HomeMy WebLinkAboutContract 25829 0ITY SECRETARY
'Name of Institution CONTRACT NO. f�J 9�9
Date: 3/30/00
GALE GROUP
Library: Fort Worth Public Library
Contact Name: Keith Miller _='��� •
Address: 300 Taylor Street
City,State,Zip: Fort Worth,TX 76102
The Gale Group Subscription and License Agreement
This legal document is an agreement between THE GALE GROUP,INC.(herein referred to as"Gale"),a Thomson Corporation company,and you,the
subscriber(herein referred to as"Subscriber"). UPON SIGNING THIS AGREEMENT,SUBSCRIBER AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS SET FORTH HEREIN.
This agreement provides for the use by the Subscriber of the"Product"as defined below,and any and all enhancements,modifications or alterations made
thereto by Gale,and any written materials supplied by Gale under this agreement("Agreement").
TERMS AND CONDITIONS:
1.0 Product. The"Product"made subject to this Agreement consist of:(a)the"Database(s)"ordered by Subscriber pursuant to the Gale Purchase
Agreement and any updates made thereto;(b)the"Software"consisting of the search and retrieval software and any other software produced and
owned by Gale and any enhancements made thereto;and(c)the"Dianuals"produced by Gale and consisting of user documentation relating to the
Product. Gale reserves the right to edit,enhance,or modify the content included in our products from time to time.
2.0 License Grant
2.1 Gale hereby grants to Subscriber a non-transferable,non-exclusive license to use the Product according to the terms and conditions of this
Agreement.Subscriber will use the Product only for internal noncommercial purposes,will not use the Product as a component of,or a basis for,a
directory,database,or other publication prepared for sale or for any other form of distribution,and will neither duplicate nor alter the Product in any
way. This is a multi-user license and will entitle the Subscriber to utilize the Database(s),provided,however,that the use of the Product will be
limited to the authorized user base of the institution(s)licensing the Product through this Agreement.
2.2 No provision of the Agreement conveys any ownership interest in the Product. Title,as well as all applicable copyrights,patents,trade secrets and
other intellectual proprietary rights of and to the Software and Database(s)is,and remains the property of Gale and"Third Party Data Suppliers,"as
defined below,respectively.
2.3 The Software and Manuals are provided with RESTRICTED RIGHTS. The use,duplication or disclosure by the federal govemment and its agents is
subject to restrictions as set forth in subdivision(c)(1)(ii)of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013 or
subparagraphs(c)(1)and(2)of the Commercial Computer Software Restricted Rights at 48CFR 52.227-19 or 52.227-14,as applicable.
Manufacturer is The Gale Group,Inc.27500 Drake Road,Farmington Hills,Ml,48331.
3.0 Proprietary Rights in the Database(s).
3.1 Subscriber acknowledges that the Database(s)are proprietary to Gale and the Third Party Data Suppliers who have licensed their Database(s)to Gale
and that Subscriber shall have no rights in the Database(s)other than as set forth in this Agreement.No right to use the Database(s)is conveyed to
Subscriber except the right to use it for performing research including training therein. Subscriber may view the Database(s)on its terminal or may
print limited excerpts of the data by printer(and may make limited copies of such printout)solely for purposes expressly permitted by this license. In
no event may the Database(s)be uploaded,downloaded,transmitted for sale or conveyance,or distributed in any way by Subscriber except as
expressly permitted by this license.
4.0 Use Restrictions.
4.1 The Database(s)shall only be used by the faculty,staff,students,patrons and employees of Subscriber("Authorized Users").Information contained
in the Database(s)(or portions thereof)may not be duplicated or disseminated in hardcopy or machine readable form without the prior written
consent of Gale,except that each authorized user may print or download electronically a single copy of excerpts of records contained in the
Database(s)for nonprofit educational purposes or for use only by such Authorized Users to support his or her personal research needs.Under no
circumstances may printed or electronically stored copies permitted under this Section be offered for resale or redistribution.
4.2 The Database(s)may not be copied in any machine-readable form,whether it is optical disc,magnetic disc,magnetic tape,or any other form
currently existing or developed in the future. Subscriber may not modify,merge,or include any portion of the Product with or into any other data or
software. Subscriber may not prepare publications from the Database(s)for distribution except as such rights are granted directly to Subscriber by
Gale or the Third Party Data Suppliers.
4.3 Third Party Data Suppliers may provide additional terms and conditions affecting the Subscriber's use of the Database(s)which will be appended to
this Agreement or supplied in writing separately to Subscriber. Such terms and conditions will prevail and control use of the relevant
Database(s)over any conflicting terms contained herein. Subscriber agrees that this Agreement,to the extent it pertains to the Database(s)contained
in the Product,may be enforced by the Third Party Data Supplier.
4.4 Some material in the Database(s)is from copyrighted publications of the respective copyright claimants. Subscriber is referred to the publication
data appearing in the bibliographic citations,as well as to the copyright notices appearing in the original publication,all of which are hereby
incorporated by reference.
5.0 Subscriber's Obligations.
Subscriber agrees to the following:
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Name of Institution
(a) to take all necessary action to restrict and control the use,copying,protection and security of the Product among subscriber's Authorized Users
and prevent access except to those permitted to have access by the terms of this Agreement;
(b) Subscriber may not permit dial-in access to the Database(s)to an authorized user unless such authorized user is issued a security password by
Subscriber that controls access to the Database(s),or provide other means of verifying access to Authorized Users as defined in Addendum B.
6.0 Warranties
6.1 THE DATABASE(S)AND SOFTWARE ARE PROVIDED"AS IS,"WITHOUT WARRANTY OF ANY KIND. FURTHER,NEITHER GALE
NOR THE THIRD PARTY DATA SUPPLIERS WARRANTS,GUARANTEES OR MAKES ANY REPRESENTATIONS THAT SUBSCRIBER'S
USE OF THE DATABASE(S)OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE,OR THAT THE RESULTS OBTAINED WILL
BE SUCCESSFUL OR WILL SATISFY SUBSCRIBER'S REQUIREMENTS.GALE AND THE THIRD PARTY DATA SUPPLIERS MAKE NO
REPRESENTATION OR WARRANTY WHATSOEVER,EITHER EXPRESSED OR IMPLIED,AS TO THE ACCURACY OR COMPLETENESS
OF THE SOFTWARE OR THE RESULTS TO BE OBTAINED FROM USING THE INFORMATION CONTAINED IN THE DATABASE(S)OR
THE RELATED DOCUMENTATION,INCLUDING,BUT NOT LIMITED TO ITS QUALITY,PERFORMANCE,MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OF ANY SOFTWARE OR DATABASE(S)OR ANY INFORMATION CONTAINED IN
SUCH DATABASE(S). THE ENTIRE RISK TO THE RESULTS AND PERFORMANCE OF THE DATABASE(S)AND SOFTWARE IS
ASSUMED BY THE SUBSCRIBER AND THE FEE DUE UNDER THIS AGREEMENT REFLECTS SUCH ASSUMPTION OF RISK BY
SUBSCRIBER.
6.2 IN NO EVENT SHALL GALE OR ANY THIRD PARTY DATA SUPPLIER BE LIABLE FOR,INDIRECT,SPECIAL,INCIDENTAL,OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE DATABASE(S)OR SOFTWARE OR FOR THE
LOSS OR DAMAGE OF ANY NATURE CAUSED TO ANY PERSON AS A RESULT OF THE USE OF THE DATABASE(S)OR SOFTWARE.
IN NO EVENT SHALL GALE'S OR THIRD PARTY DATA SUPPLIER'S LIABILITY UNDER THIS AGREEMENT EXCEED THE ANNUAL
SUBSCRIPTION FEE RECEIVED BY GALE FROM SUBSCRIBER,EXCEPT FOR CLAIMS ARISING OUT OF OR RELATING TO THE
VIOLATION BY THE GALE GROUP OR ANY THIRD PARTY DATA SUPPLIER OF ANY THIRD PARTY COPYRIGHT OR OTHER
PROPERTY INTEREST.
7.0 Indemnification. Excluding claims arising out of or relating to the violation by Gale or the Third Party Data Suppliers of any third party copyright.
or other property rights,the Subscriber agrees to indemnify The Gale Group and the Third Part}'Data Suppliers and hold them harmless from and
against any unauthorized use of the software or Database(s).
8.0 Term
(a) The term of this Agreement shall be for the twelve(12)month period per Start/End Date defined in Addendum A. If not earlier canceled
pursuant to Section 8(b)hereof,the Agreement shall be renewed automatically for successive periods of one(1)year,unless either party provides
written notice of its intention not to renew not less than thirty(30)days prior to the end of the then current term.
(b)Gale may at any time(without prejudice to its other rights or remedies)terminate this Agreement in whole or in part or suspend the provision of
some or all of the Database(s):(i)with respect to the delivery of any part of Database from any third party(a"Source"),upon request of such Source
or immediately upon termination of Gale's agreement with such Source;(ii)upon thirty(30)days prior written notice to Subscriber in the event of the
breach of this Agreement by Subscriber,unless Subscriber cures such breach within such thirty(30)day period.
9.0 Payment. As full consideration for Gale's performance of its obligations under this Agreement,Subscriber shall pay to Gale the subscription fee
specified in the Purchase Agreement and any applicable sales,use,excise,or similar taxes. The fee is due within thirty(30)days after invoice date.
10.0 Termination of License.Upon termination of the Agreement by Gale or Subscriber for any reason,Subscriber shall within thirty(30)days,unless
otherwise agreed to in writing by Gale,return to Gale,at the Subscriber's expense,the Product and all copies thereof. Sections 3,6 and 7 of this
Agreement shall survive any expiration or termination of this Agreement.
11.0 Prohibition of Assignment. Neither this Agreement nor the license contained herein may be sub-licensed,assigned or transferred by the Subscriber
in any manner whatsoever.
12.0 Force Dlajeure. Gale will not be responsible for delay or failure to perform due to unforeseen circumstances or circumstances beyond Gale's
control,including,without limitations,war,strikes,civil disturbances and Acts of God.
13.0 Notices. All notices,consents or other communications referred to herein will be in writing and will be sent to the other party by First Class Mail at
the appropriate addresses indicated by the parties. Service of such notice,consent or other communication hereunder will be effective on the fifth
day after the day of mailing.
14.0 Security Audit. The Subscriber hereby grants Gale the right to audit,during regular business hours,use of the Database(s)to ensure compliance
with this Agreement,including,without limitation,the number of simultaneous users permitted to access the Database(s).
15.0 Enforceability. The Third Party Data Suppliers retain their respective rights to enforce its trademarks,copyrights,patents,trade secrets and other
rights against any violation thereof.
16.0 Governing Law. This Agreement shall be governed by the laws of the State of Texas,without regard to th t of
laws.
This 4wcTm—en_L3hust be and returned to Gale.1 understand that by signing this I am bound by the terms and con, ition` I 1 �n p
,Signature) (In;t to on) (Date)
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Name of Institution
ADDENDUM A
UNLIMITED or
DATABASE TITLE START/END DATE #CONCURRENT USERS PRICE
InfoTrac Custom Newspapers(2) 4/30/00—3/31/01 Sites: 1 Users: Unlimited $6,090.00
TOTAL: $6,090.00
s�. Gly °l D
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Name of Institution
ADDENDUM B
AUTHORIZED LIST OF PARTICIPATING MEMBER LIBRARIES,WITH STREET ADDRESS AND IP ADDRESS
Bill to Contact: Keith Miller
Bill to Address: Fort Worth Public Library
300 Taylor Street
Fort Worth,TX 76102
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1'
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Subscription and License Agreement
between
Gale Group ("Gale Group") and
the City of Fort Worth ("Subscriber")
ADDENDUM C
Contemporaneously with entering into the Subscription and License Agreement between
Gale Group and Subscriber, dated on or about February 4, 2000, Gale Group and Subscriber
agree to the following amendments to the Agreement:
1. Section 8(a).
The following sentence is hereby added to the end of Section 8(a):
"Notwithstanding anything to the contrary in this Agreement, if at any time
Subscriber does not appropriate funds to support its obligations hereunder or
Subscriber's budget is reduced such that it cannot support its obligations
hereunder, Subscriber may terminate this Agreement by providing thirty (30)
days' advance written notice to Gale Group."
2. Section 8(b).
The following sentence is hereby added to the end of Section 8(b):
"In the event of termination as provided by this Agreement, Gale Group shall
refund to Subscriber the prorated amount of the subscription fee previously paid
by Subscriber for the term then in effect, calculated in accordance with the
number of days remaining in that term."
3. The Agreement, as modified by this Addendum, is ratified and affirmed and in full force
and effect.
IN WITNESS WHEREOF,the parties hereby execute this Addendum. -
CITY OF FORT 'WORTH: GALE GROUP:
By:
Title: A551''6�-Gni AIdhaoef Title: d�'�'� 66Q?eCIA,�« SfitCs
Date: Date: �L
i APPROVED AS TO FORM AND LEGALITY:
LATSYTE
Assistant Ci Attorney
a- i�7-t7C�