End User License Agreement
Axis 360 and KnowledgePoint
This End User License Agreement, as amended by B&T (defined below) from time to time (“EULA”), applies to any and all use of Axis 360 (as defined below, which includes KnowledgePoint) and any borrowing or use of eContent (defined below) supplied by or through Axis 360. By using Axis 360, You (defined below) are acknowledging Your acceptance, without limitation or qualification, all of the terms and conditions of this EULA. If You do not accept all of the terms and conditions of this EULA, You may not use Axis 360.
“Authorized eContent Term” means, as to any eContent, the period of time that such eContent is available for Check Out from Library or School.
"Authorized User Created eContent" means any Authorized User Review(s), information, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material that You or any Authorized User posts, publishes or communicates through the use of Interactive Services or LightSail.
“Authorized User Review(s)” means star ratings and comments contributed by Authorized Users relating to eContent or Other eContent hosted on the Axis 360 System.
“Axis 360” refers to the Axis 360 System and Axis 360 Services, including the system known as KnowledgePoint.
“Axis 360 Public Library Privacy Statement” means the privacy statement, as amended by B&T from time to time, which is posted on Axis 360 and accessible through a link provided on the Axis 360 homepage, which applies to You and your use of Axis 360, without limitation or qualification, when You access Axis 360 through your Library.
“Axis 360 School Privacy Statement” means the privacy statement, as amended by B&T from time to time, which is posted on Axis 360 and accessible through a link provided on the Axis 360 homepage, which applies to You and your use of Axis 360, without limitation or qualification, when You access Axis 360 through your School or, if applicable, LightSail.
“Axis 360 System” means the digital eContent management system established by B&T for the Library for the purpose of supplying and hosting eContent.
“Axis 360 Services” means all services involved in supplying and hosting of eContent via the Axis 360.
“B&T” means Baker & Taylor, LLC, its successors, assigns and subsidiaries.
“B&T Providers” means any person or entity providing eContent to B&T.
“Check-Out Period” means the authorization and enablement of an Authorized User to access or download eContent from the Axis360 System for display on the Authorized User’s personal electronic reading device (or electronic reading device supplied by the Library or School) for a period of time consistent with the Check Out policies of the Library or School, as applicable, but not beyond the Authorized eContent Term applicable to such eContent. Such access or download must be for personal, educational, non-commercial use only. You have no right to re-sell, redistribute, share, e-mail, post, make publicly available, upload, print, or burn to a disk, any eContent.
“DRM" means such digital rights management requirements as may be placed on eContent by the publishers and/or licensors supplying eContent to B&T.
“eContent" means such copyrighted books, audiobooks, video and other proprietary works in digital format that are licensed to Library or School by B&T and/or its agents for inclusion in the Axis 360 System.
“EULA” means this license agreement posted on Axis 360, as amended by B&T from time to time, which You and other Authorized Users must accept in order to use Axis 360 and download and display eContent.
“Interactive Services” means interactive services available on Axis 360, including but not limited to viewing or participating in a book club, posting reviews, sending comments, creating lists, creating profiles, submitting any Authorized User Created eContent or otherwise participating in any interactive features.
"Interactive Services Authorized User" means You and any other Authorized User using the Interactive Services.
“Library” means such public, academic, school, special or private library used by You and/or other Authorized Users to access Axis 360.
“LightSail” means the adaptive literacy platform offered by LightSail Education that is or may be integrated with Axis 360.
“Other eContent” means materials that may be added to the Axis 360 System by Library or School.
“School” means such public or private school teaching on a K-12 (kindergarten through twelfth grade) level or part of that level used by You and/or other Authorized Users to access Axis 360.
“Software” means Axis360, LightSail and/or other software and related information available on Axis 360 or LightSail, and the digital rights management included with eContent.
"You", "Your", and "Yours" refer to the Authorized User utilizing Axis 360.
"We", "Us" and "Our" refer to B&T.
2. LICENSES AND RESTRICTIONS
If You agree to the terms of this EULA by using Axis 360, the following license and restrictions shall apply to Your use of Axis 360:
a. B&T grants You a limited, nonexclusive, nontransferable, revocable license to access and make personal, non-commercial use of Axis 360 and the eContent for the Check-Out Period in accordance with the terms of this EULA, provided that You comply at all times with this EULA. Your use of eContent must also comply at all times with the fair use privilege under the U.S. copyright laws (see, e.g., 17 U.S.C. Section 107).
Additional terms and conditions may apply to the use of LightSail, which would be contained in the license documentation associated therewith.
b. In addition to any other restrictions contained or referenced herein, You may not do any of the following unless otherwise expressly agreed by B&T in writing:
- create any derivative of any eContent;
- modify, reproduce, copy, or resell, eContent or any portion or derivative thereof;
- disassemble, reverse engineer, emulate, decompile, tamper with, or commercially use Axis 360, eContent, or any portion or derivative thereof;
- rent, loan, sell, lease, license, sublicense, transfer, transmit, network, forward, reproduce, display, distribute, publish, or otherwise make any of eContent available to any third party;
- copy or download any other Authorized User's account or profile information for the benefit of any third party;
- enable high volume, automated, electronic processes that apply to Axis 360 or its systems, eContent or any portion or derivative thereof;
- use any robot, spider, data miner, crawler, scraper or other automated means to access or index Axis 360 or its systems, eContent, or any portion or derivative thereof for any purpose;
- interfere or attempt to interfere with the proper working of Axis 360;
- bypass any B&T, Library or School measures used to prevent or restrict access to any portion of Axis 360, eContent or any portion or derivative thereof;
- bypass, modify, tamper, defeat or circumvent any of the security components, special rules or other applications that protect Axis 360, eContent, LightSail or other Software;
- frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of B&T;
- use B&T’s name, trademarks, services marks or logos in any meta tags or any other "hidden text";
- compile, repackage, disseminate or otherwise use data extracted from Axis 360 or LightSail;
- attempt to gain unauthorized access to any portion or feature of Axis 360, or any other systems or networks connected to Axis 360 or to any B&T server, or to any of the services offered on r through Axis 360, by hacking, password “mining” or any other illegitimate means;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send on or through Axis 360 or any service offered on or through Axis 360;
- post eContent to Usenet, or any third party website, or provide eContent to others by any other means, such as an intranet system, a public or private hosting service, peer-to-peer sharing, or RSS feeds;
- pretend that You are, or that You represent, someone else, or impersonate any other individual or entity; or
- remove or obscure any copyright or other proprietary notices that appear in eContent.
- use Axis 360, eContent or LightSail for any purpose that is unlawful or prohibited by these EULA, or to solicit the performance of any illegal activity or other activity which infringes the rights of B&T or others.
c. You may not transfer the eContent from one electronic reading device to another without maintaining the applicable digital rights management solution for that eContent. You may not bypass, modify, defeat or circumvent any of the security features, special rules or other applications that protect the eContent.
d. Any unauthorized use of Axis 360, eContent, or any portion thereof, by You shall automatically terminate the license granted to You by B&T. In such event, Your use of Axis 360, eContent, or any portion thereof must immediately cease.
e. If You are a child under age 13, any activities or services offered on Axis 360 which require registration, including Interactive Services, are not available to You without the prior written consent of Your parent or legal guardian. If You are under age 13, You may not submit or post personal information on or to Axis 360 unless B&T has first received, in advance of Your submission or post, verifiable written consent of Your parent or legal guardian. If You are under age 13, B&T does not knowingly collect personal information from You, or use or disclose any such personal information, without first receiving written consent from Your parent or legal guardian.
f. All rights not expressly granted to You hereunder are reserved to B&T and/or B&T Providers and/or their respective licensors. B&T reserves the right to modify or discontinue the offering of any eContent at any time.
3. INTELLECTUAL PROPERTY
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Marks”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Marks, contained on Axis 360, LightSail and/or the eContent, is owned, controlled or licensed by or to B&T and/or B&T Providers and/or their respective licensors, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. The Marks of B&T and B&T Providers and/or their respective licensors may not be used by You without prior written consent of B&T or B&T Providers and/or their respective licensors, as the case may be.
You acknowledge that Axis 360 contains eContent that is protected by copyrights, trademarks, trade secrets, and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies, now existing and/or hereinafter developed. All eContent is or may be copyrighted as a collective work under the U.S. copyright laws, and B&T owns a copyright in the selection, coordination, arrangement, and enhancement of such eContent on Axis 360.
In order to be able to use and/or download eContent, You must install Axis 360 onto your computer or electronic reading device(s) if Axis360 is not already preloaded.
There may be separate end user license agreements that You may need to accept in connection with the specific hardware or Software You use to interact with Axis 360. Your failure to accept and agree to the terms of those agreements may prevent, restrict and/or limit Your ability to use Axis 360 or LightSail.
Unless expressly stated in writing by B&T otherwise, B&T is a distributor and not a publisher of eContent. B&T has no editorial control over such eContent. B&T does not undertake, and is not obligated, to review eContent, Other eContent or Authorized User Created eContent. B&T does not make any representation, warranty or guarantee as to the accuracy, completeness, or usefulness of any eContent, Other eContent or Authorized User Created eContent. Under no circumstance will B&T be liable for any loss, damage or harm caused by any reliance on or use of eContent, Other eContent or Authorized User Created eContent obtained through Axis 360. It is Your responsibility to evaluate the accuracy, completeness or usefulness of the eContent, Other eContent or Authorized User Created eContent available through Axis 360.
5. REQUESTS FOR ECONTENT
B&T reserves the right at any time after receipt of Your request for eContent to accept or decline such request for any reason.
6. RIGHT TO TERMINATE USERS
B&T may issue a warning, temporarily suspend, indefinitely suspend or terminate any right to use or access all or any part of Axis 360, without notice, for any reason in B&T’s sole discretion, including without limitation violation of the EULA, B&T’s belief that such access would violate any applicable law or would be harmful to the interests of, or potentially cause financial loss or legal liability to, B&T, any B&T Provider or an Authorized User.
7. PASSWORDS AND ACCOUNT SECURITY
You are responsible for (i) keeping Your Axis 360 ID confidential and secured, (ii) avoiding unauthorized access to Your computer or reading device and (iii) keeping the e-mail address, if any, associated with Your Axis 360 ID current. You accept full responsibility for all of Your activities that occur within the B&T Interactive Services.
8. AUTHORIZED USER-CREATED ECONTENT AND AUTHORIZED USER INTERACTION
This Section applies to the activities of persons who are using Interactive Services on Axis 360. Interactive Services may be used only for lawful purposes in accordance with this EULA. If You are using any Interactive Services and post, publish or communicate any Authorized User Created eContent, please choose carefully the information that You post and/or provide to other Authorized Users. You are prohibited from posting on or transmitting through Axis 360 any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law.
B&T reserves the right, in its sole discretion, to reject, refuse to post or remove any posting or other Authorized User Created eContent (including private messages) by You, or to deny, restrict, suspend, or terminate access to all or any part of the Interactive Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. B&T reserves the right, in its sole discretion, to remove Your profile and/or deny, restrict, suspend, or terminate Your access to all or any part of the interactive community services for any reason.
If You become aware of misuse of the Interactive Services, including any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violates any applicable law, please notify B&T, the Library or School, as applicable.
Notwithstanding the foregoing, B&T assumes no responsibility for ongoing monitoring of Axis 360 or for removal or editing of any Authorized User Created eContent, even after receiving notice. B&T assumes no liability for any action or inaction with respect to conduct, communication, or Authorized User Created eContent within the Interactive Services.
If You use Interactive Services, You may not post Authorized User Created eContent that:
- involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
- contains restricted or password only access pages or hidden page or images (those not linked to or from another accessible page);
- solicits passwords or personal identifying information for commercial or unlawful purposes from other Authorized Users;
- involves commercial activities and/or sales such as contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph or video of another person that You have posted without that person's consent;
- circumvents or modifies, or attempts to circumvent or modify, or encourages or assists any other person in circumventing or modifying any security technology or software that is part of Axis 360;
- involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
- covers or obscures the banner advertisements on Your personal profile page;
- involves any automated use of Axis 360, such as, but not limited to, using scripts to add friends or send comments or messages;
- interferes with, disrupts, or creates an undue burden on Axis 360 or the networks or services connected to the Interactive Services;
- impersonates or attempts to impersonate another Interactive Services Authorized User, person or entity;
- uses the username or Axis360 ID of another Interactive Services Authorized User at any time or permits any third party to access the personal information of any Authorized User;
- or uses any information obtained from Axis 360 in order to harass, abuse, or harm another person or entity, or attempting to do the same.
If You use Interactive Services, You may upload to or otherwise submit to B&T for distribution on Axis 360 only (i) Authorized User Created eContent that is not subject to any copyright or other proprietary rights restrictions; or (ii) Authorized User Created eContent in which the owner or licensor has given express authorization for B&T to distribute over the Internet.
If You use Interactive Services, You may not upload, embed, post, e-mail, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Any copyrighted or other proprietary Authorized User Created eContent distributed with the consent of a copyright owner should contain a phrase such as "Copyright, owned by [name of owner]; used by permission."
If You use Interactive Services, You assume all liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from an unauthorized submission or submission of Authorized User Created eContent. B&T assumes no liability for any damage resulting from any infringement of copyrights or proprietary rights, or from any other harm arising from any Authorized User Created eContent.
If You submit Authorized User Created eContent within the Interactive Services, You, as a user of Interactive Services, automatically grant, or represent and warrant that the owner or authorized licensor of such Authorized User Created eContent has expressly granted B&T the royalty-free, perpetual, irrevocable, right and license to use, reproduce, publish, translate, sublicense, copy, modify, delete, enhance and distribute the Authorized User Created eContent in whole or in part worldwide and/or to incorporate such Authorized User Created eContent in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Authorized User Created eContent.
If You submit Authorized User Created eContent within the Interactive Services, B&T is entitled to presume that all Authorized User Created eContent conforms to the foregoing requirements. Please be aware that any unauthorized submission of copyrighted or other proprietary Authorized User Created eContent by You is illegal.
To protect B&T from any improper use by You of Axis 360, eContent, Other eContent, Interactive Services, or Software, and/or any breach by You of this EULA or any violation of any law or the rights of a third party by You, You hereby agree to indemnify and hold B&T and each B&T Provider harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any such improper use by You.
10. DISCLAIMERS AND LIMITATION OF LIABILITY
B&T is not responsible for and makes no warranties, express or implied, as to any eContent, Other eContent or Authorized User Created eContent appearing on or accessed through Axis 360. To the fullest extent permissible by applicable law, B&T and each B&T Provider disclaims all implied warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Without limiting the foregoing, neither B&T nor any B&T Provider makes any representation or warranty of any kind, express or implied:
- as to the operation of Axis 360, or the eContent, Other eContent, Software, or Authorized User Created eContent;
- that Axis 360 will be uninterrupted or error-free;
- as to the accuracy, completeness, reliability, or currentness of, or the results to be obtained from, any information, eContent, Other eContent or Authorized User Created eContent, service, or merchandise provided through Axis 360;
- as to the non-infringement of any third party rights of Axis 360, eContent, Other eContent, Authorized User Created eContent, or Software; or
- that eContent, Other eContent, Authorized User Created eContent, or Software are free of viruses, scripts, trojan horses, worms or other harmful components.
Any material or data obtained through the use of Axis 360 is at Your own discretion and risk and You understand that You will be solely responsible for any resulting damage. Under no circumstances shall B&T be responsible for any loss or damage, including personal injury or death, resulting from use of, or inability to use, Axis 360, from any eContent, Other eContent, Software or Authorized User Created eContent posted on or through Axis 360.
Profiles and third party applications created and posted by Authorized Users on Axis 360 may contain links to other websites. B&T is not responsible for the eContent, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by B&T. Inclusion of any linked website on Axis 360 does not imply approval or endorsement of the linked website by B&T. When You access these third party sites, You do so at Your own risk. B&T takes no responsibility for third party advertisements or third party applications that are posted on or through Axis 360, nor does it take any responsibility for the goods or services provided by its advertisers. B&T is not responsible for the conduct, whether online or offline, of any Authorized User.
B&T assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Authorized User communication. B&T is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet, including any injury or damage to Authorized Users or to any person's computer related to or resulting from participation or downloading materials in connection with Axis 360.
With respect to eContent related to the medical field, You acknowledge that medicine is an ever-changing science. As new research and clinical experience broaden knowledge in the field, changes in treatment and drug therapy are required. In view of the possibility of human error or changes in medical sciences, neither B&T nor B&T Providers warrant that the information contained in eContent is in every respect accurate or complete, and they are not responsible for any errors or omissions or the results obtained from the use of such information.
You are encouraged to confirm the information obtained from eContent with other sources. For example, and in particular, You are advised to check the product information sheet provided in the package of each drug they plan to administer to be certain that the information contained in the eContent is accurate and that changes have not been made in the recommended dose or in the contraindications for administration. This recommendation is particularly important in connection with new or infrequently used drugs.
B&T does not guarantee the continuous, uninterrupted or secure access to Axis 360 or any related services. The operation of Axis 360 may be interfered with by numerous factors outside the control of B&T.
Neither B&T nor any B&T Provider will be liable for any direct, indirect, incidental, special or consequential damages arising from the use of Axis 360, eContent, Other eContent, Authorized User Created eContent, Interactive Services, or Software, or from any inaccuracy, delay, interruption of service, error or omission, regardless of cause, relating thereto, even if B&T or any B&T Provider have been advised of the possibility of such damages.
Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to a Authorized User, some or all of the above disclaimers, exclusions, or limitations may not apply to such Authorized User, and such Authorized User may have additional rights.
11. U.S. GOVERNMENT RIGHTS
You agree that by using Axis 360 and accessing eContent that: (i) You does not reside in a country subject to embargo or export controls by the U.S. Government; (ii) You are not on the List of Denied Persons as published by the U.S. government; and (iii) You will not use Axis 360 or any eContent for any illegal purpose.
Because Axis 360, eContent, and related technical data are subject to U.S. export controls, Authorized User agrees that Authorized User shall not upload, export or "re-export" (transfer) any eContent.
The provisions of this EULA are intended to be severable. If for any reason any provision of this EULA shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
The failure of B&T to exercise or enforce any right or provision of this EULA shall not operate as a waiver of such right or provision, nor shall any course of conduct between B&T and You or any other party be deemed to modify any provision of this EULA.
14. APPLICABLE LAW; JURISDICTION; WAIVER OF JURY TRIAL
The laws of the State of North Carolina USA will govern this EULA, without giving effect to any principles of conflicts of laws.
Authorized User agrees to submit to the nonexclusive personal jurisdiction of the courts located within Mecklenburg County, North Carolina, United States of America, and waives any objection to the laying of venue of any litigation in said courts. Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation (including but not limited to any claims, counterclaims, cross-claims, or third party claims) arising out of, under or in connection with this EULA. Further, each party hereto certifies that no representative or agent of either party has represented, expressly or otherwise, that such party would not in the event of such litigation, seek to enforce this waiver of right to jury trial provision. Each of the parties acknowledges that this section is a material inducement for the other party entering into these EULA.
15. DIGITAL MILLENNIUM COPYRIGHT ACT
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If You believe in good faith that materials hosted by B&T, including eContent, Other eContent and/or Authorized User Created eContent, infringe Your copyright, You (or Your agent) may send B&T a notice requesting that the material be removed or access to it blocked. The notice must include the following information (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow B&T to locate the material on Axis 360; (d) the name, address, telephone number and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. B&T suggests that You consult Your legal advisor before filing a notice. Also, be aware that there can be penalties for false claims under the DMCA.
B&T reserves the right to take steps B&T believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these EULA. You acknowledge and agree that B&T may preserve any transmittal or communication by You with B&T or any third party through Axis 360 or otherwise. You agree that B&T has the right, without liability to You, to disclose any such transmittals or communications and any registration data and/or account information to law enforcement authorities, government officials, and/or a third party, as B&T believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these EULA or any applicable law.
18. HEADINGS; MODIFICATION
Headings used in this EULA are for reference only and shall not affect the meaning of any terms. B&T reserves the right to make changes to this EULA at any time without notice or liability.
19. ENTIRE AGREEMENT
The EULA, including all documents referenced herein, represents the entire understanding between Authorized User and B&T regarding Authorized User's use of Axis 360, eContent, Other eContent, Authorized User Created eContent, Interactive Services, or Software, and supersedes any prior statements or representations.