GROLIER ONLINE LICENSE AGREEMENT


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Agreement dated ending by and between Scholastic Library Publishing, Inc., 90 Old Sherman Turnpike, Danbury Connecticut, 06816 ("Scholastic Library Publishing") and ("Licensee") concerning access to Grolier Online ("Database") specified below on Schedule A, hereto made a part hereof.

  1. GRANT: In consideration of Licensee's agreement to the terms hereof, including payment of the license fee set forth in paragraph 3 hereof, Scholastic Library Publishing hereby grants to Licensee the nonexclusive, nontransferable right to access and use the Database during the Term soley in strict accordance with the terms hereof. All rights not expressly granted herein are reserved to Scholastic Library Publishing.

  2. TERM: The term of this Agreement shall be for one year or for a period as set forth in Schedule A. Renewals shall be as agreed in writing.

  3. LICENSE FEE: In consideration of the rights granted hereunder, Licensee shall pay to Scholastic Library Publishing the license fee in the amount and on the payment terms as set forth in Schedule A.

  4. CONDITIONS OF USE: The Database contains copyrighted and other proprietary materials. Licensee shall not reproduce the Database in whole or in part by any means without the express prior written consent of Scholastic Library Publishing, provided, however, that the Database provides the ability to save and print portions thereof for the personal, noncommercial use of the Licensee, preserving all copyright notices embedded within those portions.

    Remote access is permitted under the terms of this Agreement to authorized members of the user community of the Licensee, as defined in Schedule A. However, remote access shall not be permitted from any public or private third-party educational facility or library institution other than those of the Licensee.

  5. AUTHORIZED USE: The license granted hereunder for the Database is for the unlimited use of the user community defined in Schedule A. Licensee represents and warrants that the user population and site data provided in Schedule A are true and accurate representations of same.

    Licensee shall take all reasonable security measures to prevent unauthorized access to the Database as established and maintained by Licensee. At all times hereunder, Licensee shall remain liable for ensuring that all authorized use shall be in compliance with the terms of this Agreement. Licensee shall not sublicense, lease, rent, sell, donate, assign or transfer the Database or the rights granted hereunder or make copies of the Database except as expressly authorized hereunder.

  6. CONTENT AND COPYRIGHT: Licensee acknowledges and agrees that all copyrights, trade secrets, patents and other intellectual property rights in and to the database are and shall remain vested in Scholastic Library Publishing and its designees. Licensee shall not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in 4 hereof), create new works from, distribute, perform, display or in any way exploit, any of the database content in whole or in part.

  7. LIMITATION OF LIABILITY/DISCLAIMER:
    EXCEPT AS SET FORTH IN THIS PARAGRAPH 7, THE DATABASE IS LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND. SCHOLASTIC LIBRARY PUBLISHING EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO ITS QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SCHOLASTIC LIBRARY PUBLISHING DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DATABASE ARE ERROR FREE OR THAT DEFECTS IN THE DATABASE WILL BE CORRECTED. THE LICENSEE SHALL BEAR THE ENTIRE RISK RELATING TO QUALITY, PERFORMANCE AND SUITABILITY OF THE DATABASE. SCHOLASTIC LIBRARY PUBLISHING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE DATABASE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY CONTENT ACCESSED THROUGH HYPERTEXT LINKS IN THE DATABASE. SCHOLASTIC LIBRARY PUBLISHING EXPRESSLY DISCLAIMS ANY ENDORSEMENT OF, RESPONSIBILITY FOR, OR RELATIONSHIP OF ANY KIND WITH ANY THIRD-PARTY SITES ACCESSIBLE THROUGH HYPERTEXT LINKS. NO ADVICE BY SCHOLASTIC LIBRARY PUBLISHING OR A SCHOLASTIC LIBRARY PUBLISHING-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

    Scholastic Library Publishing represents and warrants that Licensee's use of the Database in accordance with the terms of this Agreement shall not infringe any copyright or trademark rights of third parties. Scholastic Library Publishing hereby indemnifies and holds Licensee harmless from and against any loss or liability arising out of Scholastic Library Publishing's breach or breach alleged by a third party of Scholastic Library Publishing's warranty hereunder, provided that Scholastic Library Publishing is given timely notice of such claimed breach and is allowed to control the defense thereof. Except as set forth herein, Scholastic Library Publishing shall in no event be liable for any direct, indirect, incidental, or consequential damages arising out of or in connection with the use, inability to use, or the performance of the Database. In no event shall Scholastic Library Publishing's liability exceed the license fees paid hereunder.

  8. TERMINATION:
    This Agreement is for the term stipulated in paragraph 2. Except as specifically set forth herein, no refund or rebate of license fees paid by the Licensee shall be made for any portion of the term in which the Licensee elects not to use the Database. Notwithstanding the forgoing, in the event the term of this license is for a period greater than one year, Licensee may terminate this agreement upon written notice provided to Scholastic Library Publishing no later than 60 days prior to the close of any contract year hereof, in which event Scholastic Library Publishing shall rebate any fees paid for any contract year following the one in which Licensee elects to terminate this Agreement.

    Scholastic Library Publishing may terminate this Agreement for any or no reason upon 60 days written notice, in which case, all previously paid fees representing unused portions of the term of this license shall be repaid to the Licnesee.

  9. GENERAL TERMS:

    a. Governing Law - This Agreement shall in all respects be construed and governed by the internal laws of the State of New York.
    b. Complete Agreement - This Agreement is the complete agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings, whether oral or written, between the parties. This Agreement may not be modified or amended except in a writing signed by both parties.
    c. Severability - The terms of this Agreement are severable, and the invalidity of any provision of this Agreement shall not affect the validity of any other provisions.
    d. Confidentiality - Licensee acknowledges and agrees that the terms and conditions of this Agreement (including but not limited to pricing) shall be kept confidential at all times, and Licensee shall not use or divulge such knowledge to any third party without Scholastic Library Publishing's prior written permission. The terms of this paragraph shall survive the expiration or earlier termination of this agreement.