Thank you for Your order for access to and use of Affiliate Services. If your order is accepted by OCLC as described in Section 2 below, Your access to and use of Affiliate Services are subject to the following terms and conditions (the "Terms" or collectively with the Order Form, this “Agreement”). Submission of Your Order Form signifies Your agreement to these Terms.
“Affiliate Services” means the Tools, Data, Search Box and other services made available to You by OCLC through the OCLC Affiliate Services web site and/or associated TCP/IP services.
“Subscriber” means any of the following who have subscribed to Affiliate Services as described in these Terms: (i) an individual accessing and using Affiliate Services on his or her own behalf; (ii) an individual or entity on whose behalf Affiliate Services are being accessed and used by his/her/its authorized representative; or (iii) an individual or entity that develops or authorizes the development of an application which makes use of Affiliate Services.
“Member Subscriber” means a Subscriber who is a current OCLC Governing Member, Member or CatExpress subscriber.
“You” or “Your” means Subscriber or Member Subscriber, whichever applies.
“Account” means Your current access credentials which are recognized by OCLC as authentic.
“Order Form” means the order form (including these Terms) made available to You by OCLC for purposes of ordering a subscription to Affiliate Services.
“Data” means bibliographic data, search terms and other information made available to You or users of Your application by OCLC through Affiliate Services.
“Search Box” means the downloadable WorldCat search box made available to You by OCLC through Affiliate Services.
“Tools” means interfaces and data streams made available to Your application by OCLC through Affiliate Services.
“Purposes” means: (i) managing and enabling access to library services, library materials, library resources and information related thereto; (ii) managing and enabling access to services, materials, resources or information of interest to library patrons; and/or (iii) other purposes disclosed by You on Your Order Form and accepted in writing by OCLC.
“Commercial Use” means: (i) sale or resale of Data, the Search Box and/or Tools (including, without limitation, sale or resale of rights therein under a licensing arrangement or otherwise); (ii) use of Data, the Search Box and/or Tools as part of or to facilitate a service for which You or a user of Your application receives a fee (including, without limitation, fees from advertising placed on service interfaces); or (iii) sale or resale of an application which makes use of Affiliate Services.
ORDERING AFFILIATE SERVICES
You will be granted the right to access and use Affiliate Services after each of the following has occurred: (i) You have submitted an Order Form to OCLC containing all required information, including, without limitation, the purposes, web sites and applications for which Affiliate Services will be utilized; (ii) Your agreement to these Terms (which is signified by Your submission of an Order Form); and (iii) OCLC’s written acceptance of Your order for access to and use of Affiliate Services (which may be indicated by OCLC sending You an electronic message stating that Your subscription to Affiliate Services has begun). OCLC reserves the right to refuse to accept any order for any reason in OCLC’s sole discretion.
Once You have agreed to these Terms, each instance of access to and use of Affiliate Services initiated by Your Account shall be governed by these Terms.
USE OF AFFILIATE SERVICES
Tools. OCLC grants You a nonexclusive, nontransferable license to use Tools in your applications solely to accomplish the Purposes. The following activities are prohibited, and You agree not to engage in (or permit) such activities:
use of Tools other than as authorized by these Terms or in any unlawful manner;
Commercial Use except as disclosed on Your Order Form and accepted in writing by OCLC;
reproduction, distribution, display or disclosure of Tools except to the extent reasonably required for use of the Tools to develop applications accomplishing the Purpose; and
introduction of viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Tools.
Data. OCLC grants You a nonexclusive, nontransferable license to use Data by permitting users to access Data through your applications solely for the Purposes. The following activities are prohibited, and You agree not to engage in (or permit) such activities:
use of Data other than as authorized by these Terms or in any unlawful manner;
Commercial Use except as disclosed on Your Order Form and accepted in writing by OCLC;
use of Data in connection with mass e-mailings, promotions, advertising, or solicitations (such as "spam"), including, without limitation, commercial advertising, informational announcements, and mail bombing;
use of bots, spiders, or other automated information-gathering devices or programming routines to "mine" or harvest material amounts of Data;
reproduction, distribution, display or disclosure of Data except to the extent reasonably incidental to use for the Purposes as authorized herein;
creation of or repackaging in a database containing material amounts of Data; and
introduction of viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of the Data.
Search Box. OCLC grants You a nonexclusive, nontransferable license to download and use the Search Box solely for the Purposes. Your use of the Search Box shall conspicuously display a graphic that indicates that the Search Box is provided by OCLC. You may not:
engage in Commercial Use except as disclosed on Your Order Form and accepted in writing by OCLC;
omit, obscure, hide or alter the Search Box graphics (including, without limitation, OCLC’s “WorldCat” and WorldCat logo trademarks/service marks), OCLC's proprietary rights notices affixed to or provided with the Search Box, or any other information OCLC intends you to display with the Search Box;
charge users for searches made using the Search Box;
alter the operation of the Search Box; or
use any OCLC trademark or service mark except to the extent displayed by OCLC in the Search Box graphics.
Other Services. Other services made available to You through the OCLC Affiliate Services web site and/or associated TCP/IP services may be subject to additional fees and terms and conditions which will be communicated to You at the time such other services are available for Your use.
Your Application. You may make Your application utilizing Affiliate Services available to users only for the Purposes and in accordance with these Terms. You agree to communicate the usage restrictions set forth in this Section 3 to users in writing and to condition use of Your application on users’ compliance with such restrictions. OCLC reserves the right to enforce the usage restrictions directly against any user of Your application.
You agree to include a link to the OCLC Registries Service and/or OCLC’s WorldCat.org service in Your applications utilizing any Affiliate Service. OCLC will make the necessary linking information available. OCLC may change, modify and/or discontinue Affiliate Services at any time and for any reason without liability. You agree to identify to OCLC using the method provided by OCLC all web sites where You are using or intend to use an Affiliate Service. You will enable OCLC to view any of the identified web sites at its sole discretion. You may not mirror any portion of the OCLC Affiliate Services web site on any web site.
“OCLC”, “WorldCat”, “WorldCat.org” and the WorldCat logo are registered trademarks/service marks of OCLC Online Computer Library Center, Inc. OCLC, its affiliates and/or their respective suppliers own all right, title and interest, including, without limitation, all intellectual property rights, in and to their respective trademarks/service marks and Affiliate Services. Except as expressly provided for in these Terms, OCLC, its affiliates and/or their respective suppliers retain all rights, title and interest in and to their respective trademarks/service marks and Affiliate Services.
Within thirty (30) days after invoice, You shall pay the applicable annual subscription fee for Affiliate Services in accordance with such invoice. (OCLC may require prepayment of such annual license fee at its discretion.) All subscription fee payments shall be made in U.S. dollars (or such other currency as may be specified as acceptable to OCLC on the Order Form) at the address stated on the invoice. Fees specified under these Terms are exclusive of any taxes. If OCLC, Your OCLC-affiliated regional network or OCLC’s authorized distributor is required to collect a tax to be paid by You, You shall pay such tax to such party, as appropriate, on demand.
You agree to promptly notify OCLC in writing of any misuse of Your Account or any breach of these Terms initiated through Your Account.
TERM AND TERMINATION.
Your subscription to Affiliate Services shall commence on the date OCLC provides You with written acceptance of Your order and shall automatically renew annually until terminated by You or OCLC in accordance with these Terms.
At least ninety (90) days prior to the end of each annual subscription period, OCLC will notify You by regular mail or email that Your subscription to Affiliate Services will automatically renew at the end of the current annual subscription period. If You notify OCLC, in writing, at least thirty (30) days prior to the renewal date that You do not wish to renew Your subscription, Your subscription will terminate at the end of the current annual subscription period. If You do not provide OCLC with such notice, Your subscription will be renewed for the next annual subscription and You will be invoiced for the applicable subscription fee.
You may terminate this Agreement at any time by notice to OCLC, provided that in the event of such termination, any subscription fees previously unpaid or other amounts due become immediately due and payable and You shall not be entitled to a refund of any subscription fees or other amounts paid.
OCLC may terminate this Agreement effective at the end of the then-current annual subscription period upon at least thirty (30) days prior written notice to You. If Your subscription is controlled via access counters, OCLC will, in the event of such termination, refund on a prorata basis the portion of the annual subscription fee You paid reflecting unused access; provided that the amount to be refunded to You exceeds One Hundred United States Dollars (US$100).
If You breach any of Your obligations under these Terms, OCLC may, in addition to any other remedies that it may have, at any time terminate this Agreement by not less than ten (10) days' prior notice to You specifying any such breach, unless within the period of such notice all breaches specified therein have been remedied. (OCLC may, in its sole discretion, suspend Your access to Affiliate Services immediately upon Your breach of these Terms pending Your remedy of such breach within the ten (10) day period specified above.) In addition, OCLC may terminate this Agreement upon notice to You if You become bankrupt or assigns Your business for the benefit of creditors or if any receiver, trustee, or similar officer is appointed to take charge of Your business or properties
(i) Except as provided in subpart (ii) of this Section 6.F below, in the event of the expiration or termination of this Agreement, (a) Your subscription to Affiliate Services ends; and (b) You shall cease all use of Tools, Data and the Search Box, and remove the use of Tools, Data and the Search Box from Your computer systems, web sites and other applications. You shall certify in writing Your compliance with this Section 6.F(i) upon OCLC’s request.
(ii) OCLC recognizes that, in some cases, it may be appropriate to permit You to continue to provide users of Your applications with access to Data received through Affiliate Services prior to termination of this Agreement. Accordingly, in the event of termination of this Agreement by OCLC pursuant to Section 6.D above, You may, provided You are in full compliance with these Terms, request in writing that OCLC agree to permit You to continue to provide users of Your applications (which were disclosed on Your Order Form and accepted by OCLC in writing) with access to Data received through Affiliate Services prior to the effective date of termination of this Agreement. OCLC will respond to Your request in writing. If OCLC agrees to Your post-termination use of Data, OCLC’s written response will set forth the terms and conditions that will govern such use and require Your written agreement to such terms and conditions. (The terms and conditions required by OCLC will typically be these Terms, which shall be deemed to survive termination of this Agreement for purposes of governing post-termination use of Data; however, OCLC may condition its permission to such use of Data on Your agreement to additional or different terms and conditions.) OCLC may refuse Your request for post-termination use of or access to Data for any or no reason, at its sole discretion, without liability to You or any third-party.
Sections 3.G, 4, 5, 7, 8 and 9 of these Terms shall survive expiration or termination of this Agreement for any reason.
REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY
You represent and warrant that You have carefully read these Terms and understand them.
If You are accessing and using Affiliate Services on behalf of another individual or entity or developing an application which makes use of Affiliate Services on behalf of another individual or entity, You represent and warrant that You are authorized to and do hereby bind that individual or entity to these Terms.
You are responsible for all damages, liabilities, losses, costs and expenses (including attorneys’ fees) incurred by OCLC and/or its affiliates (including those incurred in connection with third-party claims) as a result of Your breach of Your representations or warranties or any of the other provisions of these Terms.
OCLC represents and warrants to You that it has the right to grant a subscription for access to and use of Affiliate Services in accordance with these Terms. In the event of any claim that Your use of Affiliate Services in accordance with these Terms violates any third-party copyright or other intellectual property right, OCLC’s liabilities and Your remedies shall be solely as provided in Section 8 below.
OCLC shall exert its reasonable efforts to provide Affiliate Services in accordance with OCLC’s then-current, published product descriptions. Except as stated in Section 7.D above and the first sentence of this Section 7.E, the OCLC Affiliate Services web site and Affiliate Services are provided “AS IS” and Your use of and reliance on the OCLC Affiliate Services web site and/or Affiliate Services is solely at Your own risk. OCLC does not warrant the completeness, performance or accuracy of the OCLC Affiliate Services web site or Affiliate Services. OCLC, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING THE OCLC AFFILIATE SERVICES WEB SITE AND AFFILIATE SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. IN NO EVENT SHALL OCLC, ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS HAVE ANY LIABILITY WHATSOEVER FOR, AND YOU HEREBY EXPRESSLY RELEASE OCLC, ITS AFFILIATES AND THEIR RESPECTIVE SUPPLIERS FROM DAMAGES OR LIABILITY OF ANY KIND ARISING FROM CLAIMS RELATED TO THE OCLC AFFILIATE SERVICES WEB SITE, AFFILIATE SERVICES OR ANY ACT UNDERTAKEN OR OMISSION MADE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT OCLC, THE AFFILIATE OR THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If You are a California resident, You waive Your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations similarly waive their rights under analogous laws, statutes, or regulations. Some states do not permit the exclusion of warranties, so the above warranty exclusions may not apply to You.
You acknowledge that Affiliate Services may provide links to web sites or sources of content which are not under the control of and are not maintained by OCLC. OCLC is not responsible for and does not endorse or guarantee the content of those sites.
Neither party shall have any liability or obligation to the other for indirect, incidental, consequential or exemplary damages, whether based on contract, tort or any other legal theory and regardless of whether a party foresaw such damages.
OCLC, at its own expense, shall defend any action brought against You, to the extent that it is based on a claim that use of Affilate Services in accordance with these Terms infringes a United States copyright or other United States intellectual property right and shall hold You harmless from any liability for damages, reasonable attorneys' fees and other payments ordered by a court as a result of such a claim or resulting from the settlement thereof, provided You notify OCLC promptly in writing of the action and OCLC has sole control of the defense and all negotiations for its settlement or compromise. You shall have the right to appoint an attorney to participate in such defense at Your expense, provided that such participation does not derogate from OCLC’s sole control of the defense and negotiations for settlement or compromise of the claim. In the event that Affiliate Services become, or OCLC is advised by outside counsel that they are likely to become, the subject of an infringement claim, OCLC may at its option either: (i) secure Your right to continue using Affiliate Services; (ii) replace or modify Affiliate Services to make them noninfringing; or (iii) if none of the foregoing alternatives is reasonably available to OCLC, discontinue Affiliate Services and terminate Your subscription to Affilliate Services and these Terms. In the event of such discontinuation and termination by OCLC, You shall be entitled to a prorata refund of the subscription fee paid pursuant to Section 4 above. [If Your subscription is controlled via access counters, the prorated refund You will receive is the portion of the annual subscription fee You paid reflecting unused access; except that no refund will be made if the amount to be refunded to You is less than One Hundred United States Dollars (US$100)]. OCLC shall have no liability for any claim of infringement based on alteration of Affiliate Services by You or any third-party or combination of Affiliate Services with information, interfaces, functionality or any other element not provided by OCLC. THE FOREGOING STATES THE ENTIRE LIABILITY OF OCLC AND YOUR SOLE REMEDY WITH RESPECT TO INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS BY AFFILIATE SERVICES OR ANY PORTION(S) THEREOF.
OCLC may determine or change the technical and functional specifications, form and formats and/or availability of features of Affiliate Services at any time. OCLC will use its reasonable efforts to inform You of such determinations and changes, which may be accomplished by email, online screen display, in applicable product descriptions or documentation or in any other manner reasonably calculated by OCLC to provide You with such notice. OCLC may modify any of these Terms effective upon renewal of Your subscription. OCLC will notify You of any material modifications to these Terms as part of the renewal notice provided to You pursuant to Section 6.B above, and Your renewal of Your subscription to Affiliate Services shall signify Your acceptance thereof.
These Terms and Your Order Form constitute the complete, final and exclusive statement of the parties' agreement with respect to the subject matter hereof and are not intended to confer upon any person other than the parties hereto any rights or remedies. No purchase orders or other forms You submit shall apply to modify or supplement this Agreement. This Agreement may be amended only by means of a written document executed by each of the parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio and the United States of America, without regard to their conflict of laws principles. The United Nations Convention on Contracts for the International Sales of Goods shall not apply.
You may not assign or otherwise transfer Your rights or obligations under this Agreement. OCLC may assign its rights and/or delegate its obligations under this Agreement by providing notice of such assignment and/or delegation at least thirty (30) days prior to the effective date thereof.
OCLC shall not be liable for any failure or delay in performance hereunder due to any cause beyond its reasonable control including, but not limited to, acts of God or public enemy, fire, explosion, accident, strikes, governmental actions, delay or failure of suppliers, or delay or failure of the OCLC systems or other difficulties with telecommunications networks.
Affiliate Services may not be accessed or used by entities or individuals who are or become subject to United States trade restrictions. Affiliate Services may be used only in full compliance with U.S. export regulations. You shall be the exporter and importer of record in connection with Affiliate Services as delivered by OCLC to You outside the United States, and shall pay and/or comply with all applicable export and import laws, customs, regulations tariffs, duties and fees, and procurement, data and technology transfer laws. OCLC's obligations hereunder are contingent upon necessary export licenses being obtained from federal agencies of the United States.
Notices required to be given pursuant to these Terms may be provided by email: (i) to You, to the email address you provided on Your Order Form; and (ii) to OCLC, to the following OCLC email address: email@example.com.
Any waiver of any provision of these Terms must be in writing and signed by the party against whom the waiver is to be enforced.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced.