EBSCO License Agreement For Database Licensing

(VIA EBSCOhost)

1. PARTIES
   
   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.
    
   
2. DATABASE/S
    
   A list of database/s licensed by each Authorized Site appears in Addendum I, Listing of Authorized Sites, Database/s and Pricing.
     
   

   Database(s)

   Price

      
   
3. LICENSE
    
   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.
   
   E.  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 Addendum I.
   
   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.
     
   
4. 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 their patrons.
   
   B.  In no event may the LICENSEE and/or AUTHORIZED SITES bring any claim or cause of action against EBSCO more than one year five 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.
   
   C.  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 the Database(s).
      
   
5. 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 dates.
   
   B.  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.)
     
6. TERMINIATION
     
   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.
     
7. . 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 renewals hereof."
   
   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:

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EBSCO

For more information, contact Databases.