TERMS OF USE

This Agreement sets forth terms and conditions applicable to Licensees access to and use of the Citation Publishing, Inc. (“CITATION”) products including all databases, software and/or materials by contained within the Licensed Products.

Access to and/or use of the Licensed Products will constitute acceptance of all terms and conditions. If Licensee does not agree with the terms and conditions stated herein, immediately contact CITATION to discontinue access (Client Support Center , telephone 1-800-808-3372). Renewal of any subscription for any Licensed Product following any changes to this Agreement will constitute acceptance of those changes.

1. License. Licensee has purchased the type of license specified in the Customer Order Form (or may have access to the Licensed Products under an agreement with a third party information provider, the terms of which are incorporated herein). CITATION grants to Licensee a non-exclusive, non-transferable, limited right to access and use of the Licensed Products according to the terms and conditions of this Agreement. This license shall be effective during the term of licensee’s subscription to the License Products as set forth on the Customer Order Form. Licensee is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment, and other software necessary to use the Licensed Products.  The Licensee hereby agrees to make payment upon receipt of invoice for charges incurred based on the rate schedule in effect at the time such services are used.  Such License Fees not paid within thirty (30) days of the date of the invoice shall be subject to 18% per annum interest on the unpaid balance (or the maximum rate allowed by law, if such rate is less than 18%).  Licensor shall have the right to terminate the License upon written notice to the Licensee.

2. Licensee. The terms and conditions of this Agreement shall apply to Licensee and each Authorized User. Licensee will use best efforts to inform all Authorized Users of the terms and conditions of this Agreement. Licensee will cooperate with any investigation into possible breach of terms and conditions of use.

3. Authorized Users. The term "Authorized Users" shall include full-time and part time staffs, which are permitted to access the products via an authorized password from CITATION, regardless of the physical location of such person(s). Authorized Users shall also include other persons, who are permitted to use the products via Licensee's library and access the Network from computer terminals located on the library premises.  Any unauthorized use of the password may result in immediate termination of the License Agreement without refund of any portion of the License Fee.

LICENSEE SHALL NOTIFY ALL AUTHORIZED USERS OF THE TERMS OF THIS LICENSE AGREEMENT THROUGH A LINK TO A CITATION-SUPPLIED ELECTRONIC COPY OF THESE TERMS AND BY INFORMING ALL AUTHORIZED USERS OF THE EXISTING LINKS TO CITATION'S STANDARD ELECTRONIC LICENSE THAT ARE LOCATED AT THE BOTTOM OF THE HOME PAGES OF ALL ELECTRONIC PRODUCTS. THE LICENSE TERMS WILL BE CONSIDERED ACCEPTED WHEN THE AUTHORIZED USER CLICKS ON A SPECIFIC BUTTON TO ACCESS AND DISPLAY THE PUBLICATION.

The Company utilizes third parties to provide integrated value added features to some of its products. The Licensee will be required to provide the user ID and passwords of third party subscriptions in order to provide a fully functional product. The Licensee will be responsible for maintaining such user ID and passwords and keep them up-to-date. This information will be stored in the database along with other sensitive information about the Licensee and will only be used to provide related integrated features and will not be shared for any other purpose. The Company will not be responsible for any Cookies that are written or read by the usage of these third party web sites to provide the integrated features

4. Copyright.

a. The Licensed Products contain proprietary material of CITATION that is protected by copyright and other laws respecting proprietary rights. The Licensed Products also may contain similarly protected licensed proprietary material of Information Handling Services, Inc., Aspen Publishers, Inc., or other suppliers ("Other Licensors"). CITATION retains all rights in the Licensed Products, including (without limitation) all copyright and other proprietary rights worldwide in all media. Licensee and all Authorized Users may not use the Licensed Products except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the Licensed Products is expressly prohibited other than agreed permitted by this contract.

b. Authorized Users may access the Licensed Products for their individual use, i.e., may view the Licensed Products on screen; may download or save the Licensed Products to a computer disk for individual convenience and later reference; and may print paper copies for individual use only. If CITATION is properly credited, Authorized Users may, on an occasional basis, reproduce and use small portions of material in the Licensed Products for internal or interoffice use or as provided for under United States copyright law fair use provisions. Unless otherwise authorized by CITATION, any routine or systematic distribution of any portion of the Licensed Products is strictly prohibited.

c. The rights granted herein are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the Licensed Products or materials contained therein. No part of the Licensed Products may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from CITATION. Nothing in this license shall exclude, modify or affect any of the licensee rights under the U.S. copyright law.

5. Restrictions.

a. Licensee may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in the Licensed Products in any manner whatsoever that may infringe any copyright or proprietary interest of CITATION or its Other Licensors; distribute the information contained in the Licensed Products to other users not duly authorized to receive the Licensed Products; distribute, rent, sublicense, lease, transfer, assign or otherwise make commercial use of the Licensed Products or Agreement; decompile, disassemble, or otherwise reverse-engineer these Licensed Products, or alter, translate, modify, or adapt it to create derivative works. The use of "framing" or other means of redirecting content is specifically prohibited by the foregoing. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.

b. Except as expressly permitted under this Agreement, Licensee is expressly prohibited from placing or installing any portion of the Licensed Products on any electronic media, including, but not limited to, individual desktop computers, local or wide area networks, timesharing services, multiple processing units, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet enabled, without written authorization by CITATION.

c. Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Products.

d. Modification of Licensed Products. Licensee shall not modify or create a derivative work of the Licensed Products without the prior written permission of CITATION.

e. Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Products.

f. Commercial Purposes. Licensee may not use the Licensed Products for commercial purposes, including, but not limited to, the sale of the Licensed Products or bulk reproduction or distribution of the Licensed Products in any form.

6. Licensee Performance Obligations.

a. Provision of Notice of License Terms to Authorized Users. Licensee shall provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement.

b. Protection from Unauthorized Use. Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensor may terminate such Authorized User's access to the Licensed Materials.

7. Limited Warranty.

Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials and that it has obtained any and all necessary permissions from third parties to license the Licensed Materials. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is' basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, accuracy, completeness, currency, performance, merchantability or fitness for a particular purpose. CITATION DOES NOT WARRANT THAT THE LICENSED MATERIALS ARE ERROR-FREE IN CONTENT. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.

8. Indemnification.

The Licensee agrees to indemnify, defend and hold CITATION harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against CITATION related (to or in any way connected with any use of the Licensed Materials by the Licensee or any failure by the Licensee to perform its obligations in relation to this License, provided that nothing in this License shall make the Licensee liable for breach of the terms of the License by any Authorized User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred.