License Agreement
Terms & Conditions of Use (including Copyright)
This License Agreement is between Congressional Digest Corp., 203 Primrose St., Chevy Chase, MD 20815 ["CDC"], and the individual or entity accessing Congressional Digest, Supreme Court Debates, or any other CDC information sources via the World Wide Web ["Customer"].
All references to "Congressional Digest Corp" or "CDC" herein encompass not only Congressional Digest Corp. but also all subsidiaries and affiliates of Congressional Digest Corp.
This Agreement sets forth the terms and conditions applicable to Customer's use ["Electronic Access"] of Congressional Digest, Supreme Court Debates, or any other CDC information sources via the World Wide Web, and all databases, software, and/or materials contained within the product and accompanying documentation and/or manuals [the "Product"].
1. Customer. The term "Customer" shall include all individual end users authorized to have Electronic Access to the Products. The terms and conditions of this Agreement shall apply to each such authorized end user. CDC reserves the right to request that Customer identify to CDC, in writing, the names and addresses of each such end user.
a. The term "Customer" here refers to a single institution such as a high school, university, or library. It does not refer to a network of such institutions, such as a school district, multiple campuses of a university, or a library system. In the latter case, the number of end users given Electronic Access must not exceed the maximum number of users indicated by separate Agreement with CDC.
b. Users must be employees, students, or in the case of libraries, patrons of the Customer. Use by consultants, contractors, subcontractors, or other third parties is not permitted unless authorized by CDC.
2. Grant. CDC grants to Customer a non-exclusive, non-transferable, personal, limited right of Electronic Access to the Product, according to the terms and conditions of this Agreement. Customer is solely responsible for installing and maintaining the equipment and any other software or programming necessary for Electronic Access.
3. Term. Customer is authorized to use the Product during the term of Customer’s subscription to the Product.
4. Payment. Customer will be billed at the beginning of the subscription term. Approximately ninety (90) days before the end of the first annual term, CDC will notify Customer of the fees then in effect for the Product. Within 90 days Customer must either renew for an additional one- or two-year term by remitting the fees then in effect or request termination of Customer’s usage of the Product by writing "please cancel" on the renewal notice. CDC may terminate Customer’s use of the the Product at any time if Customer is in breach of any of the Terms and Conditions of Use.
5. Copyright. The Product contains proprietary material of CDC (or material that other suppliers have licensed to CDC for use in the Product) which is protected by copyright and other laws respecting proprietary rights. CDC retains all rights in the Product, including (without limitation) all copyright and other proprietary rights worldwide in all media. Customer may not use the Product except as expressly permitted under this Agreement and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.
a. End users who are duly authorized may access the Product for individual use, i.e., may view the Product on screen; may download small portions of the Product to a computer disk for personal convenience and later reference; and may print paper copies of small portions for personal use only. If CDC is properly credited, an end user may include small extracts of the material in the Product in memoranda and reports for internal use and court filings.
b. The rights granted here 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 Product or materials contained therein. No part of the Product may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from CDC, 4416 East West HWY, Suite 400 Bethesda, MD 20814 (E-mail: info@congressionaldigest.com). Any use not authorized by the Agreement is prohibited and is not a fair use under the U.S. copyright law.
c. Customer acknowledges that the Product (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause CDC and/or CDC suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. Customer agrees that any breach of this Agreement by Customer, or any subscriber or end-user, may be enforced by CDC and/or any of CDC’s suppliers, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
d. Customer agrees that any supplier of any portion of the licensed materials may enforce its rights against Customer, even though that supplier is not a party to the Agreement.
6. Restrictions.
a. Customer 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 Product in any manner whatsoever that may infringe any copyright or proprietary interest of CDC; distribute the information contained in the Product to other users not duly authorized to Access the Product; distribute, rent, sublicense, lease, transfer or assign the Product or Agreement; decompile, disassemble, or otherwise reverse-engineer this Product or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
b. Customer is expressly prohibited from placing or installing any portion of the Product on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, 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 CDC.
c. If Customer breaches any provision of this Agreement, CDC may immediately terminate this Agreement and all licenses granted hereunder without prior notice and in addition to any other available rights and remedies.
7. Limited Warranty.
a. CDC warrants that the Product will substantially conform to the published specifications and to accompanying documentation (as may be modified from time to time), provided the Product is used on the computer hardware and with the operating system for which it was designed. CDC will use its best efforts to replace defective media or correct significant software error at no cost to Customer, provided Customer notifies CDC of such problems within thirty (30) days of discovering such defect. This is Customer’s sole remedy for breach of warranty.
b. While CDC attempts to include accurate information in the Product, occasional errors or omissions in content may occur. CDC will make reasonable efforts to correct these errors or omissions, but can make no representation regarding the accuracy of information provided. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE PRODUCT IS PROVIDED TO THE CUSTOMER "AS IS." CDC AND CDC’s SUPPLIERS MAKE NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. CDC AND ITS AGENTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT OR THE INFORMATION IT CONTAINS. CDC DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE IN CONTENT. CDC SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGE CAUSED IN ANY PART BY CUSTOMER'S USE OF THE PRODUCT, CUSTOMER'S RELIANCE ON THE INFORMATION CONTAINED IN THE PRODUCT OR CDC'S SUPPORT SERVICES, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
c. IN NO EVENT MAY CUSTOMER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST CDC, ITS SUPPLIERS OR ITS DISTRIBUTORS, MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
d. IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, CDC’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER OR ANY OTHER PERSON OR ENTITY SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE PRODUCT.
e. Customer agrees to indemnify, defend, and hold CDC, its suppliers and distributors harmless from and against any and all claims from third parties arising out of or in any way related to Customer's use of the Product hereunder, or from and against any and all claims, losses, damages and expenses resulting from Customer's use, in breach of any of the terms of the Agreement, of any data or documentation received from CDC, regardless of the form of action.
8. Additional Matters. If any part of this Agreement is declared void, this Agreement shall to the maximum practicable extent be construed without reference to that part. Customer may not assign or sublicense this Agreement without CDC's prior written consent. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and may not be modified or amended except by the express agreement of both CDC and Customer. This Agreement shall be governed by the laws of the District of Columbia, including the Uniform Commercial Code as adopted by the District of Columbia, as they apply to agreements executed and fully to be performed in the District of Columbia (that is, without reference to District of Columbia choice of law provisions). Customer expressly consents to the exercise of personal jurisdiction in the District of Columbia in connection with any dispute or claim arising out of this Agreement. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing.
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Version: 2007