BNA MASTER LICENSE AGREEMENT ACADEMIC CUSTOMERS This Master License Agreement is between THE BUREAU OF NATIONAL AFFAIRS, INC., 1231 25th Street, N.W., Washington, D.C. 20037, and/or a wholly-owned subsidiary of BNA including TAX MANAGEMENT INC., and BNA INTERNATIONAL, INC., referred to collectively as "BNA," and IDAHO STATE UNIVERSITY ("Customer"). This Agreement sets forth the terms and conditions applicable to Customerís access to, and use of, the BNA publications listed on the Order Form (referred to as "Licensed Products"), including all databases, software, and/or materials contained within the Licensed Products and accompanying documentation and/or manuals. Access to and/or use of the Licensed Products will constitute acceptance of all terms and conditions. If you do not agree with the terms and conditions stated herein, immediately contact BNA to discontinue access (Customer Relations, telephone: 1-800-372-1033, e-mail: firstname.lastname@example.org). Renewal of any subscription for any Licensed Product following any changes to this Master License Agreement will constitute acceptance of those changes. * License. Customer has purchased the type of license specified in the Order Form (or may have access to the Licensed Products under an agreement with a third party information provider, the terms of which are incorporated herein). BNA grants to Customer a non-exclusive, non-transferable, limited right to access and use the Licensed Products according to the terms and conditions of this Agreement. This license shall be effective during the term of Customerís subscription to the Licensed Products as set forth on the Order Form. Customer is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment, and other software necessary to use the Licensed Products, and for access and similar charges incurred under third party information provider subscription agreements (e.g., Westlaw. , LexisNexis.). * Customer. The terms and conditions of this Agreement shall apply to Customer and each Authorized User. Customer will use best efforts to inform all Authorized Users of the terms and conditions of this Agreement. Customer will cooperate with any investigation into possible breach of terms and conditions of use. * Authorized Users. The term "Authorized Users" shall include full-time and part time, current, or visiting members of the faculty, library staff and currently enrolled students, who are permitted to access the Customerís secure computer network system ("Network"), regardless of physical location of such person(s). Authorized Users shall also include other persons, e.g., walk-ins, who are permitted to use the Customerís library and access the Network from computer terminals located on the library premises. CUSTOMER SHALL NOTIFY ALL AUTHORIZED USERS OF THE TERMS OF THIS MASTER LICENSE AGREEMENT THROUGH EITHER A "CLICK-THROUGH" LICENSE THAT APPEARS ONLINE EACH TIME THE LICENSED PRODUCTS ARE ACCESSED, OR OTHER MEANS THAT WILL NOTIFY USERS THAT USE IS SUBJECT TO THE TERMS OF THIS AGREEMENT. * Copyright. a. The Licensed Products contain proprietary material of BNA that is protected by copyright and other laws respecting proprietary rights. The Licensed Products also may contain similarly protected licensed proprietary material of NextPage, FirstDoor, or other suppliers ("Licensors"). BNA retains all rights in the Licensed Products, including (without limitation) all copyright and other proprietary rights worldwide in all media. Customer and all Authorized Users may not use the Licensed Products except as expressly permitted under this Agreement, the BNA Copyright Guidelines, and under U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the Licensed Products is expressly prohibited other than agreed upon in this contract. On or before the subscription start date, BNA agrees to make the BNA Copyright Guidelines, as amended from time to time, available to all Authorized Users within the organization through its website, http://www.bna.com/corp/copyright. BNA reserves the right to revise the BNA Copyright Guidelines at any time. b. Authorized Users may access the Licensed Products for their individual use, i.e., may view the Licensed Products on screen; may download or save the Licensed Products to a computer disk for individual convenience and later reference; and may print paper copies for individual, educational, or research use only. If BNA is properly credited, Authorized Users may, on an occasional basis, reproduce and use small portions of material in the Licensed Products for internal or interoffice use, coursework for educational or research use, court filings by student legal clinics and/or classroom use as provided for under United States copyright law fair use provisions. Unless otherwise authorized by BNA, any routine or systematic distribution of any portion of the Licensed Products is strictly prohibited. c. The rights granted here are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the Licensed Products or materials contained therein. No part of the Licensed Products may be duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from BNA, 1231 25th St., N.W., Washington, D.C. 20037, Attention: Permissions Manager (e-mail: email@example.com). Nothing in this license shall exclude, modify or affect any of the licensee rights under the U.S. copyright law. d. The Licensed Products may be used for purposes of research, education or other non-commercial use as follows: Display. Customer and Authorized Users shall have the right to electronically display the Licensed Products. Digitally Copy. Customer and Authorized Users may download and digitally copy the Licensed Products as permitted under section 6.b. of this Agreement. Print Copy. Customer and Authorized Users may print the Licensed Products as permitted under Copyright section of this Agreement. Recover Copying Costs. Customer may charge a reasonable fee to cover costs of copying or printing portions of Licensed Products for Authorized Users. Archival/Backup Copy. Upon request of Customer, Customer may receive from BNA and/or create one (1) copy of the entire set of Licensed Products for the sole purpose of maintaining an archival copy of the Licensed Products. Course Packs. Customer and Authorized Users may use a reasonable portion of the Licensed Products in the preparation of Course Packs. Electronic Reserve. Customer and Authorized Users may use a reasonable portion of the Licensed Products for use in connection with specific courses of instruction offered by Customer. Electronic Links. Customer may provide electronic links to the Licensed Products from Customerís web page(s), and is encouraged to do so in ways that will increase the usefulness of the Licensed Products to Authorized Users. Caching. Customer and Authorized Users may make such local digital copies of the Licensed Products as are necessary to ensure efficient use by Authorized Users by appropriate browser or other software. Scholarly Sharing. On an occasional basis, Authorized Users may transmit to a third party colleague in hard copy or electronically, minimal, insubstantial amounts of the Licensed Products for personal use or scholarly, educational, or scientific research or professional use but in no case for re-sale, broad distribution, or on a routine or systematic basis. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Licensed Products in the Authorized Userís own scientific, scholarly and educational works. Interlibrary Loan. Customer may fulfill requests from other institutions, a practice commonly called Interlibrary Loan. Customer agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC ß 108, "Limitations on exclusive rights: Reproduction by libraries and archives") and clause 3 of the Guidelines for the Proviso of Subsection 108(g)(2) prepared by the National Commission on New Technological Uses of Copyright Works. Customer agrees to provide the copy in print form and not electronically. e. Customer acknowledges that the Licensed Products are highly proprietary in nature and that unauthorized copying, transfer or use may cause BNA or its licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. Customer agrees that any breach of this Agreement by Customer, or any subscriber or Authorized User, may be enforced by BNA by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. f. The Licensed Products may incorporate the search and retrieval software "Views" and/or the Internet display software "siteDirector." Views and siteDirector are proprietary products of NextPage which has made its software available under license to BNA. Use of Views and siteDirector is subject to all terms and conditions in this Agreement. * Restrictions. a. Customer may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in the Licensed Products in any manner whatsoever that may infringe any copyright or proprietary interest of BNA or its licensors; distribute the information contained in the Licensed Products to other users not duly authorized to receive the Licensed Products; distribute, rent, sublicense, lease, transfer, assign or otherwise make commercial use of the Licensed Products or Agreement; decompile, disassemble, or otherwise reverse-engineer these Licensed Products, or alter, translate, modify, or adapt it to create derivative works. The use of "framing" or other means of redirecting content is specifically prohibited by the foregoing. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law. b. Except as expressly permitted under this Agreement, Customer is expressly prohibited from placing or installing any portion of the Licensed Products on any electronic media, including, but not limited to, individual desktop computers, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet enabled, without written authorization by BNA. c. Unauthorized Use. Customer shall not knowingly permit anyone other than Authorized Users to use the Licensed Products. d. Modification of Licensed Products. Customer shall not modify or create a derivative work of the Licensed Products without the prior written permission of BNA. e. Removal of Copyright Notice. Customer may not remove, obscure or modify any copyright or other notices included in the Licensed Products. f. Commercial Purposes. Customer may not use the Licensed Products for commercial purposes, including, but not limited to, the sale of the Licensed Products or bulk reproduction or distribution of the Licensed Products in any form. * Disclaimer of Professional Advice. The information provided through the Licensed Products is not a substitute for legal and other professional advice where the facts and circumstances warrant. If any User in Customerís organization requires legal advice or other professional assistance, each such user should always consult his or her own legal or other professional advisors and discuss the facts and circumstances that apply to the User. * Limited Warranty. a. BNA warrants that it has the right to license the rights granted under this Agreement to use Licensed Products and that it has obtained any and all necessary permissions from third parties to license the Licensed Products. While BNA and its licensors attempt to include accurate and complete content in the Licensed Products and error-free software, occasional errors or omissions may occur in the Licensed Products. BNA will make reasonable efforts to correct these errors or omissions or cause the appropriate licensors to correct these errors or omissions. NEVERTHELESS, NEITHER BNA NOR SUCH OTHER PARTIES CAN MAKE ANY REPRESENTATION REGARDING THE ACCURACY OR COMPLETENESS of THE CONTENT PROVIDED OR THE ERROR-FREE NATURE OF THE SOFTWARE PROVIDED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS MASTER LICENSE AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO THE CUSTOMER AND USERS "AS IS." BNA, ITS LICENSORS, AND SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS MAKE NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. BNA, ITS LICENSORS, AND SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE INFORMATION THEY CONTAIN OR THE METHOD OF DELIVERING THAT INFORMATION TO USERS. b. BNA, ITS LICENSORS, AND SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ERRORS IN OR OMISSIONS FROM ANY LICENSED PRODUCT AND ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HOT LINKS IN ANY LICENSED PRODUCT, (C) THE UNAVAILABILITY OF ANY LICENSED PRODUCT, (D) ANY USE OF ANY LICENSED PRODUCT, (E) ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY LICENSED PRODUCT, OR (F) ANY RELIANCE ON THE INFORMATION CONTAINED IN THE LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. * Indemnification a. Subject to the Limited Warranty stated above, BNA will indemnify and hold Customer harmless and will defend or settle any claim, suit or proceeding brought against Customer that is based upon a claim that the content contained in the Licensed Products infringes a United States copyright or violates an intellectual or proprietary right protected by United States law ("Claim"), but only to the extent the Claim arises directly out of the use of the Licensed Products. Customer shall notify BNA in writing of any Claim within ten (10) calendar days after Customer first receives notice of the Claim, and Customer shall provide to BNA at no cost with such assistance and cooperation as BNA may reasonably request from time to time in connection with the defense of the Claim. BNA shall have sole control over any Claim (including without limitation the selection of counsel and the right to settle on behalf of Customer on any terms BNA deems desirable in the sole exercise of its discretion). Customer may, at its sole cost, retain separate counsel and participate in the defense or settlement negotiations. BNA shall pay actual damages and costs awarded against Customer (or payable by Customer pursuant to a settlement agreement) in connection with a Claim. If the Licensed Products or their use becomes the subject of a Claim or their use is enjoined, or if in the opinion of BNAís legal counsel the Licensed Products are likely to become the subject of a Claim, BNA shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Licensed Products or obtain a license to continue using the Licensed Products. If in the opinion of BNAís legal counsel the Claim, injunction, or potential Claim cannot be resolved through reasonable modification or licensing, BNA, at its own election, may terminate the Agreement without penalty, and will refund to Customer on a pro rata basis any fees paid in advance by Customer to BNA. BNA shall have no obligation under this provision, if the Claim is based on a combination of material, content, Licensed Products or software not provided by BNA. THE FOREGOING CONSTITUTES BNAíS SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT. b. Customer agrees to indemnify, defend, and hold BNA and the suppliers of Content and technology for the Licensed Products harmless from and against any and all Claims and Losses arising out of or in any way related to any use of the Licensed Products, or of any content, data or documentation received through the Licensed Products by Customer or any of its Users, regardless of the form of action. c. IN NO EVENT MAY CUSTOMER OR USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST BNA MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. * Limitations on Damages a. IN NO EVENT SHALL BNA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER, ANY CUSTOMER, OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS MASTER LICENSE AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS MASTER LICENSE AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH USER, CUSTOMER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OCCURRING. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO ALL CUSTOMERS OR THEIR RESPECTIVE USERS. b. IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, BNAíS LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON OR ENTITY SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE LICENSED PRODUCTS.
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