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Home My WebLink AboutContract 41084 (2)CITY sECREanRY CONTRACT No._ Oa Oa_ EBSCO PUBLISHING 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, "EBSCO" is EBSCO Industries, Inc.; the "Licensee" is the entity or institution that makes available databases and services offered by EBSCO; the "Sites" are the Internet websites offered or operated by Licensee from which Authorized Users can obtain access to EBSCO'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. "Authorized User(s)" do not include alumni of the Licensee EBSCO 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. I. LICENSE A. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the databases made available by EBSCO (the "Databases") according to the terms and conditions of this Agreement. The Databases made available to Authorized User are the subject of copyright protection, and the original copyright owner (EBSCO or its licensors) retains the ownership of the Database(s) and all portions thereof. EBSCO 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 any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement. B. The Licensee is authorized to provide on -site access through the Sites to the Databases to any Authorized User. The Licensee may not post passwords to the Databases on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases only to their patrons as long as security procedures are undertaken that will reasonably 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 EBSCO. For the avoidance of doubt, if Licensee knowingly provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then EBSCO may hold the Licensee in breach and suspend access to the Database(s). Remote access to the Databases is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases 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. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print Limited copies of citations, abstracts, 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 as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases 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 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 Databases shall be for internal or personal use. Downloading all or parts of the Databases in a systematic or regular manner so as to create a collection of materials comprising all or part of the Databases 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 l 1-12-1 O PO4 . '' OFFICIAL RECORD CITY SECRETARY Ft WORM TX -..,.r__,,.z,•••••••, ..r,. - .�.— s of the United States. 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 Databases(s) to those specifically authorized by this Agreement. D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to release EBSCO from liability for any actions by Licensee that are not consistent with the Copyright Act of 1976. F. The computer software utilized via EBSCO'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 Deleted by mutual agreement of the parties. III. PRICE AND PAYMENT A. License fees have been agreed upon by EBSCO 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 EBSCO 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 6% per annum on the unpaid balance (or the maximum rate allowed by law if such rate is less than 6%). The Licensee will be liable for all costs of collection_ Failure or delay in rendering payments due EBSCO under this Agreement will, at EBSCO's option, constitute material breach of this Agreement. If changes are made resulting in amendments to the Listing of Authorized Sites and Product(s) identified in this Agreement, pro rata adjustments of the contracted price will be calculated by EBSCO 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 EBSCO, will be the exclusive responsibility of the Licensee and/or Sites. IV. TERMINATION 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 EBSCO. 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, EBSCO may (at its option) terminate this Agreement upon written notice to the Licensee. _ B. If EBSCO 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 EBSCO or its licensors or an infringement on the rights of EBSCO or its licensors, then EBSCO 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 EBSCO. Once the breach or OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX infringement has been remedied or the offending activity halted, EBSCO shall reinstate access to the Databases. If the Licensee does not satisfactorily remedy the offending activity within thirty (30) days, EBSCO may terminate this Agreement upon written notice to the Licensee. C. EBSCO acknowledges that Licensee is a Texas municipal government entity and as such, cannot allocate funds beyond the current fiscal year. If for any reason, at any time during any term of this Agreement, the Fort Worth City Council fails to appropriate sufficient funds for Licensee to fulfill its obligations under this Agreement, Licensee may terminate this Agreement to be effective on the later of (i) thirty (30) days following delivery of written notice from the Licensee to EBSCO of the Licensee's intention to terminate or (ii) the last date for which funding has been appropriated by the City Council for the purposes set forth in the Agreement D. 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. V. NOTICES OF CLAIMED COPYRIGHT INFRINGEMENT EBSCO has appointed an agent to receive notifications of claims of copyright infringement regarding materials available or accessible on, through, or in connection with our services. Any person authorized to act for a copyright owner may notify us of such claims by contacting the following agent: Kim Stam, EBSCO Publishing, 10 Estes Street, Ipswich, MA 01938, phone: 978-356-6500, fax: 978-356-5191, email: kstam@epnet.com. In contacting this agent, the contacting person must provide all relevant information, including the elements of notification set forth in 17 U.S.C. 512. VI. GENERAL A. Neither party 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 that party's 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. Neither party may assign this Agreement or any of the rights and obligations assigned herein without written consent of the other party. 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, romises, covenants orundertakings, except as described here. APPrilrs‘-‘,T Y l ` Su jan AIapis Ft Wo , ,-Assitant Ci anager Meg IMP' Gary Ba}entine Vice Pr sident, Inside Sales A 'u EBSC Publishing d Apiao° OF ICIAL RECORD 0 s° -N o 0o CITY SnRETARY 4- c10 i 1 Re TH, TX op Q ------ -- Date A Attestcz 4 0 If r„, 0 f, o Y( i o 0 s 4a Las* • • STAB" CflY flaORNEy fioMC REO/t 0 y tiondrig Secretary . •