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CM-2019-0350 - 11/1/201920 Channel Center Street Boston, MA 02210 www.cengage.com October 15, 2019 Round Rock Public library 215 E Main St. Round Rock, TX 78664-5245 Dear Rhonda Kuiper. CENGAGE This letter confirms that Cengage Learning, Inc., (FEIN 59-2124491, DUNS 86-1016442), is the Sole Source supplier and/or Publisher of the products (each product as an aggregated whole, Inclusive of platform and not individual elements or portions thereof, a "Product") noted below and as represented on the Cengage website at www.cennease.com and in all published catalogs. All Products must be purchased directly by Institutions from Cengage Learning, Inc. and/or through Its authorized agents and are not available through any other content providers. TITLE MarketType ISBN Gale Business: Pian Builder Public Library 16377319 1 Gale Business: DemographicsNow Public Ubrary 269561 To place an order or for additional information contact your Sales Education Consultant, Kimberly Renzi by phone at (512) 420-7794 or email at Kimberlv.13nZigiceneaee.com. Thank you for your Interest in Gale a Cengage Company. Kristine Burns Sales Enablement Specialist Gale a Cengage Company kristine.burns@ceneaee.com (800) 877-4253 x18423 Contact Us • Tech Sunoort • Find your R2R Confidential Price Quote - Round Rock - Plan Builder+ DemoNow 10/15/2019 Pricing on this Proposal Guaranteed: 10/31/2019 Presented To: Rhonda Kuiper Prepared By: Kimberly Renzi, Education Sales Consultant, kimberly.renzi cen"a e.com Deliver To Address: 216 E MAIN ST ROUND ROCK Texas United States 786645245 Account #: 282412 Account #: 282412 Deliver To: ROUND ROCK PUBLIC LIBRARY Rhonda Kuiper Invoice To: ROUND ROCK PUBLIC LIBRARY Rhonda Kuiper Total Total Sales Subscription Titles Qty List Price Price Gale Business: DemographicsNow: Business and People, Imprint: SRC,LLC, ISBN: 269561, Subscription Dates: 10-15- 1 $0.00 $4,786.00 2019 to 12-14-2020 Gale Business: Plan Builder, Imprint: Deziner Software, ISBN: 1 $0.00 $2,315.00 16377319, Subscription Dates: 10-15-2019 to 12-14-2020 Total Total Sales List Price Price Total for Subscription Titles: $0.00 $7,101.00 Subscription Item Total: $7,101.00 CENGAGE GALE PRODUCT AND SERVICES AGREEMENT Name and Address of Licensee: Round Rock Public Library 216 E Main St Round Rock, Texas 78664 .GALE 1 • acrywr.-may This Agreement , and the attached Terms and Conditions ("T&C's") and the Gale Terms of Use found (httos://www.cengage.com/legal/terms-Rale) ("Terms of Use") (collectively referred to as the "Agreement") is made on the date of signature below, and is by and between Cengage Learning, Inc. (CL collectively with its affiliates, subsidiaries, assigns, partners and designees, "CL") and Customer. CUSTOMER CENGAGE LEARNING. INC. nature: Date: l 5isnature: Date: 0WA Gale Product and Services Agreement Public P [ENGAGE GALE PRODUCT AND SERVICES AGREEMENT Name and Address of Licensee: Round Rock Public Library 216 E Main St Round Rock, Texas 78664 :'•GALE a% This Agreement , and the attached Terms and Conditions ("T&C's") and the Gale Terms of Use found (httos://www.cengage.com/legal/terms-Rale) ('Terms of Use") (collectively referred to as the "Agreement") is made on the date of signature below, and is by and between Cengage Learning, Inc. (CL collectively with its affiliates, subsidiaries, assigns, partners and designees, "CL") and Customer. /,,//" X-/ nntp! �// Gale Product and 5ervIces Agreement Public No Text CENGAGE LEARNING, INC. GALE PRODUCT AND SERVICES AGREEMENT TERMS & CONDITIONS 1. Product and Services. Subject to the timely receipt of payment and conformance to the T&Cs herein and the Gale Terms of Use, CL shall deliver the Product and Services, as detalled In the Agreement Invoice (which shat be attached hereto and incorporated herein by reference) CL shall make the Product and Services ava.lable for use by Customers' Authorized Users, An "Authorized User" means only (i) for public libraries: library staff, individual residents of the tbrary's reasonab y defined geographic service area, and walk-in patrons accessing the Services on site; (i.) for schools and academic Institutions: currently enrolled students, faculty, staff, and visiting scholars, as weL aswalk-in patrons accessing the Services on site; (iii) for other types of organizations and subscribers: employees, and independent contractors, In the capacity of their emp'oyment or engagement with the organization. Authorized Users excludes corporate affiliates of the subscriber -nstitution, academic bookstores, and alumni unless those users are expressiy included In the Invoice. 2. Terms of Service. Subject to the payment of the Fees In the Invoice, Customer may authorize Its Authorized Users to access and use the applicable Product for their Individual, personal, non-commercial, educational, academic, and Instructional use, only. Authorized Users includes identified individuals authorized to use the Product Customer shall ensure that the Authorized Users and any other person that uses the Product through the use of Customer's access to the Product shall comply with the Terms of Use. Customer shall take al; reasonable precautions necessary to safeguard against unauthorized access and use of the Product. Individual Authorized User utilization of the Product sha'I be subject to CL's Gale Terms of Use and Privacy Policy then in effect. For users under the age of eighteen (18), Customer shall be responsible for securing acceptance to the Terms of Use by a parent or guardian. CL may with, or w.thout notice, add features to the Product, or change or remove features of the Product, at any time. CL will use reasonable commercial efforts to ensure that the Product is available on a monthly basis not less than 98 0% of the time, exclusive of scheduled outages, maintenance, and downtime that is outside of CL's reasonable control. As Customer's sole remedy for CL's failure to meet the monthly uptime requirement, at Customer's request, CL may provide a refund of the Fee pro. rated for the month where service was Interrupted, In CL's sole dscretion CL may suspend Customer's and/or any Authorized User's access to the Product without liability if: (1) CL reasonably believes that the Product -s being used in violation of this Agreement; (ii) Customer fails to cooperate with CL's reasonable investigation of a suspected violation of this Agreement; (til) there is an attack on the Product or It is accessed or manipulated by a third party in violation of th's Agreement; (iv) CL is requ red by law, or a regulatory or government body to suspend access to the Product; or (v) there Is another event for which CL reasonably believes that the suspension of access to the Product Is necessary to protect the Product or CL's other customers from -mminent and significant operational, legal, or security risk. CL wl'I give Customer advance notice of a suspension under this Sect7on of at least thirty- six (36) hours unless CL determines in Its reasonable commercial judgment that a suspension on shorter or contemporaneous notice Is necessary to protect the Product or CL's other customers from imminent and s-gn.ficant operational, legal, or security risk. CL will not suspend access to the Product if the grounds on which the suspension are based are cured during the forgoing notice period. 3. Intellectual Property. CL has the proprietary rights in and to the Product and Services and CL owns all, right, title, and interest thereto, inducing all Intellectual property rights associated therewith, throughout the world. Customer shall not, by virtue of this Agreement or by virtue of Its access to the Product obtain any proprietary rights in or to the Product or Services. Customer shall not use or transmit the Product or Services In any manner except as specifically authorized herein. 4. warranties & Indemnities. Customer represents and warrants that. (i) Customer has full power and authority to enter Into this Agreement and to grant the rghts granted hereunder; and (il) Customer shall not use the Product or Services in any manner except as expressly authorized in this Agreement. To the extent allowable by law, Customer shall defend, :ndemn.fy, and hold CL and its distributors and service providers, and their respective officers, directors, employees and agents harmless against all claims, demands, sults, losses, costs, damages, and expenses (Including attorneys' fees and costs) that CL may sustain or incur by reason of any breach or alleged breach of the aforesa•d warrant es of Customer or any of Customer's other obligations under this Agreement. S. Term and Termination. This Agreement shall commence as of the dale specified in the Agreement and shall continue in full force and effect for the duration of the Term. Customer may terminate this Agreement and notify CL of non -renewal with at reast 90 days' written notice prior to the expiration of the then current Term or Renewal Term. 6. Payments and Fees. In consideration of the Product and Services provided by CL to Customer, Customer agrees to pay the Fee provided on the Invoice, plus any applicable shipping and handling fees, service fees, and applicable taxes. Customer shall remit payment within thirty (30) days of receipt of the Invoice, Purchases are nonrefundable and cannot be exchanged. If Customer fails to make payment, CL may, without prejudice to its other rghts and remedies (1) charge interest on any unpaid amounts on a dally basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law (2) suspend or terminate Customer's (and Customers Authorized Users') use and/or access to the Product or both (1) and (2) Customer shall reimburse CL for a'l reasonable expenses CL Incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorneys' fees, and court casts. CL may charge a fee for reinstatement of suspended or terminated service. 7. Limited liability. Neither CL nor its suppliers, nor their respective directors, employees, officers, or representatives will be I.ab'e for any damages of any kind arising from the use of or Inability to use the Product and Services, including but not limited to, any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, or any lost profits, lost data, or loss of revenue. without limited the foregoing, CL's total liability will at all times be limited to the Fees paid by Customer for use of the Product and Services at issue during the immediately preceding twelve (12) month period. S. Assignment. This Agreement shall be binding upon and Inure to the benefit of the parties hereto and their heirs, and legal representatives and permitted successors and assigns, provided that the Customer may not assign this Agreement. 9. Confidentiality. The Customer shall not use Itself or reveal to any person or business, confidential or proprietary informatan or material gained as a result of performing Its obligations herein, Including without limitation, the terms and conditions of this Agreement, except as may be required by any court of competent jurisdiction, governmental agency, law or regulation (in such event, the Customer shall notify CL before disclosing this Agreement) Notwithstanding the foregoing, the terms and conditions of this Agreement may be revealed by Customer as part of the normal reporting or review procedure to the Customers accountants, auditors and legal counsel, provided such accountants, auditors, and legal counsel agree to keep such information confidential. 20. Miscellaneous. This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement, and supersedes all other oral or written proposals, negotiations and other communications relating thereto. In the event of a conflict between the Agreement and any Invoice, the T&Cs, or other attachment hereto, the terms and conditions of the Agreement shall prevail. No amendment of this Agreement will be effective unless it is in writing and signed by both parties. No waiver of satisfaction of a condition, or noncompliance with an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or noncompliance with any other obligation. Any terms of this Agreement that contemplate compliance or otherwise by their nature should extend after the termination of this Agreement will remain in effect until fulfilled Except for Customers payment obligations, neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party, Including but not limited to, acts of God, acts of terrorism, strikes, walkouts, riots, acts of war, epidemics, failure of suppl ers to perform, governmental regulations, power failure(s), earthquakes and other natural disasters. The parties may sign this Agreement to seveW counterparts, each of which w 11 be deemed an original but all of which together will constitute one Instrument. This Agreement will be considered signed when the signature of a party Is delivered by scanned image (e.g. as a "portable document format" or "PDF" file) as an attachment to electronic mail (email), and any such scanned signature Is to be treated in all respects as having the same effect as an original signature, except that either party may require the exchange of original signatures. Gate Product and Services Agreement Public City of Round Rock REXAS CK Agenda Item Summary Agenda Number: Title: Consider executing an Agreement with Cengage Business Database for Research and Educational Publishing at Round Rock Public Library. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 11/1/2019 Dept Director: Michelle Cervantes, Library Director Cost: $7,101.00 Indexes: General Fund Attachments: Cengage-Gale Business 102819.pdf Department: Library Department Text of Legislative File CM -2019-0350 Gale Business: Demographics Now: Business and People; Gale Business: Plan Builder databases Cost: $7,101.00 Source of Funds: General Fund CJ1y cf Round Rock Page f Pdnted on 10/31/2019 CENGAGE LEARNING, In. GALE PRODUCT AND SERVICES AGREEMENT TERMS & CONDITIONS 1. Product and Services. Subject to the timely receipt of payment and conformance to the T&Cs herein and the Gale Terms of Use, CL shall deliver the Product and Services, as detailed in the Agreement Invoice (which shall be attached hereto and Incorporated herein by reference). CL shall make the Product and Services available for use by Customers' Authorized Users. An "Authorized User" means only (1) for public Ilbrarles: library staff, individual residents of the library's reasonably defined geographic service area, and walk-in patrons accessing the Services on site; (ii) for schools and academic institutions: currently enrolled students, faculty, staff, and visiting scholars, as well as walk-in patrons accessing the Services on site; (ilt) for other types of organizations and subscribers: employees, and independent contractors, In the capacity of their employment or engagement with the organization. Authorized Users excludes corporate affiliates of the subscriber Institution, academic bookstores, and alumni unless those users are expressly Included in the Invoice. 2. Terms of Service. Subject to the payment of the Fees in the Invoice, Customer may authorize its Authorized Users to access and use the applicable Product for their individual, personal, non-commercial, educational, academic, and instructional use, only. Authorized Users includes Identified Individuals authorized to use the Product. Customer shall ensure that the Authorized Users and any other person that uses the Product through the use of Customer's access to the Product shall comply with the Terms of Use. Customer shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the Product. Individual Authorized User utilization of the Product shall be subject to CL's Gale Terms of Use and Privacy Policy then in effect. For users under the age of eighteen (18), Customer shall be responsible for securing acceptance to the Terms of Use by a parent or guardian, CL may with, or without notice, add features to the Product, or change or remove features of the Product, at any time. CL will use reasonable commercial efforts to ensure that the product Is available on a monthly basis not less than 98.0% of the time, exclusive of scheduled outages, maintenance, and downtime that is outside of CL's reasonable control. As Customer's sole remedy for CL's failure to meet the monthly uptime requirement, at Customees request, CL may provide a refund of the Fee pro-rated for the month where service was Interrupted, in CL's sole discretion. CL may suspend Customer's and/or any Authorized User's access to the Product without liability if: (i) CL reasonably believes that the Product is being used In violation of this Agreement; (11) Customer fails to cooperate with CL's reasonable investigation of a suspected violation of this Agreement; (ilt) there is an attack on the Product or It Is accessed or manipulated by a third party in violation of this Agreement; (iv) CL is required by law, or a regulatory or government body to suspend access to the Product; or (v) there is another event for which CL reasonably believes that the suspension of access to the Product is necessary to protect the Product or CL's other customers from Imminent and significant operational, legal, or security risk. CL will give Customer advance notice of a suspension under this Section of at least thirty- six (36) hours unless CL determines in Its reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect the Product or CL's other customers from Imminent and significant operational, legal, or security risk. CL will not suspend access to the Product if the grounds on which the suspension are based are cured during the forgoing notice period. 3. intellectual Property. CL has the proprietary rights In and to the Product and Services and CL owns all, right, title, and interest thereto, including all Intellectual property rights associated therewith, throughout the world. Customer shall not, by virtue of this Agreement or by virtue of Its access to the Product obtain any proprietary rights in or to the Product or Services. Customer shall not use or transmit the Product or Services in any manner except as specifically authorized herein. 4. Warranties & Indemnities. Customer represents and warrants that: (1) Customer has full power and authority to enter Into this Agreement and to grant the rights granted hereunder; and (il) Customer shall not use the Product or Services in any manner except as expressly authorized in this Agreement. To the extent allowable by law, Customer shall defend, Indemnify, and hold CL and Its distributors and service providers, and their respective officers, directors, employees and agents harmless against all claims, demands, suits, losses, costs, damages, and expenses (including attorneys' fees and costs) that CL may sustain or Incur by reason of any breach or alleged breach of the aforesaid warranties of Customer or any of Customer's other obligations under this Agreement. S. Term and Termination. This Agreement shall commence as of the date specified in the Agreement and shall continue in full force and effect for the duration of the Term. Customer may terminate this Agreement and notify CL of non. renewal with at least 90 days' wr;tten notice prior to the expiration of the then current Term or Renewal Term. 6. Payments and Fees. In conslderat on of the Product and Services prov ded by CL to Customer, Customer agrees to pay the Fee provided on the Invoice, plus any applicable shipping and handl,ng fees, service fees, and applicable taxes. Customer sha:l remit payment within thirty (30) days of receipt of the Invoice, . Purchases are nonrefundable and cannot be exchanged. If Customer fa is to make payment, CL may, without prejudice to its other rights and remedies (1) charge Interest on any unpaid amounts on a daily basis from the original due dale at the rate of the lesser of 1.5% per month or the maximum amount permissible by law (2) suspend or terminate Customer's (and Customer's Authorized Users') use and/or access to the Product or both (1) and (2). Customer shall reimburse CL for all reasonable expenses CL Incurs in collecting past due amounts, Including wire transfer fees, col ection agency fees, reasonable attorneys' fees, and court costs. CL may charge a fee for reinstatement of suspended or terminated service. 7. Limited Liability. Neither CL nor its suPe iers, nor their respect ve directors, employees, officers, or representatives will be liable for any damages of any kind arising from the use of or inabi Ity, to use the Product and Services, Including but not limited to, any direct, Ind rect, Incidental, special, consequential, exemplary, or punitive damages, or any lost profits, lost data, or loss of revenue without ilm ted the forego,ng, CL's total I,abOity will at all times be limited to the Fees paid by Customer for use of the Product and Services at issue during the immediate y preceding twelve (12) month period. S. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their hers, and legal representatives and permitted successors and assigns, provided that the Customer may not assign this Agreement. 9. Confidentiality. The Customer shall not use Itself or reveal to any person or bus ness, confidential or proprietary information or material gained as a result of performing Its obligations herein, including without limitation, the terms and conditions of this Agreement, except as may be required by any court of competent jurisdiction, governmental agency, law or regulation (in such event, the Customer sha-1 notify CL before disclos ng this Agreement). Notwithstanding the foregoing, the terms and conditions of this Agreement may be revea ed by Customer as part of the normal reporting or rev ew procedure to the Customers accountants, auditors and legal counsel, provided such accountants, and tars, and legal counsel agree to keep such nformation confidential. 10. Miscellaneous. This Agreement constitutes the entire agreement between the parties relat ng to the subject matter of this Agreement, and supersedes all other oral or written proposals, negot°at ons and other communications relating thereto In the event of a confl ct between the Agreement and any Invoice, the T&Cs, or other attachment hereto, the terms and cond t ons of the Agreement shall prevail No amendment of this Agreement will be effective unless It is in writing and signed by both parties No waiver of satisfaction of a condition or noncomplance with an obligation under this Agreement will be effective unless it is In writing and signed by the party granting the waiver, and no such waver will constitute a waiver of satisfaction of any other condition or noncompliance with any other obligation. Any terms of this Agreement that contemplate compliance or otherwise by their nature should extend after the terminal on of this Agreement will remain In effect until fulfilled. Except for Customer's payment obligations, neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party, Including but not limited to, acts of God, acts of terrorism, str kes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power faliure(s), earthquakes and other natural disasters. The parties may sign this Agreement in several counterparts, each of which will be deemed an original but all of which together will constitute one Instrument. This Agreement wil ! be considered s,gned when the signature of a party is delivered by scanned image (e.g. as a "portable document format" or "PDF" file) as an attachment to electronic mail (email), and any such scanned signature is to be treated In all respects as having the same effect as an orig nal signature, except that either party may require the exchange of original signatures. Gale Product and Services Agreement Public