Footnote Journal Database License Agreement
Licensor: Footnote Journal LLC
Licensee: Purchaser
1. License. You (Licensee) are granted a restricted license to access and use the Database on the following terms: (a) usage will be limited to the Permitted Users; (b) your rights are personal, non-transferable, non-sublicensable, non-exclusive. The term "Database" shall mean the information collected and compiled by Footnote Journal LLC, as accessed via electronic files provided to Licensee by Licensor (the "Data Files").
2. Ownership. Licensor is the sole owner of the content, layout, functions, appearance, trademarks and other intellectual property comprising the Database and the interface that is made available to you. The Database contains information that is created and maintained by Licensor at great effort and expense, and the database structure created and maintained by the Licensor, under which the information is stored and retrieved, is unique and highly valuable. You do not and will not acquire any ownership in the Database or any part thereof, including information voluntarily provided by you to Licensor that is incorporated into the Database. Information from the Database that you print, save, or incorporate into other materials is licensed to you (not owned). To the fullest extent recognized by current and future law, the parties agree that the content, functions, design, and layout of the Database will be a protectable asset of Licensor.
3. Limitation on Use. You may use information from the Database solely to facilitate your business operations. Other than downloads expressly enable by our website, you are expressly prohibited from duplicating any significant portion of the Database digitally or in print for your own use or use by others. For example, you cannot create a "local" copy of any portion of the Database even if you are licensed to access it at the Data Files. You agree that you will not duplicate, download, publish, publicly display, modify, or otherwise distribute the information retrieved from the Data Files for any purpose other than as expressly permitted by this Agreement. In no event may you offer to others any information retrieved from the Data Files for commercial purposes, or as part of a subscription service or similar arrangement. You agree that you will not use the information retrieved from the Data Files to develop or create a database of information to be sold, licensed or made otherwise commercially available. You further agree that you will not use any device, software, or routine to bypass any hardware or software that prohibits volume requests for information, you will not interfere with or attempt to interfere with the proper working of the Data Files.
4. Disclaimer. We will endeavor to keep the Database updated and accurate; however, the Database is comprised of voluminous information that often changes. Accordingly: (i) WE CANNOT AND DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE DATABASE, (ii) YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ADVERSE CONSEQUENCES ARISING AS A RESULT OF THE INACCURACY OR INCOMPLETENESS IN THE DATABASE. THE DATABASE IS PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THE PRODUCT WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE.
5. Limitation of Liability. If you believe that we have breached any provision of this Agreement, and we cannot resolve your concerns within 21 days of our receipt of written notice, YOUR SOLE AND EXCLUSIVE REMEDY IS TERMINATION OF THIS LICENSE BY WRITTEN NOTICE TO LICENSOR, AND REFUND OF A PRO-RATED PORTION OF THE FEES YOU HAVE PAID. NOT IN LIMITATION OF THE FOREGOING, YOU AGREE THAT LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
6. Payment. Footnote Journal license fees are due and payable in the amount of $2,900 for a one-year, standalone database or $5,000 for a two-year subscription to the database. Payment must be received before the Data Files are released to the Licensee. Payment may be made via check or credit card to Footnote Journal LLC or any such method acceptable to the Licensor. Failure to pay fees when due may result in revocation of this License, but does not release Licensee from any obligation hereunder. Licensee is responsible for all collection fees incurred by the Licensor in collecting delinquent accounts, including attorney's fees, chargebacks, and NSF fees. Payments and trial fees are non-refundable.
7. Term and Termination. The term of your License is for one year and can only be canceled under the specific terms and conditions contained herein. Upon expiration or termination, you agree that your access to the Database will be automatically terminated, and you agree to return, destroy or delete any Database materials that are not an integral part of your work product.
8. Governing Law. This agreement is governed by the law os the State of Connecticut as an agreement entered into and performed in Connecticut. You agree that any action to enforce this Agreement may be brought in the state or federal courts in Fairfield County, Connecticut and those courts will have jurisdiction to hear such disputes, and you waive the right to claim that jurisdiction is inconvenient. You shall not bring any action or proceeding based on this Agreement or use of the Database more than one (1) year after the cause of action accrues. The prevailing party in any such action shall have its legal fees and associated expenses paid by the non-prevailing party.
9. Indemnification. You agree to indemnify, defend, and hold Licensor, its officers, directors, employees, and contractors harmless from and against any and all claims, liabilities, demands, causes of action, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs of suit, arising out of or in connection with your use of the data.
10. Additional Agreement. Licensee agrees to abide and accept all policies and terms of use posted on Licensor's website, including, without limitations, Licensor's (i) Privacy Policy (ii) Terms of Use and (iii) any Supplemental License Agreement. Such policies and terms may change from time to time and Licensor will post notices of any such changes. Licensee is advised to read all such posted materials. You agree that failure to comply with such policies and terms shall be a breach of this agreement, and may result in the immediate termination of Licensee's rights to access the Database.
11. Miscellaneous. This Agreement constitutes the entire agreement between you and the Licensor and supercedes any term or representation in all other documents, except as specified herein. This agreement may only be amended in a writing designated as such and signed by both parties. If any provision of this agreement is held unenforceable or invalid, the remaining provisions shall nevertheless be binding upon the respective parties hereto with the same effect as though the invalid or unenforceable provision was deleted. No delay by the Licensor in the enforcement of, or failure to enforce, any provision or right hereunder shall operate as a waiver of such right. You may not assign this agreement or delegate any right hereunder without the prior written consent of the Licensor.
12. Notices. Licensor may give notice to Registered Users by means of a general notice on the Service, electronic mail to Registered User's e-mail address on record with Licensor, or by written communication sent by first class mail to a Registered User's address on record with Licensor. You may give notice to Licensor and such notice shall be deemed given when received by Licensor at any time by any of the following: letter delivered by Registered Mail postage prepaid mail or Courier to Licensor at the following address: Footnote Journal LLC, Post Office Box 613, Shelton, CT 06484 or other such address as may be provided by the Company from time to time.
YOU INDICATE YOU HAVE FULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT BY CLICKING ON AN ORDER BUTTON OR ORDER FORM LINK ON THE PURCHASE PAGE OF WWW.FOOTNOTEJOURNAL.COM.
Tom Kilfoyle, Editor
Footnote Journal
Post Office Box 613
Shelton, CT 06484