Last update: September 30, 2014
User Consent to the TOS.
- Licensee may be either a business ("Business"), government agency ("Agency"), school and related facilities ("School"), college or university ("University") or public library ("Library"). If applicable, Licensee, as agent, signs this Agreement on behalf of the Businesses, Agencies, Schools, Universities, and Libraries described on the attached Exhibit A (collectively referred to herein as the "Consortium Members"). The Consortium Members are entitled to the rights, responsibilities, and privileges as set forth for Licensee under this Agreement. Licensee agrees and represents that it has the agreement of all Consortium Members to enter into this Agreement and each Consortium Member accepts and agrees to the terms and conditions of this Agreement, as if it had itself executed the same. From time-to-time during the term of this Agreement and subject to Citelighter's prior written approval, Licensee shall have the right to increase the number of Consortium Members upon providing prior written notice thereof and payment of an additional License Fee (as defined herein) to Citelighter.
Grant of License.
- Citelighter hereby grants Licensee a limited, non-exclusive, non-transferable license to access and use the Citelighter software platform, including all data, software and other material contained therein (the "Citelighter Platform"), as updated and upgraded from time to time at Citelighter's sole discretion, which is made available to Licensee via the global electronic system known as the internet (the "Internet") and to permit Licensee's Authorized Users (as defined herein) to access and use the Citelighter Platform for the sole purpose of utilizing the information, software, and programs contained in and on the Citelighter Platform. In the case of Schools and Universities, such use of the Citelighter Platform is limited to use in the educational mission of such Schools and Universities, and neither Licensee nor its Authorized Users shall use the Citelighter Platform for any other purposes, commercial or otherwise. Licensee will provide Citelighter with the information necessary to permit access to the Citelighter Platform by such Authorized Users, and Licensee agrees that it will permit access to the Citelighter Platform only to such Authorized Users. "Authorized Users" are the following: (i) employees, agents, or representatives in the case of Businesses and Agencies; (ii) students of Licensee, its faculty members, administrators, and employed staff in the case of the Schools and Universities; and (iii) patrons, employees, agents, or representatives in the case of the Libraries.
- In connection with the rights to access the Citelighter Platform licensed to Licensee hereunder, Licensee agrees not to do, or allow its Authorized Users to do any of the following: (i) adapt, modify, translate, or make a derivative work of the Citelighter Platform or any part thereof; (ii) copy or permit automated downloading of the whole or any part of the Citelighter Platform or documentation related thereto, provided, however, that Licensee and its Authorized Users my download the Citelighter Browser Extension for purposes of using the Citelighter Platform, and except such limited copying as may be permitted under applicable US copyright law; (iii) reproduce, transfer, publish, distribute, commercially use or display, broadcast, telecommunicate, sell, sublicense, or provide a third party access to all or any part of the Citelighter Platform; (iv) use all or any part of the Citelighter Platform for product development purposes; (v) use or allow access to the Citelighter Platform by other than Authorized Users via a network system or otherwise; or (vi) use all or any part of the Citelighter Platform to develop semantic or neural network software .
- In the case of the Schools and Universities, the parties acknowledge that incidental public use of the Citelighter Platform may occur. Such incidental public access shall not be considered a breach of this Agreement by Licensee, provided Licensee does not market or otherwise promote access to the public or otherwise gain financially therefrom. Licensee shall use reasonable security measures to prevent misuse by the public accessing the Citelighter Platform in this manner.
- Licensee shall be solely responsible for arranging appropriate connection to the Internet and all costs associated therewith, and for providing the necessary computer and other electronic equipment to display and use the Citelighter Platform.
- Citelighter makes no representations concerning availability and is not responsible for Licensee's ability to access the Internet during the term of this Agreement.
- By executing this Agreement, Licensee agrees to comply with guidelines relating to security measures designed to prevent unauthorized access to and use of the Citelighter Platform as may be prescribed from time to time by Citelighter.
- Licensee agrees (i) to maintain the confidentiality and security of personal information of individuals in accordance with the requirements of this Agreement and applicable privacy laws, including but not limited to, the Children’s Online Privacy Protection Act ("COPPA"), 15 U.S.C. § 6501 et seq., and to the extent applicable, the Family Educational Rights and Privacy Act (“FERPA”), 20 U.S.C. § 1232(g) et seq.; and (ii) to comply with any parental/guardian notice requirements under applicable privacy laws, including COPPA. To the extent parental/guardian notice is required by an applicable privacy law, Licensee further agrees that compliance with such notice requirements will be in place prior to or no later than the date access is enabled to the Citelighter Platform.
Term of Agreement.
- The term of this Agreement shall begin on the earlier of either (i) the date of Citelighter's completion of providing access to Licensee's Authorized Users or training of Authorized Users on the Citelighter Platform, or (ii) thirty (30) days after Citelighter has notified Licensee in writing that Citelighter is ready to schedule implementation of the License and provide Citelighter Platform access to Licensee's Authorized Users (the "Initial Term") and thereafter shall continue for successive periods equal to the term set forth on the first page hereof ("Additonal Term(s)") until either party shall elect to terminate this Agreement by providing written notice to the other at least sixty (60) days prior to the expiration of either the Initial Term or any Additional Term. In the event that access to the Citelighter Platform is enabled prior to the commencement date of the Initial Term, this Agreement shall be effective as of the date such access is enabled.
- Citelighter may terminate this Agreement upon written notice if Licensee fails to comply with any material term or condition of this Agreement and does not cure such noncompliance within ten (10) days of receiving written notice of the breach. Citelighter reserves the right during the period of such noncompliance to interrupt access to the Citelighter Platform from such portion of Licensee's network as Citelighter's technology requires, to minimize the damage caused to Citelighter. Citelighter also reserves the right to terminate this Agreement at any time and for any or no reason by providing Licensee written notice thereof, such termination to take effect as of the date of Citelighter's notice. In the event Citelighter terminates this Agreement, other than: (i) as a result of Licensee's breach hereof; or (ii) in accordance with the terms of subparagraph 3(a) herein, Citelighter shall refund to Licensee a prorate portion of the License Fees paid to Citelighter for the unexpired portion of the then current term, provided Licensee complies with the terms of subparagraph 3(c) herein.
- Upon expiration or termination of this Agreement, all rights and licenses granted to Licensee and its Authorized Users hereunder shall terminate effective immediately, and Licensee shall cease using the Citelighter Platform, and shall require all Authorized Users using the Citelighter Platform to cease such use. If requested by Citelighter, Licensee shall provide written confirmation of its compliance with the obligations set forth in this subparagraph 3(c).
License Fees and Taxes.
- The license fees due Citelighter from Licensee for the license granted herein for the Initial Term and the applicable payment terms are set forth in paragraph 1 of the first page hereof (the "License Fee"). The License Fees due Citelighter from Licensee for each Additional Term shall be calculated at the then current License Fees and upon the then current payment terms offered by Citelighter to similarly situated licensees. All License Fees shall be paid in US dollars and are exclusive of any and all taxes (including Value Added Taxes), fees, customs duties, tariffs and other charges, if any. Licensee is responsible for paying such amounts or shall reimburse Citelighter if Citelighter is required to, or does pay the same.
Intellectual Property Rights.
- Licensee acknowledges Citelighter owns all right, title and interest in and to the Citelighter Platform. Except as otherwise expressly provided herein, Licensee shall not be deemed by anything contained in and/or done pursuant to this Agreement to acquire any right, title, and interest in or to the Citelighter Platform, its related documentation or the intellectual property rights relating thereto.
- Various components of the Citelighter Platform are patented (pending), trademarked and/or copyrighted, as applicable. Unauthorized use of the Citelighter Platform by Licensee or its Authorized Users for any reason (except as authorized by the terms hereof), including, but not limited to, instances where the Citelighter Platform has been modified, merged or included with other software, is expressly prohibited. Unauthorized use may activate Citelighter security measures and result in the loss of access privileges.
Licensee Security Measures.
- Licensee shall take such steps as are necessary to protect the Citelighter Platform from unauthorized use, disclosure, or third party access. Such steps shall be at least of the same quality and sophistication as Licensee uses to protect electronic storage and transmissions of its own intellectual property from unauthorized use, and shall include, but not be limited to, disclosing Citelighter Platform access codes only to Authorized Users. At Citelighter's request, Licensee will disclose to Citelighter such security measures as are then being used by Licensee to prevent access by other than Authorized Users.
Warranty Disclaimer; Limitation of Liability.
LICENSEE EXPRESSLY AGREES THAT USE OF THE CITELIGHTER PLATFORM IS AT LICENSEE'S SOLE RISK. NEITHER CITELIGHTER, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE CITELIGHTER PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME, UNINTERRUPTED, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MY BE OBTAINED FROM USE OF THE CITELIGHTER PLATFORM, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THE CITELIGHTER PLATFORM.
THE CITELIGHTER PLATFORM IS PROVIDED ON AN AS IS BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW.
IN NO EVENT SHALL CITELIGHTER BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR LOSS OF BUSINESS OR PROFITS, OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE CITELIGHTER PLATFORM, EVEN IF CITELIGHTER WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY LICENSEE OR ANY OTHER PERSON. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
In the event any claim relating to the performance or nonperformance by Citelighter pursuant to this Agreement, or in any other way concerning the Citelighter Platform, is made by Licensee, the actual damages to which Licensee may be entitled shall be limited to the lesser of the fees paid by Licensee for the Citelighter Platform or Five Thousand US Dollars (US $5,000.00).
- This Agreement is entire and complete, and no representations, warranties, agreements, or covenants, express or implied, of any kind or character whatsoever have been made by either party hereto to the other, except as in this Agreement expressly set forth. This Agreement shall not be modified or changed by any promise or statement by whomsoever made unless the same shall be in writing and signed by an authorized officer of the party to be bound thereby.
- Licensee shall not assign any of its rights or delegate any of its obligations under this Agreement to any other party with the express written consent of Citelighter.
Governing Law and Venue.
- This Agreement is subject to and shall be construed in accordance with the laws of the state of Maryland, without giving effect to the principles of the conflicts of laws thereof. Any acts to enforce the terms of this Agreement against Citelighter shall be brought only in the state or federal courts located in the state of Maryland.
- If any provision of this Agreement shall be held to be overly broad in scope or duration by a court of competent jurisdiction, such provision shall be deemed modified to the broadest extent permitted under applicable law. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby. In the event either of the foregoing occurs, Citelighter shall have the right to either: (a) terminate this Agreement immediately and without notice, provided Citelighter refunds to Licensee a prorated portion of the Licensee Fee previously paid for the then current term, or (b) continue this Agreement modified or restricted only to the extent necessary to comply with such court's order.
Waiver and Amendment.
- No waiver, amendment, or modification of any provision of this Agreement shall be effective unless it is in writing and is signed by both parties. Except as specifically provided herein, failure or delay by either party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of any such right, power, or remedy.
- All notices provided in accordance with this Agreement shall be in writing and shall be sent to each party at their respective addresses set forth on the first page of this Agreement. Such notices shall be sent by certified mail, return receipt requested, and shall be considered given three (3) days after the date mailed.
- The headings of the various paragraphs in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to effect the meaning or interpretation of this Agreement.
Survival of Provisions.
- The rights and obligations of paragraphs 3, 4, 5, 7, and 10 shall survive the expiration or termination of this Agreement.