This Agreement is by and between the American Library Association, through its division, the Association of College & Research Libraries and its publishing unit, Choice (“ALA”), 575 Main Street, Suite 300, Middletown, CT 06457 and the Subscriber identified on the Account Activation Form.
The ALA may revise and update this Agreement at any time. Continued usage of the Database will mean you accept those changes.
1. Grant of Subscription Rights. ALA grants to the subscriber a nonexclusive, nontransferable subscription for access to all materials included in Choice Reviews (“CR,” “the Database”) under the terms and conditions set forth herein.
2. Subscription Fee. The subscriber, or its Agent, shall pay ALA in full the subscription fee.
3. Term. This subscription commences on the date the account is activated (the “Commencement Date”), as set forth on the Account Activation Form and shall extend through the one-year calendar anniversary of such date. Renewals shall be at the discretion of the subscriber. In the event of renewal, the subscriber, or its Agent, shall pay ALA in full the then-current annual subscription fee as of the Commencement Date of each new term, as set forth on the Customer Invoice generated at that time and incorporated into this Agreement by reference.
4(a). This Agreement is for the term stipulated in paragraph 3. Except as specifically set forth in section 4(b), below, no refund or rebate of subscription fees paid by the subscriber shall be made for any portion of the Term in which the subscriber elects not to use the Database.
4(b). In the event that either party believes that the other materially has breached any obligations under this Agreement, or if subscriber believes that the publisher has exceeded the scope of the subscription, such party shall so notify the breaching party in writing. The breaching party shall have sixty (60) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within this time period, the non-breaching party shall have the right to terminate the Agreement without further notice.
Upon Termination of this Agreement for cause by either party, online access to the Database by subscriber and Authorized Users shall be terminated.
In the event of termination for cause by the publisher, the subscriber shall be entitled to a refund of any fees or pro-rata portion thereof paid to ALA by the subscriber for any remaining period of the Agreement from the date of termination.
5. Authorized Users. The subscription granted hereunder is for the unlimited use of the user community at the Subscriber’s Site(s) listed on the Account Activation Form. For the purposes of this Agreement, a Site shall be defined as (a) a building or geographically continuous campus having a single physical address, and (b) affiliated buildings or facilities located within the same city as the main campus. For the avoidance of doubt, branch campuses, regional campuses, extension campuses (for universities) or branch libraries (for public libraries) are considered separate Sites, provided that they have separate physical libraries, and are subject to additional subscription fees on a per-site basis.
This subscription extends only to the subscriber and to Authorized Users individually and may not be transferred to, or extended to, others. For purposes of this Agreement, “Authorized Users” means full- and part-time students and employees (including faculty, staff, affiliated researchers and independent contractors) of the subscribing institution, regardless of the physical location of such persons, and who are ordinarily permitted to access the Subscriber’s institution’s network from within the Library Premises or from such other places where Authorized Users work or study and who have been issued by the subscribing institution a password or other authentication.
Individuals employed by an administratively distinct and geographically noncontiguous campus or site, or who are affiliated with any organization not administratively part of the subscriber’s institution, e.g. any commercial organization, non-profit organization, or governmental unit administratively distinct from the subscribing institution, may not be treated as Authorized Users, save that Authorized Users shall also include patrons not affiliated with subscribing institution who are physically present at subscribing institution’s site(s) (“walk-ins”). Authorized Users shall be identified and authenticated by the use of Internet Protocol (“IP”) addresses provided to ALA by the subscriber or by other mutually agreeable means. The subscriber shall be responsible for verifying the status of all Authorized Users and shall cooperate with ALA in the implementation of additional security procedures as they are developed.
6. Permitted Uses. The Subscriber and Authorized Users are permitted online access to the Database and may retrieve, display, save, or print text or search results or other information from CR solely for the private use, instructional use, reserve use, or research of the Subscriber or Authorized Users. All other uses are prohibited without specific permission of the ALA, including but not limited to: (a) printing of multiple copies except for reserve use or for instructional use (provided no charge is made for the copies), (b) reprinting for publication, including course packs; or Web publication, (c) commercial or promotional use (i.e., use in connection with activities intended to generate revenue other than tuition), or (d) the systematic making of print or electronic copies for transmission to persons or institutions other than Subscriber or Authorized Users. Nothing in this Agreement shall limit the rights of the Subscriber or its Authorized Users to exercise its rights pursuant to the U.S. Copyright Act, including, but not limited to, Sections 107 and 108. All other rights not expressly granted are reserved to ALA. The Subscriber and Authorized Users may only use this online access in a way that conforms with all applicable law and regulations, and may not alter or modify any content.
7. Copyright. Choice Reviews and Choice are copyrighted by ALA and are subject to all applicable copyright, database protection, and other rights of the stated owner and publisher under the laws of the United States and other countries. Copyright notices may not be removed, obscured, or modified in any way.
8. Failure of Performance. Following online access approval, the Subscriber and Authorized Users will be permitted to attempt online access to the Database at any time. ALA, however, will not be liable for any delay, down time, transmission error, software or equipment incompatibilities, force majeure, or other failure of performance.
9. Disclaimer of Warranties; Limitation of Liability; Indemnification. ALA warrants that it is entitled to grant the Subscription granted in this Agreement. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, ALA MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO CHOICE REVIEWS, INCLUDING THE QUALITY, ORIGINALITY, SUITABILITY, SEARCHABILITY, OPERATION, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ALA SHALL NOT BE LIABLE FOR: EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SUBSCRIPTION GRANTED HEREUNDER, THE USE OR INABILITY TO USE THE DATABASE, ALA’s PERFORMANCE UNDER THIS AGREEMENT, TERMINATION OF THIS AGREEMENT, OR THE LOSS OF DATA, BUSINESS, OR GOODWILL, EVEN IF ALA IS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF ALA FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OR TERMINATION OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO ALA FOR THE SUBSCRIPTION FEE FOR THE CURRENT YEAR IN WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, CLAIMS DUE TO NEGLIGENCE.
The Subscriber shall use reasonable endeavors to: a) notify all Authorized Users of the importance of respecting the intellectual property rights in the Database; b) notify Authorized Users of the terms and conditions of this Agreement and take steps to protect the Database from unauthorized use or other breach of this Agreement; and c) ensure that only Authorized Users are permitted access to the Database. Upon becoming aware of any unauthorized use or other breach, Subscribers shall immediately notify ALA and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.
Except as prohibited by law, Subscriber agrees to Indemnify and hold ALA harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against ALA related to or in any way connected with any use of the Database by the Subscriber or Authorized Users or any failure by the Subscriber to perform its obligations in relation to this Agreement, provided that nothing in this Agreement shall make the Subscriber liable for breach of the terms of the Subscription by any Authorized User provided that the Subscriber did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.
10. General. This Agreement constitutes the entire agreement between the parties and may be amended as set forth herein. The headings used in this Agreement are for convenience only and are not to be considered in construing the terms of this Agreement. The Subscriber must pay all applicable taxes, including any sales taxes, value added taxes, and import taxes, other than taxes on ALA’s net income, arising out of the Subscriber’s use of CR or the rights granted under this Agreement.
11. No Assignment. The Subscription may not assign or transfer its rights under this Agreement. The provisions of Sections 7, 9, and 10 shall survive any expiration or termination of this Agreement.
Last updated July 25, 2023