SITE LICENSE FOR A TRIAL PERIOD
(Literary Research Guide)
This site license (“Agreement”) is made as of the date Licensee’s authorized representative clicks “I Agree” on an electronic copy of this Agreement (“Effective Date”) between The Modern Language Association of America (“MLA”) and a library (“You,” and grammatical variations, or “Licensee”). We agree as follows.
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- Background. MLA is the publisher of the Literary Research Guide, 5th edition, by James L. Harner (“Work”). MLA is making the Work available to libraries in an electronic format for users to read, search, and link to reference sources and to annotate and save searches and citations. Licensee would like to license the Work under the terms of this Agreement.
- License. Subject to the terms of this Agreement, MLA grants Licensee a royalty-free, 30-day trial license (“License”) to make the Work available through Licensee’s library only to Licensee’s Authorized Users. “Authorized Users” means (a) Licensee’s enrolled students, faculty, affiliated and visiting researchers, and regular and contract staff, all of whom may access the Work from within Your library or remotely, and (b) Licensee’s authorized walk-in library users, who access the Work from within Your library or from academic facilities that permit access to library resources. This license does not authorize any of the following conduct: making the Work available to any person or entity who is not an Authorized User; providing a password to anyone, even another Authorized User; archiving the Work; copying or sending the Work or any part of it to others, including through interlibrary loan; and hacking into MLA’s Web site (or attempting to do so).
- Confidentiality. MLA agrees to maintain securely any personally identifying information submitted by You or Authorized Users and searches and annotations saved by Authorized Users on MLA’s Web site (“Confidential Information”) and will not disclose or permit use of it by anyone except the Authorized User (except to comply with the law or legal process). MLA will require anyone to whom it provides access to Confidential Information (e.g., during maintenance) to comply with the provisions of this paragraph. MLA is not required to retain any Confidential Information after the termination or expiration of this Agreement.
- Termination. MLA may terminate this Agreement immediately, upon written notice, for any reason. This Agreement will terminate automatically when the License expires, when You and MLA agree to a license that supersedes this Agreement, or when MLA issues a new edition of the Work or determines that it will no longer make the current edition available.
- Trademark Ownership. You license to MLA the right to include Licensee’s name on the home page through which Your Authorized Users will gain access to the Work, and MLA will acquire no rights in Your name as a result of that use. You acknowledge that MLA owns the trademarks “MLA” and “Modern Language Association” and the title Literary Research Guide and all associated goodwill and that You will acquire no rights in any of those marks as a result of any use under this Agreement.
- Representations, Warranties, Indemnity, and Liquidated Damages; and Disclaimers.
- You will permit only Authorized Users to access the Work through Your library, and You agree that You are responsible for the acts and omissions of Your employees, agents, and officers that result in a breach of this undertaking. You will make commercially reasonable efforts to permit only Authorized Users to access the Work through Your library. If You breach any obligation set forth in this Paragraph, MLA may elect to receive from You as MLA’s entire damages $70.
- MLA MAKES THE WORK AND THE WEB SITE AVAILABLE TO YOU “AS IS.” MLA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WORK OR THE FUNCTIONALITY PROVIDED WITH IT ON THE WEB SITE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE WAS DISCLOSED TO MLA), TITLE, COMPLETENESS, TIMELINESS, OR CORRECTNESS. MLA DOES NOT WARRANT THAT THE ACCESS TO THE WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ERRORS WILL BE CORRECTED.
- MLA, its officers, directors, employees, agents, successors, and assigns will not be liable for any claim, liability, loss, damage, cost, or expense (including reasonable attorneys’ fees and expenses) arising out of or relating to this Agreement, including claims arising out of or relating to (i) the deletion or loss of any stored research information; (ii) the unavailability of the Work or the Web site; (iii) Your or any Authorized User’s use or misuse of the Work and the Web site (whether or not You received any assistance from MLA’s employees in using the Web site) or any equipment in connection with the Work or Web site; or (iv) any delay or failure in performance. In no event will MLA, its officers, directors, employees, agents, successors, and assigns be liable in contract, warranty, tort (including negligence) or otherwise to Licensee, any Authorized User, or any other party for any lost profits or any punitive, special, indirect, or consequential damages (whether or not the possibility of such damages has been disclosed).
- General Provisions
- All notices required under this Agreement must be in writing and will be considered given when delivered to a party at its address written below. This Agreement constitutes the complete agreement between the parties and supersedes all other agreements, negotiations, and understandings, whether written or oral, regarding the subject matter of this Agreement. No amendment to this Agreement is valid unless in writing and signed by both parties. Nothing in this Agreement should be construed to constitute a relationship of joint venture, partnership, agency, or third-party beneficiary between MLA and You or any Authorized User. Neither party has the power to obligate or bind the other in any way whatsoever. You may not assign this Agreement, in whole or in part, or any rights or obligations under it without MLA’s prior written consent. Any attempted assignment in violation of this provision is null and void. No waiver of any term or of any breach of this Agreement will be considered a waiver of the same term or any other breach on a subsequent occasion. The terms of Paragraphs 7 and 8 survive termination or expiration of this Agreement. The provisions of the Uniform Computer Information Transactions Act do not apply to this Agreement. The headings in this Agreement are for convenience only and should not be used to construe the meaning of any term. The word “including” means “including, but not limited to.”
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