Combined Subscription and Distribution Agreement for the AMICA Library from Cartography Associates

PLEASE SCROLL DOWN AND READ THE SUBSCRIBER AGREEMENT and the separate Distribution Agreement from Cartography Associates below. Both of these agreements govern your use of the AMICA Library which is an electronic art image and information database. If you click on the “view collection” button, you thereby agree to be bound by the terms of both of these agreements.
AMICA Independent Scholar Subscription Agreement
This Agreement sets forth the terms and conditions under which an independent scholar (“Subscriber”), may receive access to and use the AMICA Library, the compiled digital library of visual and documentary from contributing resources. By agreeing to abide by all the terms and conditions of this Agreement, an independent scholar becomes eligible to receive access to and use the AMICA Library as a Subscriber.
Terms and Conditions
1. Definitions
“The AMICA Library” is an information product created by Cartography Associates through the compilation of AMICA Works and other materials.
“AMICA Work” means the digital image, catalog record, and all other related digital multimedia or text documentation of a work of art from contributing museums.
“Subscriber” means an individual either with an avocational interest in art and art history, or with professional interests in art and art history, and who is authorized by Cartography Associates to receive access to and use the AMICA Library under the terms and conditions of this Agreement.
2. Grant of License
Cartography Associates hereby grants to the Subscriber a non-exclusive, limited license to access and use the visual and documentary resources of the AMICA Library exclusively for education, research and scholarship. The AMICA Library is protected under U.S. copyright law and other applicable intellectual property and proprietary information laws. The contents of the AMICA Library may be protected under trademark law, the laws of privacy and publicity, and other laws. Whenever a work from the AMICA Library is displayed in a scholarly presentations, Subscriber must display, all required copyright management information, including copyright notices, the name of the creator of the work, the name of the owner of the copyright, and terms and conditions for the use of specific works. An acknowledgement of Cartography Associates and the AMICA Member contributing the work must also be displayed.
3. Delivery and Support
Delivery and support of the AMICA Library is exclusively through Cartography Associates. The Subscriber is entitled to receive access to the AMICA Library upon agreeing to Cartography Associates terms and conditions of delivery and support. Continued acceptance of Cartography Associates' terms and conditions of delivery and service is a condition of this Agreement.
4. Designated User
Subscriber, personally and individually, is the only person who may receive access to and use the AMICA Library under the terms and conditions of this agreement. Subscriber may not authorize or give access to any other person(s).
5. Access and Use of the AMICA Library
Access to and use of The AMICA Library under this Agreement is exclusively for education, research, and scholarship. Publication, redistribution, or any commercial use of any AMICA Works or materials, in whole or in part, is strictly prohibited. Under this license, the Subscriber may: 1) display AMICA Library resources on a computer, print on paper, and in other ways that facilitate individual scholarly research and use; 2) copy AMICA Library resources to personal computer file space solely for study or research and solely for the term of this license; 3) adapt AMICA Library resources for personal scholarly use; and 4) reproduce and publicly display AMICA Library resources as part of a presentation at a professional or scholarly meeting that takes place during the term of this Agreement. Under this license, Subscriber may NOT: 1) publish, distribute, sell, post to a computer network or to the Internet (including transmission by e-mail); 2) publicly perform or publicly display (except as part of a presentation at a scholarly meeting) any AMICA Library resources without prior written permission from any affected copyright holders; or 3) provide access to the AMICA Library or works to any other individuals who are not Subscribers or Designated Users of the AMICA Library under an active subscription agreement.
6. Unauthorized Use
Subscriber is solely responsible for maintaining the security of the AMICA Library resources under Subscriber's control, including the confidentiality of any Cartography Associates user authentication or copyright protection system (such as password access). Subscriber must immediately notify Cartography Associates of any known or suspected unauthorized use(s) of the AMICA Library, or any known or suspected breach of security, including the loss, theft, unauthorized disclosure, or breach of any AMICA copyright protection system or any unauthorized access to or use of the AMICA Library through Subscribers account.
7. Warranties and Representations
Cartography Associates warrants and represents that it has the authority to enter into this Agreement. Cartography Associates further warrants and represents that it has obtained all the clearances necessary to permit the Subscriber to use the materials in the AMICA Library for research and scholarship. THE AMICA LIBRARY IS PROVIDED ON AN “AS IS” BASIS, AND CARTOGRAPHY ASSOCIATES DISCLAIMS ANY AND ALL OTHER WARRANTIES AND REPRRESENTATIONS REGARDING THE AMICA LIBRARY OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Subscriber warrants that he or she is an individual either with an avocational interest in art and art history, or with professional interests in art and art history.
8. Term and Termination
This Agreement shall come into force upon receipt by Cartography Associates, which shall notify Subscriber of such receipt and shall remain in effect through the end of the subscription year as set forth in the delivery and support services agreement. Cartography Associates may terminate this Agreement at any time by written notice to the Subscriber because of any failure of the Subscriber to perform or observe any material term of this agreement. The Agreement must be renewed annually, and the Subscriber must annually declare that s/he continues to be qualified to be a Subscriber.
9. Miscellaneous Provisions
The terms and conditions of this Agreement supersede all prior oral and written Agreements between the parties with respect to the subject matter of this Agreement and shall constitute the entire Agreement between the parties with respect to the matters contained herein. The Parties to this Agreement shall not assign, subcontract, or sublicense this Agreement or any of the rights and obligations thereunder. All notices required of subscriber shall be sent to Cartography Associates by email, By clicking on the “view collection” button, the Subscriber agrees to the terms and conditions set forth in this Agreement. Annual renewal of this subscription by Subscriber shall constitute the declaration required in Section 8 above that the Subscriber continues to be qualified to be a Subscriber.
This Distribution Service Agreement (the “Agreement”) is made by and between Cartography Associates, LLC, a California limited liability company (“Distributor”), and the individual accepting this agreement (“Subscriber”), with reference to the following:
A. Distributor has been authorized to distribute the AMICA Library (the “Content”) to users like Subscriber.
B. Subscriber has accepted an Independent Scholar Subscription Agreement (the “Subscription Agreement”) from Cartography Associates to access and use the Content.
C. Subscriber wishes to use certain applications systems licensed by Distributor from a third party, and to obtain from Distributor certain services and support, in accessing and using the Content in accordance with the Subscription Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Distributor and Subscriber agree as follows:
1 . Services Covered
The Distributor will provide Subscriber with the following services hereunder (the “Services”): Distributor will provide Subscriber with access to the Content through Insight, an applications program owned by Luna Imaging, Inc., a California corporation (“Luna”), and licensed to Distributor for this purpose. Such access will be provided 24 hours a day every day of the year (with limited exceptions as required for scheduled maintenance and in the case of emergencies). Access to the Content shall be by the Insight Web Browser, including updates from time to time.
2. Limited Rights
Subscriber acknowledges that the Content is owned or licensed from third parties by Cartography Associates; that Insight is owned by Luna; that the Content is the exclusive property of the respective licensors; that Insight is the exclusive property of Luna; that Distributor grant no license rights or other rights in the Content to Subscriber not expressly granted in this Agreement or the License Agreement; and that Distributor and Luna grant the Subscriber no license or other rights in Insight not expressly granted in this Agreement. Subscriber shall access and use the Services in accordance with the terms of this Agreement and the Subscription Agreement. NOTWITHSTANDING ANY PROVISION HEREIN, THIS AGREEMENT IS NOT INTENDED TO EXPAND OR MODIFY THE RIGHTS GRANTED BY CARTOGRAPHY ASSOCIATES TO SUBSCRIBER UNDER THE SUBCRIPTION AGREEMENT, AND THE SUBSCRIBER SHALL NOT MAKE ANY USE OF THE CONTENT THAT IS PROHIBITED BY THE TERMS OF THE SUBCRIPTION AGREEMENT.
3. Charges and Payment
There will be no charge to the Subscriber for use of the Services. This includes Subscriber license.
4. Term, Renewal, and Termination
The term of this Agreement shall begin on the date Subscriber views the Content and shall continue as long as the Content is offered. If Distributor, in its sole discretion, ceases to offer any Service or any portion of a Service, Distributor may in its discretion terminate this Agreement in its entirety or with respect to the affected Service(s).
5. Limitations Of Warranty And Liability
In offering access to the Content through Insight, Distributor relies upon certain representations, warranties, and obligations of third parties. Accordingly, Distributor cannot and does not make any representations or warranties with respect to the Content, Insight or the performance of any third party. All Services are provided “as is” and without warranty. None of Distributor, or its licensors, or Luna can or do warrant that the Content or Insight is free of errors or inaccuracies, that use of the Content by Subscriber will be satisfactory or uninterrupted, or that the results obtained from such use will be adequate for the purposes intended by Subscriber. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES. DISTRIBUTOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR ANY OTHER, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DISTRIBUTOR'S LIABILITY FOR DAMAGES, IF ANY, HEREUNDER SHALL IN NO EVENT EXCEED THE PAYMENTS MADE BY USER FOR ANY DEFECTIVE SERVICE. Neither Distributor nor Subscriber shall be liable or considered in default under this Agreement when the delay of performance is caused by circumstances beyond its reasonable control and occurring without its fault or negligence, including failure of suppliers, subcontractors, and carriers, acts of civil or military authorities, national emergencies, fire, flood, acts of God, insurrection, and war, provided the party invoking this Section does everything reasonably possible to provide notice of such circumstances to the other and to resume its performance under this Agreement as soon as commercially feasible.
6. General Provisions
If any portion of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall not affect the legality, validity, or enforceability of the remaining provisions. This Agreement shall be deemed amended (a) to reform if possible the illegal, invalid, or unenforceable provision to the minimum extent necessary to be lawful, valid, and enforceable, and (b) if not possible so to reform it, to sever the illegal, invalid, or unenforceable provision from the Agreement. This Agreement constitutes the entire understanding between Distributor and Subscriber regarding its subject matter and supersedes all prior understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, amendment, or other modification shall be valid or binding unless in writing, signed by both parties, and, to the extent (if at all) that the rights of any licensor are, in Distributor's judgment, affected thereby, approved by such licensor. In the event of any dispute arising out of or relating to this Agreement that does not relate to breach of confidentiality or intellectual property rights, the parties agree first to work together in good faith to resolve the matter between themselves by escalating it to higher levels of their respective management. If through such internal negotiations no resolution is reached within sixty (60) days, the parties agree to submit such dispute to non-binding mediation before a mediator to be selected by mutual agreement. The fees and costs of the mediation shall be borne equally by the parties, except that each shall be responsible for its own fees and expenses. Sections 3, 4, 5 and 6 of this Agreement shall survive the Agreement's termination or expiration. Cartography Associates LLC 
San Francisco , California 


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