Britannica Online

Rights and Restrictions:

Description Of CSU and Consortium

CSU as agent, signs this Agreement on behalf of the Universities (the "Consortium Members"). The Consortium Members are entitled to the rights, responsibilities, and privileges as set forth for CSU under this Agreement. CSU agrees and represents that it has the agreement of all Consortium Members to enter into this Agreement and each Consortium Member accepts and agrees to the terms and conditions of this Agreement, as if it had itself executed the same.

Grant of License

Britannica hereby grants CSU a limited, non-exclusive, non-transferable license to access and use the Britannica Online System, including all data, software and other material contained therein (the "Britannica System"), as updated from time to time at Britannica's sole discretion, which is made available to CSU's Authorized Users (as defined herein) via the global electronic network known as the Internet and to permit CSU's Authorized Users to access and use the Britannica System for the sole purpose of utilizing the reference materials contained in the Britannica System for personal or academic research. CSU shall not use the Britannica System for any other purposes, commercial or otherwise. CSU will provide Britannica with the hardware data necessary to permit access to the Britannica System by CSU, and CSU agrees that it will permit access to the Britannica System only by Authorized Users. "Authorized Users" are persons officially registered as full or part-time students of CSU, its faculty members, administrators, and employed staff.

In connection with the rights to access the Britannica System licensed to CSU hereunder, CSU agrees not to do the following (i) adapt, modify, translate or make a derivative work of the Britannica System or any part thereof; (ii) copy or permit automated browsing or downloading of the whole or any part of the Britannica System or documentation related thereto, except such limited copying as may be permitted under applicable U.S. copyright law; (iii) reproduce, transfer, publish, distribute, commercially use or display, broadcast, telecommunicate, sell, sublicense or provide a third party access to all or any part of the Britannica System; (iv) use all or any part of the Britannica System for product development purposes, including, but not limited to, the development and/or marketing of a database, infobase, or other information resource for resale, reuse or sublicense; (v) use or allow access to the Britannica System by other than Authorized Users, via a network system or otherwise; (vi) use all or any part of the Britannica System to develop semantic or neural network software; or (vii) permit access to the Merriam-Webster database other than through the Britannica Online home or search pages.

The parties acknowledge that incidental public use of the Britannica System may occur through occasional access by other than Authorized Users via computer workstations available in CSU's library facilities. Such incidental public access shall not be considered a breach of this Agreement by CSU, provided CSU does not market or otherwise promote such Britannica System access to the public or otherwise gain financially therefrom. CSU shall use reasonable security measures to prevent misuse by the public to access the Britannica System in this manner.

CSU shall be solely responsible for arranging appropriate connection to the Internet and all costs associated therewith, and for providing the necessary computer and other electronic equipment to display and use the Britannica System.

Britannica makes no representations concerning, and is not responsible for CSU's ability to access the Internet delivery system from time to time during the term of this Agreement.

By executing this Agreement, CSU agrees to comply with guidelines governing the conduct of Authorized Users as may be prescribed from time to time by Britannica.

Intellectual Property Rights.

CSU acknowledges Britannica's Licensor owns all right, title and interest in and to the Britannica System. Except as otherwise expressly provided herein, CSU shall not be deemed by anything contained in and/or done pursuant to this Agreement to acquire any right, title or interest in or to the Britannica System, its related documentation or the intellectual property rights relating thereto.

The Britannica System and the accompanying printed materials are copyrighted. Unauthorized copying of any Britannica materials or of the Britannica System by CSU or its Authorized Users for any reason (except as authorized by the terms hereof), including, but not limited to, instances where the Britannica System has been modified, merged or included with other software, is expressly prohibited. Unauthorized copying may activate Britannica security measures resulting in loss of access privileges. CSU shall be liable for breach of this Agreement by CSU or its Authorized Users, including any claim which results from such unauthorized copying, and CSU agrees to indemnify and hold Britannica and/or its Licensor harmless from any claim or loss (including reasonable attorney's fees) suffered by Britannica and/or its Licensor as a result of CSU's breach.

CSU Security Measures:

CSU shall take such steps as are necessary to protect the Britannica System from unauthorized use, disclosure or third party access. Such steps shall be at least of the same quality and sophistication as CSU uses to protect electronic transmissions of its own intellectual property from unauthorized use, and shall include, but not be limited to, disclosing the Britannica System security code only to Authorized Users, as defined in this Agreement, who have been advised of the existence and terms of this Agreement and agree to be bound thereby. At Britannica's request, CSU will disclose to Britannica such security measures as are then being used by CSU to prevent access by other than Authorized Users.