This Licensing Agreement (hereinafter the "Agreement") is made by and agreed to between Genealogy Today LLC ("GTLLC"), a New Jersey limited liability corporation, and your organization ("You") for the purpose of linking -- for on-premise patron access -- to the "Online Portal" (otherwise known as Local Roots) managed through Genealogy Today Web site features ("Administrator Console") via the Internet.
You acknowledge and agree that by utilizing the GTLLC Online Portal, You will be bound by all the terms and conditions in this Agreement.
1 Relationship. In the context of this Agreement, You are referred to herein as a Portal Administrator. You agree not to:
(a) operate a Web site or transmit e-mail that contains or promotes, any of these types of content: libelous, defamatory, obscene, abusive, bigoted, hate-oriented, hacking or warez, or offer any illegal good or service; and/or
(b) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail;
If You engage in any of the foregoing, You shall be subject to termination and/or deactivation as set forth in Section 6.2. You shall remain solely responsible for Your Web site content and e-mail content. GTLLC is, under no circumstances, responsible for the practices of any Portal Administrator, their respective Web site(s), or e-mails.
2.4 Terminating Portal Administrators. GTLLC has the sole discretion to terminate any administrator from the portal program. Under the terms of this GTLLC Online Portal Agreement, GTLLC is not obligated to provide explanations for terminating administrators.
3.1 Fees. In consideration for compliance with this Agreement, GTLLC shall provide You with access to the Administrator Console and the services listed in Section 3.2. There are no direct fees for the use of the online portal for on-premise patron access.
Fees may exist for attaching premium database subscriptions to your online portal account.
3.2 Services. The GTLLC online portal will provide your organization ("You") with advertising-free access to a variety of free databases and articles hosted at GenealogyToday.com for on-premise patrons.
4.1 Privacy and Confidentiality. You or GTLLC may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality in order to protect any proprietary interests of the disclosing party. "Confidential Information" shall not include (even if designated by a party) information that is or becomes part of the public domain through no act or omission of the receiving party, or is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or that the receiving party had in its possession prior to the date of this Agreement.
The information that You supply to establish and maintain Your Account shall be Your Confidential Information. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through GTLLC's grossly negligent or willful conduct or omission). You shall provide GTLLC with prompt written notification to owner@gentodayllc.com of any known or suspected unauthorized use of Your Account or breach of the security of Your Account.
GTLLC's Privacy Policy that is accessible from the home page of www.genealogytoday.com and may be amended from time to time by way of republication is incorporated into this Agreement.
4.2 Collection and Use of Data. GTLLC may, at Your request, collect information about Your Visitors' activity. GTLLC reserves the right to be able to utilize this data, which may include information about performance statistics, to analyze trends, maintain the integrity of the tracking code and promote any of GTLLC's capabilities.
GTLLC also agrees not to disclose publicly, other than under compulsion of law, including subpoena, any personal or business information that can be linked specifically to any Visitors to Your Web site that result directly from Links on Portal Administrator's Web sites and subscription e-mail mailings to the extent GTLLC collects any such information, including, but not limited to, the Visitor's name, e-mail address, phone number, or any other personal information.
5.1 Term and Notices. The parties acknowledge and agree that submission of application and acceptance of that application will be completed either online or by electronic mail. Parties hereby waive their rights to a written and signed copy of this Agreement. This Agreement shall commence upon Your indication that You have accepted this Agreement by 'clicking through' the acceptance button in the Administrator Console, and, subject to Section 5.2, shall be in effect through one year.
You can give written notice by mail to GTLLC as follows: Attn: Online Portal Services, Genealogy Today, 74 Forest Road, New Providence, NJ 07974.
5.2 Temporary Deactivation and Termination. Either party may terminate this Agreement if the other party breaches this Agreement and fails to cure such breach within 30 days of receipt of written notice from the non-breaching party of the existence and nature of the breach. After the initial Term, either party may terminate this Agreement during a renewal Term without cause upon 90 days prior written notice to the other party. If this Agreement is terminated for Your breach, You shall not be eligible to enter into a new click-on GTLLC Online Portal Agreement, and any attempt to do so shall be null and void.
5.3 Changes. This Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. GTLLC shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by notifying You of such Change, by email, at least fourteen (14) days prior to the Effective Date of such Change; provided, however, that either party shall have the right to terminate this Agreement pursuant to Section 6.2 in event that You do not agree to such Change.
GTLLC will make a reasonable attempt to notify Affiliate of such modification(s), but cannot guarantee success of any notification. Modifications may include, but are not be limited to, changes in the scope of applicable Fees, payment schedules, payment procedures, and Program rules.
5.4 Survival. The provisions of this Section and Sections 4, 5.1, 5.2, 6.3, 6.4, 7, 8.2, 8.4, and 8.5 shall survive the termination of this Agreement.
6.1 Business Operations. Each party will make reasonable commercial efforts to keep its Web site operational during normal business hours. However, the parties agree it is normal to have a certain amount of system downtime and agree not to hold each other liable for any of the consequences of such interruptions.
6.2 Authority and Compliance with Laws. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. Each party is responsible for compliance with the applicable local laws in the jurisdiction from which it operates and represents and warrants such compliance.
6.3 Limitation of Liabilities. IN NO EVENT WILL GTLLC, ITS SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THE GENEALOGY TODAY WEB SITE ("THE SITE") BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEB SITES LINKED TO THE SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE MATERIALS OR INFORMATION FROM THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6.4 Disclaimer of Warranties. THE SERVICES AND MATERIALS PROVIDED BY THE GENEALOGY TODAY SITE ("THE SITE") ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. GTLLC further does not warrant the accuracy and completeness of the materials at the site. GTLLC may make changes to the materials at the site, or to the Databases and prices described in them, at any time without notice. The materials at the site may be out of date, and GTLLC makes no commitment to update it. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
7 Indemnification. You agree to indemnify and hold GTLLC and its suppliers harmless from and against any and all claims, suits, costs, damages and judgments (including but not limited to attorneys' fees) incurred, claimed or sustained by third parties, for your breach of this Agreement and for claims of liability and/or malpractice or misfeasance in the performance of services ("Claims"), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of your relationship with GTLLC.
8.1 Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor.
8.2 Choice of Law/Attorneys Fees. This Agreement is governed by the laws of the State of New Jersey (USA), except for its conflict of law provisions. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys fees and costs. GTLLC controls and operates its Web site from its offices in the U.S.A. and access or use where illegal is prohibited.
8.3 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
8.4 Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
8.5 Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Your use of the Administrator Console is irrefutable acknowledgement by You that You have read, understood and agreed to each and every term and provision of this Agreement.