1. License Grant. Subject to the terms of this PubEasy® School Usage Agreement ("Agreement"), Bowker hereby grants you a non-exclusive, non-transferable license to access and use PubEasy® School. Except as expressly set forth in this Agreement, you do not acquire any intellectual property rights in PubEasy® School or any associated software, systems, documentation or other materials. All such rights and interests remain in Bowker and its licensors.
2. Authorized Users. "Authorized User" means, for schools and school districts, any of your employees, faculty, staff, administrators, temporary workers, or other agents authorized by you to use PubEasy® School to support your book ordering and tracking activities.
3. Remote Access. You will strictly limit remote access to PubEasy® School to Authorized Users through the use of passwords, IP addresses or other secure method of user verification. You will not share access with other institutions or third parties either directly or indirectly. You will immediately notify Bowker if you believe your security has been compromised.
4. Permitted Uses. PubEasy® School may be used for your book ordering, research, or educational purposes only. The content available through PubEasy® School (including but not limited to bibliographic information, articles, photographs, images, illustrations, audio clips, video clips, software and databases) ("Content") is the property of Bowker or its licensors and is protected by copyright and other intellectual property laws. You and your Authorized Users are permitted to use, display and distribute the Content for book ordering, educational, scholarly or reference purposes only. You agree that you will not: (i) copy, reproduce, modify, download, retransmit, distribute, disseminate, sell, publish, broadcast, circulate or otherwise make all or any part of the Content or PubEasy® School available in any medium or in any way, in whole or in part, to any third parties except as specifically authorized herein; (ii) decompile, disassemble, or reverse engineer any software contained in PubEasy® School; (iii) use the Content or PubEasy® School to create derivative or competitive works; or (iv) use or provide access to the Content or PubEasy® School for non-book ordering or non-educational purposes or for commercial use on the Internet.
Notwithstanding the foregoing, Bowker acknowledges that Authorized Users may refer to (and include insubstantial excerpts of) Content in professional writings consistent with the fair use doctrine of United States copyright law, and nothing herein restricts any such use provided that with such use you and your Authorized Users must include all copyright and other proprietary notices placed upon the Content by Bowker.
5. Supplemental Terms.
a. Updates. Bowker will announce any substantial additions, deletions or modifications of information, databases, materials, capabilities or services within PubEasy® School ("Product Updates") via electronic mail to PubEasy® School subscribers. Such Product Updates shall be subject to the terms and conditions of this Agreement at the time they are added to PubEasy® School, but shall not materially alter your use of PubEasy® School.
b. Systems Usage. To protect PubEasy® School for the research and educational use of Authorized Users, automated searches against Bowker's systems are not permitted with the exception of nonburdensome federated search services. Data mining is prohibited.
Providers. Bowker provides access from PubEasy® School to certain third parties, including without limitation book publishers, which provide goods, services or information useful to PubEasy® School subscribers ("Providers"), with or without charge, to those PubEasy® School subscribers who wish to purchase from them. Bowker reserves the right to add or delete Providers from PubEasy® School and to amend or permit Providers to amend the goods or services provided or the fees for such goods or services, except as otherwise agreed by any Provider with a PubEasy® School subscriber. You acknowledge that Bowker is not responsible for the goods, services or information provided by any Provider, and you release Bowker from any liability to you for any actions or omissions by any Providers participating in PubEasy® School. Additionally, in the event that you choose to enter into agreements with Providers, you will deal with such Providers and not Bowker with respect to payments, services, deliveries, returns, credits, warranties and similar matters.
6. Fees.
a. You agree to pay Bowker any fees for use of PubEasy® School as specified in an order form signed by you. For the avoidance of doubt, you shall not be liable to Bowker for any fees for use of PubEasy® School other than those fees specified in an order form signed by you.
b. You agree to pay Providers all fees and charges, including without limitation any shipping and handling charges or taxes, for any goods and services that you purchase from Providers via PubEasy® School.
7. Term and Termination.
a. Term. Your rights and access shall commence on the date you first access PubEasy® School and shall continue until you notify Bowker that you wish to terminate your access to PubEasy® School.
b. Termination for Breach. If a party breaches any material term of this Agreement and does not cure after thirty (30) days written notice, this Agreement may immediately be terminated in whole or in part. In the event the license granted under this Agreement is terminated you shall disable access to PubEasy® School and destroy any CD-ROMs, FTP databases or any software provided hereunder, if any. In addition, Bowker reserves the right to pursue any other legal remedy available to Bowker.
c. Remedial Action. Without limiting the above, Bowker may suspend delivery of PubEasy® School to you if Bowker reasonably determines that your failure to comply with this Agreement may cause irreparable harm to Bowker or its licensors under the specific circumstances. When such failure to comply is resolved, Bowker will work with you in good faith to restore your access as soon as possible.
8. Access and Use. a. PubEasy® School includes proprietary Bowker software to be used in connection with PubEasy® School. It may not be reverse engineered or used for any other purpose.
b. You, at your own expense, shall provide and maintain the equipment, software, and services necessary to effectively and reliably connect to PubEasy® School including telecommunications connections if they are needed and any related third party charges.
c. Bowker may seek to assist you from time to time regarding hardware and software compatibility with PubEasy® School, however BOWKER SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY BOWKER WITH PUBEASY® SCHOOL AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH PUBEASY® SCHOOL.
d. You and Bowker each agree to use reasonably sufficient security procedures to protect PubEasy® School from improper access or modification. Bowker shall not be liable for the interception by improper means or the theft by persons, other than Bowker employees, agents or contractors, of any information carried on PubEasy® School.
9. Transaction Data. You may electronically transmit and receive from Providers via PubEasy® School electronic documents including, but not limited to, purchase orders, purchase order acknowledgements, shipping notices, and invoices and including bibliographic information identifying a book title (collectively, "Transaction Data"). You acknowledge and agree that Bowker may temporarily store your Transaction Data and aggregate your Transaction Data by product title/name with the Transaction Data of other PubEasy® School subscribers. You acknowledge and agree that Bowker may publish, display, distribute, sell or license analyses and summaries of aggregated Transaction Data as part of Bowker's bibliographic and business intelligence products; and may filter Transaction Data by certain criteria, including without limitation, by ISBN, by period (month, quarter, year), by geography (state, groups of states), by any bibliographic limiter/filter, by publisher, or by subject category, provided that such analyses and summaries will be identified only by product title/name and will not be identified as Transaction Data having originated with a particular PubEasy® School subscriber by name.
10. EEOC Statement. Bowker agrees to comply with all provisions of Executive Order 11246 of September 24, 1965, and all rules, regulations and relevant orders of the Secretary of Labor related to equality of employment opportunity which Executive Order, rules, regulations and orders are incorporated herein by reference.
11. Limited Warranty and Disclaimer of Warranty. Bowker warrants that it has all rights necessary to enter into this Agreement and to provide PubEasy® School to you. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, PUBEASY® SCHOOL AND ALL EQUIPMENT AND SOFTWARE PROVIDED BY BOWKER TO YOU ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER BOWKER NOR ANY PROVIDER OF INFORMATION OR SOFTWARE IN PUBEASY® SCHOOL WARRANTS THE USE OF PUBEASY® SCHOOL OR THAT THE SOFTWARE OR SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKES ANY WARRANTY AS TO THE AVAILABILITY OF PUBEASY® SCHOOL, THE ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE INFORMATION OR THE RESULTS OF YOUR USE OF PUBEASY® SCHOOL, THE SOFTWARE OR THE INFORMATION, EVEN IF ASSISTED BY BOWKER.
12. Limitation of Liability. THE MAXIMUM LIABILITY OF BOWKER AND ITS LICENSORS ARISING OUT OF ANY CLAIM RELATED TO PUBEASY® SCHOOL WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY BOWKER FROM YOU FOR THE USE OF PUBEASY® SCHOOL UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL BOWKER OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF PUBEASY® SCHOOL OR BOWKER'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER BOWKER OR ITS LICENSORS ARE DEEMED NEGLIGENT, EVEN IF THEY ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BOWKER OR ITS LICENSORS BE LIABLE TO YOU OR TO PROVIDERS FOR FEES CHARGED TO YOU BY PROVIDERS FOR THE PURCHASE OF BOOKS OR OTHER SERVICES.
13. Miscellaneous.
a. Assignment. This Agreement is binding upon and shall inure to the benefit of the parties and their respective permitted successors, trustees, and assigns. Neither party shall have the right to assign, transfer or sublicense any right, interest or obligation in or under this Agreement without the prior written consent of the other, except that either party may assign this Agreement in whole or in part to any entity under the common control of its ultimate parent company or to any entity which shall succeed to all or substantially all of the assets, liabilities and goodwill of that party.
b. Taxes. Except to the extent that you are tax-exempt as to the tax in question, you are responsible for any sales, use, VAT, personal property or other local taxes (except those based on Bowker's income) or import duties imposed on your use of PubEasy® School.
c. Waiver. Failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision.
d. Force Majeure. Neither you nor Bowker shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond your control or Bowker's control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, acts of terrorism and/or any other cause beyond the reasonable control of the party whose performance is affected.
e. Interruption of Service. Neither Bowker nor its licensors shall be liable or deemed in default of this Agreement for any failure or delay or interruption in PubEasy® School or any failure of any equipment or telecommunications resulting from any cause or circumstance beyond the reasonable control of Bowker.
f. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter and may not be amended, except in a writing signed by the parties. Notwithstanding the foregoing this Agreement shall be superseded by an agreement relating to your use of PubEasy® School that is signed by you.
g. Severability. If any provision of this Agreement is found invalid or unenforceable pursuant to a decree or decision of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable according to its terms.
V.1 Jan 2009
PubEasy School Contacts
Email: pubeasyschool@bowker.com
Charles Halpin
Director, Market Development, Bowker Publishing Services
charles.halpin@bowker.com
Tel: 908-219-0089
Beat Barblan
Product Manager, Bowker Publishing Services
beat.barblan@bowker.com
Tel: 908-219-0143
Corporate Headquarters
630 Central Ave
New Providence, NJ 07974
USA