CONTRACT 6501 Service AgreementAgreement No. 6501
SOFTWARE SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO
AND
WORLD BOOK, INC.
THIS AGREEMENT, is entered into this 26TH day of September, 2022, by and
between CITY OF EL SEGUNDO, a municipal corporation ("CITY") and WORLD
BOOK, INC., a ILLINOIS corporation ("CONSULTANT').
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the scope of
services for Online- Advance Differentiated Library product attached as
Exhibits "A and B,"' and incorporated i by reference ("SERVICES"). The
SERVICES include installing and maintaining a software program for
various tasks associated with WORLD BOOK, INC. ("SOFTWARE").
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this ,agreement;
C. As additional consideration, CITY will pay CONSULTANT the
compensation set forth in Exhibit A, but in no event more than Two
Thousand One Hundred Three dollars ($2,103.00).
D. CITY will not be liable for any costs or expenses exceeding the sum paid
to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by
the Parties and by written amendment to this Agreement.
2. TERM. The term of this Agreement will be for one (1) year. This Agreement will
automatically renew, on an annual basis, on its anniversary date unless otherwise
terminated. Unless otherwise determined by written amendment between the parties,
this Agreement will terminate in the following instances:
A. Statement of the work specified in Exhibit "A"
B. Institutional and Business Subscription Agreement specified in Exhibit "B";
C. Termination as stated in Section 7.
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. CONSULTANT understands and agrees that CONSULTANT"s use of any
"self-help" or 'malicious" codes, as defined by this Section, is prohibited
and constitutes an "unfair business practice" as defined by California law.
NotWithstandiing any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
Agreement No. 6501
and damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out,
lock -up, slow -down, data freezing, logic bombs, or other software routine,
code, devices, techniques intended to disable, slow, prevent operation of,
or otherwise interfere with or change any operation of any computer
system, software or other property automatically with the passage of time
or under the prior instruction, triggering event or control of someone other
than Client.
C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm,"
"Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious
software routine, code, command, device, technique, or instruction or
other contaminant intended to
Permit unauthorized access to, detection of, modification of, or
monitoring of any code, system, or data;
ii, Alter, supplement, disable, erase, limit, threaten, infect, assault,
vandalize, defraud, disrupt, damage, disable, shut down or delete,
threaten, slow or otherwise inhibit the functioning of, or otherwise
harm any of the code, documentation or data or any computer
system, software or other property;
iii. Render any data irretrievable, modified, or disrupted so as to be
unreliable in any regard;
iv. Perform any other unauthorized action, or prevent, limit, condition
or inhibit performance of authorized actions or any function
including, without limitation, to its security or end user data.
4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations
and the conditions of any required licenses and permits before entering into this
Agreement. Such compliance will be at CONSULTANT's sole cost and without any
increase in•price or time on account of such compliance, regardless of whether
compliance would require additional labor, equipment, and/or materials not expressly
provided for in the Agreement or CONSULTANT's proposal.
5. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
Agreement No. 6501
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence
or willful misconduct.
H. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY -harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in
settlement or otherwise.
iii. Intellectual Property Infringement. Notwithstanding any
provision to the contrary, CONSULTANT will, at its own
expense, indemnify and defend CITY against any claim that
CONSULTANT's services or work product furnished under this
Agreement infringes a patent or copyright in the United States
or Puerto Rico. In such event, CONSULTANT will pay all costs
damages and attorney's fees that a court finally awards as a
result of such claim. To qualify for such defense and payment,
CITY must (a) give CONSULTANT prompt written notice of any
such claim; and (b) allow CONSULTANT to control, and fully
cooperate with CONSULTANT in the defense and all related
settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such
an intellectual property claim, CITY will permit CONSULTANT,
at its option and expense, either to secure the right for CITY to
continue using CONSULTANT's services and work product or
to replace it with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
Agreement No. 6501
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, Consultant will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Commercial general liability:
Professional Liability
Workers compensation
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name City, its officials, and
employees as "additional insureds" under said insurance coverage and to
state that such insurance will be deemed "primary" such that any other
insurance that may be carried by City will be excess thereto. Such
insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior
written notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," Consultant will continue to
maintain the insurance in effect -for a period of three (3) years after this
Agreement expires or is terminated ("extended insurance"). Such
extended insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
Consultant for all claims made by City arising out of any errors or
omissions of Consultant, or its officers, employees or agents during the
time this Agreement was in effect.
Agreement No. 6501
D. 'Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance
or copies of policies as may be reasonably required by City from time to
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VIL"
E. Should Consultant, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
Consultant's expense and deduct the cost of such insurance from
payments due to Consultant under this Agreement or terminate.
7. TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion,
terminate this Agreement with or without cause by giving written notice to
CONSULTANT. Termination will become effective immediately upon the
giving of notice as provided in this section of the Agreement. The City
Manager may exercise such right of termination on behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY
will be liable to CONSULTANT only for all work done by CONSULTANT
up to and including the date of termination of this Agreement unless the
termination is for cause, in which event CONSULTANT need be
compensated only to the extent required by law.
8. NOTICES
A. CONSULTANT will notify CITY of changes in address. All notices given or
required to be given pursuant to this Agreement will be in writing and may
be given by personal delivery or by mail. Notice sent by mail will be
addressed as follows:
To CITY:
CITY OF EL SEGUNDO
350 MAIN STREET
EL SEGUNDO, CA 90245-3813
To CONSULTANT:
WORLD BOOK INC.
180 N. LASALLE STREET, SUITE 900
CHICAGO, IL 60601
and, when addressed in accordance with this paragraph, will be deemed
given upon deposit in the United States mail, postage prepaid. In all other'
instances, notices will be deemed given at the time of actual delivery.
Agreement No. 6501
Changes may be made in the names or addresses of persons to whom
notices are to be given by giving notice in the manner prescribed in this
paragraph.
9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including
CONSULTANT's subcontractors, will maintain records and other evidence of all
expenses incurred in the performance of this Agreement for a period of three (3) years
after completion. CITY or any of its duly authorized representatives will, for the purpose
of audit and examination, have access to and be permitted to inspect such records and
other evidence of expenses and costs charged to CITY and/or incurred for work related
to SERVICES. For purposes.of audit, the date of completion of the Agreement will be
the date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under
this Agreement.
10.NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent
contractors while performing the SERVICES and will have control of CONSULTANT's
work and the manner in which it is performed, except as is otherwise provided herein.
CONSULTANT will be free to contract for other services performed during the term of
this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled
to participate in any pension plan, insurance, bonus or similar benefits CITY provides for
its employees.
12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity
of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of
the work to a third party for the production of the work without CITY's prior written
consent. Failure to conform to this provision may result in termination of the
Agreement.
13. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit A; Statement of Work Quote Number 00084168
B. Exhibit B; Institutional and Business Subscription Agreement
Agreement No. 6501
14, ENTIRE AGREEMENT. This Agreement, and its Attachments, and World Book's
Institutional and Business Subscription Agreement, sets forth the Parties' entire
understanding. There are no other understandings, terms or.other agreements
expressed or implied, oral or written. There are two (2) attachment to this Agreement.
Except as otherwise provided, this Agreement and World Book's Institutional and
Business Subscription Agreement, will bind and inure to the benefit of the Parties to this
Agreement and any subsequent successors and assigns.
15. MODIFICATION. No alteration, change or modification of the terms of the
Agreement will be valid unless made in writing and signed by both Parties hereto and
approved by appropriate action of CITY. The city manager may exercise this authority
on behalf of CITY.
16. ELECTRONIC SIGNATURES FOR SUBSEQUENT AGREEMENTS. . This
Agreement may be executed by the Parties on any number of separate counterparts,
and all such counterparts so executed constitute one Agreement binding on all the
Parties notwithstanding that all the Parties are not signatories to the same counterpart.
In accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will, be considered.signed when the signature of a party
is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature.
17, TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
CONSULTANT's Taxpayer Identification Number.
18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the
quality, fitness, and capacity to perform the Agreement in a manner satisfactory to
CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and
insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private. parties, and experience in dealing with
public agencies all suggest that CONSULTANT is capable of performing the proposed
contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public agency.
19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition contained in this
Agreement whether of the same or different character. The payment or acceptance of
fees for any period after a default will not be deemed a waiver of any right or
acceptance of defective performance.
20. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
Agreement No. 6501
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
21. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
23. INTERPRETATION; VENUE, This Agreement and its performance will be
governed, interpreted, construed and, regulated by the laws of the State of California.
Exclusive venue for any action involving this Agreement will be in Los Angeles County.
[SIGNATURES ON NEXT PAGE]
Agreement No. 6501
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
Caldero
irector,
Information Technology Services Department
ATTEST:
\' &CD -�'
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
,boa uln Vazquez,
Dees,Uty City Attorney
Hant "l..uj k Management
WORLD BOOK, INC.
Don11 al D. Kell11 er,
Vice President, Finance
World Book, Inc.
Taxpayer ID No.36-2364281
Agreement No. 6501
EXHIBIT "A"
Sales Quotation
World Book Inc.
180 N LaSalle Street, Suite goo
Chicago. IL 60601
Phone: (800) 975-3250
Fax: (880) 922-3766
http:/Avww.worEdbooh.rom
Quote Details
Presented By:
Glselle Shoemaker
Quote Nrunber
00084168
1-Me
Customer Success Specialist
Valid Unfit Date
10125/2022
Phone
(312) 729-5892
WB Accl No
L4962
Email
giselle.slloemakar ..wnddbook.com
Bill To Name
El Segundo Public Library
Ship To Name
El Segundo Public Library
Bill To
111 W MARIPOSA STREET
Ship To
111 W MARIPOSA STREET
EL SEGUNDO, Caiiromta 90245
EL SEGUNDO, Cafifornia 90245
United States
United Slates
"
- ro
015XL � pnline-Advance DlBerentlated Pk Llbrar
9 Y
" "�
1,00: USD 2,103.00 i USD 2.103.00
Payment Option
,Invoice the Institution listed above
Purdlase Carder Ru luired^)'
..,Yes, Purchaso Order M,,,„ _�__
_-No
_.-.Chack or Money Order -
Make Checks payable to World Book Inc.
Subtotal USD 2,103.00
Grand Total USD 2.103.00
_Credit Card
World Book accepts most Credit Cards. Enter your contact
Information and you will be contacted to comptote your
transalliorr.
Print Name
Phone -�
Order Instruction
To place an order;
1. Fax to (888) 922-3766, or
2. Mall to: World Book, Inc. Alin: Order- Praceasing 180 N LaSalle Street, Suite 900 Chicago, IL 60001
Terms & Condition Signature
Standard 8110019 & Handling Is Included In oil pricos. prices are I confirm dial I afn, authorized by the above Institution to make this
subject, to change without nol'ice. School I Library orders directly purchase earl heat the lnslihillon Witt be responsible for the balance
billed or under a purchase order are net 30 days form dale of invoice, due III accordance with the tends specilled,
Tares will apply unless valid Tax Exomplion ID Is provided. This Aulhorized Signature
order Is subject to acceptance In Chicago, IL. For full Terms and Print Name
Conditions see http:lMrorldbook.cvmlleims-conditions.
Date
Agreement No. 6501
EXHIBIT "B°
WORLDB001 CONLINE.COM
1NST'IITT)"T'10nL AND BTISMSS SUBSCREPTION AGRL'E NI'
This Institutional and Business Subscription Agreement sets forth the terms and conditions of your use of the
Site and the Services, each as defined below. Additional terms are contained on the Site. Please read all terms
and conditions carefully. By executing this agreement, you agree to be bound by the terms and conditions
herein, as well as those contained on the Site.
License Grant
a, World Book Online (the "Site") is an on-line information and educational service provided by World Book, Inc.
("World Book) consisting of information, services and content provided by World Book, affiliates of World Book,
and third parties, World Book grants to you a non-exclusive, non -transferable license for you and your authorized
users ("Authorized Users" as defined in Section I(b) below) to access and use the services ("Services"), identified in
the Subscription Information Form (following'this agreement), on the Site subject to the terms and conditions of-
(i) the Terms and Conditions of Use, Privacy Policy and other policies posted throughout the Site (collectively, the
"Additional Terms", which arc incorporated' 'herein by reference, as the same may be changed from time to time by
World Book); and (ii) this Institutional and Business Subscription Agreement. The Additional Terms and this
Institutional and Business Subscription Agreement shall be collectively referred to as the `.`Agreement". In the event
of a conflict between the terms of this Institutional and Business Subscription Agreement and any other terms, the
terms of this institutional and Business Subscription Agreement shall control.
b, The right to use the Services is granted only to you and your Authorized Users and is not transferable or
assignable to any other person or eri6ty. You may permit multiple workstations to access the Services, but only by
Authorized Users. Authorized Users shall be members or affiliates of your organization who are established by
reasonable security measures developed by World Book, such as: User ID, "cookies", IP address, referring URL, or
library card number. User access to the Services utilizing these security measures shall be maintained by you to
prevent unauthorized access to the Services.
c. It is your responsibility to ensure that all use of the Services, including, without limitation, use by Authorized
Users, is strictly in compliance with the terms of the Agreement. You acknowledge and agree that home access to
the Site via a private computer is only permitted by an individual utilizing his or her password, for personal, non-
commercial use. You ,shall not permit utilization of the Site by another institution or entity. Use of your password by
another institution or entity is strictly forbidden and may result in immediate termination of this Agreement.
d. You represent and warrant that the data included in the Subscription Information Form is true and accurate as
of the date your access to the Services is activated by World Book and that you promptly shall inform World Hook
in the event that any data included in the Subscription Information Form needs to be updated or changed.
Usage Obligations
a. Except to the extent expressly provided in this Agreement, you may not copy, use, sublicense, Iease or otherwise
remarket or distribute by any means now or hereafter available any portion of or content on the Site,
b. You agree:
(0 to promptly notify World Book if you or your Authorized Users suspect unauthorized use of the Site;
00 that you and your Authorized Users are responsible for the results obtained, and conclusions drawn,
from your or your Authorized Users' use of the Site;
(iii) that you and your Authorized Users will comply with all applicable laws, regulations, or conventions
in using the Site;
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INSTITUTIONAL AND BUSINESS SUBSCRIPTION AGREEMENT
Page 1 of 4
Agreement No. 6501
EXHIBIT "B"
(iv) that neither you nor your Authorized Users area specifically designated individual or entity under any
U.S. (or other) embargo or otherwise subject, either directly or indirectly, to any order issued by any,
agency of the U.S. Government (or any other government) limiting, barring„ revoking or denying, in
whole or in part, you or your Authorized User's export privileges and that you will ilrunediately notify
World Book in the event you or any of your Authorized Users become subject to any such order, and
(v) that neither you nor your Authorized Users will export or re-export any Site content, directly or
indirectly, -to any countries that are subject to U.S. export restrictions.
The Site
a. The Site is generally available hventy-four (24) hours a day, seven (7) days a week. However, World Book may,
at any time, without notice or liability, restrict the use of the Site or limit its availability in order to perform
maintenance, update the Site, or for any other reasons World Book deems appropriate.
b. To the extent that the Site contains links to other web sites or resources (`Third -Parry Materials"), your use of
such Third -Party Materials shall be governed by any terms and conditions specific to those Third -Party Materials, in
addition to this Agreement. The proprietors of such Third "arty Materials may provide technical support of such
Third -Party Materials, restrict the rase ofsuch Third -Party Materials or limit the availability of such Third -Party
Materials for any reason, World Book shall riot be liable for any Third -Party Material&
C. Title to, ownership of, and all proprietary rights in and to the content contained on the Site are reserved to and will
at all times remain with World Book and its licensors. You shall have only those limited license rights witit respect
to the Site expressly granted to you in this Agreement.. All rights not expressly granted herein are reserved to World.
Book and its licensors.
Warranty
The Site and content contained therein are believed by World Book to be accurate as of Ole date of publication,
HOWEVER, WORLD BOOK OFFERS NO GUARANTEE OR WARRANTY THAT EITHER, THE SITE OR
THE CONTENT THEREIN ARE WITHOUT ERROR. THE SITE AND ITS CONTENT ARE PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WORLD BOOK
EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WORLD
BOOK DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR
FREE. IN ADDITION, WORLD BOOK DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE
FREE OF DEFECTS, INCLUDING WITHOUT LIMITATION, VIRUSES OR OTHER HARMFUL ELEMENTS.
THE USER OF THIS SITE ASSUMES ALL COSTS IN CONNECTION WITH ANY SERVICING, REPAIR OR
CORRECTIONS CAUSED BY USE OF THE SITE.
Limitation of Liability
IN NO EVENT WILL WORLD BOOK OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT
OF OR RELATED TO THE USE OR INABILITY TO USE THE SITE OR ANY INFORMATION CONTAINED
THEREIN (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOST PROFITS, LOSS
OR CORRUPTION OF DATA, OR COMPUTER FAILURE OR MALFUNCTION), REGARDLESS' OF THE
FORM OF ACTION AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
You agree to indemnify, defend and hold harmless World Book (including but not limited to any subsidiaries or
affiliates and licensors) from and against any claims or demands, damages, liabilities, costs, charges and expenses,
including reasonable attorney's fees, that the indemnities may incur as result of your use of the Site and/or your
violation of any covenant or obligation contained in this Agreement.
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1NSMUTIONALAND BUSINESS SUBSCRIPTION AGREEMENT
Page 2 of A
Agreement No. 6501
EXHIBIT "B"
Charges and Payment
You sball pay to World Book or World Book's designee, as appropriate, all invoiced fees and charges due under the
Agreement within thirty (30) calendar days of your receipt of an invoice. You agree to pay all attorney and
collection fees arising from efforts to collect any past -due amounts from you to the maximum extent allowed by law.
Chancres and Notifications
a. World Book may, at anytime, change the Site and/or the content thereof, or the Additional Terms. A summary of
any such changes will be provided to you in the "Subscriber News" section of the Site. If you find any change
World Book makes to be unacceptable, you may cease using the Site and terminate this Agreement in accordance
with its terms. Your continued use of the Site after the effective date of a change constitutes your continued
acceptance of the Agreement and the Site, as changed.
b. It is your responsibility to check the "Subscriber News" section regularly and review any changes made. World
Book may, at its discretion, supplement the above notices: (i) byputting a pop-up notice on your screen when you
access the Site; (ii) by sending you a letter or e-mail; or (iii) utilizing any other reasonable means.
c. If World Book needs to contact you regarding your account, World Book shall do so by regular mail or e-mail. If
you need to contact World Book concerning the Site or your account, you may contact World Book at
sub.questions@worldbookoniine.com.
Term and Termination
a. The initial term of this Agreement shall be for the period of one (1) year from the date your access to the Services
is activated by World Book.
h. Either you or World Book may terminate this Agreement and your access to or use of the Services for any reason
at any time by giving the other party notice of termination in writing. Such termination shall be effective upon
receipt of the notice. World Book may terminate this Agreement and you or your Authorized Users' access to or use
of the Services without notice for your non-payment of any amounts due hereunder and for any conduct by you or
your Authorized Users that World Book determines in its sole discretion, either (i) violates this Agreement; (ii)
interferes with other users' use of the Site, or (iii) is otherwise inappropriate. Upon any termination, your license to
use the Services and to access the Site automatically terminates. In the event that this Agreement is terminated by
World Book for cause or by you for any reason, any fees or charges paid by you to World Book pursuant to this
Agreement will not be refunded or prorated.
c. Those sections ofthis Agreement that should by their nature survive terrination or expiration of this Agreement,
sball survive such termination or expiration
10. Subscription Renewal
This Agreement shall renew for successive additional terms of one (1) year each upon World Book's receipt from
you and acceptance of a valid purchase order or other form of payment approved by World Book to extend the term
of this Agreement. If no valid payment is received and/or accepted by World Book prior to the expiration of the
then -current term, this Agreement will automatically terminate at the end of the then -current term.
11. Miscellaneous
a. This Agreement (together with any additional terms and any attachments hereto) constitutes the entire agreement
between World Book and you, and supersedes all previous written and oral agreements or understandings between
the parties with respect to the Services and the Site.
b. Subject to the terms of this Agreement, any information exchanged between you and World Book while you are
using the Site is not confidential and shall in no way create a confidential relationship..
WORLDBOOKONLINE.COM ReAsed lI/5f12
INSTITUTTIONAL AND BUSr_NESS SUBSCRIPTION AGREEMENT
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Agreement No. 6501
EXHIBIT "B"
c. Any terms varying from or adding to this Agreement in any communication from you are void unless expressly
agreed to in writing by World Boole.
d, If any provision Of this Agreement is held to be invalid or unenforceable for any reason, the validity of the
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WORLDBOOKONLME.COM
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Date:
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