HomeMy WebLinkAboutContract 431420 Facts On File Online
THIS LICENSE IS AGREED BETWEEN (Publisher)
132 West 31" Street
New York, New York 10001
Phone: 800-322-8755 ext. 4616
Fax: 212-613-2820
CITY SECRETARY
Facts On File, of 132 West 31 st Street, 17th Floor, New York, New York 10001
and (Licensee)
Fort Worth Library
500 West 3rd Street
Fort Worth, TX 76102
WHEREAS the Publisher holds the rights granted under this License
AND WHEREAS the Licensee desires to use the rights and the Publisher desires to grant to the
Licensee the license to use the rights for the Fee, subject to the terms and conditions of this
License.
IT IS AGREED AS FOLLOWS:
KEY DEFINITIONS
1.1 In this License, the following terms shall have the following meanings:
Authorized Users current members of the staff of the Licensee (whether on a
permanent, temporary, contract or visiting basis) and individuals
who are performing research or otherwise making use of
Licensee's Institution, who are permitted to access the Secure
Network from within the Licensee's Premises or from such other
places where Authorized Users work or study (including but not
limited to Authorized Users' offices and homes) and who have
been issued by the Licensee with a password or other
authentication.
Commercial Use
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Use for the purposes of monetary reward (whether by or for the
Licensee or an Authorized User) by means of sale, resale, loan,
transfer, hire or other form of exploitation of the Licensed
Materials. For the avoidance of doubt, neither recovery of direct
costs by the Licensee from Authorized Users, nor use by the
Licensee or by an Authorized User of the Licensed Materials in
the course of research funded by a commercial organization, is
deemed to be Commercial Use.
Course Packs A collection or compilation of materials (e.g. book chapters,
journal articles) assembled by members of staff of the Licensee
for use by students in a class for the purposes of instruction.
Electronic Reserve Electronic copies of materials (e.g. book chapters, journal articles)
made and stored on the Secure Network by the Licensee for use
The Information Publisher Since 1941
04-24-12 A10:23 IN
by patrons conducting research or engaged in recreational
reading.
Fee The Fee set out in Schedulel, as periodically amended by mutual
agreement of the parties.
Institution Premises The physical premises operated by the Licensee, as specified in
Schedule 2.
Licensed Materials The electronic material as set out in Schedule 1, as periodically
amended by mutual agreement of the parties.
Secure Network A network (whether a standalone network or a virtual network
within the Internet), which is only accessible to Authorized Users
approved by the Licensee whose identity is authenticated at the
time of login and periodically thereafter consistent with current
best practice, and whose conduct is subject to regulation by the
Licensee.
Server The server, either the Publisher's server or a third party server
designated by the Publisher, on which the Licensed Materials are
mounted and may be accessed.
Subscription Period That period nominally covered by the volumes and issues of the
Licensed Material listed in Schedule 1, regardless of the actual
date of publication.
2. AGREEMENT
2.1 The Publisher agrees to grant to the Licensee the non-exclusive and non -transferable
right to give Authorized Users access to the Licensed Materials via the Server for the
purposes of research, teaching, private study, and recreational reading. Subject to the
terms and conditions of this License, and the Licensee agrees to pay the Fee. The
Licensee will pay the Fee directly to the Publisher.
2.2 This License shall commence at the beginning of the Subscription Period, for each of the
Licensed Materials as set out in Schedule 1 as periodically amended by mutual
agreement of the parties; and shall automatically terminate at the end of the Subscription
Period, unless the parties have previously agreed to renew it.
3. USAGE RIGHTS
3.1 The Licensee, subject to Clause 5 below, may:
3.1.1 Make the Product available on a network or through remote access technology
for Authorized Users only. Access to the Product will be secured by technology
(such as IP range and/or address) or the use of an individual user password.
3.1.2 Allow Authorized Users to have access to the Licensed Materials from the Server
via the Secure Network.
3.1.3 Display, download or print the Licensed Materials for the purpose of internal
marketing or testing or for training Authorized Users or groups of Authorized
Users.
3.2 Authorized Users may, subject to Clause 5 below:
3.2.1 Search, view, retrieve, and display the Licensed Materials.
3.2.2 Electronically save parts of the Licensed Materials for personal use.
3.2.3 Print copies of parts of the Licensed Materials.
3.2.4 Distribute copies of parts of the Licensed Materials in print or electronic form to
other Authorized Users.
4. COURSE PACKS AND ELECTRONIC RESERVE
4.1 The Licensee may, subject to Clause 5 below, incorporate parts of the Licensed
Materials in printed Course packs and Electronic Reserve collections for the use of
Authorized Users at the Licensee's institution, but not for Commercial Use. Each such
item shall carry appropriate acknowledgement of the source, listing title and author of the
extract, title and author of the work, and the publisher. Copies of such items shall be
deleted by the Licensee when they are no longer used for such purpose. Course packs
in non -electronic non -print perceptible form, such as audio or Braille, may also be
offered to Authorized Users who, in the reasonable opinion of the Licensee, require such
alternative access.
5. PROHIBITED USES
5.1 Neither the Licensee nor Authorized Users may:
5.1.1 remove or alter the name(s) of the author(s) of the Licensed Materials or the
Publisher's copyright notices or other means of identification or disclaimers as
they appear in the Licensed Materials;
5.1.2 mount or distribute any part of the Licensed Material on any electronic network,
including without limitation the Internet and the World Wide Web, other than the
Secure Network
5.2 The Publisher's explicit written permission must be obtained in order to:
5.2.1 use all or any part of the Licensed Materials for any Commercial Use;
5.2.2 systematically distribute the whole or any part of the Licensed Materials to
anyone other than Authorized Users;
5.2.3 publish, distribute or make available the Licensed Materials, works based on the
Licensed Materials or works, which combine them with any other material, other
than as permitted in this License;
5.2.4 alter, abridge, adapt or modify the Licensed Materials, except to the extent
necessary to make them perceptible on a computer screen or as otherwise
permitted in this License, to Authorized Users. For the avoidance of doubt, no
alteration of the words or their order is permitted.
6. PUBLISHER'S UNDERTAKINGS
6.1 The Publisher warrants to the Licensee that the Licensed Materials used as
contemplated by this License do not infringe the copyright or any other proprietary or
intellectual property rights of any person. The Publisher shall indemnify and hold the
Licensee harmless from and against any loss, damage, costs, liability and expenses
(including reasonable legal and professional fees) arising out of any legal action taken
against the Licensee claiming actual or alleged infringement of such rights. This
indemnity shall survive the termination of this License for any reason. This indemnity
shall not apply if the Licensee has amended the Licensed Materials in any way not
permitted by this License.
6.2 The Publisher shall:
6.2.1 make the Licensed Materials available to the Licensee from the Server in the
media, format and time schedule specified in Schedule 1.
6.2.2 use all reasonable endeavours to ensure that the Server has adequate capacity
and bandwidth to support the usage of the Licensee at a level commensurate
with the standards of availability for information services of similar scope
operating via the World Wide Web, as such standards evolve from time to time
over the term of this License.
6.2.3 use all reasonable endeavours to make the Licensed Materials available to the
Licensee and to authorized users at all times and on a twenty-four hour basis,
save for routine maintenance (which shall be notified to the Licensee in advance
wherever possible), and to restore access to the Licensed Materials as soon as
possible in the event of an interruption or suspension of the service.
6.3 The Publisher may collect and analyze data on the usage of the Licensed Materials,
which will assist both the Publisher and the Licensee to understand the impact of this
License, provided however that such data shall not be collected or stored in a manner
that reflects the particular usage of any identifiable individual authorized user. The
Publisher shall provide (upon written request) usage data on the number of titles of
abstracts and of articles downloaded, by title, on a monthly basis for the Publisher's and
the Licensee's private internal use only. Such usage data shall be compiled in a manner
consistent with applicable privacy and data protection laws and as may be agreed
between the parties from time to time, and the anonymity of individual users and the
confidentiality of their searches shall be fully protected.
6.4 Except as expressly provided in this License in Clause 6.1, the Publisher makes no
representations or warranties of any kind, express or implied, including, but not limited
to, warranties of design, accuracy of the information contained in the Licensed Materials,
merchantability or fitness of use for a particular purpose. The Licensed Materials are
supplied 'as is'.
6.5 Under no circumstances shall the Publisher be liable to the Licensee or any other
person, including but not limited to Authorized Users, for any special, exemplary,
incidental or consequential damages of any character arising out of the inability to use,
or the use of, the Licensed Materials. Except as specifically provided otherwise in
Clause 6.1, irrespective of the cause or form of action, the Publisher's aggregate liability
for any claims, losses, or damages arising out of any breach of this License shall in no
circumstances exceed the Fee paid by Licensee to the Publisher under this License in
respect of the Subscription Period during which such claim, loss or damage occurred.
The foregoing limitation of liability and exclusion of certain damages shall apply
regardless of the success or effectiveness of other remedies.
7. LICENSEE'S UNDERTAKINGS
4
7.1 The Licensee shall:
7.1.1 use all reasonable endeavours to ensure that all Authorized Users are
appropriately notified of the importance of respecting the intellectual property
rights in the Licensed Materials.
7.1.2 use all reasonable endeavours to ensure that the Authorized Users are made
aware of and undertake to abide by the terms and conditions of this License;
7.1.3 use all reasonable endeavours to monitor compliance and immediately upon
becoming aware of any unauthorised use or other breach, inform the Publisher
and take all reasonable and appropriate steps, including disciplinary action, both
to ensure that such activity ceases and to prevent any recurrence;
7.1.4 issue passwords (if applicable) or other access information only to Authorized
Users and use all reasonable endeavours to ensure that Authorized Users do not
divulge their passwords or other access information to any third party;
7.1.5 keep full and up-to-date records of all Authorized Users and their access details,
IP addresses and, if appropriate and to the extent allowed by law, provide the
Publisher with periodic lists of additions, deletions or other alterations to such
records as agreed between the parties from time to time;
7.1.6 use all reasonable endeavours to ensure that only Authorized Users are
permitted access to the Licensed Materials.
7.2 The Licensee agrees release the Publisher from and against any loss, damage, costs, liability
and expenses arising out of any claim or legal action taken against the Publisher related to or in
any way connected with any use of the Licensed Materials by the Licensee or Authorized Users
or any failure by the Licensee to perform its obligations in relation to this License, provided
however that nothing in this License shall make the Licensee liable for breach of the terms of
the License by any Authorized User provided that the Licensee did not cause, knowingly assist
or knowingly condone the continuation of such breach after becoming aware of an actual breach
having occurred.
7.3 The Licensee shall, in consideration for the rights granted under this license, pay the
Fee within thirty (30) days of receipt of invoice and, if applicable, within thirty (30) days of
receipt of invoice relating to each subsequent Subscription Period. The parties
acknowledge and agree that licensee is a tax-exempt government entity and that no
sales taxes shall be imposed in connection with this transaction.
8. UNDERTAKINGS BY BOTH PARTIES
8.1 Each party shall use its best endeavours to safeguard the intellectual property,
confidential information and proprietary rights of the other party.
9. TERMS AND TERMINATION
9.1 In addition to automatic termination (unless renewed) under clause 2.2, this License
shall be terminated:
9.1.1 if the Licensee defaults in making payment of the Fee as provided in this License
and fails to remedy such default within thirty (30) days of notification in writing by
the Publisher;
9.1.2 if either party commits a material or persistent breach of any term of this License
and fails to remedy the breach (if capable of remedy) within thirty (30) days of
notification in writing by the other party;
9.1.3 if either party becomes insolvent or becomes subject to receivership, liquidation
or similar external administration.
9.2 On termination all rights and obligations of the parties automatically terminate except for
obligations in respect of Licensed Materials to which access continues to be permitted.
9.3 On termination of this License for cause, as specified in clauses 9.1, the Licensee shall
immediately cease to distribute or make available the Licensed Materials to Authorized
Users.
9.4 On termination of this License by the Licensee for cause, as specified in clause 9.1.2
above, the Publisher shall forthwith repay the proportion of the Fee that represents the
paid but un-expired part of the Subscription Period.
10. GENERAL
10.1 This License constitutes the entire agreement of the parties and supersedes all prior
communications, understandings and agreements relating to the subject matter of this
License, whether oral or written.
10.2 Alterations to this License and to the Schedules to this License are only valid if they are
recorded in writing and signed by both parties.
10.3 Neither party's delay or failure to perform any provision of this Licence, as result of
circumstances beyond its control (including, without limitation, war, strikes, floods,
governmental restrictions, power, telecommunications or Internet failures, or damage to
or destruction of any network facilities) shall be deemed to be, or to give rise to, a breach
of this Licence.
10.4 The invalidity or un-enforceability of any provision of this Licence shall not affect the
continuation or enforceability of the remainder of this Licence.
10.5 This Licence shall be governed by and construed in accordance with Texas law.
AS WITNESS the hands of the parties the day and year below first written
FOR THE PUBLISHER:
Name: Bob Bridges
Signature: 313ab 53aidW
Position / Title: National Sales Manager
Date: March 21, 2012
6
FOR THE LICENSEE:
Name: D a ol
Signature:
.IZ4
Position/Title:
Date:
AS %13
ITY ATTORWI
AuepW by:
Klary-J. K#icr, C fi�Sc
OFFICIAL RECORD,
CITY SECRETARY
FT. WORTH, TX
SCHEDULE 1
LICENSED MATERIALS, SUBSCRIPTION PERIOD, FEE, AND ACCESS METHOD
A schedule dated June 1.2012 to May 315t. 2013 to the License between Facts On File and
Fort Worth Library
THE LICENSED MATERIALS:
African -American History Online
SUBSCRIPTION PERIOD: 1 year
FEE: SUBSCRIPTION TOTAL $5,000.41
Delivery: Unlimited Usage including remote access.
ACCESS METHOD:
X Authentication via User ID/password and IP Address
X Authentication via IP address
AS WITNESS the hands of the parties the day and year below first written
FOR THE PUBLISHER:
Name: Bob Bridges
Signature: 313obi 113, idW
Position / Title: National Sales Manager
Date: March 21, 2012
FOR THE LICENSEE:
Name: Charles Daniels
Signature: 0��
Position / Title: ssistant City Manager
er
Date:
8
SCHEDULE 2
LICENSEE'S PREMISES
A schedule dated June 1, 2012 to Mav 31", 2013 to the License between Facts On File and
Fort Worth Library
List of addresses of the Licensee's Library Premises, Domain Name(s) and IP addresses and/or
ranges:
Library name & address Domain name(s) IP addresses/ranges
Fort Worth Library http://fwplrpa.fortworthlibrary.org 12. 181. 197. 100
500 West 3rd Street
Fort Worth, TX 76102
AS WITNESS the hands of the parties the day and year below first written
FOR THE PUBLISHER:
Name: Bob Bridges
Signature::f3ob 39,a4e,3
Position / Title: National Sales Manager
Date: March 21, 2012
FOR THE LICENSEE:
Ao ,Ilk4
ne: s' b�ri' Is
y JJ-gn -
Position %Tate, �sistant City Manager
Date:
9