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Home My WebLink AboutContract 45490 CITY SIEC %A History Gee.com CONT'RAA D Institutional Account - Subscrlipiti Agreement This Subscription Agreement ("'Agreement") between Arphax Publishing Co. ("Arphax") and the Institution named in the Hlos' toryGeo.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 HIFStoryiGeo.com for Librari"es Order Fehr "Order Form"), is is heirebly incorporated by reference. Terms and Conditions, i 1. Scope of Line se. Subscriber, Use, Restrii:ctions.: Subscriber is granted a nonexclusive, revocable, nontransferable license to access HistoryGeo.ciom (via www.hi'story es or other web-addresses specified by Arphax) over the internet using -ge.o.comZli bra rise one or more of the following approved access-metholds 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 Protolcoll ad�dreisses [IP ad(dress,es]), and/or 2) REMOTE ACCESS., from outside Subscriber's "Named Facilities"'. whereby Subscriber shall verify that remote-access-users are current, vapid library-card-holders. Ini all instanices, Subscriber shall limit access to HistoryGeo.com to "Authorized Users", which is defined as "ernployees, faculty, staff, on-site patrons, and current llibrary-card holders who reside in the Subscriber's community". In the case of a school or other academic institution, "Authorized Users" shiall also include currently enrolled students. Specifically, "Authorized Users" shall NOT include any third-parties, i,ncluding, but not Ilirmited to other libraries, schools, or co-me hers 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 m,aiy, subject to the limitaiti,ons below, use buiilt-in printing andl imagel-sawing capabilities, if subscriber allows such activities), or use browser, operating system, and/or other utilities for screen- capituiring or printing of m a,telr,ialls, gained from HistoryGieo.com, provided that such capturing or printing shall be for the sole, persona�l use of an Authorized User, shall not be reproduced or distributed, and' shall not violate the doctriines of Fair Use or Ed ucationa ll Purposes. -rhis Aglr,eement specifically disallows data warehousing, creation of a collection of materials, or the use of any automated means of searching or retrieving textual diata, 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 (inicludiling notifying Arphax) should Subscriber become aware of misuse that would violate this Agreement, by Authorized Users or would' arnount to misuse or unaiuthlorize use by other pers,onsf,-� Subscriber fuirthier' agrees to maintain an einvi,ronment 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 Arphaix), allter'niate methods of log i n,/authenti cation may be required of the Subscriber. Furthermore, in the case of "Remote Access," Arphax shall work to coordinate with Subscriber's internal,l authentication systems, hiowever, shall not be Viable for failures to connect to HistoryGeo.com caused by 1 OFFICIAL RECO, L C11TY SECRE"!.....itlifit"Y" RECEIVED APR 8 2014 1N1t',,,)."1fRTH9 TX 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 sus,peind or terminate access to HistoryGeo.com without prior notice if the Subscriber or any Authorized User 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 wheir,eby Subscriber is disallowed access to, the HistoryGeo.colm. 3. Technical Assistance and Customer Support Technical assistance and customer support are availlabil�e 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 @ h ist,oryg eo.com) 4. Payment. Unless the parties mutually agree, otherwise in writiing, Subscriber agrees to pay the "HistoryGeo.com Service 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. S. Copyright. Arphax and its Licensors are the owners of all right, title, and interest, including copyright, redistribution ri,gihts, and the right to produce the material in alternate media, for any and a�ll material that can be accessed u;rider this Agreement. HistoryGeo.com,, its Map Viewers, and its contents, are subject to copyright, database protections, and other rights of the publisher i(Arphax) and its licensors under the laws of the United States, and the COLIintry of use,., The Subscriber acknowledges that it has, no claim to ownership by reason of its use of or access to HistoryGeo.coni. 6. Disclaimer of Warranties. Arpha�x warrants that it has the authority to grant the License created h�erein. Arphax does not warrant HistoryGeo.com's completeness or accuracy and does not warrant that the Subscriber's, or any Authorized User'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 requirelm tints. With the exception of Item 8, on Infringement below, A MAKES, NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIM�ITED TO, WARRANTIES OF DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING I USAGE O T R RAD,E IAN TE., FROM A COURSE OF DEALING, 2, Liability. THE MAXIMUM LIABILITY FOR ARPHA , ITS LICENSORS, AUTHORS, AGENTS, OR ASSIGNS, FOR ANY CLAIMS AGAINST THEM AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES AND/OR IR LOSS IN ANY WAY CONNECTED WITH THIS LICENSE, SHALL BE LIMITED To FETES RECEIVED " AFT" AX FOR THE RELEVANT T" SUB CRIPTI N PERIOD. UNIDER NO CIRCUMSTANCES SHALL ARPHAX BE LIABLE T SUBSCRIBER OR ANI Y' OTHER PERSON, INCLUDING BUT NOT LIMITED To AUTHORIZED USERS, FOR ANY SPECIAL, INCIDENTAL,T"AL, R CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF INABILITY TO ACCESS HIST R `c EO.COM OR ERRORS OR OMISSIONS THEREON. Delays. Neither party shall be responsible for delta or failure in pe rform n e res lain fro acts e n the control of such party. Such acts shallll 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, S. Warranty (Non-infr nger Brut). 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 male available the licensed content to the Subscriber. 9. 'on a nificatie . Akrphax 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 lirniitatiion, 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 v illlful 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 headiings in this Agreement are a mere convenie�nce� aandl o 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 Iparties hereto. 3 c. The Subscriber may not assign or transfer its rights under this Agreement. d. Should any provision of this Agreement be hell d void or unenforceable, the remaining provisions shall remain in full force and effect to be read and construed as if the void or unenforce,able provisions were originally deleted. e. Notices to A,rphax should be mailed to Arphax Publishing Co., 2210 Research park blvd., Norm a�n, Oklahoma 73069. Notices to Subiscriber should be mailed to the address in Section I of the Order Form. Subscriber Arrph,a,x Publishing Co. A L th riz Authorized Signature: Signature Printed Name n vU%�T�ri vi Printed Name Gregory A. Bovd, 6 AW%- a Title: M I On/111 "ritle: President Date: Date: March 19, 2014 A �Wjdp%k OFF% ANU GALITY. ASSISTS T CITY T NEY AUMW City Se 00 009 pl, 4 RD 0FRIC"11 WO TX NO M&C, 17, ''QUIRED iii orur��rRUrrv'uridurrr�r�i n!HUUrwuw:vhnan'ui�rov�. HISTORYGEO. COM 'FOUR LIBRARIES Or'd�er FoIrm — Sectl'on I.* Subscriber Date: Aprill5,2014 Institution Name: Fort'Worth Public Library Name if different):Genealogy, Histo[y,and Archives Unit i : Address: 50101 W.�3 rd:st. it Fort Worth State- Texas Zip: 761012 Primary Contact- Betty Shiankle Phone: 817-392-7740 Email: betty.sham kle@fortworth,li,b.ra,ry.ga Technical Contact: Amy Bledsoe Phone: 817-392-7701ext8O49 Email: amiv.bledsoeC@fortworthlibrary.org Section 11. Subscription Information a., Subscriber seeks,access to the HisitoryGeol.colm service for the period between ,Apri'l 15.,2014 and April 15,20115, b.Number of campuses that will make use of this license.- 161 i _(the Central Library c,ampus and 15 remote si�tes) HistoryGeo.com Service Cost: $ 3750.001 P,rice Guaranteed at same annual rate for two additionall years(through April 15, 20117)1,with no more;than a 5,1%increase in the contract-year encling April 151,2018. ........... Subscriber attests to the accuracy of the information provided herein and seeks to utilize the HilstoryGeo.com service in accordance with the terms of the His toryGeo.com In stitu tion al A cco,u In t-Su bs crip tion Ag re em en t("Agre e m e nt")which i s attached rated by,reference.Arphax agrees to All", PAT provide the Histor-yG,eo.com service to Subscriber in accordance with the Agreem nt and this Order Form. OFFICIAL REC(w RM n L Dp r R "'ClIET/RaRY ,J Ip CIT)f f 1,10 FT W(r"11M R, TX 11g(p",ou. ......... .... pi Subscriber Arphax Pubillshiiig Co. Authorized Signature Authorized Signature,., Printed Name Printed'Na rat e G rego,,[y A. Boyd Title: President A 0 d en ftm u. A$ AL V,tv A A 6 rorY. OA 11 j --Wout.lMt A L 0000 000! ASSISTANT CITY A T TO NEV oil L Mary Se