EBSCO License Agreement For Database Licensing
This LICENSE AGREEMENT is between EBSCO Publishing, 10 Estes Street, Ipswich MA 01938, a
division of EBSCO Casias, Inc. (EBSCO) and _______________________(LICENSEE), and all
AUTHORIZED SITES listed in Addendum I: Listing of Authorized Sites, Database/s and Pricing.
Authorized sites may be added or deleted from this LICENSE AGREEMENT as mutually agreed
upon by EBSCO and LICENSEE, resulting in an amended Listing of Authorized Sites,
Database/s and Pricing. The parties mutually agree to the terms of this LICENSE AGREEMENT.
A list of database/s licensed by each Authorized Site appears in Addendum I, Listing of Authorized Sites, Database/s and Pricing.
A. EBSCO hereby grants to the LICENSEE and AUTHORIZED SITES, a
nontransferable and non-exclusive right to use the Database/s according to the terms and
conditions set forth in this LICENSE AGREEMENT. The ORIGINAL COPYRIGHT OWNER retains the
ownership of the Database/s and all portions thereof; EBSCO does NOT transfer any
ownership, and the LICENSEE and AUTHORIZED SITES may not reproduce, transfer or transmit
in any form or by any means, the Database/s or any portion thereof without the prior
written consent of EBSCO, except as specifically authorized in this LICENSE AGREEMENT.
B. The LICENSEE and AUTHORIZED sites are authorized to provide on-site
access to the Database/s to their walk-in patrons. The LICENSEE and AUTHORIZED sites are
authorized to provide remote access to the Database/s only to their patrons as long as
security procedures are undertaken that will prevent remote access by institutions or
individuals that are not parties to this LICENSE AGREEMENT who are not expressly and
specifically granted access by EBSCO.
C. Through this LICENSE AGREEMENT, the LICENSEE, AUTHORIZED sites
and/or the patrons of the LICENSEE and/or AUTHORIZED SITES may download, print and/or make
paper copies of citations, abstracts, full text or portions thereof provided the
information is used solely for personal, non-commercial use. The LICENSEE and AUTHORIZED
sites shall take all reasonable precautions to limit the usage of the
Database/s to those specifically authorized by this LICENSE AGREEMENT.
D. The LICENSEE agrees to complete the non-pricing sections
of Addendum I, Listing of Authorized Sites, Databases/s and Pricing, and to make every
reasonable attempt to maintain said list during the term of this LICENSE AGREEMENT.
Addendum I is the basis for user SITE access to EBSCOhost services as well as the
mechanism from which EBSCO plans for the LICENSEE's and AUTHORIZED SITES' required service
capacity. Failure by the LICENSEE to adequately maintain this list may result in the
termination of this LICENSE AGREEMENT. If the LICENSEE wishes to add or delete from the
Listing of Authorized Sites, Database/s and Pricing, the LICENSEE will communicate such
amendments to EBSCO by forwarding a revised Listing of Authorized Sites, Database/s and
Pricing, to EBSCO. Upon receipt of the revised Listing of Authorized Sties, Database/s and
Pricing, EBSCO will update the user site access to EBSCOhost services and invoice or
credit the LICENSEE or AUTHORIZED SITES(S) accordingly on a pro rata basis as described in
Section VI. Part A. of this LICENSE AGREEMENT.
This LICENSE AGREEMENT will commence on _____________ and will
terminate on _____________. Specific start dates for access to each licensed database per
authorized site, should they differ from the dates listed herein, shall be listed in
F. EBSCO agrees to provide one complimentary training session of between
2 and 4 hours to LICENSEE, if requested. Any additional training sessions provided by
EBSCO will be charged at prevailing training rates.
- LIMITED WARRANTY AND RISKS
A. EBSCO makes no representations or warranties of any kind except as
set forth in Section III, Part A above, which are in lieu of any and all other warranties,
express or implied, including without limitation warranties of merchantability or fitness
for a particular purpose. EBSCO neither assumes nor authorizes any other person to assume
for EBSCO any other liability in connection with the licensing of the Database/s under
this LICENSE AGREEMENT and/or its use thereof by the LICENSEE and AUTHORIZED SITES or
B. In no event may the LICENSEE and/or AUTHORIZED SITES bring any
claim or cause of action against EBSCO more than
years after such claim or cause of action arises. Irrespective of the cause or
form of action, EBSCO's liability under this LICENSE AGREEMENT shall in no event exceed
the fee then paid by the LICENSEE and/or AUTHORIZED SITES for the Database/s giving rise
to the claim or cause of action.
The LICENSEE and AUTHORIZED SITES agree to
indemnify, defend and hold EBSCO harmless from and against any and all claims from third
parties arising out of or in any way related to LICENSEE's and/or AUTHORIZED SITES' use of
- PRICE AND PAYMENT
A. License fees listed in Addendum I, Listing of Authorized Sites,
Database/s and Pricing, have been agreed upon by EBSCO and the LICENSEE and AUTHORIZED
SITES, and includes all retrospective issues of the Database/s as well as updates
furnished during the term of this Agreement as specified in Section II above. The
LICENSEE's and AUTHORIZED SITES' 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 thirty sixty days of the invoice date(s). Delinquent
invoices are subject to interest charges of eighteen percent per annum on the unpaid
balance (or the maximum rate allowed by law if such rate is less than eighteen percent).
The LICENSEE and/or AUTHORZIED SITES 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 breech of this Agreement. If changes are made resulting in amendments
to the Listing of Authorized Sites, Database/s and Pricing identified in this LICENSE
AGREEMENT as explained in Section III. Part D. of this LICENSE AGREEMENT, prorate
adjustments of the contracted price will be calculated by EBSCO and invoiced or credited
the LICENSEE and/or AUTHORIZED SITES accordingly as the date of any such changes. Payment
will be due upon receipt of any additional pro rate invoices and will be deemed delinquent
if not received within thirty sixty days of the invoice
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 AUTHORIZED SITES.
(N.B. We are tax-exempt.)
A. If the LICENSEE and/or AUTHORIZED SITES breaches any portion of the
LICENSE AGREEMENT, EBSCO may terminate this LICENSE AGREEMENT and any licenses granted
hereunder without prior notice.
B. EBSCO shall send notice or renewal to the LICENSEE and shall
automatically renew the rights granted to the LICENSEE and AUTHORIZED SITES under this
LICENSE AGREEMENT provided that the fees specified in the renewal notice have been
remitted to EBSCO or its assignee and the pricing has been approved by EBSCO.
C. Upon expiration of this LICENSE AGREEMENT, unless this LICENSE
AGREEMENT has been renewed and the renewal fees have been paid in full, this LICENSE
AGREEMENT and any licenses granted hereunder will automatically terminate.
D. The provisions set forth in Sections III, IV, V, VI and VII of
this LICENSE AGREEMENT shall survive the term of this LICENSE AGREEMENT and shall continue
in force into perpetuity.
(If terminated, we do not have access to the database(s) so the contract would be
null and void except possibly for section IV, b.)
D. If terminated, EBSCO will return subscription fee(s) on a prorated basis.
- . GENERAL
A. EBSCO will not 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 their reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor
shortages, transportation facilities shortages or failures of equipment.
B. This LICENSE AGREEMENT and the license granted herein may not be
assigned by the LICENSEE and/or AUTHORIZED SITES to any third parties.
C. If any term or condition of this LICENSE AGREEMENT is found by a
court or administrative agency to be invalid or unenforceable, the remaining terms and
conditions thereof shall remain in full force and effect.
D. If the LICENSEE and/or AUTHORIZED SITES use purchase orders in
conjunction with this LICENSE AGREEMENT, then the LICENSEE AND/OR AUTHORIZED SITES agree
that the following statement is hereby automatically made part of such purchase orders:
"The terms and conditions set forth in the EBSCO Publishing LICENSE AGREEMENT FOR
DATABASE LICENSING (VIA EBSCOhost) are made part of this purchase order and are in lieu of
all terms and conditions, express or implied, in this purchase order, including any
E. This LICENSE 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. There are no representations, warranties,
promises, covenants or undertakings, except as described herein.
F. Regardless of other provisions within this agreement, (LICENSEE) retains the right to
use the product described within this agreement applying all provisions of U.S. copyright
law sections 107 and 108 regarding the fair use doctrine.
FOR THE LICENSEE: FOR EBSCO:
||Name: Tim Collins
||Title: Vice President, Division General Manager
||Institution Name: EBSCO Publishing