emusicquest Database License Agreement

Database License Agreement

For The Music-In-Print Series® Users

This is a LICENSE AGREEMENT between the UNDERSIGNED, either an individual or an entity, (hereafter the "LICENSEE"), and emusicquest, a Pennsylvania sole proprietorship, (hereafter the "LICENSOR"), collectively the "PARTIES".

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE SIGNING. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE DATABASE BETWEEN THE PARTIES, AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.

Section 1 - License Grant

LICENSOR hereby grants to LICENSEE, and LICENSEE accepts, a non‑exclusive, revocable and non-transferable license to use the database and related program contents contained therein (collectively referred to as the "Database" as defined in Section 2 below). LICENSEE's use shall be limited to searching the database, viewing search results displayed on a computer screen, and printing search results displayed on computer screen for LICENSEE's personal, educational, or research use only. Database may be accessed only at an on-site computer, or by an authenticated, off-site user with LICENSEE affiliation. Rights granted herein are limited and are to be strictly construed.

NO OWNERSHIP RIGHT IS GRANTED BY THIS AGREEMENT. All rights not specifically granted herein are reserved by LICENSOR.

LICENSEE agrees not to sub‑license, pledge, lease, rent, or share rights granted to LICENSEE. No copies of the Database or any portions thereof may be made by LICENSEE or any person under LICENSEE's authority or control. Furthermore, LICENSEE shall not:

(a) Share passwords and/or access codes;

(b) Duplicate the Database;

(d) Reverse engineer, de‑compile, de‑compose, or disassemble any aspect of the Database;

(e) Modify, translate, adapt, or otherwise make derivative works of the Database;

(f) Separate the Database into component parts for use on more than one computer;

(g) Alter, remove or obscure any proprietary legend, copyright or trademark notice contained in or on the Database;

(h) Attempt to unlock or bypass any initialization or security systems utilized by the Database; or

(i) Share, use and/or transmit any portion of the Database via the Internet in contravention of this Agreement.

Section 2 - Database

Database means the following products of the LICENSOR, including but not limited to one or more bibliography listings and search and retrieval programs, purchased under the terms and conditions set forth herein and any renewals of the same. Database may include one or more of the following: The Music-In-Print Series; Sacred Choral Music In Print; Secular Choral Music In Print; Organ Music In Print; Classical Vocal Music In Print; Orchestral Music In Print; String Music In Print; Classical Guitar Music In Print; Woodwind Music In Print; Piano Music In Print; Band Music In Print; Brass Music In Print; Percussion Music In Print; Handbell Music In Print; Recorder Music In Print; Harp Music In Print; Popular Music In Print; Miscellaneous Music In Print; and The Music In Print Series - Publisher Directory.

Section 3 - LICENSOR's Rights

LICENSEE acknowledges and agrees that the Database and any accompanying documentation are proprietary products of LICENSOR, whether or not copyrighted. LICENSEE further acknowledges and agrees that all right, title, and interest in and to the Database, including all associated intellectual property rights, are and shall remain with LICENSOR. This Agreement does not convey to LICENSEE an interest in or to the Database, but only a limited right of use revocable in accordance with the terms of this Agreement.

LICENSEE shall treat and protect the Database in a manner consistent with the maintenance of copyright and trade secret rights, and shall take appropriate action in that regard. The provisions of this paragraph shall survive any termination or expiration of this Agreement.

Section 4 - License Fees

LICENSEE shall pay to LICENSOR a License Fee for use of the Database for the Term, as defined in Section 5 below. LICENSEE shall provide payment of the License Fee to LICENSOR within thirty (30) days of the invoice date. License Fee is subject to change upon renewal of this Agreement.

Section 5 - Term and Renewal

This Agreement is effective upon receipt of access information by LICENSOR, hereafter the Effective Date, and shall expire one year therefrom. This Agreement is renewable for one or more additional Terms.

LICENSEE shall provide payment of a renewal fee prior to the expiration of the current Term. Failure to provide timely payment of the renewal fee shall result in the termination of this Agreement and termination of access to the Database at the end of the current Term.

LICENSOR may terminate this Agreement upon an alleged material breach of one or more provisions of this Agreement by LICENSEE, provided that LICENSEE has been given a period of up to 30 days to provide a cure of the alleged material breach.

Upon termination of this Agreement, LICENSEE agrees to destroy and/or delete all materials related to the Database.

Section 6 - Limited Warranty

LICENSOR warrants that the Database does not infringe upon copyright materials of any third party.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE DATABASE AND ANY DOCUMENTATION ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 7 - Limitation of Liability

LICENSOR's cumulative liability to LICENSEE or any other party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the License Fee paid by LICENSEE for use of the Database. In no event shall LICENSOR be liable for any lost profits, losses due to business interruption or other damages, including direct, indirect, incidental, consequential, special, or exemplary damages, arising out of this Agreement or the use of the Database licensed hereunder.

Section 8 - Governing Law and Venue

This Agreement is governed by the laws of the State of Pennsylvania. Venue for any cause of action arising under this Agreement shall be in the state and/or federal courts located in the State of Pennsylvania.

Section 9 - Miscellaneous

If any provision of this Agreement is unlawful, void or for any reason declared unenforceable by any court of competent jurisdiction, that provision shall be deemed severable from, and shall in no way effect the validity or enforceability of, the remaining provisions.

Section 10 - No Waiver

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Section 11 - Acceptance

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT I AGREE TO BE BOUND BY ITS PROVISIONS.

UNDERSIGNED/LICENSEE LICENSOR

________________________________ ________________________

Signature Signature (not valid without signature)

________________________________

Print Name Print Name

________________________________ Sole Proprietor

Title Title

________________________________ emusicquest

Company Name

________________________________ P.O. Box 112, Lansdale, PA 19446

Address Address

_____________________________ _____________________________

Date EFFECTIVE DATE