Addendum to the Kobo Writing Life Terms and Conditions
This is an addendum to, and forms part of, the Kobo Writing Life Terms and Conditions as agreed to by You upon registering for the Kobo Writing Life service. This addendum was last updated on June 16th 2017. Both the Kobo Writing Life Terms and Conditions and this Addendum may be amended by Kobo from time to time. You will only be required to accept this Addendum once.
“List Price” means Publisher’s provided price for the purchase of a Subscription eBook in the Service Territory, as established in accordance with the Agreement, minus Sales Tax.
“Price Factor” means the result, in respect of any month, of (A) the aggregate monthly Subscription Service fees collected by Kobo from Users in the Service Territory in respect of that month, minus Sales Tax, divided by (B) the Reading Activity Value.
“Read” means the determination by Kobo using its customary technology that a User has read for the first time at least 20% of a Subscription eBook, excluding its front matter, or such other percentage as may be otherwise agreed in writing on a title-by-title basis.
“Service Territory” means the territories where Kobo may include the Subscription eBooks within the Subscription Service (identified in the check-boxes below).
“Subscription eBook” means those eBooks designated by Publisher for inclusion within the Subscription Service pursuant to Section 2(b) below, which may include eBooks that are not eligible for purchase by Users under the Agreement.
“Subscription Service” means the eBook subscription service offered by Kobo in the Service Territory pursuant to which Users will have the ability to have access to read an unlimited number of eligible eBooks for a monthly subscription fee.
“Reading Activity Value” means the aggregate, for each Subscription eBook that has been Read during the month (other than during permitted introductory trial periods), of the number of times the Subscription eBook was Read multiplied by the List Price of the Subscription eBook.
2. Subscription Service – Publisher Rights and Obligations
- Grant of Rights. Publisher hereby grants the right to Kobo to include certain eBooks in the Subscription Service in the Service Territory.
- Adding and Removing eBooks. Publisher shall designate eBooks as Subscription eBooks by indicating as such within the relevant eBook Metadata. Any book made available in this manner shall remain available in both Kobo’s store and Kobo Plus for a period of not less than ninety (90) days. Following such minimum time period, Publisher may, on no less than ten (10) days advance written notice to Kobo, remove Subscription eBooks from the Subscription Service by modifying the eBook Metadata accordingly. Following removal of a Subscription eBook from the Subscription Service, Kobo shall cease to make available the Subscription eBook for Users to check-out; provided, however, that Users who have already checked out the Subscription eBook will remain entitled to access it.
3. Subscription Service – Kobo Rights and Obligations
- Operation of Subscription Service. Kobo shall have the right to include the Subscription eBooks within the Subscription Service offered to Users in the Service Territory. Kobo may offer the Subscription Service either directly to Users or indirectly through third parties. Nothing herein shall oblige Kobo to offer or to continue to offer the Subscription Service or include any or all of the Subscription eBooks as part thereof. Kobo shall be solely responsible for administering all aspects of the Subscription Service, including technology operations, reporting, and billing and collections. Kobo shall be solely responsible for all business relationships with Retailers, Users and other third parties in relation to the Subscription Service, including fees and charges applicable thereto.
- Security System. Kobo shall maintain the Security System in respect of Subscription eBooks made available to Users pursuant to the Subscription Service as described in the Agreement. Notwithstanding the foregoing, Kobo will encrypt all Subscription eBooks using Kobo’s proprietary digital rights management technology and no other method.
- Trial Period. Kobo may offer potential new Users of the Subscription Service an introductory trial period of not more than thirty (30) days, during which limited time the Users may use the Subscription Service in the same manner as subscribing Users. No amounts will be payable to Publisher in respect of Subscription eBooks Read by a User during a trial period, and all data pertaining to such activity shall be omitted from the fee calculations described below.
- Monthly Reporting. Following the end of each month of operation of the Subscription Service, Kobo shall deliver to Publisher a report in respect of the preceding month describing:
- the number of times each Subscription eBook was reported as Read,
- the Price Factor,
- the corresponding amounts payable to Publisher by Kobo.
4. Fees and Payments
Kobo shall pay Publisher within 90 days following the end of each month of operation of the Subscription Service an amount equal to, in respect of each Subscription eBook that has been Read during the month, excluding during permitted trial periods, the product of: (A) the List Price multiplied by (B) the number of times each Subscription eBook was reported as Read, multiplied by (C) the Price Factor, multiplied by 60%.
5. Term and Termination
- Effect of Termination. Upon termination of this Agreement, Kobo shall cease to offer the Subscription eBooks within the Subscription Service. Any Users who have downloaded any Subscription eBooks shall continue to have the right to access and read the eBooks for a period of 120 days following termination of this Agreement; provided, however, that Kobo’s payment obligations described in Section 4 hereof shall not apply in respect of such eBooks.