AnnieGirl® Press E-License Agreement

AnnieGirl® Press and its parent and affiliated companies (collectively, “AnnieGirl”, “we”, “us”, or “our”) provides e-book digital content (“Digital Content”) through websites (individually, “Website,” and collectively, “Websites”) on which this AnnieGirl® Press E-License Agreement (“Agreement”) is posted. Use of such Digital Content is subject to this Agreement. The Agreement governs AnnieGirl’s license of e-books to libraries, as set forth in the Library License in Section 2, schools and other organizations, as set forth in the Multi-Use License in Section 3, and single users, as set forth in the single user license in Section 4. By accessing and/or using the Digital Content, the purchaser (“Purchaser,” “you” “your”) agree to be legally bound by this Agreement, the Terms of Use and Privacy Policy, which are expressly incorporated in this Agreement by reference and made part of this Agreement. The terms and conditions in this Agreement will, in the event of a conflict, prevail over the Terms of Use.

  1. Definitions

1.1           “Authorized User” means all users that Purchaser authorizes to access, download, or otherwise use, the Digital Content in accordance with the terms of this Agreement. Except otherwise stated in this Agreement, the aggregate number of Authorized Users that Purchaser may permit to access the Digital Content provided by AnnieGirl will be limited to the number of user licenses purchased, as set forth on the Website shopping cart. Purchaser may increase the number of Authorized Users by purchasing additional user licenses on the Website. For purposes of the Library License only, “Authorized Users” will mean the number of Authorized Users that Purchaser may permit to access the Digital Content at any one time, as determined by the number of user licenses purchased through the Website shopping cart. For example, if a library Purchaser purchases a user license for 11-20 users, Purchaser may permit an unlimited number of Authorized Users to access to view the Master Copy, provided that no more than 20 Authorized Users to view such Master Copy at one time.

1.2           “License Fee” means the license fee designated on the Website for the number of user licenses purchased.

1.3           “Master Copy” means the copy of the Digital Content provided to Purchaser by AnnieGirl.

1.4           “Purchaser” means the person or entity accepting this Agreement and who is responsible for payment of the License Fee. Purchaser will not include any subsidiary, parent or affiliated company of Purchaser, nor any third party unaffiliated with Purchaser.

1.5           “Read-only” format means a file format that prevents printing or other reproduction of the file by Authorized Users.

1.6           “User License” means the license necessary for any single user to access and use the Digital Content. For library and multi-user licenses, the Purchaser’s use will not count toward the number of user licenses purchased by such Purchaser.

1.7           “User Terms” will mean the user terms and conditions set forth in Exhibit A to which all of Purchaser’s Authorized Users must agree.

  1. Library License

2.1           AnnieGirl grants Purchaser the limited, revocable, non-exclusive, non-transferrable, non-commercial license to:

(A) access the Digital Content on the Website or as otherwise made available to Purchaser by AnnieGirl;

(B) download one (1) Master Copy of the Digital Content;

(C) display, in “read-only” format (without allowing download), such Master Copy only to Purchaser’s Authorized Users:

(i) on library-issued or shared devices or computers that employ exclusive and individual user accounts with Authorized Users and an application that restores the computer to its original configuration after use by an individuals; or

(ii) Authorized Users’ personal devices provided that such Authorized Users access the Master Copy only by logging into an exclusive and individual user account with Purchaser.

(D) make the Master Copy available to Purchaser’s employees, agents and subcontractors solely for the purpose of acting on Purchaser’s behalf to make the Master Copy available to Purchaser’s Authorized Users pursuant to this Agreement; and

(E) print copies of the Master Copy corresponding to the number of user licenses purchased to provide to library patrons on-site as reference materials only. Purchaser will not allow patrons to reproduce such copies or remove such copies from the physical library location and will track such use by collecting the patron’s library account information.

2.2           Purchaser agrees to post the User Terms, or terms substantially similar to the User Terms, clearly and conspicuously, on any website or portal through which it displays the Digital Content.

  1. Multi-User License

3.1           AnnieGirl grants Purchaser the limited, revocable, non-exclusive, non-transferrable, non-commercial license to:

(A) access the Digital Content on the Website or as otherwise made available to Purchaser by AnnieGirl;

(B) download one (1) Master Copy of the Digital Content;

(C) make the Master Copy available only to Purchaser’s Authorized Users (via read-only display or download) provided that such Authorized Users access the Master Copy only by logging into an exclusive and individual user account with Purchaser; and

(D) Make the Master Copy available to Purchaser’s employees, agents and subcontractors solely for the purpose of acting on Purchaser’s behalf to make the Master Copy available to Purchaser’s Authorized Users pursuant to this Agreement.

3.2           Purchaser agrees to post the User Terms, or terms substantially similar to the User Terms, clearly and conspicuously, on any website or portal through which it displays the Digital Content.

  1. Single-User License (for purchases of 1-10 user licenses, each a single-user license).

4.1           AnnieGirl grants Purchaser the limited, revocable, non-exclusive, non-transferrable, non-commercial license to:

(A) access the Digital Content on the Website or as otherwise made available to Purchaser by AnnieGirl; and

(B) download one (1) Master Copy of the Digital Content for each single-user license purchased through the Website shopping cart.

By accessing and downloading the Digital Content, you agree that you will access, download and/or display (as applicable) the Digital Content only on one computer per single user license for your personal, non-commercial use. You may not copy, share, redistribute, repackage, transmit, assign, sell, broadcast, publicly display, rent, share, lend, modify, extract, reveal, adapt, edit, sub-license, make derivative works of, transfer or otherwise use the Digital Content without the prior written consent of AnnieGirl® Press. All right, title and interest in the Digital Content is reserved to AnnieGirl® Press.

  1. User Accounts.

5.1          You are responsible for tracking all activity under your user license, including any activity of your Authorized Users, employees, subcontractors and agents and you agree to:

(A) maintain the security of all Digital Content licensed to you;

(B) take all reasonable steps to prevent unauthorized use, access, copying or disclosure of the Digital Content;

(C) notify AnnieGirl immediately of any unauthorized use or other breach of security; and

(D) accept all responsibility for activity that occurs under your user license.

5.2           Purchaser will respect any Digital Rights Management (DRM) settings on the Digital Content as designated by AnnieGirl that may restrict burning, copying, sharing and/or printing of the materials. In the event AnnieGirl learns of attempts to circumvent such DRM protections either by Purchaser or end users, AnnieGirl may, in its sole discretion, temporarily suspend and/or permanently terminate Purchaser’s access to the Digital Content.

5.3           AnnieGirl reserves the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If AnnieGirl determines that you are in breach of this or any other term of this Agreement, it may suspend access to your account and seek further legal remedies.

  1. Third Party Content

AnnieGirl is a distributor of Digital Content that may contain content supplied by third parties, or website links to, third party websites, including publishers and others. Accordingly, any opinions, advice, statements, offers, services, or other information or content expressed by third parties are those of the respective author(s) and not AnnieGirl. AnnieGirl neither endorses nor is responsible for the accuracy or reliability of information in the Digital Content made by anyone other than authorized AnnieGirl employee spokespersons acting in their official capacities.

  1. Technical Support Services

7.1           Purchaser is responsible for providing all necessary technical support to its Authorized Users in connection with its delivery of the Digital Content.

7.2           Purchaser recognizes that content errors are inevitable and AnnieGirl's sole obligation with regard to the Digital Content will be to make commercially reasonable efforts to correct any errors that AnnieGirl, in its sole discretion, determines are in error, and to ensure proper delivery of the Master Copy of the Digital Content, provided that AnnieGirl is not responsible for any failure of delivery due to Purchaser’s computer hardware or software, internet connection, network connectivity or any other failure outside of AnnieGirl’s control.

  1. Copyrights, Trademarks, Credits and Disclaimers

8.1           The laws of copyright protect the Digital Content that is made available through the Websites. Copyrights in the Digital Content are held by AnnieGirl and its affiliates.

8.2           The trademarks, logos, service marks and trade dress displayed on the Websites and Digital Content are owned by AnnieGirl and its affiliates (collectively, "Trademarks"). All Trademarks not owned by AnnieGirl are the property of their respective owners, and are used with permission. Nothing contained on the Websites, nor in this Agreement, may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any Trademarks, except as they may appear on the Digital Content.

8.3           Purchaser will not remove any author credits or falsely represent that Purchaser or any one else is the original creator of the Digital Content. Purchaser will not remove any copyright or trademark notices or any disclaimers from the Digital Content without AnnieGirl’s prior written permission.

8.4           Purchaser will reasonably cooperate with AnnieGirl to protect AnnieGirl’s intellectual property interests in the Digital Content.

  1. Disclaimer of Warranty, Limitation of Liability and Indemnity

9.1           ANNIEGIRL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE IN THE WEBSITES AND DIGITAL CONTENT. ANNIEGIRL NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR ANNIEGIRL ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF THE DIGITAL CONTENT AND ITS USE BY PURCHASERS OR END USERS. WITHOUT LIMITING ANY OF THE FOREGOING, ANNIEGIRL MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITES OR DIGITAL CONTENT OR ANY DATA OR INFORMATION OBTAINED THROUGH OR BY USE OF THE DIGITAL CONTENT OR WEBSITES WILL BE ACCURATE, COMPLETE, RELIABLE, TIMELY, SECURE, SUITABLE FOR PURCHASER’S PURPOSES OR FREE FROM ERROR, DEFECT, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING INADVERTENT LOSS OF DATA OR DAMAGE TO DIGITAL CONTENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL ANNIEGIRL BE RESPONSIBLE OR LIABLE TO PURCHASER OR TO ANY THIRD PARTY FOR PURCHASER’S USE OF OR RELIANCE ON ANY RESULTS OBTAINED FROM OR PROVIDED BY THE WEBSITES OR DIGITAL CONTENT, AND THAT PURCHASER BEARS THE SOLE RESPONSIBILITY AND RISK FOR ANY SUCH USE OR RELIANCE (INCLUDING WITHOUT LIMITATION ANY DECISION(S) PURCHASER MAY MAKE OR REFRAIN FROM MAKING IN CONNECTION THEREWITH).

9.2           IN NO EVENT WILL ANNIEGIRL BE LIABLE TO PURCHASERS OR END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF THE WEBSITE, 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 OR USE OF THE DIGITAL CONTENT. IN NO EVENT WILL ANNIEGIRL'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY ANNIEGIRL FROM PURCHASER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED.

9.3           PURCHASER AGREES TO INDEMNIFY AND HOLD HARMLESS ANNIEGIRL AND ITS AFFILIATES, 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 PURCHASER’S USE AND/OR END USERS’ USE OF THE DIGITAL CONTENT IN VIOLATION OF THIS AGREEMENT.

  1. Term, Termination

10.1        Term.

(A) Library Licenses. Unless terminated as provided for in this Agreement, this Agreement and the license granted in this Agreement will run for a one (1) year term commencing on the date of purchase. Upon expiration, you agree to cease all use of the Digital Content and destroy all copies.

(B) Multi-User Licenses. Unless terminated as provided for in this Agreement, this Agreement and the license granted in this Agreement will run for a one (1) year term commencing on the date of purchase. Upon expiration, you agree to cease all use of the Digital Content and destroy all copies, provided that your Authorized Users will not be required to return any such copies lawfully distributed during the license term.

(C) Single User Licenses. This agreement is effective until terminated by either party.

10.2        Termination by Purchaser. You may terminate this Agreement at any time by ceasing use of the Digital Content and deleting or destroying any copies.

10.3        Termination by AnnieGirl. AnnieGirl may terminate this Agreement immediately upon Purchaser’s breach of this Agreement, including, without limitation, any failure to pay the License Fee. Upon such termination, you must immediately cease using the Digital Content, delete or destroy any copies of the Digital Content licensed. Upon such termination, AnnieGirl will not be required to provide you any refund. In addition, if requested by AnnieGirl, you will provide details of the number of Authorized Users, downloads, and any other information pertinent to your breach of the Agreement. AnnieGirl may also terminate any Library or Multi-User License at any time in its sole discretion. Upon such termination, AnnieGirl will refund to you a pro-rata share of the License Fee based on the time remaining in the license term.

10.4        Content Withdrawal. AnnieGirl may discontinue licensing any item of content at any time in its sole discretion. Upon notice from AnnieGirl, or upon your knowledge, that any content may be subject to a claim of infringement of a third party’s right for which AnnieGirl may be liable, AnnieGirl may require you to immediately, and at your own expense: cease using the content, delete or destroy any copies, and ensure that your Authorized Users, employees, subcontractors and agents do likewise. AnnieGirl may, at its sole option, provide you with replacement content (determined by AnnieGirl in its reasonable commercial judgment) free of charge, subject to the other terms of this Agreement or, for Library and Multi-Use licenses, refund a pro-rata share of the Licensee Fee based on the time remaining in the license term, or for single-use licenses, refund all, or a portion of, the License Fee based on the reasonable value of the use.

10.5        Refunds/Cancellation. AnnieGirl does not offer refunds for purchased licenses, whether downloaded or not, but unused. File returns will only be considered based on technical issues with the file at the sole discretion of AnnieGirl. All requests for refunds/cancellations must be made in writing. If the request is approved, AnnieGirl will issue a credit to your account or credit card. In the event of cancellation, your rights to use the content terminate, and you must delete or destroy any copies of the content.

  1. Audit/Certificate of Compliance

Upon reasonable notice, you agree to provide to AnnieGirl sample copies of projects or end uses that contain the licensed Digital Content, including by providing AnnieGirl with free of charge access to any pay-walled or otherwise restricted access website or platform where the Digital Content is reproduced. In addition, upon reasonable notice, AnnieGirl may, at its discretion, either through its own employees or through a third party, audit your records directly related to this Agreement and your use of licensed Digital Content in order to verify compliance with the terms of this Agreement. If any audit reveals an underpayment by you to AnnieGirl of five percent (5%) or more of the amount you should have paid, then in addition to paying AnnieGirl the amount of the underpayment, you also agree to reimburse AnnieGirl for the costs of conducting the audit. Where AnnieGirl reasonably believes that the licensed Digital Content is being used outside of the scope of the license granted under this agreement, you agree, at AnnieGirl’s request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by AnnieGirl.

  1. General Provisions

12.1        Governing Law/Arbitration. This Agreement will be governed by the laws of the State of California, United States of America without regard to any conflict of laws principles. Any disputes arising from or related to this agreement will be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the Commercial Rules of the American Arbitration Association ("AAA") or of the International Centre for Dispute Resolution ("ICDR") in effect on the date of the commencement of arbitration (the applicable rules to be at your discretion) to be held in Los Angeles, California. The arbitration proceedings will be conducted in English and all documentation will be presented and filed in English. The decision of the arbitrator will be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, AnnieGirl will also have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of AnnieGirl, such action is necessary or desirable. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding will be commenced within two years of the acts, events or occurrences giving rise to the claim.

12.2        Assignment. AnnieGirl may assign this Agreement. In the event AnnieGirl enters into an agreement to sell substantially all the assets of AnnieGirl, this Agreement will be binding upon the purchaser. This Agreement may not be assigned by Purchaser nor any duty hereunder be delegated by Purchaser without the prior written consent of AnnieGirl. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective heirs, legal representatives, successors and permitted assigns.

12.3        Force Majeure. AnnieGirl will not 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 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.

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

12.5        Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.

12.6        Entire Agreement. This Agreement, and all incorporated documents herein, constitutes the entire Agreement and understanding of the parties. We may make changes to this Agreement. Please check this page periodically for updates. Purchaser acknowledges that Purchaser’s continued use of the Digital Content means that Purchaser agrees to be bound by such changes.

 

EXHIBIT A

 

USER TERMS

By accessing this digital content (“Digital Content”), you agree that you will access, download and/or display (as applicable) the Digital Content only for your personal, non-commercial use and only through your online account. You may not copy, share, redistribute, repackage, transmit, assign, sell, broadcast, publicly display, rent, share, lend, modify, extract, reveal, adapt, edit, sub-license, make derivative works of, transfer or otherwise use the Digital Content. All right, title and interest in the Digital Content is reserved to AnnieGirl® Press.

For information about the Digital Content, contact

Updated November 30, 2016.

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