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CM-2023-278 - 12/1/2023;;GALE 8/21/2023 Round Rock Public Library Attn: Geeta Halley 200 E Liberty Ave. Round Rock, TX., 78664-5245 Dear Geeta: This letter confirms that Cengage Learning, Inc., (FEIN 59-2124491, Unique Entity ID GVF9XNR1HF79), 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.gale.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. PRODUCTS Demographics Now: Business and People Gale Business: Plan Builder To place an order or for additional information contact the Cengage Learning Customer Service department by phone at (800) 877-4253 or email at customerexperience@cengage.com. Thank you for your interest in Cengage Learning. Pamela LeBlanc COnttaCl AClmnuslral-jr PHONE:248-699-U65 Fax 800-414-5043 FMAII:Pamela l eBlanc@Cengage com WEB: gate, com 27555 Executive Drive Suite 2701 Farmington Hills MI , 48331 27555 Executive Dr. I Suite 3501 Farmington Hills, MI. 48331 CENGAGE SALES AGREEMENT This Agreement, including any attachments or exhibits hereto, (collectively, the "Agreement"), made effective on the date of last signature below ("Effective Date"), is between Cengage Learning, Inc. ("Cengage") and the customer identified below ("Customer"), This Agreement allows Customer to purchase certain products and/or services (the "Offerings"), or access thereto, subject to and in accordance with the terms hereunder. Name and Address of Customer: Round Rock Public Library 200 E Liberty Ave. Round Rock, TX., 78664-5245 Term: Beginning on 12/15/2023 and ending 12/14/2026 (the 'Term").* Three (3) year commitment* Gale Products and/or Services and fees: PRODUCTS SUBSCRIPTION DATES PRICE Demographics Now: Business and People 12/15/23 — 12/14/24 $5,651.20 Gale Business: Plan Builder 12115123 — 12/14124 $2,733.50 Demographics Now: Business and People 12115/24 -- 12/14/25 $5,707.71 Gale Business: Plan Builder 12115/24 — 12114/25 $2,760.83 Demographics Now: Business and People 12/15/25 — 12/14/26 $5,707.71 Gale Business: Plan Builder 12/15/25 — 12/14/26 $2,760.83 TOTAL: $25,321.78 All payments shall be made in United States' Dollars. Customer shall remit payment within thirty (30) days upon receipt of an invoice_ LISTOMER Cf LEAR Snaere:� z'�'2� Sitature: 8/22/2023 TERMS & CONDITIONS 1. Product and Services, Uptime. Subject to the timely receipt of all required fees and conformance to the terms herein, Cengage shall make the Offerings available for use by Customers Authorized Users, An "Authorized User' means only 11) for public libraries: library staff, Individual residents of the library's reasonably defined geographic service area, and walk-in patrons accessing the Products and/or 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 Products and/or Services on site; (lit) for other types of organizations and subscribers: employees, and independent contractors, in the capacity of their employment or engagement with the organization. The term Authorized Users excludes persons associated w th corporate affiliates of the Customer unless those users are expressly Identified In this Agreement. Cengage shall make the Product and Services available for use by Customers' Authorized Users. Cengage may with, or without notice, add, change, or remove features of the Offerings, at any time. Cengage will use reasonable commercial efforts to ensure that the Offerings are available on a monthly basis not less than 98.0% of the time, exclusive of scheduled outages, maintenance, and downtime that is outside of Cengage's reasonable control, As Customers sole remedy for Cengage's failure to meet the monthly uptime requirement, at Customers request, Cengage may provide a credit of the fee pro -rated for the month where service was interrupted, in Cengage's sole discretion. Cengage Sales Agreement. Round Rock Public Library August 21, 2023 2. Use of the Offerings. Customer may permit its Authorized Users to access and use the applicable Offerings for their Individual, personal, non-commercial, educational, academic, and instructional use, only. For offerings access that Includes a limit on the number of Authorized Users, Authorized Users includes Individuals authorized to use the Offerings, regardless of whether any such individual is actively using the Offerings at a particular time. Customer shall not use or transmit the Offerings in any manner except as specifically authorized herein. Customer acknowledges and agrees that Authorized Users access to the Offerings may be conditioned upon their acceptance of, and subject to the Terms of Use ('Terms of Use") and the Cengage Privacy Policy then in effect, and that in such cases, failure or refusal to accept or abide by the Terms of Use may disenable access to the Offerings Customer shall take all reasonable precautions necessary to safeguard against unauthorized access and/or use of the Offerings and prevent the 'Prohibited Uses" defined in the Terms of Use and shall cooperate with Cengage to identify the source(s) of and, whenever poss.ble, disable unauthorized access and/or Prohibited Uses promptly upon Cengage's request. For Institutional Sales only, Customer shall be solely responsible for creating, hosting and maintaining Authorized User access to the Offerings whether by Customers website or learning management system or other method Cengage may suspend Customer's and/or any Authorized Users access to the Offerings without liability if: (I) Cengage reasonably believes that the Offerings are being used -n violation of th-s Agreement or the Terms of Use; (i.) Customer fails to cooperate with Cengage's reasonable investigation of a suspected violation of this Agreement or the Terms of Use; (I, I) there is an attack on the Offerings or either is accessed or manipulated by a third party in violation of this Agreement or the Terms of Use; (tv) Cengage is required by law, or a regulatory or government body to suspend access to the Offerings; or (v) there is another event for which Cengage reasonably believes that the suspension of access to the Offerings is necessary to protect the Offerings orCengage's other customers from imminent and significant operational, legal, or security risk. Cengage will give Customer advance notice of a suspension under this sect -on of at least thirty-stx (36) hours unless Cengage determines in Its reasonable commercial judgment that a suspension on shorter ar contemporaneous notice is necessary to protect the Offerings or Cengage's other customers from imminent and significant operational, legal, or security risk. Cengage will not suspend access to the Offerrngs if the grounds on which the suspension are based are Cured during the forgoing notice period 3. Intellectual Property. Cengage has the proprietary rights in a nd to the Offerings and Cengage owns all, right, title, and Interest thereto, Including all Intellectual property rights associated therew th, throughoutthe world. Cengage reserves the right, without notice to Customer, to modify, alter, add, remove, cancel or otherwise change the materials embodying the Offerings, in Its sole discretion. Customer shall not, by virtue of this Agreement or by virtue of its access to the Offerings obtain any proprietary rights in or to the Offerings. Cengage shall notify Customer of any such Improvements or modifications via the Gale Support Updates page found at https //support.gale.com/updates/, unless immediate modification is necessary to comply with legal process, regulation, order, or to prevent harm to Cengage, Customer, or any third party (including Authorized Users). Customer shall not, by virtue of this Agreement or by virtue of its access to the Products and/or Services obtain any proprietary rights in or to the Products and/or Services. 4. Warranties $ Indemnities. Customer represents and warrants that; (i) Customer has full power and authority to enter into this Agreement and to grant the rights granted hereunder; (li) Customer shall not use the Offerings In any manner except as expressly authorized in this Agreement; and (ill) the Customer Materials, if any, do not infringe any right including without limitation any intellectual property right, or violate any proprietary, privacy, publicity or moral right, or contain any libelous, or unlawful matter. To the extent allowable by law, Customer shall defend, indemnity, and hold Cengage 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 Cengage 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 this Agreement and shall continue in full force and effect for the duration of the Term. 6. Payments and Fees. In consideration of the Offerings provided by Cengage to Customer, Customer agrees to pay the fee provided on this Agreement, plus any applicable shipping and handling tees, service fees, and applicable taxes. Customer shall remit payment within thirty (3D) days of receipt of an invoice. Purchases are nonrefundable and cannot be exchanged. If Customer fails to make payment, Cengage may, without prejudice to its other rights and remedies suspend or terminate Customer's (and Customer's Authorized Users') use and/or access to the Offerings. Customer shall reimburse Cengage for all reasonable expenses Cengage incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attomeys' fees, and court costs. Cengage may charge a fee for reinstatement of suspended or terminated service. 7. limited Liability. Neither Cengage nor its suppliers, nor their respective directors, employees, officers, or representatives will be liable for any damages of any kind arising from the use of or inability to use the Offerings, Including but not limited to, any direct, ind%rect,-ncidental, special, consequential, exemplary, or punitive damages, or any lost profits, lost data, or loss of revenue. Without limiting the foregoing, Cengage's total liability will at all times be limited to the fees paid by Customer for use of the Offerings at Issue during the immediately preceding twelve (12) month period. 8. Assignment. Th:s 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. Either party may disclose Confidential Informat on to the other party during the Term. 'Confidential information' means all information disclosed by one party ("Disclos Ing Party") to the other party ("Receiving Party") which is in tangible form and labeled "confidential" or the like, or that reasonably should be Cengage Sales Agreement Round Rock Public Library August 21, 2023 understood to be confidential given the nature of the information and the circumstances of the disclosure. Confidential Information will not include Information that as shown by the Receiving Party's records was (a) already known to Receiving Party at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiv ng Party has become, generally available to the public; or (d) was independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party will use no less than a reasonable standard of care to safeguard the Confidential Information received from the Disclosing Party. The Receiving Party will only use the Confidential Information of the Disclosing Party to exercise its rights and perform its obligations under this Agreement, or as otherwise required by law, Including any Freedom of Information Act or Public Records Act request. Neither party will disclose Confidential Information in violation of the terms and conditions of this Agreement to any third party without the prior written consent ofthe other party. Notwithstanding the foregoing, each party may disclose Confidential Information without the prior written consent of the other party. (w) to its regulators, auditors, accreditors, and consultants; (x) as compelled by law provided that, to the extent legally permissible, the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party seeks to contest such disclosure; (y) In confidence to Its legal counsel; (z) in connection with the enforcement of rights or performance of obligations under this Agreement. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information expressly excluding Customer Materials in confidence to its accountants, banks and financing sources, partners, providers and their advisors, and in confidence, In connection with an actual or proposed merger, acquisition, or similar transaction. This Section 9 shall survive the termination or expiration of this Agreement. 10. Miscellaneous. This Agreement constitutes the entire agreement between the partiex 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 this Agreement, the terms, or other attachment hereto, the terms and conditions of this 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 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, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes and other natural disasters. The terms of any Customer purchase order, invoice, or other similar document are null and void. 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 will be considered signed when the signature of a party is delivered by scanned Image (e.g. as a "portable document format" or "POF" 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.