BNA LICENSE
AGREEMENT
This License Agreement is
between THE BUREAU OF NATIONAL AFFAIRS, INC., 1801 S. Bell Street, Arlington,
VA 22202, and/or a wholly owned subsidiary of BNA including TAX MANAGEMENT
INC., and BNA INTERNATIONAL, INC., referred to collectively as “BNA,” and
“Customer.” This License Agreement shall
apply to Customer’s and each User’s access to and/or
use of any BNA electronic product.
Access to and/or
any use of the Licensed Products will constitute acceptance of all terms and
conditions contained herein. This License Agreement incorporates by reference
all applicable Order Forms. For purposes
of this Agreement, “Order Form” shall mean any agreement, invoice,
purchase order, or subscription confirmation detailing the terms of Customer’s
subscription to one or more Licensed Product(s). If you do not agree
with the terms and conditions stated herein, immediately contact BNA to
discontinue access (Customer Relations, telephone: 1-800-372-1033, e-mail:
customercare@bna.com). Renewal of any
Subscription for any Licensed Product following any changes to this License
Agreement will constitute acceptance of those changes.
1. License. BNA grants to Customer and each User a
non-exclusive, non-transferable, limited right to access and use the Licensed
Products in accordance with this License Agreement. Customer is solely
responsible for selecting, purchasing, installing and maintaining the hardware,
equipment, and other software necessary to use the Licensed Products, and for
access and similar charges incurred under third party information provider
subscription agreements (e.g., WestlawÒ, LexisNexisÔ).
Customer agrees to keep the terms of any applicable Order Form strictly
confidential and agrees to not disclose, either directly or indirectly, the
terms of such Order Form.
2. Customer. The term “Customer” shall include all Users
authorized to have access to the Licensed Products. The terms and conditions of this Agreement
shall apply to each such User. If requested by BNA, Customer will identify to
BNA, in writing, the names and addresses of each such User.
a. If applicable,
the number of Users and/or locations must not exceed the maximum number of
users and/locations specified on the Order Form.
b. Users must be
employees of Customer and shall not include third parties such as consultants,
contractors, and subcontractors.
3. Payment. At the beginning of the Subscription Term,
BNA will send an invoice to Customer to one designated billing address. If Customer upgrades a Subscription (e.g.,
increases the number of maximum authorized Users), BNA will invoice Customer
for additional Subscription Fees at the prices in effect at the time of the
change, on a pro rated basis over the remainder of the current Subscription
Term.
a. Within sixty
(60) days after agreeing to a new Subscription, Customer must notify BNA of any
existing BNA subscription that needs to be cancelled as a result of the new
Subscription. If Customer gives timely
notice, BNA will apply any payments made by Customer on the unfulfilled portion
of the existing Subscription to amounts owed for the new Subscription.
b. All
Subscription Fees listed on the Order Form are exclusive of any taxes and
charges for replication, telecommunication, software, hardware, and other equipment. BNA is required by law to collect all state
and local sales, use, and similar taxes that apply to a Customer’s
purchase. Unless the Customer provides
BNA with a valid, complete, and signed tax exemption certificate applicable to
the Licensed Product’s ship-to locations, Customer is responsible for paying
sales and all other taxes associated with the order. If applicable, a separate charge for these
taxes will be shown on the invoice.
Customer agrees to promptly pay such invoice.
c. All payments are
due to BNA within thirty (30) days after the invoice date. After thirty (30) days, BNA will assess
interest on all amounts reflected in the invoice at a rate of 1% per
month. BNA may also immediately
terminate access to the Licensed Products by Customer and Users without further
notice if BNA does not receive payment within sixty (60) days after the invoice
date.
4. Renewals. BNA reserves the right to revise its prices
for renewal Subscriptions at any time and without notice. Customer’s payment of any renewal invoice
will constitute acceptance of the renewal price and the renewed Subscription,
which will continue to be otherwise governed by this License Agreement
(including any applicable Order Form).
The conditions of payment described in section 3 shall apply to all
payments of renewal invoices.
5. Copyright. The Licensed Products contain proprietary
Content and/or Software of BNA that is protected by copyright and other laws
respecting proprietary rights. The Licensed Products also may contain similarly
protected licensed proprietary material of third party licensors. BNA and its licensors retain all rights in
the Licensed Products, including (without limitation) all copyright and other
proprietary rights worldwide in all media. Customer and Users may not use the
Licensed Products except as expressly permitted under this Agreement, the
Copyright Guidelines (www.bna.com/corp/copyright.htm),
and under
6. Use of the Licensed Products.
a. Authorized end
users may access the Licensed Products for their individual or personal use as
permitted by the Copyright Guidelines (www.bna.com/corp/copyright.htm). Customer may not use the Licensed Products
for commercial purposes, including, but not limited to, the sale of the
Licensed Products or bulk reproduction or distribution of the Licensed Products
in any form. Except as specified herein, or otherwise authorized in
writing by BNA or appropriate licensor, any routine or systematic distribution
of any portion of the Licensed Products is strictly prohibited. The rights
granted here are an expansion of the rights granted under the Copyright Act and
do not include any rights to reproduce in its entirety any portion of the
Licensed Products or materials contained therein. No
part of the Licensed Products may be duplicated in any medium or format beyond
the express terms of this Agreement without prior written authorization from
BNA, Attention: Permissions Manager (e-mail: permissions@bna.com). Any use not
authorized by the Agreement is prohibited and is not a fair use under the
b. Except as specified herein, or otherwise
authorized in writing by BNA, Customer
may not and may not permit others to: reproduce, create derivative works from,
perform, publish, transmit, distribute, sell (or participate in any sale), or
otherwise access, use, or exploit any material retrieved from or contained in
the Licensed Products in any manner whatsoever that may infringe any copyright
or proprietary interest of BNA or any Licensors; store any content from the
Licensed Products in any information storage and retrieval system; distribute
the information contained in the Licensed Products to any Person who is not
duly authorized to use or receive the Licensed Products; distribute, rent,
sublicense, lease, transfer or assign the Licensed Products or this License
Agreement; decompile, disassemble, or otherwise reverse-engineer the Licensed
Products, or alter, translate, modify, or adapt the Licensed Products to create
derivative works; make use of “framing” or other means of redirecting content;
copy and redistribute (internally or externally) any tables of contents,
highlights, indexes, or other finding aids included in the Licensed
Products. Customer may, however,
from time to time, for business purposes only, provide content from the BNA Labor
Plus to its clients and customers, so long as the content provided is not an
exact reproduction of the Licensed Products in their entirety. For example, Customer may perform a search
for specific topics in the BNA Labor Plus and may then distribute those results
to a client for its use, but not for further distribution. Customer may not redistribute an entire copy
of any Licensed Product to a client in any format.
c. Customer is
expressly prohibited from placing or installing any portion of the Licensed
Products on any electronic media, including, but not limited to, local or wide
area networks, timesharing services, multiple processing units, multiple site
arrangements, service or software rental bureaus, list servers, online
services, electronic bulletin boards or forums, Web sites, or any other server
that is Internet-enabled, without written authorization by BNA.
d. Customer and
each User acknowledge that the Licensed Products (and the licensed materials
contained therein) are highly proprietary in nature and that unauthorized
copying, transfer or use may cause BNA or its licensors irreparable injury that
cannot be adequately compensated for by means of monetary damages. Customer and
each User agree that BNA may enforce any breach of this License Agreement by
Customer or any User by means of equitable relief (including, but not limited
to, injunctive relief) in addition to any other available rights and
remedies. Unauthorized reproduction,
transfer, and/or use may be a violation of criminal as well as civil law.
7. Disclaimer of Professional Advice. The information provided through the Licensed
Products is not a substitute for legal and other professional advice. Customer and/or each User should always
consult his or her own legal or other professional advisors for legal or other
professional advice.
8. Limitation
of Liability.
a. While BNA and its Licensors attempt to
include accurate and complete Content in the Licensed Products and error-free
Software, occasional errors or omissions may occur in the Licensed Products.
BNA will make reasonable efforts to correct these errors or omissions or cause
the appropriate Licensor to correct these errors or omissions. NEVERTHELESS, NEITHER BNA NOR SUCH OTHER PARTIES
can make ANY representation regarding the accuracy OR COMPLETENESS of THE
CONTENT PROVIDED OR THE ERROR-FREE NATURE OF THE SOFTWARE PROVIDED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
LICENSE AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO THE CUSTOMER AND USERS
“AS IS.” BNA, ITS LICENSORS, AND
SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS MAKE NO OTHER
WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED. BNA, ITS LICENSORS, AND
SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DO NOT WARRANT THE
ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS FOR
A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE INFORMATION THEY CONTAIN
OR THE METHOD OF DELIVERING THAT INFORMATION TO USERS.
BNA, ITS LICENSORS, AND SUPPLIERS OF CONTENT AND SOFTWARE FOR THE
LICENSED PRODUCTS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND
RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ERRORS IN OR
OMISSIONS FROM ANY LICENSED PRODUCT AND ITS CONTENT, INCLUDING TECHNICAL
INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT
THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HOT LINKS IN ANY LICENSED
PRODUCT, (C) THE UNAVAILABILITY OF ANY LICENSED PRODUCT, (D) ANY USE OF ANY
LICENSED PRODUCT, (E) ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH
ANY LICENSED PRODUCT, OR (F) ANY RELIANCE ON THE INFORMATION CONTAINED IN THE
LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
b. In no event shall BNA or its officers,
directors, employees, shareholders, agents or representatives be liable to any
User, any Customer, or any other Person for any special, indirect, incidental,
exemplary or consequential damages or loss of goodwill in any way arising from
or relating to this License Agreement or resulting FROM the use of or inability
to use any Licensed product or the performance or non-performance of any
obligations under this License Agreement, including the failure of essential
purpose, even if such User, Customer, or other Person has been notified of the
possibility of likelihood of such damages occurring. Some states do not allow the limitation or
exclusion of implied warranties or liability for incidental or consequential
damages, so the above limitations or exclusions may not apply to all Customers
or their respective Users.
c. IN NO EVENT MAY
CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST BNA MORE THAN
ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
d. IF THE
FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, BNA’S LIABILITY FOR DAMAGES
UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY
EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER FOR ANY
LICENSED PRODUCT PURSUANT TO ANY APPLICABLE ORDER FORM.
e. Customer agrees
to indemnify, defend, and hold BNA and its licensors and suppliers harmless
from and against any and all third party claims and losses arising out of or in
any way related to any use of the Licensed Products, or of any content, data or
documentation received through the Licensed Products by Customer or any of its
Users, regardless of the form of action.
9. Subscription
Term and Termination.
a. Except as otherwise provided, the
subscription to each Licensed Product is non-cancelable and shall continue
during the applicable Subscription Term; provided however, that this License
Agreement or a subscription may be terminated for any of the following
reasons: (a) By either BNA or the
Customer, effective at the end of the Subscription Term, if the terminating
party delivers to the other party written notice of its intent to terminate the
applicable Order Form no less than 30 days before the last day of the
Subscription Term; (b) immediately by BNA if BNA does not receive payment of any
Subscription Fees within 60 days after the invoice date; (c) by either BNA or
the Customer, upon written notice to the other party, if the other party
materially breaches any provision of this License Agreement and the other party
fails to remedy that breach within 30 days after such party gives written
notice to the defaulting party of such breach; (d) immediately by BNA if BNA
reasonably believes that the Customer or any User has engaged in activity that
violates applicable law or any provision of this License Agreement; or (e) by
either party if the other party has any proceedings instituted by or against it seeking relief,
reorganization or arrangement under any laws relating to insolvency, or any
assignment for the benefit of creditors, or the appointment of a receiver,
liquidator or trustee of any of its property or assets, or the liquidation,
dissolution or winding up of its business.
b. All obligations
under this License Agreement when terminated shall survive termination with
respect to any events occurred, or any money that was accrued and owing, prior
to the effective date of any termination under this License Agreement.
10. Discontinuation of Publication. Occasionally BNA may discontinue a publication, or
add/delete specific publications from a package of combined publications. Customers who have individual subscriptions to the
discontinued publication (i.e., do not subscribe to a package of publications)
will be offered
a comparable publication, if available.
If no comparable publication is available, or if Customer chooses not to
accept the offer of a comparable publication, BNA will provide, at its option,
either a pro rata credit against subsequent Subscription Fees, or a pro rata
refund of the unused portion of the Subscription Fees paid for such
discontinued publication. BNA also may
occasionally change, suspend, or discontinue an aspect of the Licensed Products
at any time, including the availability of any feature, database, or content. In such case, BNA will use reasonable efforts
to notify Customer of such changes.
11. Government
Customers. U.S. Government rights to
use, modify, reproduce, release, perform, display, or disclose these technical
data and/or computer data bases and/or computer software and/or computer
software documentation are subject to the limited rights restrictions of DFARS
252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS
227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable
for U.S. Department of Defense procurements and the limited rights restrictions
of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions
of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and
any applicable agency FAR Supplements, for non-Department of Defense Federal
procurements.
12. CD-ROM disks. To prevent inadvertent reliance on outdated
information, each BNA CD-ROM is rendered inoperable after a certain period
which may vary depending on the particular Licensed Product. Customer will
receive appropriate updates according to the Licensed Product's publication
schedule through the Subscription Term.
13. Notices. Notice under this Agreement shall be made in
writing; sent via certified mail, return receipt requested, U.S. Express Mail
or private express or mailgram service, or by telefacsimile, or by email (with
receipt specifically confirmed via telephone); effective upon receipt at the
address stated below; and addressed as follows, unless the sending party is
notified in writing of a change of address, in which event notice shall be sent
to the new address: If to BNA, to 1801 S. Bell Street, Arlington,
VA 22202, Attn: General Counsel. If to Customer, to the address included on
the applicable Order Form.
14. Miscellaneous Provisions.
a. Force Majeure. BNA shall not be liable for failure to
perform any part of this License Agreement where such failure is due to fire,
flood, power outages, strikes, labor troubles or other industrial disturbances,
inevitable accidents, war (declared or undeclared), acts of terror,
commercially unreasonable hostile acts by a Third Party with respect to the
Licensed Products (including a denial of service attack), embargoes, blockages,
legal restrictions, governmental regulations or orders, riots, insurrections,
or any cause beyond the control of such party.
However, BNA shall use diligent efforts to resume performance. This License Agreement shall not be regarded
as terminated or frustrated as a result of such failure of performance that
does not exceed six (6) months, and the parties shall proceed under this
License Agreement when the causes of such non-performance have ceased or have
been eliminated.
b. No Waiver. Should BNA or any Customer fail to exercise
or enforce any provision of this License Agreement or to waive any rights in
respect thereto, such waiver or failure shall not be construed as constituting
a continuing waiver or waiver of any other right.
c. Choice of Law. This License Agreement shall for all purposes
be governed and construed in accordance with the law of the Commonwealth of
Virginia without regard to its choice-of-law rules.
d. Entire Agreement. Unless
otherwise specified in any applicable Order Form, this License Agreement, as it
may be amended from time to time, constitutes the entire agreement between each
Customer and BNA, and supersedes all prior or contemporaneous writings,
discussions, agreements, and understandings of any kind, with respect to the
subject matter of this License Agreement.
e. Severability. If any provision of this License Agreement
shall be held to be unenforceable, the parties shall renegotiate those
provisions in good faith to be valid, enforceable substitute provisions, which
provisions shall reflect as closely as possible the intent of the original provisions
of this License Agreement. If the
parties fail to negotiate a substitute provision, this License Agreement will
continue in full force and effect without that provision and will be
interpreted to reflect the original intent of the parties.
f. Third Party Beneficiaries. All beneficial rights (other than the right
to collect fees) granted to or reserved in this License Agreement by BNA,
including limitations of liability, warranty disclaimers, confidentiality,
ownership, limitation of damages, and indemnification for third party claims,
shall accrue to and are for the benefit of Licensors to the same extent as
BNA. Except as expressly stated therein,
nothing contained in this License Agreement is intended to create third party
beneficiaries thereof or thereunder.
g Each Party Acting Independently. BNA and each Customer agree that, for
purposes of any applicable Order Form, each is acting independently of the
other, that they are not joint venturers, and that neither is an agent, partner
or joint venturer of the other.
h. Amendment and Assignment. Neither this License Agreement nor any Order
Form shall be changed, modified or amended except by a writing signed by a duly
authorized officer of BNA and the Customer.
No Customer may assign this License Agreement or any rights or
obligations created under this License Agreement without the prior written
consent of BNA.
i. Headings and Cross-References. The headings in this License Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. All references to
Sections or headings shall be deemed references to such parts of this License
Agreement, unless the context shall otherwise require.