Terms and Conditions

RENTABOOK LICENSING AGREEMENT
This Licensing Agreement (the "Agreement") is Published on this 1st day of March 2025 between:
EMIA VENTURES LIMITED T/A RENT A BOOK, a limited liability company incorporated under the laws of the Republic of Kenya, whose address for purposes of this Agreement is Nairobi, Kenya (Hereinafter referred to as ‘the Licensee’ which expression shall mean and include its successors in title and permitted assigns) of the one part;
AND
A Publisher/Author/Rights-holder duly registered under the laws of Kenya, (hereinafter referred to as the “Licensor” which expression shall, where the context so admits, include his/her personal representatives, heirs and permitted assigns) of the other part.
The Licensee and the Licensor may each be individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS:
A. The Licensee operates an online platform known as RentAbook (hereinafter referred to as the “Application”) through which it rents and sells digitized book resources to users through a digital medium;
B. The Licensor is the author, publisher, rights-holder, or authorized representative of certain books, as described below (the “Books”), and has the right and authority to grant the Licensee the license to distribute, rent, and sell such Books through the Platform;
NOW, THEREFORE, the parties agree as follows:
GRANT OF LICENSE
1.1 RentAbook Licensing Agreement
This agreement (the "Agreement") is a binding agreement between the individual or the entity identified in your account ("you" or "Publisher") and RentAbook. This Agreement provides the terms and conditions of your participation in the RentAbook self-publication and distribution program and your distribution of digital content through the Program (all such content, "Digital Books").
1.2 License Eligibility
The Licensor must have an active RentAbook account in order to participate in the publishing and distribution program. The Licensor represents that he/she is at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. A parent or guardian of a minor can open a RentAbook account and be the Publisher of the minor’s Book. In the case of an organization, you represent that you have the authority and right to bind your organization to the terms of this Licensing Agreement.
1.3 License Grant:
A license is hereby granted to the Licensee by the Licensor to distribute, rent, or sell the digitized book records on the RentAbook platform during the terms of this contract. Such license shall be non-transferable and non-exclusive and shall bear royalties. This license shall cover the right to:
• Rent digital book resources to end-users.
• Sell digital book resources out rightly to end-users.
• Promote and market the Books on the Platform for rental and purchase.
• Allow users to access the Books as part of a rental or outright purchase agreement.
1.4 Agreement Acceptance:
You accept this Agreement and agree to be bound by its terms by either (a) clicking agree or accept where you're given the option to do so or (b) by using the Application, or any part of it. If you don't accept the terms, you are not entitled to use the Application and you must immediately withdraw your Books from further distribution through the Application and terminate your use of the Application. If the Licensor is an entity, the individual person who accepts this Agreement for the Licensor represents and warrants by such acceptance that they are entitled to enter this Agreement as an authorized representative of Licensor and to bind the Licensor to the terms of this Agreement.
1.5 Territory:
The rights granted under this Agreement are worldwide. They shall apply to all territories where RentAbook operates.
1.6 Format of Books:
The Licensor agrees to provide the Books in the format(s) suitable for distribution on the Platform (e.g., digital files, e-books, e-zines) and to ensure the quality and usability of such files for rental or purchase purposes.
2. LICENSOR’S REPRESENTATIONS AND WARRANTIES

2.1 Ownership of Rights:

The Licensor represents, warrants and guarantees that:

a. He/she/It is the sole owner of the copyright and intellectual property. If such licensor is an organization, then he represents that he is an authorized representative of all the rights, interests and title in the digitized book resources;

b. As sole owner, subject to the foregoing provision, he/she/it has the right and authority to grant the Licensee the rights and authorizations set forth in this Agreement;
c. The digital book records do not infringe any existing laws, or third-party rights, including but not limited to copyrights, trademarks, or any other intellectual property rights;

d. He/she/it shall not post or transmit through the RentAbook Application, any material that (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, or (iii) encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violate any law;

e. He/she/it shall not post or transmit through the Application any material that contains advertising or any solicitation with respect to products or services without the Licensor’s express prior approval.

2.2 Compliance with Laws:

The Licensor warrants that the Books comply with all applicable Kenyan laws, including but not limited to the Kenya Copyright Act, 2001 and the World Intellectual Property Organization Copyright Treaty, 1996; governing the publication, distribution, lease and sale of the digitized book resources.

2.3 No Conflict:

The Licensor warrants that this Licensing Agreement is not in conflict with any other pre-existing agreements, and that no third-party approvals, authorizations, or consents are required for the grant of rights hereunder.

2.4 Digital Format Rights:

If the Books are provided in digital format, the Licensor warrants that it has the necessary rights to distribute, rent, sell, and sublicense digital copies of the Books.

3.LICENSOR’S OBLIGATIONS

3.1 Account Information:

The Licensor must ensure that all information he/she/it provides in connection with establishing an account on the Licensee’s Application, such as your legal name, the legal name of your business, date of birth, date of incorporation or formation of your business, address, email, and payment information is accurate when you provide it, and you must ensure that it at all times remains accurate, complete, and valid.

The Licensee may require you to provide additional information to verify the information you have provided about your business or your identity as a condition for your initial or continued participation in the Application, or before the Licensee starts or continues making royalty payments to you.

By signing up on the RentAbook Application, the Licensor authorizes the Licensee to make, directly or through any third party, any inquiries it considers necessary to validate the information provided, including checking commercial databases and utilizing any other verification processes.

The Licensee may disclose the Licensor’s legal name and contact information in accordance with its Privacy Policy including compliance with relevant laws and regulations.

The Licensor may maintain only one account on the Application at any given time.

3.2 Account Security:

The Licensor will be solely responsible for safeguarding and maintaining the confidentiality of his/her/its account username and password and are responsible for all activities that occur under your account. The Licensor agrees to immediately notify the Licensee of any unauthorized use of your username, password or account.

3.3 Book Distribution Rights

3.3.1 Delivery, Acceptance and Withdrawal:

The Licensor must provide the Licensee, at his/her/its own expense each Book he/her/it desires to distribute, rent out or sell out rightly through the Application. The Licensor must deliver all electronic files free and clear of viruses, worms and other potentially harmful or disrupting codes.

3.3.2 Content Requirements:

The Licensor must ensure that all digital Book content is in compliance with the Licensees policies for content at the time of submission to the Licensee. If the Licensor discovers that the content he/she/it has submitted does not comply, he/she/it must immediately withdraw the content by “unpublishing” it on the Application or by republishing content that complies.

3.3.3 Book Rejection:

The Licensee is entitled to determine what content it accepts and distributes through the Application in its sole discretion. If the licensee requests that the Licensor provides additional information relating to his/her/it Books, such as information confirming that his/her/it has all rights required to permit the distribution of the Books, the Licensor will promptly provide the information requested, and the Licensor shall represent and warrant that any information and documentation provided to the Licensee in response to such a request will be current, complete, and accurate.




3.3.4 Book Withdrawal:

The Licensor may withdraw his/her/its digital Books from further renting or sale in the Application at any time by giving a Seven (7) business days’ advance notice. The Licensee may fulfill any customer orders completed through the date the Books are available for renting or sale. All withdrawals of Books will apply prospectively only and not with respect to any customers who rented or purchased the Books prior to the date of withdrawal.

3.3.5 Marketing and Promotion Reviews:

The Licensee will determine all marketing and promotions related to the renting out, or outright sale of the Licensor’s Books through the Application and may, without limitation, market and promote the Licensors Books by making chapters or portions of your Books available to prospective customers without charge, and by permitting prospective customers to see excerpts of the Licensors Books in response to search queries. The Licensor acknowledges that the Licensee will not owe the Licensor any fees for any such marketing.

3.3.7 Reviews:

The Licensor acknowledges that he/she/it will be subject to Section 8 of RentAbook`s Terms and Conditions and that the Licensee reserves the right to take any action with respect to the Licensors account in accordance with those Terms and Conditions, including but not limited to the removal of any book resource that violates the Terms and Conditions.

4. LICENSEE OBLIGATIONS

4.1 Platform Operation:

The Licensee shall provide the Application and all related services necessary to enable users to rent or purchase the digital Books. The Licensee shall maintain and operate the Application in a professional manner, ensuring proper functionality and efficiency.

4.2 Marketing and Promotion:

The Licensee will use reasonable efforts to promote and market the Books on the Platform, ensuring visibility to potential users in Kenya and other regions where the Platform is accessible.

4.3 Royalties:

The Licensee shall pay Licensee the agreed-upon royalties for rentals / sales of the Books, as described in Section 5.1 of this Agreement.



4.4 Content Protection:

The Licensee shall use commercially reasonable efforts to protect the digital Book resources from unauthorized access, reproduction, or distribution by users.

5. FINANCIAL TERMS

5.1 Revenue Share:

In consideration of the rights granted under this Agreement, the Licensee agrees to pay the Licensor a royalty of Seventy Per Cent 70% of the rental price or purchase price received for each rental and or sale of the Book(s) through the Application.

5.2 Payment Schedule:

The Licensee shall make royalty payments to the Licensor on a monthly and or quarterly basis and within fourteen [14] days after the end of each payment period. A statement detailing the rentals and or sales of the Book(s) and royalties due shall accompany each payment.

The royalty payments shall be made subject to a minimum amount of Kenya Shillings One Thousand (KES 1,000).

5.3 Currency:

All payments under this Agreement shall be made in Kenyan Shillings (KES) or other mutually agreed currency, subject to applicable exchange rates.

5.4 Taxes:

All payments made under this Agreement shall be subject to any applicable taxes in Kenya, including withholding tax on royalties as stipulated by Kenyan tax law, which will be deducted by the Licensee at the prevailing rate and remitted to the Kenya Revenue Authority (KRA). The Licensor will be responsible for any taxes due in relation to the royalties earned under this Agreement.

6. TERM AND TERMINATION

6.1 Term:

This Agreement shall commence on the Effective Date and shall continue for a period of two [2] years unless terminated earlier in accordance with this Agreement.

6.2 Termination for Convenience:

Either party may terminate this Agreement for convenience by providing a thirty (30) days’ written notice to the other party.


6.3 Termination for Cause:

Either party may terminate this Agreement with immediate effect in the event of a material breach by the other party, which breach is not cured within Seven (7) days after written notice thereof.

6.4 Effect of Termination:

Upon termination or expiration of this Agreement, the Licensee shall cease all further lease, sale, and distribution of the Books and the Licensor shall be entitled to any royalties due and owing as at the date of termination.

6.5 Survival:

Clauses 2, 5, 6, 7, 8 and 9 of this agreement shall survive the termination of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership of Books:

The Licensor shall retain all the rights, title, and interest in and to the Books, including any copyrights, trademarks, and other intellectual property rights.

7.2 Licensor’s Use of Trademarks:

The Licensee is granted a limited, non-exclusive, royalty-free license to use Licensor’s name, logo, and trademarks solely for the purpose of marketing and promoting the Books on the Application. Any other use of Licensor’s intellectual property requires prior written consent.

7.3 No Transfer of Ownership:

Nothing in this Agreement shall be construed as a transfer of ownership of the Books or any intellectual property rights therein from the Licensor to the Licensee.

8. INDEMNIFICATION

8.1 Indemnification by Licensor:

The Licensor agrees to indemnify, defend, and hold harmless the Licensee from any and all claims, damages, losses, or expenses arising from:

a. Any breach of Licensor’s representations, warranties, or obligations under this Agreement;
b. Any third-party claims that the Books infringe any intellectual property rights or other rights.


8.2 Indemnification by Licensee:

The Licensee agrees to indemnify, defend, and hold harmless the Licensor from any claims, damages, losses, or expenses arising from:

a. Licensee’s negligence or failure to perform under this Agreement;
b. Any third-party claims arising from Licensee’s operation of the Platform.
9. DISPUTE RESOLUTION

9.1 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of Kenya and shall be subject to the exclusive jurisdiction of the competent courts at Nairobi.

9.5 Force Majeure:

Neither party shall be held liable for failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of government, or technical failures.

9.6 Severability:

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

10.1 The waiver of any term or condition of this Agreement on any occasion or occasions shall not be waiver of such terms or conditions on future occasions.

10.2 This Agreement constitutes the entire understanding of the parties with respect to the matters hereto and cancels, replaces and supersedes all prior negotiations and understandings between them, whether oral or written.


For any questions or concerns, please contact us at books@rentabook.co.ke