TERMS AND GENERAL CONDITIONS

I. GRANT OF LICENSE FOR LICENSED MATERIALS

The materials that are the subject of this Agreement shall consist of a digital platform of French ebooks published by various French-speaking publishers and societies, and provided through thematic collections set forth in Appendix A (hereinafter referred to as the "Licensed Materials").

Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement.

II. FEES

Licensee shall make payment to Licensor for use of the Licensed Materials pursuant to the terms set forth in the Appendix attached.

III. AUTHORIZED USE OF LICENSED MATERIALS

Authorized Users: "Authorized Users" are:

Persons Affiliated with Licensee: Full and part time students and employees (including faculty, staff, affiliated researchers and independent contractors) of Licensee and the institution of which it is a part, regardless of the physical location of such persons.

Walk-ins: Patrons not affiliated with Licensee who are physically present on Licensee's premises.

Authorized Uses Licensee and Authorized Users may display, copy/paste, print, use for e-reserves and course packs a reasonable portion of the Licensed Materials for scholarly, research, educational and /or non-commercial purposes.

IV. LICENSOR PERFORMANCE OBLIGATIONS

Availability of Licensed Materials: Within two (2) weeks of the Effective Date of this Agreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users, pending a firm order of the Licensed Materials.

Privacy: Licensor will take all reasonable steps to maintain the security, and privacy of any information it collects in the operation of Licensed Materials that pertains to an Authorized User’s or Licensee’s identity or confidential information.

Support: Licensor will make its personnel available by email, phone or fax for feedback, problem-solving, or general questions.

Quality of Service: Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the scholarly information provision industry in the Licensee's locale.

Notification of Modifications of Licensed Materials: Licensee understands that from time to time the Licensed Materials may be added to, modified, or deleted from by Licensor and/or that portions of the Licensed Materials may migrate to other formats. Licensor shall give prompt notice of any such changes to Licensee.

Withdrawal of Licensed Materials: Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice to the Licensee of such withdrawal no later than thirty (30) days following the removal of any item pursuant to this section. Licensor shall provide Licensee substitution Licensed Materials within thirty (30) days following the written notice.

Usage Data. Licensor shall provide to Licensee statistics regarding the usage of the Licensed Materials by Licensee and/or its Authorized Users in conformance with the Counter standards.

V. LICENSEE PERFORMANCE OBLIGATIONS

Provision of Notice of License Terms to Authorized Users: Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement.

Protection from Unauthorized Use: Licensee shall implement reasonable procedures to restrict access to the Licensed Materials to Authorized Users.

VI. MUTUAL PERFORMANCE OBLIGATIONS

Cure Activities: In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee (in no event less than two (2) weeks) and cooperating with the Licensee to avoid recurrence of any unauthorized use.

Confidentiality of User Data: Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Licensee agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party.

VII. TERM

This Agreement shall continue in effect for one (1) year- commencing on the Effective Date.

This Agreement shall be renewable at the end of the current term for a successive term unless either party gives written notice of its intention not to renew forty-five (45) days before expiration of the current term.

VIII. EARLY TERMINATION

In the event that either party believes that the other materially has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the thirty (30) day period, the non-breaching party shall have the right to terminate the Agreement without further notice.

IX. WARRANTIES

Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party.

X. GOVERNING LAW

This Agreement shall be interpreted and construed according to, and governed by, the laws of France, excluding any such laws that might direct the application of the laws of another jurisdiction. The state courts located in France shall have jurisdiction to hear any dispute under this Agreement.

XI. FORCE MAJEURE

Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

XII. AGREEMENT AND MODIFICATIONS

This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.

No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.

If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.