Extended Subscription Terms
- Authorized Users
- Content on HEB
- Use of HEB
- Delivery, Support
- Term and Termination
- Fees and Payments
- Proprietary Rights
- Representations and Warranties
These Terms, when confirmed by the completion of an Extended Subscription Agreement, constitute the entire agreement of the parties regarding subscriptions to ACLS Humanities E-Book (HEB).
Access to and use of HEB is provided by paid subscription through a non-exclusive license and provides for access and use by Authorized Users at subscribing institutions. “Authorized Users” means persons who are authorized to use Licensee’s library facilities and/or who are affiliated with Licensee as students, faculty, members, or employees.
Licensees shall not permit anyone other than Authorized Users to use HEB, or display or otherwise make available HEB to anyone other than Authorized Users.
The Content of HEB shall consist of all books contained in the ACLS Humanities E-Book collection. A list of all books currently available in Humanities E-Book is provided at http://www.humanitiesebook.org/the-collection/ or upon request to Humanities E-Book (email@example.com).
It is understood that the purpose of ACLS is to provide scholarly and educational access to such books by Authorized Users. Accordingly, Licensee may not utilize HEB for commercial purposes, including but not limited to the sale of Materials, fee-for-service use, or bulk reproduction or distribution of Materials in any form; nor may License Purchaser impose special charges on Authorized Users for use of HEB beyond reasonable administrative costs.
Under no circumstances may Licensee (a) remove, obscure, or modify any copyright or other notices included in HEB or the Materials; or (b) use Materials in a manner that would infringe the copyright therein. Fair-use rights and restrictions apply to printing and downloading.
Licensee shall use reasonable efforts to protect HEB from any use that is not permitted under these Terms. In the event of violation of the Terms, Licensee agrees to consider the imposition of further restrictions on access to HEB. In the event of any unauthorized use of HEB by an Authorized User, (a) ACLS may suspend or terminate such Authorized User’s access to HEB, (b) upon notice to Licensee except in exigent circumstances, ACLS may suspend or terminate the access of the Internet Protocol (“IP”) address(es) from which such unauthorized use occurred, and/or (c) Licensee shall suspend or terminate such Authorized User’s access to HEB upon ACLS’s request.
ACLS shall make HEB available online to Licensee within ten (10) days of the date on which the purchase process is completed.
Access to HEB shall be controlled by ACLS through the use of IP addresses and/or, at ACLS’s sole discretion, passwords. Licensee shall be responsible for issuing and terminating passwords, verifying the status of Authorized Users, providing lists of valid passwords or sets of IP addresses to ACLS, and updating such lists on a regular basis.
Support will begin with the completion of the subscription process. Support will be available by e-mail (firstname.lastname@example.org), phone (646-485-5948), or fax (212-949-8058) for feedback, problem-solving, or general questions.
Continuing support will include:
- Troubleshooting to find solutions to individual problems
- Regular system and project updates via e-mail
- Maintenance of help files and user documentation online
Licensee is responsible for establishing and maintaining hardware and Internet access to provide access to, and to transmit, HEB to Authorized Users. Licensee understands that Internet browser software is required to access HEB.
An Extended Subscription provides access to all current and future content for five years.
Subscribers who, at the end of the initial five-year term, opt for the perpetual license will have the HEB license in perpetuity under the following terms: At the end of five years, and every five years thereafter, they will pay a rate of 20% of their original extended license subscription price to reflect (1) 10% - support of the increase in the size of the collection, and (2) 10% - support of their perpetual license. Customers who opt for this option will abide by the terms and conditions of the underlying license.
After the conclusion of the initial five-year term, the term of the perpetual license shall be extended in effect for five (5) years from the next date corresponding to the original License Agreement Date, and will renew for successive five (5) year terms unless earlier terminated by either party by written notice not less than ninety (90) days prior to the end of the then current term.
In the event that either party believes that the other materially has breached any obligations under these Terms, or if ACLS believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have sixty (60) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the sixty (60) day period, the non-breaching party shall have the right to terminate the License Agreement without further notice. In addition, ACLS may terminate the License Agreement on sixty (60) days’ written notice if, in ACLS’s reasonable opinion, the cumulative effect of violations of User Rules by Authorized Users justifies such termination.
Upon termination all online access to the HEB collection by Licensee and Authorized Users shall be terminated.
Licensee shall make payment to ACLS within the term specified on the invoice for the Extended Subscription pursuant to the payment fees and terms set forth at http://www.humanitiesebook.org/subscriptions-pricing/pricing.html.
Any payments made more than thirty (30) days after they are due and payable shall be subject to a 10% annual interest charge.
All payments shall be made by check payable to ACLS (American Council of Learned Societies).
Licensee shall be responsible for all costs associated with establishing access to HEB, including but not limited to any telecommunications or other charges imposed by carriers, proprietary network operators and Internet access providers, or licenses for browser software, if any. Licensee shall also be responsible for all costs associated with any possible single-page/screen printing from HEB, and for any taxes relating to Licensee’s or Authorized Users’ use of HEB.
Licensee hereby recognizes and agrees that HEB and all intellectual property are proprietary to ACLS, subject to the rights of third parties therein. Licensee hereby warrants that it will not attach, dispute, or contest, directly or indirectly, ACLS’s right and title in and to HEB, nor assist or aid others to do so.
Neither party may use the other’s name or trademark(s) in a way likely to cause confusion as to the origin of goods or services, or to endorse or show affiliation with the other, except as specifically approved.
Notwithstanding the foregoing, (a) ACLS may use Licensee’s name and/or the name of the Library in brochures or other materials to identify Licensee as a participant in ACLS Humanities E-Book, and (b) Licensee is encouraged to use ACLS and the ACLS Humanities E-Book collection’s name to announce its participation to Authorized Users.
Licensee may provide electronic links to HEB from Licensee’s web page(s) and catalog, and is encouraged to do so in ways that will increase the usefulness of HEB to Authorized Users. ACLS Humanities E-Book staff will provide assistance to Licensee upon request in creating such links effectively. Licensee agrees to make changes in the appearance of such links and/or in statements accompanying such links as reasonably requested by ACLS Humanities E-Book. Other than the creation of such links, Licensee shall not modify, manipulate, or create a derivative work of HEB without the prior written permission of ACLS.
Each party hereby represents and warrants that it is duly organized and validly subsisting and has full authority to enter into the Extended Subscription Agreement and to bind the party to the terms and conditions herein. Each party further represents and warrants that it has caused the Extended Subscription Agreement to be executed by a duly authorized representative.
Licensee represents and warrants that (a) the list of IP addresses and/or passwords provided to ACLS is accurate and valid, and (b) License Purchaser shall exert reasonable efforts to maintain sufficient security with respect to such IP addresses and/or passwords such that no one other than Authorized Users is or will be able to access HEB.
Licensee represents and warrants that it is providing no IP addresses to ACLS that pertain to any campus other than those listed or indicated on the Extended Subscription Agreement, or for which access has otherwise been agreed in writing by ACLS. ACLS reserves the right to assess additional fees and require additional subscription terms or separate subscription agreements in the event that Licensee provides IP addresses pertaining to campuses with their own Carnegie designation other than those campuses listed or indicated on the Extended Subscription Agreement. Licensee represents and warrants that it is not providing access to HEB to campuses with their own Carnegie designations other than those campuses listed or indicated, or for which access has otherwise been agreed to in writing by ACLS. ACLS reserves the right to assess additional fees and require additional license terms or separate license agreements in the event that campuses with their own Carnegie designations other than those campuses listed are sought to be added in the future.
HEB has been developed and is maintained with reasonable professional care. ACLS shall use reasonable efforts to provide continuous availability of HEB online subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of books as they become available, and downtime related to equipment or services outside the control of ACLS, including public or private telecommunications services or internet nodes or facilities.
ACLS represents and warrants that use of HEB by Authorized Users in accordance with these terms shall not infringe the copyright of any third party. The foregoing shall not apply, however, to modifications or derivative works of HEB created by Licensee or by any third party, nor to improper usage of HEB by Authorized Users. Subject to constraints imposed by or in agreement with the publishers or other copyright holders of the books included in HEB, ACLS shall use reasonable efforts to ensure that the books contained in HEB are either complete and faithful replications of the print versions or digital enhancements of such books or are completely new and original electronic books. ACLS makes no representation or warranty, however, and expressly disclaims any liability with respect to the content of any Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Notwithstanding the foregoing, Licensee agrees to notify ACLS of any infringement, libel, or other claim pertaining to any Materials of which Licensee becomes aware. Upon such notification or if ACLS learns of such a claim from another source, ACLS may remove such Materials from HEB pending the resolution of such claim.
OTHER THAN THE EXPRESS WARRANTIES STATED IN THIS SECTION, HEB IS PROVIDED ON AN “AS IS” BASIS, AND ACLS DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN), RELATING TO HEB OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACLS MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORK TIME BOMB, LOGIC BOMB OR OTHER SUCH COMPUTER PROGRAM. ACLS FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS, OR TO ANY THIRD PARTY.
ACLS shall not be liable for any loss, injury, claim, liability or damage of any kind resulting from the unavailability of HEB, interruption of the services provided hereunder, or arising out of or in connection with License Purchaser’s use of Materials. If HEB fails to operate in conformance with these Terms, License Purchaser shall immediately notify ACLS, and ACLS’s sole obligation shall be to repair the nonconformity. In no event shall ACLS’s liability exceed the fees paid to ACLS by License Purchaser. Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, even if advised of the possibility of a claim.
All notices given pursuant to the Extended Subscription Agreement shall be in writing and may be delivered by hand or by overnight carrier, or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent as specified above. Either party may from time to time change its Notice Address by written notice to the other party.
These Terms, when confirmed by the completion of the Extended Subscription Agreement, constitute the entire agreement of the parties. No modification or claimed waiver of any provision of these Terms shall be valid except by written amendment signed by authorized representatives of ACLS and Licensee.
Any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement.
Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the parties.
Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of the Extended Subscription Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Extended Subscription Agreement.
If any provision or provisions of these Terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Neither party may assign or transfer, directly or indirectly, all or part of its rights or obligations under the Extended Subscription Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
The Extended Subscription Agreement shall be governed and construed according to the laws of the State of New York applicable to contracts made and fully performed within that State. Exclusive jurisdiction of all disputes hereunder shall lie in the federal and state courts sitting in New York County, New York, to whose jurisdiction the parties submit.