This is the agreement governing library participation in Unglue.it
UNGLUE.IT LIBRARY LICENSE AGREEMENT
Effective Date: Effective Date
Library: Library Name
Business Address: Library Business Address
Mailing Address: Library Mailing Address
Tel: Library Telephone number Email: Library eMail Address
Unglue.it Username: Unglue.it Username for Library
By: Signer's Name
[Authorized Signatory] Signer's Title
GLUEJAR, INC., a New Jersey corporation (Distributor), and the above described Library, agree as follows:
1. Parties. The Distributor is the owner and operator of Unglue.it, a platform for the digital distribution of written materials via the unglue.it website and any other URLs designated by the Distributor for such purpose (Distributor Website). The Library is a public or non-profit institution that provides its Authorized Users with temporary, limited access to literary works for a specified period of time.
2. Purpose. This Agreement applies to all written materials posted and available on the Distributor Website at any given time (Unglue.it Work), and sets forth the terms and conditions under which the Library may make the Unglue.it Work accessible to its Authorized Users.
3. Term and Termination. The initial Term of this Agreement shall begin on the Effective Dateand continue for a period of one (1) year. The Term shall be renewed automatically for an additional 12-month period (Automatic Renewals) unless either party gives the other party 30 days’ notice in writing of its intent to terminate the Agreement at the conclusion of the then-current 12-month term. The license terms and obligations for any Issued Licenses shall survive the Terminations of this Agreement.
4. License Fees. The License Fees and License Terms for every Unglue.it Work to be licensed to the Library (Issued License)are displayed on the Distributor Website. The License Fee is non-refundable and shall be paid using the Distributor’s then-current payment processing mechanism. Except as expressly indicated to the contrary in this Agreement, the License Fee represents payment in full for the Library's license to the Unglue.it Work.
5. Scope of License; Penalty for Misuse by Authorized Users. Payment of a single License Fee for a specified Unglue.it Work permits verified Authorized Users of the Library (Authorized Users), for the duration of the Issued License and any renewals thereof, to access the Unglue.it Work via the Distributor Website pursuant to the following Lending Restrictions:
- (a) only one (1) Authorized User at a time is permitted to access the Unglue.it Work;
- (b) access by any Authorized User is for such Authorized User’s personal, non-commercial use only;
- (c) such Authorized User’s access to the Unglue.it Work is limited to a period of 14 days
- (d) the Authorized User agrees to comply with the applicable Unglue.it terms of service posted on the Distributor Website;
- (e) the Authorized User is at all times in strict compliance with the terms of the license embedded in the Unglue.it Work; and
- (f) the Authorized User refrains from copying, transmitting or otherwise sharing the Unglue.it Work, or access thereto, with third parties.
Any unauthorized use of an Unglue.it Work by any of its Authorized Users shall result in the immediate revocation of the license embedded in the applicable Authorized User’s copy of the Unglue.it Work in question, revocation of the license embedded in the Authorized User’s copy of any other Unglue.it Works to which such Authorized User has been granted access, and the indefinite denial of access for the applicable Authorized Userto any Unglue.it Works.
6. Verification of Authorized Users. The Distributor shall not be required to provide any user with access to any Unglue.it Work pursuant to an Issued License unless and until such user has been verified as an Authorized User of the Library by means of:
- (a) email address;
- (b) library card number
- (c) IP address;
- (d) public keys/certificates; or
- (e) any other means or protocol as may be implemented during the term of this Agreement,
where such method is known by the Library to provide reasonable assurance of the user's status as an Authorized User. Users will be re-verified as Authorized Users of the library on an annual basis.
7. Provision of Archival Copy. For each Unglue.it Work for which at least one License Fee is paid, the Distributor shall make available to the Library a copy of the Work to be used for archival and non-consumptive (computational analysis) purposes only, i.e. not for reading (Archival Copy). Under no circumstances shallAuthorized Users or any third parties (other than the Library’s designated agents, who agree to be bound by the requirements of this Agreement) be provided with access to the Archival Copy of the Work absent the express advance written authorization of the Distributor.
8. Authorized User Purchased Licenses. Authorized Users are permitted to purchase an additional license to the Unglue.it Work on behalf of the Library in order to make any Unglue.it Work available to more Authorized Users. TheAuthorized User who purchases such license on behalf of the Library shall have the right to access the Unglue.it Work immediately for a period of 14-days. Thereafter, any other Authorized User may access such Unglue.it Work pursuant to the above Lending Restrictions.
9. Library Hosted Unglue.it Works. The Library may elect to provide access to any Unglue.it Work on the Library’s own website (Library Hosted Works) or through the library's designated agents, provided that the Lending Restrictions are adhered to. In such case, the Distributor will provide the Library with a downloadable copy of the Unglue.it Work that is the subject of an Issued License. The Library shall ensure that all Works retain all embedded license terms in each copy or the Unglue.it Work that is made available for access by its Authorized Users.
10. Limitation of Liability.Under no circumstances, including, without limitation, negligence, shall the Distributor or its directors, affiliates, officers, employees, or agents be responsible for any indirect, incidental, special, or consequential damages arising from or in connection with the access to or inability to access the Unglue.it Works or the web interface, or any content contained on the Distributor Website, including, without limitation, damages for loss of profits, use, data, or other intangibles. The Library’s sole remedy upon demonstration of any access-related issues shall be a refund of the License Fee.
12. No Joint Venture. This Agreement shall not be deemed to have created an agency relationship, partnership or joint venture between the parties.
13. Entire Understanding. This Agreement, together with the terms and conditions contained on the Distributor Website as updated by the Distributor from time to time without notice to the Library or its Authorized Users, constitutes the entire agreement between the parties and supersedes any previous agreements and understandings had between the parties with respect to the licensing of Unglue.it Works.
14. Governing Law; Venue. This Agreement is governed by and shall be interpreted and construed according to the laws of the United States with respect to copyright law and the laws of New York with regard to all other matters. At the Distributor’s option, any claim arising out of or related to this Agreement shall be settled by arbitration administered by a neutral arbitrator selected by the parties. If the Distributor elects to use the court system as its preferred mode of dispute resolution, then the dispute shall be subject to the exclusive jurisdiction of New York State. Prior to the commencement of any arbitration or litigation proceeding, the Distributor may elect to require that the parties participate in good faith effort to resolve the dispute through mediation. The venue for all dispute resolution proceedings shall be the city and state of New York. Notwithstanding the above, in the event that there exists a valid law in the jurisdiction in which the Library is located that mandates an alternative governing law or venue for dispute resolution, then the statutorily designated venue and/or governing law shall apply.
15. Execution. This Agreement may be executed in counterparts. Electronic signatures, faxed or scanned signatures shall be as binding as an original signature.
AGREED AND ACCEPTED:
Eric Hellman, President
Library: Library Name