Credo Reference licence schedule agreement

Please print the form below and fax back to +1 617 426 3103 (US orders) or +44  (0)1865 339 451 (UK and Rest of World).

CREDO REFERENCE LTD INSTITUTIONAL SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS OF USE

Through this Subscriber Agreement, Credo Reference Limited. ("Credo Reference Ltd") will allow access to and use of certain licensed reference works, including all or a subset of the reference works listed at http://corp.credoreference.com/titles, and such other additional works as and Credo Reference Ltd may include in the service (collectively the "Licensed Works"), under the terms and conditions set forth herein.

The licensee's authorized users may use Credo Reference for the term of the subscription. 'Authorized users' are (a) every member of staff employed by or otherwise accredited by the licensee (b) every student accredited to the licensee for the purpose of full-time or part-time attendance (c) individual members of the public registered as users of the licensee's library or information service and walk in users; in each case who are permitted access to Credo Reference by the licensee.

FEES AND PAYMENTS

Upon receipt of the signed license, Credo Reference Ltd will activate a new subscription and invoice Licensee. Payment terms are net30 from the date of invoice. The Licensee agrees to pay all fees and charges incurred in connection with the Licensee's subscription, including applicable taxes at the rates in effect when the charges were incurred. User fees will be invoiced automatically to the Licensee at the start of each subscription period. Fees and charges are non-refundable, except as provided herein. Credo Reference Ltd may change subscription rates in the normal course of business. In that case, the Licensee will be notified of the new rates (if any) in the Credo Reference Ltd annual renewal notice which the Licensee will receive no less than four weeks prior to the end of the Licensee's subscription term.

USAGE RIGHTS

Throughout the Term Credo Reference Ltd grants the licensee the non-exclusive and non-transferrable rights to:

1. Access Credo Reference through this Website in order to search Credo Reference and to view, retrieve, and display entries included in the service;

2. Electronically bookmark, download and save individual entries included in Credo Reference; and

3. Print out single copies of individual entries of Credo Reference for purposes of private study or research.

LIMITATIONS ON USE

The licensee may not:

1. Remove or alter the authors' names or Credo Reference Ltd's or Third Party copyright notices or other means of identification or disclaimers as they appear in Credo Reference;

2. Systematically make printed or electronic copies of multiple entries of Credo Reference for any purpose; and

3. Display or distribute any part of Credo Reference on any electronic network, including, without limitation, the Internet and the World Wide Web.

The licensee must obtain the written permission of Credo Reference Ltd in order to:

1. Use all or any part of Credo Reference for any commercial use, meaning any use of Credo Reference for the purposes of monetary reward (whether by the licensee or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation;

2. Intentionally distribute the whole or any part of Credo Reference;

3. Publish, distribute, or make available works based upon Credo Reference, or works which combine Credo Reference with any other material; or

4. Alter, abridge, adapt, or modify Credo Reference.

The Licensee shall use all reasonable efforts to only permit remote access by authorized users.

The Licensee shall use all reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights relating to Credo Reference.

The Licensee shall use all reasonable efforts to notify Authorized Users of the terms and conditions of this Licence and to protect Credo Reference Ltd from any use that is not permitted under this Agreement, and shall notify Credo Reference Ltd of any such use of which the licensee become aware. In the event of any unauthorized use of Credo Reference, Credo Reference Ltd shall have the right to immediately suspend the licensee's access to Credo Reference and work with Licensee to resolve the situation expeditiously. Any failure to fulfill the licensee's obligations under this Section shall be considered a material breach of this Agreement.

ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

The licensee acknowledge that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to Credo Reference (collectively the "Credo Reference Ltd Intellectual Property"), are the sole and exclusive property of Credo Reference Ltd and the Third Party Publishers who have licensed their Works to Credo Reference Ltd and that this Agreement does not convey to the licensee any right, title, or interest therein except for the right to use Credo Reference in accordance with the terms and conditions of this Agreement. The provisions of this Section shall survive the termination of this Agreement for any reason.

DISCLAIMER OF WARRANTIES AND FORCE MAJEURE

Credo Reference Ltd disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Credo Reference Ltd Services results. Credo Reference Ltd disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Credo Reference Ltd disclaims any responsibility for any harm resulting from downloading or accessing any information or material through the Credo Reference Ltd Services.

THE CREDO REFERENCE LTD SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CREDO REFERENCE LTD EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CREDO REFERENCE LTD DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE CREDO REFERENCE LTD SERVICES. CREDO REFERENCE LTD DISCLAIMS, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE CREDO REFERENCE LTD SERVICES. CREDO REFERENCE LTD DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE CREDO REFERENCE LTD SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE CREDO REFERENCE LTD SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE CREDO REFERENCE LTD SERVICES.

YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE CREDO REFERENCE LTD SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL OR DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

EXCEPT IN THE CASE OF DEATH OR SERIOUS INJURY, UNDER NO CIRCUMSTANCES SHALL CREDO REFERENCE LTD BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE CREDO REFERENCE LTD SERVICES. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CREDO REFERENCE LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE CREDO REFERENCE LTD SERVICES, FROM INABILITY TO USE THE CREDO REFERENCE LTD SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE CREDO REFERENCE LTD SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE CREDO REFERENCE LTD SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE CREDO REFERENCE LTD SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE CREDO REFERENCE LTD SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE CREDO REFERENCE LTD SERVICES. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE CREDO REFERENCE LTD SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE CREDO REFERENCE LTD SERVICES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING AN FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT CREDO REFERENCE LTD IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR USE OF THE SERVICE DURING THE PRECEDING TWELVE (12) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SERVICE MAY BE BROUGHT BY YOU AGAINST CREDO REFERENCE LTD MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Without limiting the foregoing, under no circumstances shall Credo Reference Ltd be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

AUTHORISATION TO NEGOTIATE

The signatory of this Agreement warrants that the institution's population of authorized users has been accurately represented to Credo Reference Ltd.

The signatory of this Agreement represents and warrants to Credo Reference Ltd that he has the power and authority to execute this Agreement on behalf of the institution, which agrees to be bound by all terms contained herein.

TERM, TERMINATION

This Agreement shall commence upon Credo Reference Ltd receipt of the original, signed copy of this Agreement, and shall remain in full force and effect for one (1) year. Thereafter, this Agreement may be renewed for successive one (1) year periods, in accordance with this agreement and subject to the payment of all fees required thereby.

In the event that the licensee commit a material breach of this Agreement Credo Reference Ltd may, at its election, terminate this Agreement, and/or exercise all rights and remedies which may be available to it in law or equity.

Credo Reference Ltd may terminate this Agreement and the License granted hereunder at any time. In the event that Credo Reference Ltd terminates this Agreement for reasons other than the licensee's breach of this Agreement, the licensee will be refunded the pro rata portion of any subscription fees the licensee have paid.

Upon termination of this Agreement, the licensee agree to continue to adhere to the provisions of this Agreement relating to any Credo Reference Ltd Intellectual Property.

CHANGES TO AGREEMENT

No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment agreed to and signed by authorized representatives of Credo Reference Ltd and the Licensee. In the event the Licensee makes a change to their Credo Reference service, the terms of this Agreement will remain in effect. This includes subscription upgrades and downgrades.

LIMITATIONS ON ASSIGNMENT

This Agreement may not be assigned without the written consent of Credo Reference Ltd, and any such purported assignment shall be null and void.

APPLICABLE LAW, JURISDICTION AND SEVERABILITY

These Terms of Service will be governed by and construed in accordance with the laws of Massachusetts for North American based customers or England for customers based outside of North America, without giving effect to its conflict of laws provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Credo Reference Ltd. 

PRIVACY POLICY

Credo Reference Ltd will not share email addresses with anyone outside Credo Reference Ltd nor disclose user information to any third party, except as described below. Credo Reference Ltd may use the personal data the licensee provide online to send the licensee information about offers that we feel may be of interest to the licensee. Credo Reference Ltd requires contractual obligations with third parties with which it exchanges information as necessary to conduct its business which ensure safeguards for the privacy of the information we may use. This is the same standard used for information supplied through other means. Only Credo Reference Ltd will send the licensee these direct mailings. In addition, Credo Reference Ltd may provide aggregated, anonymous statistical data about use of the Credo Reference service to other persons.

Credo Reference License Agreement ver web19Sep2008