IMPORTANT-READ CAREFULLY: This End User License Agreement ("Agreement") sets forth the conditions by which Cengage Learning Inc. ("Cengage") will make available electronic copies of ebooks ("Product") to you (the "End User"), which Product includes Cengage-owned licensed content (the "Licensed Content"), all as contained in this package and/or made available to you via this Website. BY CLICKING THE "I ACCEPT" BUTTON AND/OR OPENING THIS PACKAGE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS CONDITIONS AND ALL APPLICABLE LAWS AND REGULATIONS GOVERNING THE USE OF THE LICENSED CONTENT. Should the End User have any questions/comments regarding this Agreement, please contact Cengage at email@example.com
1.0 SCOPE OF LICENSE
1.1 Subject to the End User's compliance with the terms and conditions of this Agreement, Cengage hereby grants the End User, a nontransferable, non-exclusive, limited right to (i) access Licensed Content, and to download, display, view and print limited and/or make limited paper or electronic copies of citations, abstracts, individual full text or portions thereof, only for personal, educational, scholarly or internal non-commercial use at the authorized site or remotely by logging on to a secure network. The End User shall limit such use to the customary services provided to patrons and will not redistribute the Licensed Content or provide access to the Licensed Content to other libraries or third parties either directly or indirectly, unless authorized in advance and in writing by Cengage. Downloading all or parts of the Licensed Content in a systematic or regular manner so as to create a collection of materials comprising all or part of the Licensed Content and or transmitting (including, but not limited to, by way of e-mail, facsimile or other electronic means), is strictly prohibited whether or not such material is in electronic or print form.
1.2 The End User shall not: (i) except as permitted in 1.1, reproduce, copy, modify, distribute, display, transfer, sublicense, prepare derivative work(s) based on, sell, exchange, barter or transfer, rent, lease, loan, resell, or in any other manner exploit the Product or Licensed Content; (ii) remove, obscure or alter any notice of Cengage intellectual property rights present on or in the Product or Licensed Content therein, including, but not limited to, copyright, trademark and/or patent notices; or (iii) disassemble, decompile, translate, reverse engineer or otherwise reduce the Product or Licensed Content therein; or (iv) supply or fulfill requests from other institutions or libraries, a practice commonly called Interlibrary Loan or by any other means, from the Product or Licensed Content made available through this Agreement.
1.3 The End User understands that it is purchasing a copy of the Product for use in accordance with the provisions of this Agreement. Cengage also separately offers access subscriptions that provide hosting and technical services. Access subscription services enhance your use of the Product and are subject to standard subscription terms. Contact Cengage with any questions regarding such separate access subscriptions.
2.1 Cengage may at any time (without prejudice to its other rights or remedies) immediately terminate this Agreement and/or suspend access to some or all of the Licensed Content, in the event that the End User does not comply with any of the terms and conditions of this Agreement. In the event of such termination by Cengage, the End User shall certify the destruction of all copies of the Product as well as any downloaded copies of the Licensed Materials.
3.0 PROPRIETARY RIGHTS
3.1 The End User acknowledges that Cengage owns all right, title and interest, including, but not limited to all copyright rights therein, in and to the Licensed Content, and that the End User shall not take any action inconsistent with such ownership. The Licensed Content is protected by U.S., Canadian and other applicable copyright laws and by international treaties, including the Berne Convention and the Universal Copyright Convention. End User is purchasing a copy of the Product for use in accordance with the provisions of this Agreement, which includes a license to the Licensed Content contained therein. Nothing contained in this Agreement shall be construed as granting the End User any ownership rights in or to the Licensed Content.
4.0 PROTECTION AND SECURITY
4.1 The End User shall use its best efforts and take all reasonable steps to safeguard its copy of the Licensed Content to ensure that no unauthorized reproduction, publication, disclosure, modification or distribution of the Licensed Content, in whole or in part, is made. To the extent that the End User becomes aware of any such unauthorized use of the Licensed Content, the End User shall immediately notify Cengage. Notification of such violations may be sent to Cengage Learning, Inc., 20 Channel Center St., Boston MA 02210, Attention: General Counsel.
5.0 MISUSE OF THE LICENSED PRODUCT
5.1 In the event the End User uses the Product or Licensed Content in violation of this Agreement, Cengage shall be entitled to recover all costs and expenses for damages resulting from breach of this Agreement, including without limitation, reasonable attorney fees and court costs incurred.
6.0 FEDERAL GOVERNMENT CLIENTS
6.1 Except as expressly authorized by Cengage, Federal Government clients obtain only the rights specified in this Agreement and no other rights. The Government acknowledges that (i) all software and related documentation incorporated in the Product and Licensed Content is existing commercial computer software within the meaning of FAR 27.405(b)(2); and (2) all other data delivered in whatever form, is limited rights data within the meaning of FAR 27.401. The restrictions in this section are acceptable as consistent with the Government's need for software and other data under this Agreement.
6.2 The text files are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277.7013 for DoD contracts, paragraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause in the FAR (48 CFR 52.227-19) for civilian agencies, or in other comparable agency clauses.
7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
7.1 Although Cengage believes the Product and Licensed Content therein to be reliable, Cengage does not guarantee or warrant (i) any information or materials contained in or produced by the Product or Licensed Content, (ii) the accuracy, completeness or reliability of the Product and Licensed Content, or (iii) that the Product and Licensed Content is free from errors or other material defects. THE PRODUCT AND LICENSED PRODUCT IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND AND CENGAGE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS OR A PARTICULAR PURPOSE. IN NO EVENT SHALL CENGAGE BE LIABLE FOR: INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING FOR LOST PROFITS, LOST DATA, OR OTHERWISE. IN NO EVENT SHALL CENGAGE'S AGGREGATE LIABILITY HEREUNDER, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY THE END USER HEREUNDER FOR THE LICENSE OF THE PRODUCT OR LICENSED CONTENT.
8.1 Entire Agreement. This Agreement shall constitute the entire Agreement between the Parties and supercedes all prior Agreements and understandings oral or written relating to the subject matter hereof.
8.2 Enhancements/Modifications of Licensed Content. From time to time, and in Cengage's sole discretion, Cengage may advise the End User of updates, upgrades, enhancements and/or improvements to the Product or Licensed Content, and may permit the End User to access and use, subject to the terms and conditions of this Agreement, such modifications, upon payment of prices as may be established by Cengage.
8.3 No Export. The End User shall not transfer or export, directly or indirectly, the Product or Licensed Content in a manner that violates law.
8.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, the provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall be construed in a manner as to give greatest effect to the original intention of the parties hereto.
8.5 Waiver. The waiver of any right or failure of either party to exercise in any respect any right provided in this Agreement in any instance shall not be deemed to be a waiver of such right in the future or a waiver of any other right under this Agreement.
8.6 Choice of Law/Venue. This Agreement shall be interpreted, construed, and governed by and in accordance with the laws of the State of New York, applicable to contracts executed and to be wholly preformed therein, without regard to its principles governing conflicts of law. Each party agrees that any proceeding arising out of or relating to this Agreement or the breach or threatened breach of this Agreement may be commenced and prosecuted in a court in the State and County of New York. Each party consents and submits to the non-exclusive personal jurisdiction of any court in the State and County of New York in respect of any such proceeding.
8.7 Acknowledgment. By opening this package and/or by accessing the Licensed Content on this Website, THE END USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS THE PRODUCT OR LICENSED CONTENT AND RETURN THE LICENSED PRODUCT TO CENGAGE (WITHIN 30 CALENDAR DAYS OF THE END USER'S PURCHASE) WITH PROOF OF PAYMENT ACCEPTABLE TO CENGAGE, FOR A CREDIT OR A REFUND.