| I. LICENSE |
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A. DDOTS hereby grants to the Licensee a nontransferable and non-exclusive right to use the databases made available
by DDOTS (the "Databases") according to the terms and conditions of this Agreement. The Databases made available to
Authorized User are the subject of copyright protection, and the original copyright owner (DDOTS or its licensors)
retains the ownership of the Database(s) and all portions thereof. DDOTS does not transfer any ownership, and the
Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means,
any Database or any portion thereof without the prior written consent of DDOTS, except as specifically authorized in
this Agreement.
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B. The Licensee is authorized to provide on-site access through the Sites to the Databases to any Authorized User.
The Licensee may not post passwords to the Databases on any publicly indexed websites. The Licensee and Sites are
authorized to provide remote access to the Databases only to their patrons as long as security procedures are
undertaken that will prevent remote access by institutions, employees at non-subscribing institutions or individuals,
that are not parties to this Agreement who are not expressly and specifically granted access by DDOTS.
Remote access to the Databases is permitted to patrons of subscribing institutions accessing from remote
locations for personal, non-commercial use. However, remote access to the Databases from non-subscribing
institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance
for a non-subscribing institution. Remote access for personal use from these institutions is permissible.
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C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as any contractual restrictions,
copyright restrictions, or other restrictions provided by publishers and specified in the Databases.
Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations,
abstracts, full text or portions thereof provided the information is used solely in accordance with copyright law.
Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Database
as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter
the Databases or any of the content therein in any manner nor use same for sale or distribution.
Licensee and Authorized Users may create printouts of materials retrieved through the Databases via on-line printing,
off-line printing, facsimile or electronic mail. All reproduction and distribution of such printouts,
and all downloading and electronic storage of materials retrieved through the Products shall be for internal or personal use.
Downloading all or parts of the Databases in a systematic or regular manner so as to create a collection of materials
comprising all or part of the Databases is strictly prohibited whether or not such collection is in electronic or print form.
Notwithstanding the above restrictions, this paragraph shall not restrict the use of the materials under the doctrine of
"fair use" as defined under the laws of the United States. Publishers may impose their own conditions of
use applicable only to their content. Such conditions of use shall be displayed on the computer screen displays
associated with such content. The Licensee shall take all reasonable precautions to limit the usage of the Databases(s)
to those specifically authorized by this Agreement.
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D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by DDOTS and Licensee
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E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify DDOTS against any actions by
Licensee that are not consistent with the Copyright Act of 1976.
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F. The computer software utilized via DDOTS's service(s) is protected by copyright law and international treaties.
Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed.
User shall not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the
source code of the software, or create derivative works from the software.
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G. The Database(s) are not intended to replace Licensee's existing subscriptions to content available in the Database(s).
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| II. LIMITED WARRANTY AND LIMITATION OF LIABILITY |
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A. DDOTS disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability,
noninfringement, or fitness for a particular purpose. DDOTS neither assumes nor authorizes any other person to assume
for DDOTS any other liability in connection with the licensing of the Database(s) under this Agreement
and/or its use thereof by the Licensee and Sites or Authorized Users.
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B. THE MAXIMUM LIABILITY OF DDOTS AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED
TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT
OF FEES RECEIVED BY DDOTS FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED.
IN NO EVENT SHALL DDOTS OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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| III. PRICE AND PAYMENT |
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A. As of this date, March 1, 2009, there are no fees nor payments required for use by DDOTS, Inc.
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B. Taxes, if any, are not included in the agreed upon price and may be invoiced separately.
Any taxes applicable to the Database(s) under this Agreement, whether or not such taxes are invoiced by DDOTS,
will be the exclusive responsibility of the Licensee and/or Sites.
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| IV. TERMINATION |
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A. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy
the breach within thirty (30) days upon receipt of written notice from DDOTS. Within the period of such notice
Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute
any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy
such a breach within the period of thirty (30) days, DDOTS may (at its option) terminate this Agreement upon
written notice to the Licensee.
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B. If DDOTS becomes aware of a material breach of Licensee's obligations under this Agreement or a breach
by Licensee or Authorized Users of the rights of DDOTS or its licensors or an infringement on the rights of DDOTS
or its licensors, then DDOTS will notify the Licensee immediately in writing and shall have the right to temporarily
suspend the Licensee's access to the Product(s). Licensee shall be given the opportunity to remedy the breach
or infringement within thirty (30) days following receipt of written notice from DDOTS. Once the breach or
infringement has been remedied or the offending activity halted, DDOTS shall reinstate access to the Databases.
If the Licensee does not satisfactorily remedy the offending activity within thirty (30) days,
DDOTS may terminate this Agreement upon written notice to the Licensee.
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C. The provisions set forth in Sections I, II and V of this Agreement shall survive the term of this Agreement
and shall continue in force into perpetuity.
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| V. NOTICES OF CLAIMED COPYRIGHT INFRINGEMENT |
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DDOTS has appointed an agent to receive notifications of claims of copyright infringement regarding materials
available or accessible on, through, or in connection with our services. Any person authorized to act for a
copyright owner may notify us of such claims by contacting the following agent: Stephen Burke, DDOTS, Inc.,
4571 Ellsworth Road, Ypsilanti, MI 48197, phone: 734.434.7734, fax: 734.434.7734*51, email: Stephen.Burke@ddots.com.
In contacting this agent, the contacting person must provide all relevant information, including the elements
of notification set forth in 17 U.S.C. 512.
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| VI. GENERAL |
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A. Neither DDOTS nor its licensors will be liable or deemed to be in default for any delays or failure
in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control,
including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire,
flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment,
or failures of the Internet.
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B. This Agreement and the license granted herein may not be assigned by the Licensee to any third party without
written consent of DDOTS.
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C. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative
agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force
and effect so long as a valid Agreement is in effect.
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D. If the Licensee and/or Sites use purchase orders in conjunction with this Agreement,
then the Licensee and/or Sites agree that the following statement is hereby automatically made part of such
purchase orders: "The terms and conditions set forth in the DDOTS Inc.,
DDOTShost LICENSE Agreement are made part of this purchase order and are in lieu of all terms and conditions,
express or implied, in this purchase order, including any renewals hereof."
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E. This Agreement represents the entire agreement and understanding of the parties with respect to the
subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral.
There are no representations, warranties, promises, covenants or undertakings, except as described here.
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