AGREEMENT FOR SUBSCRIPTIONS TO ELECTRONIC VERSIONS OF UCSMP TEXTBOOKS

Subject to payment of the specified subscription fee and to the terms of this Agreement, The University of Chicago (“University”) grants the purchasing person or organization (the “Licensee”) a non-exclusive and non-transferable license of rights as described herein to access the electronic student edition of certain mathematics texts (the “Licensed Textbooks”) during the specified term of subscription.

THIS AGREEMENT DOES NOT CONFER TO LICENSEE ANY TITLE, OWNERSHIP, OR COPYRIGHT TO THE LICENSED TEXTBOOKS OR ANY PORTION THEREOF. ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT ARE RESERVED BY THE UNIVERSITY AND ANY THIRD PARTY FROM WHICH THE UNIVERSITY HAS LICENSED MATERIAL FOR INCLUSION IN THE LICENSED TEXTBOOKS. 

ACCEPTANCE OF TERMS

Activation of copies of the Licensed Textbooks by creating one or more usernames and initial passwords on the website at www.ucsmpdigital.com shall indicate that the Licensee has accepted the terms of this Agreement.

USERS

“Authorized Users” are members of Licensee limited to teaching staff (whether permanent or visiting), employees, students; and any on-site users of the Licensee’s library and computer network facilities.

The Licensee is responsible for safeguarding the username and password assigned to each Authorized User.

INKLING PLATFORM

Access to the Licensed Textbooks is provided by a third party, Inkling Systems, Inc. (“Inkling”) through its proprietary technology platform (the “Inkling Platform”). Licensee’s and its Authorized User’s use of the Inkling Platform is subject to the terms and conditions of Inkling’s Platform Guidelines, accessible at: https://www.inkling.com/terms/platform-guidelines-february-2016/ (the “Inkling Guidelines”). 

Among other things, the Inkling Guidelines set forth the following requirements:

•  Authorized Users will not share User IDs (as defined in the Inkling Guidelines) with any other person;
•  Licensee and its Authorized Users will not: (i) make any portion of Inkling’s services available to anyone other than Authorized Users; (ii) sell, resell, rent, lease, or otherwise distribute any portion of the Inkling’s services; (iii) use Inkling’s services to send or store any personally-identifiable information or data regarding an individual (other than contact information consisting of first name, last name and email address for which Licensee has obtained necessary rights of access and use from the individual), whether or not subject to legal or industry regulation; (iv) use Inkling’s services other than in accordance with the applicable documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of Inkling’s services; (v) attempt to gain unauthorized access to Inkling’s services or Inkling’s or its third party suppliers’ related systems or networks; (vi) access any portion of Inkling’s services for the purpose of building a similar or competitive product or service, or monitor Inkling’s services for any benchmarking or competitive purpose; (vii) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using Inkling’s services; (viii) “frame” or “mirror” any user interface included in Inkling’s services; (ix) copy, modify, translate, or create a derivative work of any portion of the Inkling Platform or any technology or content supplied by Inkling; (x) reverse engineer, reverse assemble, disassemble, or decompile any software included in the Inkling Platform or any technology or content supplied by Inkling, or otherwise attempt to discover any source code, except as otherwise permitted under applicable law; or (xi) alter or remove any copyright, trademark, patent, or other proprietary notice appearing in connection with Inkling’s services.
•  Licensee and its Authorized Users will not use the Inkling Platform in violation of any applicable law or regulations.

Notwithstanding anything to the contrary in this Agreement, Licensee will, and will cause its Authorized Users to, comply with, and be subject to, the terms and conditions of the Inkling Guidelines.

PERMITTED USES

Authorized Users with a current subscription for the Licensed Textbooks may utilize available features of the Inkling Platform to access and view content, perform searches, highlight text, and insert electronic notes for their personal non-commercial use.  Any search results, highlights, and electronic notes are maintained for convenience during each school year and will be deleted each June 30.

Authorized Users may not display, distribute, manipulate, save, or print any substantial portion of the Licensed Textbooks. Authorized Users may not use the Licensed Textbooks to prepare derivative works, re-publish, or otherwise re-produce any portion of the Licensed Textbooks beyond the provisions of fair use without acquiring additional permission from the University.

ACCESS AND AVAILABILITY

The University will make reasonable efforts to ensure that the Licensed Textbooks are available on a 24-hour basis, excluding normal network administration and system down time.  If access is suspended or interrupted, the University’s liability will be limited to attempting to restore access when practicable. 

Notwithstanding anything to the contrary in this Agreement, the University will have no liability as a result of any inability to access the Licensed Textbooks as a result of the unavailability, inoperability, or other cause arising from or relating to the Inkling Platform.

Any inability to access the Licensed Textbooks caused by conditions beyond the University’s control including, but not limited to, Acts of God, government restrictions, wars, insurrections, strikes, fires, floods, power failures, network outages, work stoppages, or damage or destruction of any facilities or services, will not be considered a violation of the terms of this Agreement. 

The University will have no liability for any loss or damage arising out of use or inability to use the Licensed Textbooks.

FEEDBACK AND COMMENTS

By submitting to the University or Inkling any unsolicited suggestions, enhancement requests, comments, feedback or other input relating to the Licensed Textbook or the Inkling Platform or services (“Feedback”), Licensee and its Authorized Users hereby grant to Licensee and Inkling a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate such Feedback into the Licensed Textbooks and Inkling Platform and services in any manner.

PRIVACY POLICY

The University does not ask for, discourages disclosure of, and will not retain or use the personal information of students or any minors.  We do collect certain personal information of teaching staff and employees Licensees designate to activate, manage, or deactivate individual usernames and subscriptions on the www.ucsmpdigital.com web site.

Personal information we collect is stored in our secure databases.  We will occasionally use this information to contact you about your subscriptions or to tell you about new products and services.  The University will not disclose any personal information to any third party unless required by law, regulation, or judicial order; provided, however, the University may disclose such information to Inkling in connection with the University’s and Licensee’s use of the Inkling Platform.

A cookie is a small piece of data sent from a web sit and stored in a user’s web browser while the user is browsing that web site.  We use cookies on the www.ucsmpdigital.com web site, but cookies are not connected to any personally identifiable information you submit while on the site.

The University may update this privacy policy to reflect changes to its information practices. If we make any significant changes, you will be alerted via a notification on our web site.

Licensee’s data may be subject to Inkling’s additional terms, conditions, and policies. Licensee may access these policies by contacting Inkling or accessing Inkling’s website.

RESPONSIBILITY FOR AUTHORIZED USERS

Licensee shall be responsible for any violation of the terms of this Agreement by anyone who accesses the Licensed Textbooks using an Authorized User’s username and password, including any violation of the Inkling Guidelines.

CONDITIONS GOVERNING THIS AGREEMENT

Licensee represents and warrants that it has all the rights necessary to enter into and perform this Agreement.

Licensee will indemnify, defend, and hold the University harmless from and against any claim, liability, loss, or damage (including attorneys’ and consultants’ fees) arising out of any claim brought, made, or alleged against the University that, if true, would have resulted, in whole or in part, from a violation of the terms of this Agreement or the Inkling Guidelines by Licensee, any Authorized User, or any person accessing the Licensed Textbooks using an Authorized User’s username and password.

The specific terms of this Agreement and the business discussion relating to Licensee’s subscription to the Licensed Textbooks shall be held confidential, including information which is or should be reasonably understood to be confidential or proprietary to the discloser of the information. This confidentiality shall survive termination of the subscription.

This Agreement will be governed by the laws of the State of Illinois and the United States of America, and will be deemed to be executed in and performed solely in the State of Illinois. To the extent permitted by applicable law, the parties agree that all actions and proceedings between the parties arising out of or related to this Agreement shall be brought only in a state or federal court located in Cook County, Illinois, and the parties hereby consent to such venue and to the jurisdiction of such courts over the subject matter of such proceeding and themselves.