License Terms

THIS LICENSE AGREEMENT is entered into by and between, of 132 West 31st Street, 17th Floor, New York, New York 10001, and the Licensee specified above (the "Licensee") as of the Contract Date specified above (the "Effective Date").


1.1 As used in this Agreement, the following terms shall have the meaning indicated:

"Licensed Materials" means the eBooks purchased by the Licensee. The Licensed Materials will be hosted on the secure eBooks platform, and the Licensee will also have the option of downloading electronic files of the Licensed Materials for archival purposes.

"Authorized Users" means those users that the Licensee identifies as part of the clientele it serves. For Academic Libraries and Schools, Authorized Users include that institution's administration, faculty, staff, students, and any persons who have access to the institution's network from either within the institution's building(s) or via authenticated remote access. For Public Libraries, Authorized Users include that institution's staff, residents of the locality that funds the library, and any persons who have access to the institution' s network from either within the institution's building(s) or via authenticated remote access.

1.2 The Licensee has a nonexclusive and nontransferable license to own and provide unlimited access to the Licensed Materials to Authorized Users.

1.3 The use of the Licensed Materials shall be for personal, non-commercial, educational, and research purposes. reserves the right in its sole discretion to terminate the Licensee's access to and usage of the Licensed Materials in the event that an Authorized User violates the terms of use; provided, however that shall not terminate access and use unless it first notifies the Licensee of a violation of the terms of use by an Authorized User and the Licensee fails to reasonably remedy the violation within 30 days of receiving such notice. Repeated violations by the Licensee may be cause for terminating this Agreement or restricting access for the offending parties. If the Licensee is a Library Consortium, it is responsible for the access and usage of the Licensed Materials by the Authorized Users of its Library Members.

The Licensee may not sell, transfer, publish, disclose, display or otherwise make available the Licensed Materials beyond the limits of the license set out above. Licensee shall use reasonable care to protect the copyrights and trade secrets of Violation of this provision shall be the basis for termination of this Agreement. Termination of this Agreement shall be in addition to and not in lieu of any other legal or equitable remedies available to

1.4 commits to hosting the Licensed Materials for perpetual access by the Licensee. If the Licensee no longer needs or requires hosting of the Licensed Materials by, will make available to the Licensee, at the Licensee's request, electronic files for the Licensee to host under the terms of this Agreement. The Licensee agrees to provide proper copyright protection for the Licensed Materials that are downloaded


The Licensed Materials and any related documentation are copyrighted by unless otherwise noted within the Licensed materials, and no transfer of copyright is made by this license.


3.1 In hosting the Licensed Materials, neither nor anyone else who has been involved in the creation, production, or delivery of the Licensed Materials shall be liable for any direct, indirect, consequential or incidental damages arising out of the use or the inability to use such Licensed Materials even if has been advised of the possibility of such damages or for any claim by any other party. does not represent or warrant that all errors in the Licensed Materials will be corrected. The warranties set forth in this License Agreement are the sole and exclusive warranties respecting the Licensed Materials or services provided under this License Agreement, either express or implied, including but not limited to any warranty of design, merchantability, or fitness for a particular purpose. No agent of is authorized to alter or exceed the warranty obligations of as set forth in this Agreement.

3.2 Neither party shall be liable to the other for any loss or damage attributable to, and neither party shall be deemed to be in default hereunder as a result of, any failure or delay in performance caused by force majeure. For purposes of this Agreement, the term "force majeure" shall include strike, lockout, earthquake, hurricane, flood, fire, or other acts of God or nature, war, rebellion, civil disorders, laws, regulations, acts of civil or military authorities (including the denial or cancellation of any export or other necessary license), unavailability of materials, carriers, or communications facilities, and any other causes beyond the reasonable control of the party whose performance is affected. Both parties shall use all reasonable efforts to minimize the consequences of force majeure. Where force majeure remains in effect for more than three (3) months, or if at the beginning of a force majeure condition it is clear that it will last longer than three (3) months, either party may terminate this Agreement by giving notice to the other at least three months prior to such termination.

3.3 makes no warranties respecting any harm that may be caused by the inadvertent transmission of any computer virus, worm, time bomb, logic bomb, or other such computer program transmitted with the Licensed Materials.


This agreement shall be interpreted and construed according to, and governed by, the laws of the State of New York, United States of America.


This is a recording of the entire Agreement between the parties and supersedes all prior communications, understandings, and agreements, oral or written.