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HomeMy WebLinkAboutContract 43600CITY SECRETARY; � $!:�WORLDBOOKONLINE.COM CONTRAGT N0..,,_ , , --, INSTITUTIONAL AND BUSINESS SUBSCRIPTION AGREEMENT This Institutional and Business Subscription Agreement sets forth the terms and conditions of your use of the Site and the Services, each as defined below. Additional terms are contained on the Site. Please read all terms and conditions carefully. By executing this agreement, you agree to be bound by the terms and conditions herein, as well as those contained on the Site. 1. License Grant a. World Book Online (the "Site") is an on-line information and educational service provided by World Book, Inc. ("World Book"), located at 233 N. Michigan Avenue, Suite 2000, Chicago, IL 60601, consisting of information, services and content provided by World Book, affiliates of World Book, and third parties. World Book grants to you, the City of Fort Worth, a home -rule municipal corporation of the State of Texas, located within Tarrant, Parker, Wise, and Denton Counties ("City"), a non-exclusive, non -transferable license for the City and its authorized users ("Authorized Users") to access and use the services ("Services"), identified in the Subscription Information Form (following this agreement), on the Site subject to the terms and conditions of: (i) the Terms and Conditions of Use, Privacy Policy and other policies posted throughout the Site (collectively, the "Additional Terms", which are incorporated herein by reference, as the same may be chanced from time to time by World Book); and (ii) this Institutional and Business Subscription Agreement. The Additional Terms and this Institutional and Business Subscription Agreement shall be collectively referred to as the "Agreement". In the event of a conflict between the terms of this Institutional and Business Subscription Agreement and any other terms, the terms of this Institutional and Business Subscription Agreement shall control. b. The right to use the Services is granted only to you and your Authorized Users and is not transferable or assignable to any other person or entity. You may permit multiple workstations to access the Services, but only by Authorized Users. Authorized Users shall be members or affiliates of your organization who are established by reasonable security measures developed by World Book, such as: User ID, "cookies", IP address, referring URL, or library card number. User access to the Services utilizing these security measures shall be maintained by you to prevent unauthorized access to the Services. c. It is your responsibility to ensure that all use of the Services, including, without limitation, use by Authorized Users, is strictly in compliance with the terms of the Agreement. You acknowledge and agree that home access to the Site utilizing your password is only permitted by an individual for personal use. To the best of your ability, you shall not permit utilization of the Site by another institution or entity. Use of your password by another institution or entity is strictly forbidden and may result in immediate termination of this Agreement. d. You represent and warrant that the data included in the Subscription Information Form is true and accurate as of the date your access to the Services is activated by World Book and that you promptly shall inform World Book in the event that any data included in the Subscription Information Form needs to be updated or changed. 2. Usage Obligations a. Except to the extent expressly provided in this Agreement, you may not copy, use, sublicense, lease or otherwise remarket or distribute by any means now or hereafter available any portion of or content on the Site. b. The City agrees: (i) to promptly notify World Book if you or your Authorized Users suspect unauthorized use of the Site; (ii) that you and your Authorized Users are responsible for the results obtained, and conclusions drawn, from your or your Authorized Users' use of the Site; (iii) that you and your Authorized Users will comply with all applicable laws, regulations, or conventions in using the Site; (iv) that neither you nor your Authorized Users are a specifically designated individual or entity under any U.S. (or other) embargo or otherwise subject, either directly or indirectly, to any order issued by any agency of the U.S. Government (or any other government) limiting, barring, revoking or denying, in whole or in part, • World Book Web Institutional and Business Subscri AOFFICIAL RECORD City of Fort Worth CITY SECRETARY FT. WORTHS 77( J rev. 11 Sept 2012 Page 1 of 6 09-18-12 A08:40 OUT your or your Authorized User's export privileges and that you will immediately notify World Book in the event you or your Authorized Users become subject to any such order; and (v) that neither you nor your Authorized Users will export or re-export any Site content, directly or indirectly, to any countries that are subject to U.S. export restrictions. 3. The Site a. The Site is generally available twenty-four (24) hours a day, seven (7) days a week. However, World Book may, at any time, without notice or liability, restrict the use of the Site or limit its availability in order to perform maintenance, update the Site, or for any other reasons World Book deems appropriate. b. To the extent that the Site contains links to other web sites or resources ( Third -Party Materials"), your use of such Third -Party Materials shall be governed by any terms and conditions specific to those Third -Party Materials, in addition to this Agreement. The proprietors of such Third -Party Materials may provide technical support of such Third -Party Materials, restrict the use of such Third -Party Materials or limit the availability of such Third -Party Materials for any reason. World Book shall not be liable for any Third -Party Materials. c. Title to, ownership of, and all proprietary rights in and to the content contained on the Site are reserved to and will at all times remain with World Book and its licensors. You shall have only those limited license rights with respect to the Site expressly granted to) ou in this Agreement. All rights not expressl) granted herein are reserved to World Book and its licensors. 4. Warranty The Site and content contained therein are believed by World Book to be accurate as of the date of publication. HOWEVER WORLD BOOK OFFERS NO GUARANTEE OR WARRANTY THAT EITHER THE SITE OR THE CONTENT THEREIN ARE WITHOUT ERROR THE SITE AND ITS CONTENT ARE PROVIDED "AS IS' WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WORLD BOOK EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WORLD BOOK DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE IN ADDITION WORLD BOOK DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE FREE OF DEFECTS, INCLUDING WITHOUT LIMITATION VIRUSES OR OTHER HARMFUL ELEMENTS. THE USER OF THIS SITE ASSUMES ALL COSTS IN CONNECTION WITH ANY SERVICING, REPAIR OR CORRECTIONS CAUSED BY USE OF THE SITE. 5. Limitation of Liability IN NO EVENT WILL WORLD BOOK OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SITE OR ANY INFORMATION CONTAINED THEREIN (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, LOST PROFITS LOSS OR CORRUPTION OF DATA, OR COMPUTER FAILURE OR MALFUNCTION) REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES unless caused by the actions or omissions of World Book. 6. Indemnification World Book agrees to indemnify, defend and save harmless the City, its officers, agents and employees, from all claims and losses whatsoever, including attorney s fees occurring or resulting to any and all persons, and from any and all claims and losses resulting to any person firm or corporation for damages, injury, or death directly arising out of, or connected with World Book's performance of this Agreement. World Book Web Institutional and Business Subscription Agreement City of Fort Worth rev. 11 Sept 2012 Page 2of6 To the extent allowed by law, the City agrees to indemnify, defend and save harmless World Book, its officers, agents, and employees from all claims and losses whatsoever, including attorney s fees occurring or resulting to any and all persons, and from any and all claims and losses resulting to any person, firm or corporation for damages, injury, or death directly arising out of, or connected with City's performance of this Agreement 7. Charges and Payment You shall pay to World Book or World Book s designee, as appropriate, all invoiced fees and charges due under the Agreement within thirty (30) calendar days of your receipt of an invoice. The City agrees to compensate World Book for its subscription services as more particularly described in Exhibit "A". Exhibit "A" is incorporated into this Agreement for all purposes. 8. Changes and Notifications a. World Book may, at any time, change the Site and/or the content thereof, or the Additional Terms. A summary of any such changes will be provided to you in the "Subscriber News ' section of the Site. If you find any change World Book makes to be unacceptable, you may cease using the Site and terminate this Agreement in accordance with its terms. Your continued use of the Site after the effective date of a change constitutes your continued acceptance of the Agreement and the Site, as changed. b. It is your responsibility to check the "Subscriber News" section regularly and review any changes made. World Book may, at its discretion, supplement the above notices: (i) by putting a pop-up notice on your screen when you access the Site; (ii) by sending you a letter or e-mail; or (iii) utilizing any other reasonable means. c. If World Book needs to contact you regarding your account, World Book shall do so by regular mail or e-mail. If you need to contact World Book concerning the Site or your account, you mad contact World Book at sub.questions@worldbookonline.com. 9. Term and Termination a. The initial term of this Agreement shall be for the period of one (1) year from the date your access to the Services is activated by World Book. b. Either you or World Book may terminate this Agreement and your access to or use of the Services for any reason at any time by giving the other party notice of termination in writing. Such termination shall be effective upon receipt of the notice. World Book may terminate this Agreement and you or your Authorized Users access to or use of the Services without notice for) our non-payment of any amounts due hereunder and for any conduct by you or your Authorized Users that World Book determines in its sole discretion, either (i) violates this Agreement, (ii) interferes with other users' use of the Site or (iii) is otherwise inappropriate Upon any termination, your license to use the Services and to access the Site automatically terminates. c. Those sections of this Agreement that should by their nature survive termination or expiration of this Agreement, shall survive such termination or expiration 10. Subscription Renewal This Agreement shall renew for four successive additional terms of one (I) year each upon World Book's receipt from you and acceptance of a valid purchase order or other form of payment approved by World Book to extend the term of this Agreement. If no valid payment is received and/or accepted by World Book prior to the expiration of the then -current term, this Agreement will automatically terminate at the end of the then -current term. 11. Miscellaneous World Book Web Institutional and Business Subscription Agreement City of Fort North rev. 11 Sept 2012 Pace 3 of 6 a. This Agreement (together with any additional terms and any attachments hereto) constitutes the entire agreement between World Book and you, and supersedes all previous written and oral agreements or understandings between the parties with respect to the Services and the Site. b, Subject to the terms of this Agreement, any information exchanged between you and World Book while you are using the Site is not confidential and shall in no way create a confidential relationship. c. Any terms varying from or adding to this Agreement in any communication from you are void unless expressly agreed to in writing by World Book. d. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the validity of the remainder of this Agreement will not be affected and each remaining provision of this Agreement vs ill be valid and enforced to the fullest extent of the law. e. Neither party shall be deemed to have waived any breach by the other party of any of the provisions of this Agreement The waiver by either party of any breach shall not constitute a waiver of any different or subsequent breach. f. Nothing contained in this Agreement will be construed to prevent World Book from complying with law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by World Book with respect to such use. g. This Agreement will be governed by the laws of the State of TEXAS without regard to its conflict of law provisions. All disputes arising out of or related to this Agreement will be subject to the exclusi\ e jurisdiction and venue of the state and federal courts located in TARRANT County, TEXAS, and the parties hereby consent to such jurisdiction and venue. h. Total Agreement. This Agreement, together with any Addendums incorporated therein, embodies the complete Agreement of the parties hereto superseding all oral or written previous and contemporary Agreements between the parties and relating to matters in this Agreement, and except as otherwise provided herein cannot be modified without written Agreement of the parties to be attached to and made a part of this Agreement. i. Application of Provisions In any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. j. Captions and Headings. The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. I. Governmental Powers. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. m. Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City or any kind whatsoever, except as to the portions of the payments herein agreed upon which funds shall have been appropriated. n. PUBLIC INFORMATION ACT Consultant understands and acknowledges that the City is a public entity under the laws of the State of Texas and as such, all documents held by the City are subject to disclosure under Chapter 552 of the Texas Government Code. World Book shall clearly indicate to the City what information it deems World Book Web Institutional and Business Subscription Agreement City of Fort Worth rev. I I Sept 2012 Page 4 of 6 proprietary. If the City is required to disclose any documents that may reveal any World Book Proprietary Information to third parties under the Texas Government Code, or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, the City will notify World Book prior to disclosure of such documents, and give World Book the opportunity to submit reasons for objections to disclosure. The City agrees to restrict access to World Book's information to those persons within its organization who have a need to know for purposes of management of this Agreement. The City agrees to inform its employees of the obligations under this paragraph and to enforce rules and procedures that will prevent any un- authorized disclosure or transfer of information. The City's will use its best efforts to secure and protect World Book s information in the same manner and to the same degree it protects its own proprietary information; however, the City does not guarantee that any information deemed proprietary by World Book will be protected from public disclosure if release is required by law. The foregoing obligation regarding confidentiality shall remain in effect for a period of three (3) years after the expiration of this Agreement. o Right to Review and Audit. World Book agrees that City shall, until the expiration of three (3) years after final payment under this Agreement is made by the City to World Book, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of World Book involving transactions relating to this Agreement on a time and materials basis or to the extent required by law or City ordinance. World Book agrees that City shall have access during normal working hours to all necessary World Book facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. p. GIFT TO PUBLIC SERVANT 1 City may terminate this Agreement immediately if World Book has offered, conferred, or agreed to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting. 2. For purposes of this section, ' benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. World Book Web Institutional and Business Subscription Agreement City of Fort Worth rev. 11 Sept 2012 Page 5of6 By signing below, you warrant that you have authority to bind the entity on whose behalf you are signing and acknowledge that you have read, understood and agree to be bound by this Agreement. SUBSCRIBER: City of Fort Worth x: Print: \ arles Daniels Title: Assistant City Manager Date: 09. / 7. /9 ,i•onees> APPROVED AS TO LEGAL FO ANRL GALITY: A 1 1 Cheri K. Byles Assistant City Attorney Mary Kayser City Secretary M&C: None required World Book Web Institutional and Business Subscription Agreement City of Fort Worth X: WORLD BOOK„INC. Print: Donald D. Keller Title: President Date: I 1 Sept. 2012 £7 ti q► sO0t00000o gyriak,oU 0 nye ala o (34, 4°.0 op OFFICIAL EC t R MTV SECRETA Fro WORT149 TX rev. 11 Sept 2012 Page 6 of 6 EXHIBIT "A" �tMIO World Book,Inc. 233 N. Michigan Ave. Suite 2000 Chicago, IL 60601 (800) 975-3250 ext 1 CUSTOMER: (Fort Worth Public Library Customer # 1 Phone # Fax: DATE: 1 1 1817-871-7735 SCHOOL / LIBRARY QUOTE 2/15/2012 Sherry DeBord Local Representative 940-368-0843 Page 1 of BILL TO Fort Worth Public Library 500 W. Third Street Fort Worth, Tx. 76102 SHIP Tt Same SKU TITLE Ext .. QTY: " VOLS PRICE_ • Price Pulic Library Basic Package Reflects 10% discount and includes World Book Student, KIL, Kids and Spanish 0 Shipping and Handling included in all prices S PECIAL INSTRUCTIONS P lease fax P.O. to 940-262-3249 PAYMENT Bill School/Library - Purchase Order Required ? P urchase Order #. Check / Money Order ❑ Credit Card - ❑ Visa ❑Mastercard Credit Card #: Card Security Code Yes Discover ❑ I Order Total [Tax ITOTAL S16,038.00 $16,038.00 $16,038.00 I confirm that I am authorized by the above institution to make this purchase and that the institution will be responsible for the balance due in accordance with the terms specified. Exp / Signature Date: Please Fax your order to 940-262-3249 Please verify your Ship to and Bill to Addresses Questions? Contact Sherry DeBorde at 800-975-3250 xl Sherrv.DeBorde cc worldbook.com