RBdigital License Agreement

WF Howes RBdigital Library Access

License Agreement

Each Library Account and End User acknowledges and agrees to the terms described herein and in the applicable RBdigital Subscription Form at the subscription level set forth in such Subscription Form and agrees to comply with the terms and conditions set forth in this License Agreement (the “License Agreement” or “Agreement”).

License

WF Howes Ltd. (“WF Howes”) grants to the institution identified in the applicable Subscription Form (each a “Library Account”) a nontransferable and non-exclusive license (the “License”) to use (i) the audiobooks or other publications/content (the “Digital Content”) made available through the various online sites and the Digital Content platforms that host Digital Content for and on behalf of the individual publisher or publishing body or any collection of publishers that have licensed Digital Content to WF Howes for resale to users either as individual titles or as collections (“RBdigital”) and (ii) the RBdigital service made available by WF Howes in accordance with the terms of this License Agreement and in the applicable subscription form (the “Subscription Form”) entered into in connection with the RBdigital service and annual subscription purchased by Library Account to receive the RBdigital service on the terms described herein and in the applicable RBdigital Subscription Form at the subscription level set forth in such Subscription Form. Library Accounts may not reproduce, distribute, display, modify, alter, publish, exploit, transfer or transmit, in any form, or by any means, any Digital Content or any portion of the RBdigital service, other than in accordance with this License Agreement, without the prior written consent of WF Howes. All use by Library Account or any of the Library Account’s current employees, representatives, faculty, students, staff, visiting scholars and patrons that the Library Account has reasonably authorised to directly or remotely access the Library Account’s systems and content (each an “End User”) of any Digital Content selected by Library Account or otherwise accessed by Library Account or End Users, including but not limited to any authorised trial periods, any period for which a fee has been paid, and when updates and access to new Digital Content are provided, is subject to the terms and conditions set forth in this License. Library Account shall be responsible for ensuring that any End Users accessing applicable WF Howes site(s) are notified of, and abide by, the terms of this License.

Ownership of Digital Content and Trademarks

Each Library Account and End User acknowledges that (i) WF Howes has sole and exclusive ownership of all right, title and interest in and to the Digital Content owned by WF Howes (the “Owned Content”), and (ii) WF Howes is a licensee, lessee or otherwise has obtained the right to use the Digital Content for which WF Howes is a licensee, lessee or otherwise has obtained the right to include such Licensed Content in the Digital Content (the “Licensed Content”). Each Library Account and End User further acknowledges and agrees that it has not acquired, and shall not acquire (whether by operation of law, by this License Agreement, by downloading any Digital Content, or otherwise), any right, title, interest or ownership in or to the Owned Content or the Licensed Content or any part thereof.
 
Each Library Account and End User additionally acknowledges that (a) the RBdigital trademark is owned by WF Howes and that all trademarks, logos, and service marks displayed on any RBdigital website are owned by WF Howes or the licensors of the Licensed Content (collectively, the “Trademarks”), (b) all Trademarks are the property of their respective owners and are used with permission, and (c) nothing in this License Agreement or contained on the RBdigital website may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any Trademark.

Disclaimer of Warranty, Limitation of Liability and Indemnity

WF HOWES DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WF HOWES NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR WF HOWES ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE DIGITAL CONTENT AND RBDIGITAL SERVICE AND THEIR USE BY ANY LIBRARY ACCOUNT AND END USER.
 
IN NO EVENT SHALL WF HOWES BE LIABLE TO LIBRARY ACCOUNT OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE RBDIGITAL SERVICE, OR FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER, OR USE OF THE RBDIGITAL SERVICE. IN NO EVENT SHALL WF HOWES LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY WF HOWES FROM LIBRARY ACCOUNT UP TO OCCURRENCE OF THE ACTION GIVING RISE TO SUCH LIABILITY.
 
EACH LIBRARY ACCOUNT AGREES TO INDEMNIFY AND HOLD HARMLESS WF HOWES AND ITS OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS, LICENSORS, AND LICENSEES FROM ANY DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ON ACCOUNT OF ANY CLAIM, SUIT, ACTION, DEMAND, OR PROCEEDING MADE OR BROUGHT AGAINST ANY SUCH PARTY, OR ON ACCOUNT OF THE INVESTIGATION, DEFENSE, OR SETTLEMENT THEREOF, ARISING IN CONNECTION WITH THE USE OF THE RBDIGITAL SERVICE BY THE END USER OF SUCH LIBRARY ACCOUNT.

Data Security

Each Library Account will implement and maintain reasonable measures to ensure that only authorised End Users have access to the RBdigital service and Digital Content. Each Library Account will take reasonable steps to prevent unwarranted intrusion into data managed or maintained by WF Howes on behalf of such Library Account acquired in the course of the operation of the RBdigital service, including but not limited to reasonable steps to protect such Library Account’s password files and access to the administrative website for management of the RBdigital service.

Data Protection

Definitions

1.1 For the purposes of this Data Protection section: (i) the terms “Controller”, “Data Subject”, “Process” (and its derivatives), “Personal Data”, and “Supervisory Authority”, shall each have the meaning given to the corresponding term in the GDPR; (ii) “Data Subject Request” means any request made by a Data Subject to exercise their rights under Chapter III of the GDPR; (iii) “End User Personal Data” means any Personal Data of Library Account’s End Users that is Processed in connection with the Parties’ performance of this License Agreement; (iv) “GDPR” means the EU General Data Protection Regulation 2016/679 and, as applicable in the United Kingdom, the Data Protection Act 2018 (references to “Articles” or “Chapters” of the GDPR shall be construed accordingly); (v) “Personal Data Breach” means any actual or reasonably suspected Personal Data Breach (as defined in Article 4(12) of the GDPR); and (vi) “Privacy Policy” means the privacy policy relating to operation of the RBdigital service, as in effect from time to time and currently available at RBdigital Privacy Policy.

General

1.2 In respect of any Personal Data that is Processed by the Parties under or in connection with this Agreement, as between the Parties, each Party: (i) shall act as a Controller in respect of that Personal Data; and (ii) subject to Section 1.4, may determine the purposes and means of the Processing of such Personal Data.

1.3 Each Party shall: (i) ensure that there is a valid legal basis (for the purposes of Article 6 of the GDPR, and (where applicable) Article 9 and/or Article 10 of the GDPR) for its Processing of End User Personal Data; (ii) take all reasonable steps to maintain the accuracy, integrity and security of End User Personal Data in its possession or control from time-to-time; and (iii) comply with all applicable obligations as a Controller of such End User Personal Data under the GDPR. 

1.4 WF Howes shall only Process and share the End User Personal Data for the purposes of performing its obligations under this License Agreement or as otherwise described in the Privacy Policy from time-to-time.

Data Subject Rights

1.5 Each Party acknowledges and agrees that Data Subjects of the End User Personal Data have the right to make, or cause to be made, Data Subject Requests. Each Party agrees to provide the other with reasonably necessary and available information and assistance to enable that other Party to comply with its obligations under the GDPR with respect to any Data Subject Request that other Party receives concerning End User Personal Data. 

1.6 It is agreed that, as between the Parties, WF Howes shall be primarily responsible for ensuring the Parties’ compliance with the transparency obligations set out in Article 13 and Article 14 (as applicable) of the GDPR with respect to the Processing of End User Personal Data involved in the provision and receipt of the RBDigital service. Library Account acknowledges that any obligation WF Howes may have to Library Account in this regard is fully discharged by the display to End Users of the Privacy Policy.

1.7 Library Account agrees that it shall provide WF Howes with any information WF Howes may request from time-to-time to enable WF Howes to endeavour to ensure the Parties’ compliance with the transparency obligations set out in Article 13 and Article 14 (as applicable) of the GDPR with respect to the Processing of End User Personal Data involved in the provision and receipt of the RBDigital service.

Personal Data Breach

1.8 Each Party: (i) shall notify the other Party without undue delay of any Personal Data Breach affecting End User Personal Data in that Party’s possession or control; and (ii) agrees to give the other reasonable assistance in the other’s handling of any Personal Data Breach affecting End User Personal Data (including reporting to Supervisory Authorities and/or Data Subjects where required).

Technical Support Services

WF Howes agrees to provide technical support services by email and phone to each Library Account, including but not limited to reasonable efforts to (a) assist such Library Account in providing Primary Support, (b) correct, fix, or circumvent errors, and (c) in the sole discretion of WF Howes, provide updates, enhancements, and new versions of the RBdigital service (“Secondary Support”). WF Howes shall provide such Secondary Support by email and phone during its normal business hours of Monday to Thursday, 8:30am to 5.00pm, Friday 8:30am to 3:45pm GMT. Each Library Account and End User acknowledges that errors in the RBdigital service shall not be a breach of this License Agreement. 

Confidentiality

Each Library Account agrees that, without the prior consent of WF Howes such Library Account will not disclose, divulge, reveal, report, or use, for any purpose, any confidential information with respect to the business of WF Howes that such Library Account has obtained. Such confidential information shall include, but is not limited to, RBdigital service or Digital Content pricing, service terms, technical specifications and service level agreements. This obligation will survive indefinitely upon termination of this License Agreement.

Privacy Policy and Terms of Use

WF Howes respects the privacy of visitors to its sites. The RBdigital privacy policy of WF Howes governing its operation of the RBdigital service, as in effect from time to time and available at RBdigital Privacy Policy expressly incorporated herein by reference and made a part of this License Agreement.

The terms and conditions set forth by WF Howes governing the use of and access to the RBDIGITAL service and the Digital Content, as in effect from time to time and available at RBdigital Terms of Use are expressly incorporated herein by reference and made a part of this License Agreement.

Term and Termination

The term for each Library Account’s access to the RBdigital service shall be for a period of twelve (12) months, unless otherwise agreed by WF Howes and such Library Account. Such Library Account obtains certain rights and access to use the Digital Content and RBdigital service for the term of its agreement with WF Howes. The License granted to such Library Account shall be terminated at the end of such term, unless renewed or extended by the mutual agreement of WF Howes and such Library Account, along with such Library Account’s access to the RBdigital service and any and all Digital Content, and such Library Account and/or its End Users shall make no further use of all or any part of the Digital Content and the RBdigital service.

In the event of a breach of any of its obligations, including but not limited to non-payment or late payment for services, each Library Account shall have thirty (30) days from the receipt of written notice of such breach from WF Howes to cure such breach. If the Library Account fails to remedy such breach within such 30-day period, WF Howes, at its option and in its sole discretion, terminate its agreement with such Library Account upon written notice to such Library Account and/or temporarily or permanently suspend such Library Account’s access to the RBdigital service.

General Provisions

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License Agreement. To the extent permitted by law, each of WF Howes, the Library Accounts and the End Users hereby waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this License Agreement. In the event that an action or claim arises outside of the exclusive jurisdiction specified herein which names WF Howes as a party, Library Account agrees to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named herein, or otherwise take any and all reasonable actions to achieve WF Howes’ objectives of this provision.

In the event that a court of competent jurisdiction determines that any portion of this License Agreement is unenforceable, void, invalid or inoperative, the remaining provisions of this License Agreement shall not be affected and shall continue in effect as though such invalid provisions were deleted.

Neither WF Howes nor the licensors of the Licensed Content will be liable or deemed to be in default of this License Agreement 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 facility shortages, failures of equipment, or failures of the Internet.

WF Howes should be notified of any claims of copyright infringement regarding materials available or accessible on, through, or in connection with the RBdigital service or the associated websites.

This License Agreement constitutes the entire Agreement and understanding of the parties. This Agreement may be amended or modified by WF Howes from time to time only upon notice to the Library Account and End Users on the RBdigital website.

This License Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors. In the event WF Howes enters into an agreement to sell substantially all the assets of WF Howes, this License Agreement shall be binding upon the purchaser.

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