| Columbia Books Inc. |
| SUBSCRIPTION SERVICE AND LICENSE AGREEMENT |
| |
|
[Subscriber Name], [Subscriber Address] (hereafter referred to as "Subscriber") and Company, which has its principal offices at {Company address}, hereby enter into this Subscription Service and License Agreement.
|
| |
LICENSE
Subject to the terms of this Agreement, Company grants to Subscriber a nonexclusive license to receive, access, store and internally distribute to Authorized Users (as defined below) in electronic format for their reference use in the normal course of their duties in the conduct of Subscriber's business operations, but not for further distribution, sale or re-licensing, The Lobbying Compliance Handbook.
|
| |
|
SERVICE, TERM, & FEES
Company will provide the Handbook via email with the ability for Authorized Users to access the full text of articles through Company' website.
|
| |
|
The initial term of this Agreement is for the period of [_____________] through [_______________________],for a fee of US $ [___________] for the initial term. Subscriber will be invoiced for the full amount upon execution of this Agreement. This and subsequent invoices are due and payable when received by Subscriber and in advance of delivery of the Handbook. All amounts are subject to applicable sales tax.
|
| |
|
This Agreement is automatically renewed on an annual basis at the rate which is 105% of the rate for the prior year. If the Subscriber does not chose to renew they must notify the Company within 30 days of the renewal invoice being raised.
|
| |
|
AUTHORIZED USERS
Authorized Users are up to a maximum of [number] of Subscriber's employees and contract workers who have accounts on Subscriber's internal computer network. Authorized Users do not include employees of any other business entity that is acquired by Subscriber or which acquires Subscriber during the term of this Agreement, except with prior written notice to Company and Company' consent, which shall not be unreasonably withheld, but which shall be subject to a pro rata increase in the license rate based on any increase in the number of Authorized Users.
|
| |
|
DISTRIBUTION LIMITS
Subscriber acknowledges that the Handbook contains valuable intellectual property owned by, proprietary to, and copyrighted by Company. Subscriber agrees that it will not (electronically or otherwise) permit any copying or dissemination of any portion of the Handbook except as permitted by this Agreement. Subscriber agrees that unauthorized copying or dissemination of the Handbook will cause great harm to Company.
|
| |
|
Subscriber agrees to cooperate fully with Company to protect Company' rights in the Handbook. Subscriber agrees not to alter or edit the content of the Handbook or to remove, obscure or interfere with any copyright notices, trademarks and other identification and warnings included by Company as part of the Handbook.
|
| |
|
If Subscriber desires to use any news, commentary, analysis, data or other information or content from the Handbook in any of Subscriber's reports, analyses or other materials distributed outside of Subscriber's own company, Subscriber agrees to obtain permission from Company for each usage, which permission shall not be unreasonably withheld, and to include a footnote or reference following each usage identifying Company as the source.
|
| |
|
PRINTING
You may print up to 10 pages of the E-Book’s text at a time for your personal use, which may include sending the printed pages to a co-worker or client who has requested information from you (but you must warn him/her in writing that copyright law prohibits him/her from redistributing those pages to anyone else). Other than as set forth above, you may not print pages and/or distribute E-Book content to others.
|
| |
|
CONFIDENTIALITY
Subscriber agrees to keep the terms of this Agreement confidential and not disclose the terms of this Agreement to any third party without the prior written consent of Company.
|
| |
|
WARRANTIES; LIMITATION OF LIABILITY; REMEDIES
Company does not guarantee, represent or warrant the accuracy of any data, information, products, or services provided hereunder. Company warrants that it has the right to grant the license granted to Subscriber hereunder and that the Handbook will not infringe upon or violate any patent, copyright, trade secret, or other proprietary right of any third party. All other warranties, express or implied, are hereby disclaimed, specifically including, but not limited to, the express or implied warranties of merchantability or fitness for a particular purpose and any warranties arising from usage of trade or course of dealing. In no event shall Company be liable to subscriber for indirect, incidental, special, or consequential damages in connection with or arising out of the furnishing, performance or use of the newsletter. In the event that the Handbook is found to be inaccurate, the sole and exclusive remedy available to Subscriber shall be the availability of Subscriber to cancel the remaining term of this Agreement and receive a pro rata refund.
|
| |
|
CHOICE OF LAW; JURISDICTION; LEGAL FEES
This Agreement shall be governed by the laws of Maryland, without application of conflict of laws principles. The parties agree to the nonexclusive jurisdiction of the federal and state courts in Maryland for all disputes in connection with this Agreement. In the event of a dispute in connection with this Agreement, the losing party shall pay the prevailing party's reasonable attorneys fees and costs.
|
| |
| Accepted For |
Accepted For |
| Company |
[Subscriber Name]: |
| |
| |
| By ________________________________ |
By ________________________________ |
| Title_______________________________ |
Title_______________________________ |
| Date_______________________________ |
Date_______________________________ |