EUROPEAN BOOKS LTD. LICENSE AGREEMENT
By using the services available at this site or by making the services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the "Agreement"). For purposes of this Agreement, "European Books" is European Books Limited; the "Licensee" is the entity or institution that makes available databases and services offered by European Books; the "Sites" are the Internet websites offered or operated by Licensee from which Authorized Users can obtain access to European Books's databases and services; and the "Authorized User(s)" are employees, students, registered patrons, walk-in patrons, or other persons affiliated with Licensee or otherwise permitted to use Licensee's facilities and authorized by Licensee to access Databases. "Services" shall mean ebmcenter.com and related products to which Licensee has purchased a subscription. European Books disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to. Publication of the servicing information in this content does not imply approval of the manufacturers of the products covered. European Books assumes no responsibility for errors or omissions nor any liability for damages from use of the information contained herein. Persons engaging in the procedures included herein do so entirely at their own risk.
A. European Books hereby grants to the Licensee a nontransferable and non-exclusive right to use the databases and Services made available by European Books (the "Databases") according to the terms and conditions of this Agreement. The Databases and Services made available to Authorized Users are the subject of copyright protection, and the original copyright owner (European Books or its licensors) retains the ownership of the Database(s) and Services and all portions thereof. European Books does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof without the prior written consent of European Books, except as specifically authorized in this Agreement.
B. The Licensee is authorized to provide on-site access through the Sites to the Databases and Services to any Authorized User. The Licensee may not post passwords to the Databases or Services on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to their patrons as long as security procedures are undertaken that will prevent remote access by institutions, employees at non-subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by European Books. For the avoidance of doubt, if Licensee provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then European Books may hold the Licensee in breach and suspend access to the Database(s) or Services. Remote access to the Databases or Services is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases or Services from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. Remote access for personal use from these institutions is permissible.
C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of full text or portions thereof provided the information is used solely in accordance with copyright law. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Database or Services as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or Services or any of the content therein in any manner nor use same for sale or distribution. Licensee and Authorized Users may create printouts of materials retrieved through the Databases or Services via on-line printing, off-line printing, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for internal or personal use. Downloading all or parts of the Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or part of the Databases or Services is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict the use of the materials under the doctrine of "fair use" as defined under the laws of the United Kingdom. Publishers may impose their own conditions of use applicable only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content. The Licensee shall take all reasonable precautions to limit the usage of the Database(s) or Services to those specifically authorized by this Agreement.
D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by European Books and Licensee
E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify European Books against any actions by Licensee that are not consistent with the Copyright Act of 1976.
F. The computer software utilized via European Books's service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the software, or create derivative works from the software.
G. The Database(s) are not intended to replace Licensee's existing subscriptions to content available in the Database(s).
II. LIMITED WARRANTY AND LIMITATION OF LIABILITY
A. European Books and it's licensors disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. Neither European Books nor it's licensors assume or authorizes any other person to assume for European Books or it's licensors any other liability in connection with the licensing of the Database(s) or the Services under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users.
B. THE MAXIMUM LIABILITY OF EUROPEAN BOOKS AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EUROPEAN BOOKS FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EUROPEAN BOOKS OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Licensee is responsible for maintaining a valid license to the third party resources configured to be used via the Services (if applicable). European Books disclaims any responsibility or liability for a Licensee accessing the third party resources without proper authorization.
D. European Books is not responsible if the third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the Licensee. While European Books will make best efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be dependent on third party resource providers who may need to be contacted directly for resolution.
III. PRICE AND PAYMENT
A. License fees have been agreed upon by European Books and the Licensee, and includes all retrospective issues of the Product(s) as well as updates furnished during the term of this Agreement. The Licensee's obligations of payment shall be to European Books or its assignee. Payments are due upon receipt of invoice(s) and will be deemed delinquent if not received within 30 days. Delinquent invoices are subject to interest charges of 12% per annum on the unpaid balance (or the maximum rate allowed by law if such rate is less than 12%). The Licensee will be liable for all costs of collection. Failure or delay in rendering payments due European Books under this Agreement will, at European Books's option, constitute material breach of this Agreement. If changes are made resulting in amendments to the Listing of Authorized Sites, Product(s) and Pricing identified in this Agreement pro rata adjustments of the contracted price will be calculated by European Books and invoiced to the Licensee and/or Sites accordingly as of the date of any such changes. Payment will be due upon receipt of any additional pro rata invoices and will be deemed delinquent if not received within thirty days of the invoice dates.
B. Taxes, if any, are not included in the agreed upon price and may be invoiced separately. Any taxes applicable to the Database(s) under this Agreement, whether or not such taxes are invoiced by European Books, will be the exclusive responsibility of the Licensee and/or Sites.
A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within thirty (30) days upon receipt of written notice from European Books. Within the period of such notice Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy such a breach within the period of thirty (30) days, European Books may (at its option) terminate this Agreement upon written notice to the Licensee.
B. If European Books becomes aware of a material breach of Licensee's obligations under this Agreement or a breach by Licensee or Authorized Users of the rights of European Books or its licensors or an infringement on the rights of European Books or its licensors, then European Books will notify the Licensee immediately in writing and shall have the right to temporarily suspend the Licensee's access to the Product(s). Licensee shall be given the opportunity to remedy the breach or infringement within thirty (30) days following receipt of written notice from European Books. Once the breach or infringement has been remedied or the offending activity halted, European Books shall reinstate access to the Databases. If the Licensee does not satisfactorily remedy the offending activity within thirty (30) days, European Books may terminate this Agreement upon written notice to the Licensee.
C. The provisions set forth in Sections I, II and V of this Agreement shall survive the term of this Agreement and shall continue in force into perpetuity.
A. Neither European Books nor its licensors will be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet.
B. This Agreement and the license granted herein may not be assigned by the Licensee to any third party without written consent of European Books.
C. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid Agreement is in effect.
D. This Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations, warranties, promises, covenants or undertakings, except as described here.
E. European Books grants to the Licensee a non-transferable right to utilize any User names and passwords provided by European Books to Licensee to be used with the Services. European Books does not transfer any ownership of the user names and passwords it provides to Licensee. In the event of termination of the Licensee's license to the Services, the Licensee's right to utilize such user names and passwords will cease.
F. Additional Services
Session Control Cookie: Session control cookies are used on most Web sites today because they facilitate navigation. In order to use databases Authorized Users must have their browsers set to accept cookies.
Once an Authorized User is signed onto databases, the web server uses a temporary cookie to help European Books manage the visit to the service. This Session Control Cookie is deleted when the Authorized User clicks on the Logout button in the databases or when the Authorized User quits the browser. This cookie allows European Books to quickly determine access control rights and personal preferences during the online session. The Session Control Cookie is set out of necessity and not out of convenience.
Remember Me Cookie: When an Authorized User registers to gain access to the databases the Authorized User is asked to choose a user name and password. Every time the Authorized User logs into the databases, he/she will be asked to enter this unique user name and password. Authorized Users have the option of storing this information on their computers as a permanent cookie by selecting the 'Remember Me' option when logging in. This feature is optional and user controlled. The Remember Me cookie can be deleted at any time by clicking on the Logout button in the databases.
Authorized Users must be careful not to store their user name and password as a cookie on any computer that is not their own, since doing so would enable other users coming to that computer to access the databases under their name.