HomeMy WebLinkAboutContract 45490 (2)HistoryGeo.c
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Institutional Account ma Subscription Agreement
This Subscription Agreement ("Agreement") between Arphax Publishing Co. ("Arphax") and the Institution
named in the HistoryGeo.com for Libraries Order Form ("Subscriber"), defines the rights and
responsibilities between said parties whereby Arphax grants to Subscriber access to the HistoryGeo.com
service subject to the below Terms & Conditions and the HistoryGeo.com for Libraries Order
Form ("Order Form"), which is hereby incorporated by reference,
Terms and Conditions
1. Scope of License. Subscriber Use Restrictions.
Subscriber is granted a nonexclusive, revocable, nontransferable license to access HistoryGeo.com
(via www.historvaeo.com/libraries or other web -addresses specified by Arphax) over the Internet using
one or more of the following approved access -methods AS SPECIFIED IN THE ORDER FORM or related
addenda (if any): 1) LOCAL ACCESS, originating from the Subscriber's ' Named Facilities" (from one or
more specified Internet Protocol addresses [IP addresses]), and/or 2) REMOTE ACCESS, from outside
Subscriber's "Named Facilities", whereby Subscriber shall verify that remote -access -users are current,
valid library -card -holders. In all instances, Subscriber shall limit access to HistoryGeo.com to "Authorized
Users", which is defined as "employees, faculty, staff, on -site patrons, and current library -card holders
who reside in the Subscriber's community". In the case of a school or other academic institution,
"Authorized Users" shall also include currently enrolled students. Specifically, "Authorized Users" shall NOT
include any third -parties, including, but not limited to other libraries, schools, or co -members of library -
systems or associations.
This subscription entitles Authorized Users to access HistoryGeo.com, utilize its search tools, view maps,
and use related map -viewing tools, namely "Snapshots" (bookmarks), "Markers", and "Migrations" ("User
Data") .
Authorized Users may, subject to the limitations below, use built-in printing and image -saving capabilities
(if subscriber allows such activities), or use browser, operating system, and/or other utilities for screen -
capturing or printing of materials gained from HistoryGeo.com, provided that such capturing or printing
shall be for the sole, personal use of an Authorized User, shall not be reproduced or distributed, and shall
not violate the doctrines of Fair Use or Educational Purposes. This Agreement specifically disallows data
warehousing, creation of a collection of materials, or the use of any automated means of searching or
retrieving textual data, maps, or other imagery.
This Agreement is enforceable only against and by the parties who have executed it. However, Subscriber
agrees to make reasonable efforts to take appropriate action (including notifying Arphax) should
Subscriber become aware of misuse that would violate this Agreement by Authorized Users or would
amount to misuse or unauthorized use by other persons; Subscriber further agrees to maintain an
environment that deters abuse of the terms of the Agreement and any other activity by Authorized Users
or others that would harm HistoryGeo.com. Arphax shall make reasonable efforts to validate Subscriber
logins using methods chosen by Subscriber, but should such methods be determined insecure (in the sole
discretion of Arphax), alternate methods of login/authentication may be required of the Subscriber.
Furthermore, in the case of "Remote Access/' Arphax shall work to coordinate with Subscriber's internal
authentication systems, however, shall not be liable for failures to connect to HistoryGeo.com caused by
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delays attributed to Subscriber personnel or its technology vendors.
2. Terms and Fees.
This Agreement shall remain in effect during the period specified on the Order Form. Subscriber access to
HistoryGeo.com is allowed only for the period of time specified on the Order Form or any renewal
period(s) agreed -to in writing.
There shall be no access to HistoryGeo.com after the Agreement is terminated. Arphax reserves the right
to suspend or terminate access to HistoryGeo.com without prior notice if the Subscriber or any Authorized
U ser violates any term of this Agreement. However, should Arphax initiate such a suspension or
termination, the Subscriber shall be refunded a pro-rata portion of their paid subscription cost
representing that percentage of the subscription term whereby Subscriber is disallowed access to the
HistoryGeo.com.
3. Technical Assistance and Customer Support : Technical assistance and customer support are
available Monday through Friday, excluding holidays, from 9:00 a.m. to 5:00 p.m. Central Time, by phone
(405-366-6181) or e-mail (info@historygeo.com).
4. Payment.
U nless the parties mutually agree otherwise in writing Subscriber agrees to pay the "HistoryGeo.com
S ervice Cost' amount specified in Section II of the Order Form by no later than thirty (30) days from the
date on which the Order Form is executed by Subscriber.
5. Copyright.
Arphax and its Licensors are the owners of all right, title, and interest, including copyright, redistribution
rights, and the right to produce the material in alternate media, for any and all material that can be
accessed under this Agreement. HistoryGeo.com, its Map Viewers, and its contents are subject to
copyright, database protections, and other rights of the publisher (Arphax) and its licensors under the
laws of the United States and the country of use. The Subscriber acknowledges that it has no claim to
ownership by reason of its use of or access to HistoryGeo.com.
6. Disclaimer of Warranties.
Arphax warrants that it has the authority to grant the License created herein. Arphax does not warrant
HistoryGeo.com's completeness or accuracy and does not warrant that the Subscriber's or any Authorized
U ser's use of HistoryGeo.com will be uninterrupted or error free, or that the results obtained will be useful
or will satisfy the Subscriber's or any Authorized User's requirements.
With the exception of Item 8 (Non -Infringement) below, ARPHAX MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING
FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
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Liability. THE MAXIMUM LIABILITY FOR ARPHAX, ITS LICENSORS, AUTHORS, AGENTS, OR ASSIGNS, FOR
ANY CLAIMS AGAINST THEM AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES AND/OR
LOSS IN ANY WAY CONNECTED WITH THIS LICENSE SHALL BE LIMITED TO FEES RECEIVED BY ARPHAX
FOR THE RELEVANT SUBSCRIPTION PERIOD. UNDER NO CIRCUMSTANCES SHALL ARPHAX BE LIABLE TO
SUBSCRIBER OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED USERS FOR ANY
SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT
LIMITATION, DAMAGES ARISING OUT OF INABILITY TO ACCESS HISTORYGEO.COM OR ERRORS OR
OMISSIONS THEREON.
Delays. Neither party shall be responsible for delay or failure in performance resulting from acts beyond
the control of such party. Such acts shall include, but not be limited to: governmental act, act of God, act
of war, riot, epidemic, fire, flood, or other disasters.
7. Non -Appropriations.
In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means
whatsoever in any fiscal period for payments due under this contract, then the City will immediately notify Arphax of such
occurrence and this contract shall be terminated on the last day of the fiscal period for which appropriations were received
without penalty or expense to the City of any kind whatsoever, except to the portions of annual payments herein agreed
upon for which funds shall have been appropriated.
8. Warranty (Non -infringement).
Arphax warrants to the Subscriber and its authorized users that the licensed content used in accordance with the
Agreement does not infringe the copyright or any other proprietary or intellectual property rights of any person. Arphax
further warrants that it has the right to make available the licensed content to the Subscriber.
9. Indemnification.
Arphax shall indemnify and hold Subscriber harmless from and against any and all third party claims, demands, actions,
suits, proceedings, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys',
consultants' and experts' fees) (collectively, "Claims") arising out of, incurred in connection with, or relating to the gross
negligence or willful misconduct of Arphax, or any of its officers, employees, subcontractors, agents or representatives in
connection with the subject matter of this Subscription Agreement; provided, however, that Arphax s foregoing
indemnification obligations shall be reduced to the extent (as determined by a court of competent jurisdiction or as set
forth in a binding settlement between the parties) such Claim arose out of, or in were incurred in connection with, the
gross negligence or willful misconduct of the Subscription Account, or any of its officers, employees, subcontractors,
agents or representatives to the extent allowed by Texas Law.
10. Miscellaneous.
a. This Agreement constitutes the entire Agreement between the parties hereto and supersedes all prior
oral and written and all contemporaneous oral negotiations, commitments and understandings, including
Purchase Orders or other related documentation supplied by you, which are considered to be for your
internal use and are not binding on Arphax.
b. The headings in this Agreement are a mere convenience and do not limit the scope or content of the
subject matter contained therein No waiver, amendment, or modification of this Agreement shall be
effective unless in writing and signed by the parties hereto.
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c. The Subscriber may not assign or transfer its rights under this Agreement.
d. Should any provision of this Agreement be held void or unenforceable, the remaining provisions shall
remain in full force and effect to be read and construed as if the void or unenforceable provisions were
originally deleted.
e. Notices to Arphax should be mailed to: Arphax Publishing Co., 2210 Research park Blvd., Norman,
Oklahoma 73069. Notices to Subscriber should be mailed to the address in Section I of the Order Form.
Authorized
Signature
Printed Name :
Title:
Date:
Subscriber
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ASSISTANT CITY ATTORNFY
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Arphax Publishing Co.
Authorized Signature:
Printed Name :
Title:
Date:
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Gregory A. Bovd
President
March 19, 2014
OFFINAic kciCARD
\s_CITY SECKFI`K'AY
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HISTORYGEO. COM FOR LIBRARIES
— Order Form -
Section I: Subscriber
Date: April 15, 2014
Institution Name: Fort Worth Public Library Library Name (if different): Genealogy, History. and Archives Unit
Address: 500 W. 3rd St.
City Fort Worth State: Texas Zip: 76102
Primary Contact: Betty Shankle Phone: 817-392-7740 Email: betty.shankle@fortworthlibrarv.ora
Technical Contact: Amv Bledsoe Phone: 817-392-7701 ext 8049 Email: amv.bledsoePfortworthlibrarv.org
Section II: Subscription Information
a. Subscriber seeks access to the HistoryGeo.com service for the period between April 15, 2014 and April 15, 2015 .
b. Number of campuses that will make use of this license: 16 (the Central Library campus and 15 remote sites).
HistoryGeo.com Service Cost: S 3750.00 *
*. Price Guaranteed at same annual rate for two additional years (through April 15, 2017), with no more than a 5% increase in the
contract -year ending April 15, 2018.
Subscriber attests to the accuracy of the information provided herein and seeks to utilize the HistoryGeo.com service in accordance with the terms of
the HistoryGeo.com Institutional Account - Subscription Agreement ("Agreement") which is attached and_jjcor_pciated by reference. Arphax agrees to
provide the HistoryGeo.com service to Subscriber in accordance with the Agreem 2nt and this Order Form.
Subscriber
Authorized Signature
Printed Name :
Title:
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ASSISTANT CITY ATTORNFI
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Arphax Publishing Co.
Authorized Signature:
Printed Name :
Title:
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Grezory A. Boyd
President
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