks any other right or licence, whether by implied licence, estoppel, exhaustion, operation of law, or otherwise. Any rights not expressly granted herein are hereby reserved by Client and its licensors.
   3. The Platform, Services and/or Deliverables may include or be subject to terms and conditions, open source or other licences, notices or restrictions imposed by third parties ("Third Party Terms") in respect of software components, creative materials or other works or information, or access or use of premises, platforms or services ("Third Party Items"). Client shall comply with all Third Party Terms notified or made available to it by Jellybooks.
   4. Excepting Client Materials and derivatives of Client Materials, all Intellectual Property Rights that derive from the Platform, Services, Deliverables, and/or other creations deriving from the Jellybooks Cloud Reader and/or the Platform (together "Creations") shall belong to and vest in Jellybooks absolutely on creation.
   5. To the extent that any Intellectual Property Rights in Creations do not vest in Jellybooks for any reason whatsoever, Client hereby assigns, and by way of future assignment shall assign, to Jellybooks, with full title guarantee and including by way of present assignment of past, present and future copyright (if applicable), all Intellectual Property Rights in Creations and all materials produced pursuant or preparatory thereto, including the exclusive right to do and to authorise others to do any and all acts in relation to Creations throughout the world together with all rights of action in respect of any past or existing infringements of such Intellectual Property Rights by any third party.
   6. Client agrees to do all things required by Jellybooks for Intellectual Property Rights in Creations to vest in, or be assigned to, Jellybooks as set out in this Clause 7 (including by the execution of any documents or deeds).
   7. Jellybooks shall not take any action that would in any way impair Publisher's Intellectual Property Rights.
8. PAYMENT
   1. Participation in the Livres Canada Books Book Preview Service is free of charge and is being offered on these terms until 31 December 2027 and the offer may be extended on these terms beyond 31 December 2027 at the discretion of Jellybooks.
   2. Distribution to bookshops and retailers (the DISCOVERY Light service) is offered to Publisher under this agreement free of charge until 30 June 2027.
   3. Participation in the DISCOVERY Light service after 30 June 2027 is at the Publisher's discretion and is not automatic.
   4. There will be a fee to participate in the DISCOVERY Light service after 30 June 2027.
9. WARRANTY
   1. Each Party represents, warrants and undertakes to the other Party that it has the requisite power and authority to enter into this Agreement and to perform fully its obligations hereunder and that it has not entered into and will not enter into any arrangement which would restrict or inhibit the exercise by the other Party of its rights under this Agreement.
   2. Save that no such warranty is given in respect of the Client Materials, and subject to compliance by Client with the terms of this Agreement, Jellybooks warrants to Client that:
      1. it shall perform the Services and/or provide the Deliverables in a professional and workmanlike manner and using no less than reasonable care and skill;
      2. it shall not use any unlicensed materials in connection with the Services and/or Deliverables;
      3. it shall comply with all laws, regulations applicable to the Services and/or Deliverables;
      4. on delivery the Deliverables shall materially accord with the SOW; and
      5. on delivery the Deliverables will not (save in respect of patents of which Jellybooks is unaware) infringe the Intellectual Property Rights of Client or any third party.
10. LIABILITY
    1. Except as expressly and specifically provided in this Agreement and to the fullest extent permissible pursuant to applicable law, Jellybooks disclaims all warranties and conditions express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, in relation to the Platform, Services and/or any Deliverables, their use and the results of such use. Client acknowledges that it is its sole responsibility to determine that the Platform, Services, and/or any Deliverables meet its business requirements.
    2. Nothing in this Agreement excludes the liability of Jellybooks:
       1. for death or personal injury caused by Jellybooks' negligence;
       2. for fraud, fraudulent misrepresentation, or fraudulent misstatement; or
       3. any statutory liability not capable of limitation.
    3. Subject to Clause 10.2, Jellybooks shall not be liable for and gives no warranty or representation and shall have no liability whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise in respect of:
       1. any indirect, incidental, special or consequential loss costs, damages, charges, or expenses, or for any loss of profits, business, revenue, data or use, depletion of goodwill, pure economic loss and/or similar losses incurred by Client or any third party however arising under this Agreement;
       2. any Third Party Items;
       3. any Client Materials, except as otherwise noted in 6.8;
       4. any adaptation or modification of the Deliverables for purposes of accessibility and readability made by a third-party system, i.e. not made by Jellybooks;
       5. the operation of the Deliverables or use of the Services on or with any media, platform, venue, software, or hardware other than that for which they were created, or for purposes other than the Purpose;
       6. any failure of Client to adopt adequate security;
       7. the hosting, distribution or use of the Deliverables or Services by any person other than Jellybooks or Client unless otherwise arranged and provided, or approved, by Jellybooks;
       8. the monitoring, moderation and content of Client Materials or any communications, data, information, or materials transmitted through, via or using the Platform, Services and/or any Deliverables; or
       9. whether the Platform, Services and/or any Deliverables will be wholly uninterrupted or error-free and Jellybooks shall not in any event be liable for interruptions to the Platform, Services, and/or any Deliverables other than as a result of breach of this Agreement by Jellybooks.
    4. Subject to Clause 10.2 and Clause 10.3, Jellybooks' total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under and/or in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees (excluding any third party expenses) actually received by Jellybooks in the 12 months immediately preceding the date upon which the relevant claim arose.
11. CONFIDENTIALITY
    1. In this Clause 11, "Confidential Information" means any information or Intellectual Property Rights that are clearly labelled or identified as confidential or ought to reasonably be treated as being confidential including all information relating to the methodologies, processes, procedures, materials, finances, business, clients or suppliers of Jellybooks. Confidential Information includes this Agreement, Deliverables and Client Materials, but excludes any information which:
       1. is or becomes publicly known other than through a breach of this Agreement;
       2. was in the receiving Party's lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
       4. is independently developed by the receiving Party and that independent development can be shown by written evidence; or
       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each Party will hold the other Party's Confidential Information in confidence and not make the other Party's Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party will use the other Party's Confidential Information for any purpose other than the implementation of this Agreement.
    3. Each Party will take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its directors, employees, representatives, agents and sub-contractors in breach of the terms of this Agreement.
    4. This Clause 11 will survive termination of this Agreement for a period of 5 years, without prejudice to any continuing obligations of confidence at common law or otherwise.
12. TERM AND TERMINATION
    1. This Agreement shall commence on the Effective Date and continue for the Initial Term.
    2. Either Party may terminate the Agreement (or applicable part thereof) in the event that the other breaches any term of this Agreement and fails to remedy that breach within 30 days of receiving written notice of the same. In the event that Client fails to make any payment due hereunder by the applicable due date, Jellybooks shall be entitled to suspend access to the Platform and/or the provision of all or part of the Services and/or Deliverables until such time as such payment is received in full.
    3. On termination of this Agreement for any reason:
       1. all licences granted under this Agreement will immediately terminate;
       2. each Party will return or destroy (at the other Party's discretion) all Confidential Information of the other Party in its possession within 5 business days; and
       3. Client shall immediately pay all outstanding Fees due to Jellybooks.
    4. The accrued rights and remedies of the Parties will survive termination of this Agreement for any reason.
    5. Clauses 1, 2.3.2, 6, 7, 8 (in respect of any unpaid Fees), 10, 11, 12, 14 – 24 (inclusive) shall survive termination.
13. DATA PROTECTION
    1. Each Party to this Agreement shall at all times comply with its respective obligations under Data Protection Laws.
    2. Where Jellybooks is collecting or Processing End User Personal Data, Jellybooks is deemed an independent Data Controller pursuant to the Data Protection Laws. The Jellybooks Privacy Policy sets out what Personal Data Jellybooks collects and how it uses such Personal Data and can be found at https://www.jellybooks.com/about/legal/privacy.
    3. Where Jellybooks receives Client Personal Data from Client or Processes Client Personal Data on Client's behalf, the Data Processing Addendum in Schedule 4 shall apply in respect of such Processing (including any transfers of Client Personal Data from Client to Jellybooks).
14. FORCE MAJEURE
    1. If a Party is prevented, hindered or delayed in or from performing any of its obligations under or in connection with this Agreement by a Force Majeure Event (except for its payment obligations), the affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations (expect for its payment obligations).
    2. The affected Party claiming the Force Majeure Event shall promptly notify the non-affected Party in writing of its reasons for the delay or stoppage and its likely duration and shall take all reasonable steps to overcome the delay or stoppage.
    3. If any Force Majeure Event occurs, the dates for performance of the affected obligations shall be postponed for so long as is made necessary by the Force Majeure Event, provided that if any Force Majeure Event continues for a period of or exceeding thirty (30) consecutive days, the non-affected Party shall have the right to terminate this Agreement immediately on written notice to the affected Party.
    4. The affected Party shall use its reasonable endeavours to minimise the effects of any Force Majeure Event.
15. WAIVER
    1. A waiver of any right or remedy under this Agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    2. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right under this Agreement is only effective if it is in writing.
16. SEVERANCE
    1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 16 shall not affect the validity and enforceability of the rest of this Agreement.
    2. If one Party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. VARIATION

    No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

18. ASSIGNMENT

    Client will not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement except to Client's Affiliates, without the prior written consent of Jellybooks.

19. THIRD PARTY RIGHTS

    This Agreement does not confer any rights on any person or party (other than the Parties to this Agreement and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. NOTICES
    1. Any notice required to be given under this Agreement will be in writing and will be sent by email to the respective email addresses set out in the SOW.
    2. Notices will be deemed to have been received at the time of transmission as shown by the sender's records (or if sent outside business hours, at 9:00 am on the first business day following despatch).
    3. The Parties shall work together to agree joint announcements and joint press releases regarding Creative Works.
21. NO PARTNERSHIP OR AGENCY
    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
    2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
22. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
    3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
    4. Nothing in this Clause 22 shall limit or exclude any liability for fraud.
23. COUNTERPARTS
    1. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
    2. A counterpart of this Agreement executed and transmitted electronically (including by use of online document execution service) shall be treated as fully binding and with full legal force and effect, and the Parties waive any rights they may have to object to such treatment.
24. GOVERNING LAW AND JURISDICTION

    This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales and the courts of England shall have exclusive jurisdiction.

Schedule 1 — Client Materials

1. General

The descriptions under this Schedule 1 are provided for reference purposes only and may be amended, changed, or updated for operational reasons, as is necessary and required for carrying out the SOW, after appropriate consultation with Client or Distributor, as required or necessary.

2. Specifications

The specifications listed in:

1. Jellybooks Publisher Portal at: https://www.jellybooks.com/discovery
2. Jellybooks SFTP transfer instructions: https://www.jellybooks.com/apis/asset_delivery/

as updated and amended from time to time, shall take precedence in the event of any conflict or inconsistency between the terms of the Agreement.

3. Materials Required

For each Creative Work, Jellybooks requires (in accordance with International Standard Organization (ISO), W3C or Editeur specifications):

1. re-flowable ePub3 file for narrative books, or
2. fixed layout (FXL) ePub3 file for illustrated books, or
3. [if and when supported] PDF file for children's and illustrated books; or
4. MP3 file for audiobooks and audio narrations, and
5. a high-resolution cover image in .jpeg format ("cover") encoded in RGB, and
6. the required minimum set of meta-data (title, author name(s), ISBN, publication date, territorial availability, short and long description of book, Thema code, etc.) submitted either as an ONIX 3 XML file or entered directly into the Publisher and Retailer Platform at www.jellybooks.com/candy with Jellybooks creating the ONIX XML file from the input data.

4. Submission of Materials

Client Material may be submitted to Jellybooks:

1. directly at www.jellybooks.com/candy in accordance with that site's specifications;
2. via SFTP based on these guidelines https://www.jellybooks.com/apis/asset_delivery/ after log-in details and passwords have been provided by Jellybooks; or
3. via eBOUND, or a third digital asset distributor (DAD) authorised by both parties.

5. Rules for Samples, Excerpts and Snippets

To create samples, snippets, and excerpts for use in Jellybooks DISCOVERY and to carry out the SOW, Jellybooks will unless otherwise agreed with Client or configured by Client via the Publisher and Retailer Platform apply the following rules:

1. shorten re-flowable ePub files to 10% of a Creative Work by word count up to a maximum of 20,000 words;
2. shorten fixed-layout ePub files to 10% for a Creative Work by page count with a minimum of 9 pages (including cover) and a maximum of 30 pages (excluding cover), but in any case such number of pages that a minimum of 2 spreads of body matter are accessible to the End User;
3. shorten audiobooks up to 10% of a Creative Work with a minimum of 5 minutes and a maximum of 20 minutes;
4. Creation of such samples, snippets and excerpts shall not be achieved via any Artificial Intelligence (AI) and/or LLM platform that is not proprietary to Jellybooks.

6. Withdrawal of Titles

Withdrawal of titles is governed by provisions of paragraph 6.14 of the main agreement.

Schedule 2 — Services and Deliverables

Jellybooks DISCOVERY

Schedule 3 — SLA

1. Definitions

2. Support

Jellybooks will:

1. provide advice and counsel on the configuration and use of Platform, Services and/or Deliverables;
2. respond to Service Interruptions and error reporting; and
3. troubleshoot via email, live online chat, and telephone support during Business Hours on Business Days.

3. Continuous Monitoring

1. Jellybooks agrees to continuously monitor for status events on all servers and network devices, including, but not limited to, network availability, process status, file system capacity, and backup success.
2. Jellybooks agrees to implement a monitoring solution to ensure Availability that includes datacentre monitoring, point to point monitoring and end user monitoring through automated scripts running at an interval of no less than hourly.
3. If at any time Jellybooks fails or anticipates that it will fail to perform its obligations in accordance with this SLA, Jellybooks will advise Client as soon as possible of such failure and of the steps that Jellybooks will take to address such failure.

4. Availability

1. During the Term of the Agreement, Jellybooks will make the Platform, Services and/or Deliverables Available twenty-four (24) hours a day, seven (7) days a week, with an uptime measured on a monthly basis, excluding Excused Downtime, based on the minimum availability agreed in the SOW for each individual Service.
2. Jellybooks will provide at least five (5) Business Days' notice of any Scheduled Maintenance. All emergency outages will be communicated to Client.

5. Response and Resolution Requirements

Upon being informed by Client or its administrative users of a Service Interruption not attributable to Excused Downtime, Jellybooks will Resolve and Restore such Service Interruption pursuant to the requirements and within the target turnaround time indicated for its priority level (as outlined in the table below) and provide periodic status reports to Client regarding the Service Interruption. Jellybooks will use priority categories set forth below to provide a consistent classification of Service Interruptions, which allows for better communication with Client regarding the nature of the Service Interruption.

Jellybooks will establish with Client a mutually agreeable date to conduct an SLA review, to evaluate the service levels provided.

Schedule 4 — Data Processing Addendum

1. Interpretation

In this data processing addendum ("DPA") the following capitalised terms shall have the meanings set out below:

The terms "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Process/ing" shall have the meanings given to them in the Data Protection Laws.

2. General

1. The terms of the Agreement shall remain in full force and effect unless specified otherwise.
2. In the event of inconsistencies between the provisions of this DPA and the Agreement, this DPA shall take precedence, unless explicitly agreed otherwise in writing.
3. This DPA shall only apply to the extent that Jellybooks is Processing Client Personal Data. This DPA shall only apply to the extent that, in the course of Jellybooks providing Services and/or Deliverables to Client, Jellybooks is deemed a Data Processor pursuant to the Data Protection Laws (including where Client is in fact a Data Processor for a third party principal Data Controller, and Jellybooks is a sub-processor in respect of Client).
4. Where Jellybooks receives Client Personal Data from Client or Processes Client Personal Data on Client's behalf, Client shall clearly inform the Data Subjects to whom the Personal Data relates of such Processing (including any transfers of Client Personal Data from Client to Jellybooks), provide them with a prominent link to Jellybooks' privacy policy and any other terms Jellybooks may specify from time to time, secure and maintain all consents, permissions and licenses required for Jellybooks to lawfully: (i) transfer Client Personal Data to or from Jellybooks, and (ii) Process Client Personal Data as reasonably necessary to provide the Services and/or Deliverables, and otherwise as described in Jellybooks' privacy policy as amended from time to time.

3. Obligations of the Parties

1. Client instructs Jellybooks to Process Client Personal Data as reasonably necessary for the provision of the Services and/or Deliverables including as set out in the table at Clause 5 of this DPA.
2. Both Parties will comply with all applicable requirements of the Data Protection Laws.
3. Without prejudice to the generality of Clause 3.1 of this DPA, Client will ensure that it has all necessary and appropriate consents and notices in place to enable lawful (i) transfer of Client Personal Data to Jellybooks; and (ii) Processing by Jellybooks of Client Personal Data, for the purposes of the Agreement.
4. In relation to any Client Personal Data Processed in connection with the performance by Jellybooks of the Services and/or Deliverables, Jellybooks shall:
   1. only process Client Personal Data on Client's documented instructions, including in respect to transfers of Client Personal Data outside the UK or European Economic Area (EEA), unless Processing is required by applicable laws in which case Jellybooks shall, to the extent permitted by applicable laws, inform Client of that legal requirement prior to the relevant Processing of Client Personal Data;
   2. take reasonable steps to ensure the reliability of its staff who have access to Client Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
   3. taking into account the nature, scope, context and purpose of the Processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR (and equivalents under the UK GDPR) in order to protect against unauthorised or unlawful Processing of any Personal Data, or any accidental loss, destruction or damage of such data;
   4. taking into account the nature of the Processing and the information available to Jellybooks, Jellybooks shall, to a commercially reasonable extent, assist Client (at Client's sole cost): (i) by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Client's obligations to respond to requests to exercise Data Subject rights laid down in Chapter III of the GDPR (and equivalents under the UK GDPR) and (ii) in ensuring compliance with Client's obligations pursuant to Articles 32 to 36 of the GDPR (and equivalents under the UK GDPR); and
   5. (to the extent permitted by law) notify Client without undue delay on becoming aware of a Personal Data Breach relating to Client's Personal Data.
5. Jellybooks shall make available to Client information strictly necessary to demonstrate compliance with the obligations laid down in this DPA, including to allow for and contribute to reasonable audits (at Client's sole cost), conducted by Client or an auditor designated by Client. Jellybooks will maintain a record of any Processing of Client Personal Data pursuant to Article 30(2) of GDPR (and equivalents under the UK GDPR).

4. Subprocessing of Client Personal Data

1. Client hereby grants a general authorisation to Jellybooks to engage Sub-processors. Jellybooks shall inform Client of any intended changes concerning the addition or replacement of Sub-processors.
2. With respect to each proposed Sub-processor, Jellybooks shall ensure that the arrangement between Jellybooks and Sub-processor, is governed by a contract including, to the extent required by applicable Data Protection Laws:
   1. terms which offer at least the same level of protection for Client Personal Data as those set out in this DPA; and
   2. terms which meet the requirements of Article 28(3) of the GDPR (and equivalent requirements under the UK GDPR).

5. Details of Processing