Terms & Conditions
1. License
The Children's Literature Comprehensive Database Company, LLC ("The CLCD Company") hereby grants Customer a non-exclusive, non-transferable license to obtain access to the Children's Literature Comprehensive Database ("Database") and all updates thereto listed on the Registration Form via The Children's Literature Homepage in accordance with the terms and conditions set forth herein. Customer may use the Database for search and retrieval purposes in the internal operation of its organization only or, if Customer is an individual, for his/her personal use only. Customer may also print and download selected records for research and scholarly purposes. This license is a XXX user license, which allows for access by XX PCs owned and operated by a single entity. The Database may be networked throughout the entity and may also be made available remotely through secure access procedures that Customer establishes.
2. Payment
Customer must pay the appropriate annual subscription fee plus all applicable sales, use or similar taxes for use of the Database. The fees for the first year are set forth in this agreement. Such fees are due and payable upon execution of this agreement. Payments should be made via check in U.S. dollars, made payable to The CLCD Company, 7513 Shadywood Road, Bethesda, MD 20817-2065. The CLCD Company shall provide Customer with notice of any increase in the annual subscription fee for each successive one (1) year period no later than ninety (90) days before the end of the current subscription.
First year fees: A XXX user subscription for a total of $XXX.XX.
3. Proprietary Rights in the Databases
Customer acknowledges that the Database is proprietary to The CLCD Company or, in the case of Databases licensed to The CLCD Company by its content providers ("Data Suppliers"), to such Data Suppliers, that the Databases shall remain the exclusive property of The CLCD Company or the Data Suppliers, and that Customer has no rights therein other than as set forth herein. The Database is copyrighted either by The CLCD Company or its Data Suppliers, and all rights are reserved. Customer shall not duplicate, distribute, sell, commercially exploit, create derivative works from, or otherwise make available the Databases or information contained therein, in any form or medium, to any third party.
4. No Warranties
The CLCD Company and its Data Suppliers are providing the Database in an "as is" condition. Neither The CLCD Company nor its Data Suppliers warrants, guarantees, or makes any representation regarding the accuracy, completeness, correctness, reliability, currency or otherwise, of any of the Database or the use or results to be obtained from using the Database or the information contained therein, or any related documentation or written materials. NEITHER THE CLCD COMPANY NOR ITS DATA SUPPLIERS MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE DATABASE, AND, IN PARTICULAR, THE CLCD COMPANY AND ITS DATA SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE DATABASES. CLCD MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE DATABASE, INCLUDING, WITHOUT LIMITATIONS, ANY INTERRUPTION OF OR ERROR IN THIS DATABASE UNDER ANY CIRCUMSTANCES, INCLUDING, BUT LIMITED TO CLCD'S NEGLIGENCE.
5. Limitation of Liability
NEITHER THE CLCD COMPANY NOR ITS DATA SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING LOST PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, CAUSED TO ANY PERSON AS A RESULT OF THE USE OF THE DATABASE OR THE INFORMATION CONTAINED THEREIN REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE. UNDER NO CIRCUMSTANCES SHALL CLCD BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE DATABASE, EVEN IF CLCD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CLCD COMPANY 'S LIABILITY, IF ANY, SHALL BE LIMITED TO THE PRICE PAID BY CUSTOMER FOR THE DATABASE.
6. Access and Use
The Database is available for use 24 hours per day, 7 days per week. Notwithstanding the foregoing, The CLCD Company reserves the right to shut down for as long as may be necessary the Database to resolve any technical issues that may arise.
7. System Requirements
Customer acknowledges that there are certain system requirements that are necessary in order to use the Database, and Customer is financially and technically responsible for ensuring that these requirements are met. These system requirements are (a) full access to the Internet (TCPIP) and (b) a World Wide Web browser, either Netscape (version 4.0 or higher) or Microsoft Explorer (Version 4.0 or higher).
8. Term and Termination
The term of this agreement shall be for twelve (12) months from May 1, 1999 through April 30, 2000. If not earlier canceled, 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 sixty (60) days prior to the end of the current term.
The CLCD Company may cancel this license at any time if Customer violates any of the terms and conditions set forth herein.
9. Governing Law
Any questions concerning the validity, construction, or performance of this license shall be governed by the laws of the State of Maryland excluding its conflicts of laws principles. Each party to this agreement acknowledges and agrees to submit to the exclusive jurisdiction of the sate and federal courts sitting in the County of Montgomery in the State of Maryland and waives any jurisdiction, venue, or inconvenient forum objections to such courts. In any suit to enforce this agreement, the prevailing party is entitled to its costs and attorney's fees.
10. Miscellaneous
A. Entire Agreement/Modification/Severability/Waiver
This Agreement constitutes the entire agreement between the parties and supersedes any and all written or oral prior agreements and understandings. This Agreement may only be amended or modified by a separate writing signed by the parties hereto. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the same shall not affect any of the other portions of this Agreement. Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
B. Force Majeure
The CLCD Company shall not bear any responsibility or liability for any loss arising out of any delay or interruption of its performance of obligations under this Agreement due to any act of God, act of government authority, act of the public enemy or due to war, riot, flood, civil commotion, insurrection, labor difficulty, severe or adverse weather conditions, lack or shortage of electrical power, malfunctions of equipment or software programs or any other cause beyond the reasonable control of The CLCD Company.
C. Survival
The provisions of this Agreement which protect the proprietary rights of The CLCD Company and the Data Providers will continue in force after termination.
D. Assignment
Licensee may not assign this Agreement or any right granted under said Agreement without the prior written permission of The CLCD Company
IN WITNESS WHEREOF the parties have caused their authorized representatives to execute this Agreement as of the dates specified below:
| The CLCD Company | |
| Signed by | _____________________________________ |
| Name | _____________________________________ |
| Title | _____________________________________ |
| Date | _____________________________________ |
| Licencee | |
| Signed by | _____________________________________ |
| Name | _____________________________________ |
| Title | _____________________________________ |
| Date | _____________________________________ |
