Service Solicited - 2023 - Blackstone Library - Blackstone Unlimited Library Audiobook Platform • BLACKSTONE UNLIMITED
BLACK STONE AGREEMENT
LIBRARY
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Library Name City of Eagle Public Library
Shipping Address 660 East Civic Lane City,State,ZIP 54, ID 83616
Billing Address 660 East Civic Lane City,State,ZIP Sa_ VI, ID 83616
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Main Contact Name Steve Bumgarner
Title
Phone Number (208)939-6814 Email Address sbumgamer@cityofeagle.org
Billing Contact Name Steve Bumciarner
Title
Phone Number Email Address
Tech Contact Name
Title
Phone Number Email Address
Library Digital Audiobook Platform Start Date End Date Order Term(months) Category List Price Total
Blackstone Unlimited Adult TBD Yearly 2 $7,500 $7,500
Blackstone Unlimited Children/YA TBD Yearly 2 $2,000 $2,000
$9,500
Authentication and General Setup Information—upon receipt of your signed order form,we will send you a Set-Up email requesting
information—If you do not want this sent to the primary contact, please provide the technical contact above.
The term of this agreement shall commence on the signature date and shall terminate one(1)year from the plan effective date.
The signatory is allowed to sign on behalf of the library.
BY SIGNING BELOW,SUBSCRIBER 1)INDICATES THAT IT HAS READ AND AGREES TO THE CURRENT VERSION OF THE BLACKSTONE UNLIMITED SERVICE TERMS AND LIBRARY LICENSE;2)AFFIRMS
THAT IT HAS MADE NO CHANGES TO THOSE TERMS AND LICENSE;3)AFFIRMS THAT ALL OF ITS INTERNAL REQUIREMENTS FOR ISSUANCE OF PAYMENT TO BLACKSTONE PUBLISHING HAVE BEEN
SATISFIED,4)AFFIRMS THAT BLACKSTONE UNLIMITED TERMS AND LIBRARY LICENSE WILL GOVERN THIS ORDER AND ALL FUTURE ORDERS AND RENEWALS,UNLESS OTHERWISE NOTIFIED BY
BLACKSTONE PUBLISHING;AND 5)ORDERS BLACKSTONE UNLIMITED.UN
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Printed Name Steve-Bumel= /1 ljt 4 irk- 5 may,
Signature � —� ✓ Date 11/17/2023
Rep Name Jason Esquerra Title Western Territory Manager
Contact us today for more information or to start your free trial
1-800-621-0182 I LibraryServices@BlackstoneAudio.com
$LACKSTONE UNLIMITED TERMS OF USE
BLACKSTONE AUDIO, INC. d/b/a BLACKSTONE PUBLISHING ("Blackstone") and/or its
licensors and service provider(s) provide the web site located at www.blackstoneunlimited.com
(collectively, with all of the associated web pages, the "Site"), the Site Content (as defined below)
and our digital content service (the "Service") to you, an authorized member or representative of a
library/school/company subscribing to the Digital Service ("Library/School/Company"), subject to
these Terms of Use("Terms").
PLEASE READ THESE TERMS CAREFULLY, AS YOU ARE BOUND TO COMPLY WITH
THE PROVISIONS HEREIN.
THESE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND
BLACKSTONE. BY CLICKING THE "I AGREE" BUTTON YOU ARE INDICATING THAT
YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU
AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD CLICK THE "I DO NOT
AGREE" BUTTON AND CEASE USING OR ATTEMPTING TO ACCESS THE SITE, SITE
CONTENT AND DIGITAL SERVICE. THESE TERMS MAY BE PRINTED AND COPIED
FOR YOUR RECORDS.
BLACKSTONE RESERVES THE RIGHT TO CHANGE OR MODIFY THESE TERMS AT
ANY TIME WITHOUT NOTICE TO YOU OR BY MAKING THESE REVISED TERMS
AVAILABLE THROUGH THE SITE. IT IS YOUR OBLIGATION TO REVIEW CHANGES IN
THESE TERMS, AND YOU AGREE THAT YOUR CONTINUED USE OF THE SITE, SITE
CONTENT AND/OR SERVICE AFTER THE POSTING OF ANY REVISED TERMS
CONSTITUTES YOUR AGREEMENT TO BE BOUND BY ANY SUCH REVISED TERMS.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH ANY
REVISIONS TO THESE TERMS AND/OR THE SITE, SITE CONTENT AND/OR SERVICE IS
TO CEASE USING THE SITE, SITE CONTENT AND SERVICE.
1. OWNERSHIP: Except for the limited rights granted in Section 2 herein, Blackstone
and/or its licensors own and/or control all right, title and interest (including, without limitation, all
copyrights) in and to the Site, Site Content and Service. "Site Content" means any and all files,
text, graphics, hyperlinks, interlinks, search engines, images, software, illustrations, photos,
animation, video, audio, audiovisual works, designs or logos, information and other works of
authorship made available to you through the Site and/or Service. You understand and
acknowledge that you shall not acquire any ownership rights by accessing or using the Site, Site
Content or Service. You understand and agree that any modification of the Site Content by you or
use of the Site Content for any purposes other than those allowed hereunder shall be a violation of
Blackstone's legal,copyright and proprietary rights.
2. TRADEMARKS: The trademarks: "Blackstone;" "Blackstone Publishing;" "Blackstone
Unlimited;" "Blackstone Audio;" are each trademark of Blackstone. Other trademarks used or
displayed in connection with the Service may be owned by third parties, including, without
limitation, any of Library/School/Company trademarks. Third party trademarks used on the Site or
in connection with the Service are used with the permission of such trademark owners and all of
their rights are reserved. You shall have no right to use any of the foregoing without the prior
written approval of Blackstone or the owner(s) of such other trademarks. Any unauthorized use of
the Blackstone' trademarks or any third-party trademark is strictly prohibited.
3. COPYRIGHT COMPLAINTS: (a) If you believe that your copyrightable work of
authorship has been copied and is being made accessible on the Site in such a way that would give
rise to a claim for copyright infringement, you must provide the following to the Agent for Claims
listed below:
(i) An electronic or physical signature of the person authorized to act on behalf of the
owner of the copyright interest;
(ii) A description of the copyrighted work that you claim has been infringed upon;
(iii) A description of where the material that you claim is infringing is located on the
Site, including,without limitation,any information,documentation or web address(es)which would
assist Blackstone in locating that material;
(iv) Your address,telephone number and e-mail address;
(v) A statement by you that you have a good faith belief that the disputed use is not
authorized by the copyright owner, its agent, or permissible by law;
(vi) A statement by you under the penalty of perjury that the information in your notice
is accurate that you are the copyright owner or authorized to act on the owner's behalf.
(b) Agent for Claims: Blackstone Audio,Inc.
31 Mistletoe Road
Ashland,OR 97520
Phone:(541)488-6036
E-mail:piracy@blackstoneaudio.com
4. GRANT OF RIGHTS: Subject to these Terms, Blackstone grants to you a non-exclusive,
personal, nontransferable, non-sublicensable, limited and revocable right to access, use and view
the Site and Site Content solely for your own personal use or on your Library's premises.
5. IDENTITY VERIFICATION: Your access to and use of the Site, Site Content and
Service is subject to your Library/School/Company verifying your authority to so access and use
the Site, Site Content and Service. In addition, Blackstone may issue you (or you may create) a
username and/or password for access to the Site. You shall hold and secure any username and
password or identification card that provides you access to the Site as strictly confidential, and you
shall not allow any other person access to or use of such username and password or identification
card. You are responsible for any and all activity related to the Site, the Service and any Site
Content accessed or used via your account. You shall: (i) immediately notify Blackstone of any
unauthorized use of your username and password or identification card in accordance with the
terms and conditions herein; and (ii) ensure that you properly exit the Site and cease using the Site
Content and Service at the completion of your session. Account information and usage history is
protected on a secure server and shall not be shared with third parties in any manner, including
purposes of marketing and/or soliciting of services.
6. NOTIFICATIONS. You may receive notifications regarding the Site, Site Content and/or
Service. The notifications will pertain only to the system functionality and the content you access.
7. STREAMING/DOWNLOADING OF SITE CONTENT: (a) Certain Site Content
may be available on a streaming basis and/or download basis, as determined by Blackstone in its
sole discretion. Depending upon your geographic location, the equipment that you are using to
access the Site, the bandwidth available to you and other factors, you may not have access to
streaming and/or downloadable Site Content. You are responsible for all charges associated with
connecting to the Site, including, without limitation, all Internet access charges, networking and
computer equipment costs and any service fees necessary to access the Site.
(b) Download Restrictions. Blackstone may in its sole discretion make certain Site Content
available for your download to an Authorized Device (such Site Content,the "Download Content")
in accordance with the terms and conditions contained herein. If you choose to download the
Download Content, you may store and use such Download Content on an Authorized Device in
accordance with these Terms and the applicable Usage Rules during the period of time during
which you are expressly permitted by Blackstone to use such Download Content (such period, the
"Use Period"). Without limiting the provisions of any other applicable sections herein, you shall
not, at any time, copy, export or otherwise move the Download Content from its originally stored
location on the Authorized Device to a different location on such Authorized Device or any other
device. You shall not access, use such Download Content upon or after the expiration of the Use
Period and you acknowledge that any expired Download Content will be automatically deleted
from your or your Library/School/Company's hard drive without further notice to you.
8. RESTRICTIONS ON YOUR USE OF THE SITE,SITE CONTENT AND SERVICE:
Except as set forth herein you shall not use or exploit any portion of the Site, Site Content or
Service, and any such usage or exploitation shall constitute an act of copyright infringement and
you shall not, by way of example, without limitation, take any of the following actions without the
prior written authorization of Blackstone, which authorization shall be granted in Blackstone' sole
discretion:
(a) copy, reproduce, sublicense, alter, adapt, transmit (including, without limitation,
pursuant to a remote listening device), publicly perform or display, distribute, customize, modify,
translate, reverse engineer, decompile, disassemble, create derivative works based upon, add to or
delete from the Site or Site Content;
(b) sell, rent, lease, transfer or otherwise assign any rights to the Site, Site Content or
Service to any third party.
(c) publicly display, link, frame or forward any web address to the Site or any portion
thereof;
(d) copy or paste the Site Content or any portion thereof to any other website or web
page;
(e) remove any proprietary notices or labels on the Site or Site Content;
(f) use the Site, Site Content or Service, or any portion thereof, for any purposes which
are unlawful in any nation or jurisdiction in the world or for any commercial purpose whatsoever;
(g) use the Site, Site Content or Service in conjunction with any device or service
designed to circumvent technological measures employed to control access to, or the rights in, a
content file or other work protected by the copyright laws of any jurisdiction;
(h) use the Site or Service to invade the privacy of,or obtain personal information about,
any other user of the Site;
(i) use the Site, Site Content or Service to violate any legal right of any third party,
including, without limitation, any publicity or privacy right, copyright or other intellectual property
right, or to take any action that is harassing, libelous, defamatory, abusive, tortuous, threatening,
harmful or otherwise objectionable;
(j) use any metatags or any other "hidden text" utilizing Blackstone' name or
trademarks;
(k) interrupt,or attempt to interrupt,the operation of the Site or Service in any way; or
(1) permit unauthorized individuals to use or access the Site, Site Content or Service.
9. OTHER RESTRICTIONS AND LIMITATIONS:
(a) Security. You understand that digital rights management or other copyright
protection technologies or mechanisms may be embedded or associated with, or certain technology
and/or rules may alter, the Site Content (including, without limitation, the Download Content) in
order to protect digital information from access and use (collectively, the "Security Technologies")
and the Security Technologies may restrict your access to and usage of the Site Content in
accordance with usage rules established by Blackstone and/or its licensors from time to time
("Usage Rules"). You agree to comply with such Usage Rules. Usage Rules may be controlled and
monitored by Blackstone for compliance purposes, and Blackstone reserves the right to unilaterally
modify and/or enforce the Usage Rules with or without notice to you at any time. If you become
aware of any unauthorized use of Site, Site Content or Service by any person or entity, you shall
immediately notify Blackstone and reasonably cooperate with Blackstone to prevent further
unauthorized use. YOU HEREBY ACKNOWLEDGE THAT THE SECURITY TECHNOLOGIES
ENABLE BLACKSTONE TO ENFORCE CERTAIN RESTRICTIONS RELATING TO YOUR
ACCESS TO AND USE OF THE SITE CONTENT (E.G., ENFORCEMENT OF THE USE
PERIOD AND RESTRICTIONS AGAINST COPYING) AND THAT SUCH SECURITY
TECHNOLOGIES MAY BE USED BY BLACKSTONE TO ENFORCE SUCH
RESTRICTIONS.
(b) No Right to Continued Service. You acknowledge that Blackstone licenses some or all
of the Site Content under agreement(s) with third parties, and that Blackstone and its service
provider(s) are constantly administering the Site, including, without limitation, to comply with the
Usage Rules. Blackstone may add, delete, remove, modify, disable, suspend or restrict some or all
of the Site, Site Content and/or Service in its sole discretion without notice to you, and you
acknowledge that as a result of such actions: (i)you may no longer be able to use the Site, Site
Content and/or Service to the same extent, or at all, as prior to such actions, and(ii)that Blackstone
shall have no liability to you or any third party(ies) in such case. Blackstone shall not be liable in
any event for the addition, deletion, removal, modification, disabling, suspension or restriction of
access to or use of any or all of the Site, Site Content and/or the Service.
(c) Software. In order to access the Site and/or the Site Content, you may be required to
download, install and run certain software, and updates and upgrades thereto, owned or controlled
by Blackstone and/or its service provider(s). Such software shall be governed by the accompanying
software or end-user license agreement, and you shall comply with the terms thereof, the terms of
which are incorporated herein by reference.
(d) Age Restrictions. Certain Site Content may be appropriate only for persons over the
age of eighteen (18) years. Those persons who are younger than 18 years of age, or such other age
as may be required in your jurisdiction, are referred to herein as "Minors."Not all Site Content may
be appropriate Minors. However, access to the site is not limited by age; therefore, monitoring of a
minor's use of the collection is the responsibility of the parent/guardian.
10. LINKS TO SITE: (a) You may not link to the Site from any pornographic, obscene,
profane, defamatory, libelous, threatening, unlawful or other website or material which could
constitute or encourage unlawful conduct that would be considered a criminal offense, give rise to
civil liability, or otherwise violate any law or regulation. Blackstone assumes no responsibility or
liability which may arise from any such content.
(b) Links to Third Party Sites. Although the Site may link to other websites ("External
Sites"), Blackstone is not, directly or indirectly, implying any approval, association, sponsorship,
endorsement, or affiliation with any External Site, unless otherwise specifically stated herein. By
entering the Site you acknowledge and agree that Blackstone has not reviewed the External Sites
and is not responsible for the content contained on any External Site. Your access and use of any
External Site is at your own risk.
(c) Third Party Postings. The Site may contain information or advertising for third parties.
Blackstone expressly denies any endorsement, sponsorship, approval, or agreement with any third
party communication made available via the Site. Blackstone shall not be deemed to have
considered,reviewed, screened or approved of any such third party communication.
11. DISCLAIMERS:
(a) Transmission of Information. As with any online interaction and electronic
communication, there is an inherent risk involved in transmitting any information via the Internet.
Blackstone does not and cannot guarantee that the system of Blackstone or its service provider(s)is
or will be free from hackers or viruses or that information provided by you or any other users to
Blackstone will not be stolen or otherwise surreptitiously obtained. Blackstone will take every
reasonable measure to ensure security of the user's information. Blackstone is not responsible or
liable to you or any third party for any infections or contamination of your system or delays,
inaccuracies, errors, or omissions arising out of your access to or use of the Site, Site Content or
Service. You hereby acknowledge and agree that such risk is inherent in interacting with any
website, content or service, including, without limitation, the Site, Site Content and Service, and
you take full responsibility for any harm, danger or damage that ensues due to any such breach in
security. Blackstone expressly disclaims any such liability. In addition, you agree to be responsible
for obtaining and maintaining all telephone, computer hardware and other equipment needed for
access to and use of the Site, Site Content or Service and you shall be responsible for all charges
related thereto.
(b) Information and Data. Blackstone offers access to the Site, Site Content and Service for
personal entertainment purposes only. Blackstone does not warrant the truth or validity of the
information contained on the Site. You acknowledge and understand the possibility of human and
mechanical error, mistakes or omissions in the data or information provided, delays or interruptions
of the data or information stream from any cause whatsoever. You further acknowledge and agree
that Blackstone is not responsible for errors in or omissions from the information contained in or
accessed through the Site, Site Content or Service.
(c) Objectionable Material. You understand that through your use of the Site, Site Content
and Service you may encounter content that may be deemed offensive, indecent, or objectionable,
which content may or may not be identified as such. You agree to use the Site, Site Content and
Service at your sole risk and that Blackstone shall have no liability to you for the type of content
that you may access, including, without limitation, content that you may find offensive, indecent,
or objectionable.
11. DISCLAIMER OF WARRANTIES: THE SITE, SITE CONTENT AND SERVICE ARE
PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS.
SUBJECT TO THE PROVISIONS HEREIN, BLACKSTONE, ITS SERVICE PROVIDER(S)
AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (I)
REPRESENTATIONS OR WARRANTIES OF TITLE, MERCHANTABILITY, NON-
INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE
SITE, THE SITE CONTENT, THE SERVICE, ANY GOODS OR SERVICES SOLD THROUGH
THE SITE OR THE CONTENT OF ANY THIRD PARTY SITE THAT MAY BE LINKED TO
THE SITE AND (II) ANY REPRESENTATION OR WARRANTY THAT THE SITE WILL BE
UNINTERRUPTED OR ERROR FREE, FREE FROM VIRUSES OR SECURITY BREACHES.
THE SITE CONTENT AND ANY INFORMATION CONTAINED ON THE SITE IS NOT
GUARANTEED TO BE ACCURATE, TIMELY OR VERIFIED. YOU EXPRESSLY AGREE
THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND
THE SERVICE, AND THE ACCURACY OR COMPLETENESS OF THE SITE CONTENT OR
INFORMATION MADE AVAILABLE VIA THE SITE OR THE SERVICE, IS ASSUMED
SOLELY BY YOU.
12. LIMITATION OF LIABILITY: IN NO EVENT SHALL BLACKSTONE, ITS
SERVICE PROVIDER(S) OR LICENSORS BE LIABLE HEREUNDER (WHETHER IN AN
ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR
OTHERWISE)FOR LOSS OF PROFITS OR REVENUE, LOSS OR INACCURACY OF DATA,
OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES INCURRED BY YOU OR ANY THIRD PARTY, REGARDLESS OF WHETHER
BLACKSTONE, ITS SERVICE PROVIDER(S)AND/OR LICENSORS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
13. CERTAIN LIMITATIONS: WITHOUT WAIVING ANY APPLICABLE SECTION
CONTAINED HEREIN, BLACKSTONE AND YOU EACH ACKNOWLEDGE THAT SOME
JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR
LIMITATIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH
JURISDICTIONS, THE LIABILITY OF BLACKSTONE, ITS SERVICE PROVIDER(S)
AND/OR LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW. NOTHING CONTAINED IN THESE TERMS SHALL LIMIT OR
EXCLUDE OR PURPORT TO LIMIT OR EXCLUDE ANY LIABILITY WHERE SUCH
LIMITATION OR EXCLUSION IS VOID OR UNENFORCEABLE OR OTHERWISE NOT
PERMITTED UNDER APPLICABLE LAW.
14. GENERAL TERMS:
(a) Termination. If you should breach any portion of these Terms, in addition to any other
rights of the parties set forth herein, Blackstone may in its sole discretion restrict, suspend or
terminate your access to the Site, Site Content and Service, in whole or in part and without notice,
even if your Library/School/Company continues to offer access to the Site, Site Content and
Service to its other members or representatives. If Blackstone terminates your access to the Site,
Site Content and/or Service, Blackstone reserves the right to refuse to provide other services to you
in the future, even if your Library/School/Company subscribes to such services and offers the
benefits of such subscription to its other members or representatives. For the avoidance of doubt,
upon any such restriction, suspension or termination, the rights granted to you herein shall
immediately terminate (in the case of a restriction, to the extent of such restriction).
Notwithstanding such restriction, suspension or termination, the provisions set forth in Sectionsl,
2, 3,4, 5, 6,and 9 shall remain in full force and effect indefinitely.
(b) Indemnification. To the extent permitted by law, you hereby agree to
indemnify,defend and hold harmless Blackstone,its service provider(s) and its licensors and any of
their respective officers, directors, agents and employees (collectively, the "Indemnified Parties")
from and against any and all liability and costs (including, without limitation, attorneys' fees)
incurred by any such Indemnified Parties in connection with your use of the Service, Site or Site
Content, including, without limitation, with respect to any claim arising out of any breach or
alleged breach of any of your obligations set forth herein. You shall cooperate as fully as
reasonably required in the defense of any claim. The Indemnified Parties reserve the right, at their
own expense, to assume the exclusive defense and control of any matter otherwise subject to
indemnification by you and you shall not in any event settle any matter without the written consent
of the Indemnified Parties.
(c) Notices. Notices by Blackstone to you may be given by means of a general posting at the
Site or by contacting you at the address, telephone number or e-mail address provided by you to
Blackstone, if any. All notices from you to Blackstone (including, without limitation, questions,
complaints, legal notices or copyright complaints) shall be sent (i) by courier or first-class mail to
the address set forth below or(ii)by facsimile or e-mail (in each case with express confirmation of
receipt by Blackstone in writing)to the facsimile number and e-mail address set forth below:
Blackstone Audio,Inc.
31 Mistletoe Road
Ashland,OR 97520
Phone:(541)488-6036
E-mail: libraryservices@blackstoneaudio.com
(d) Governing Law. Forum Selection; No Export. These Terms shall be governed by the
laws of the State of Idaho without regard to the principles of conflicts of law. You hereby expressly
agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in the
State of Idaho, and not elsewhere, for the purpose of resolving any dispute relating to your access
to or use of the Site, Site Content and/or Service. Blackstone may seek injunctive or other
appropriate relief in any state or federal court in the State of Idaho, Ada County, and you consent
to exclusive jurisdiction and venue in such courts and not elsewhere.
Statutory Certifications.
In accordance with Idaho Code Section 67-2359 Blackstone Publishing hereby certifies that it is
not owned or operated by the Government of China, as defined in said code section, and that during
the Term of this Agreement it will not be owned or operated by the Government of China.
In accordance with Idaho Code Section 67-2346 Blackstone Publishing hereby certifies that it is
not currently engaged in, and during the Term of this Agreement will not engage in, a boycott of
goods and services from Israel or territories under its control as defined in said code section.
(e) Relationship Between the Parties. These Terms shall not be construed to create a
partnership,joint venture, agency or other legal relationship between Blackstone and you. Each of
Blackstone's licensors and content providers, together with their respective successors and assigns,
shall be an intended third-party beneficiary of these Terms and shall have the right to enforce any
and all obligations, restrictions and/or other terms and conditions imposed on you under these
Terms to the same extent as if such licensor or content provider were a party to these Terms. These
Terms are fully enforceable in every respect, at law or in equity, by each such licensor or content
provider as an intended third-party beneficiary hereunder.
(I) Severability. Whenever possible, each provision of these Terms shall be interpreted in
such a manner as to be effective and valid under applicable law,but if any provision of these Terms
shall be prohibited by or invalid under applicable law, such provisions shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of these Terms. These Terms express the entire understanding of you and
Blackstone and supersede and replace all prior and contemporaneous agreements between you and
Blackstone with respect to the subject matter hereof. Further, these Terms shall govern your use of
the Site, Site Content and Service under any subscription level obtained by your
Library/School/Company. Any failure to exercise or delay in exercising any right, power or
privilege granted under these Terms shall not operate as a waiver by Blackstone of such right,
power or privilege or preclude any further exercise thereof or the exercise of any other right,power
or privilege by Blackstone.
(g) Enforceable Agreement. These Terms constitute an enforceable written agreement
between you and Blackstone. A printed version of these Terms, and of any notice given in
electronic form related to this agreement, shall be admissible in judicial or administrative
proceedings to the same extent, and subject to the same restrictions, as other business contracts,
documents, or records originally generated and maintained in printed form. You hereby waive any
and all defenses you may have based on the electronic form of these Terms and the lack of signing
by the parties hereto to execute these Terms.
(h) Injunctive Relief. You agree that a breach of any of the terms and conditions of these
Terms may result in irreparable harm and significant injury to Blackstone, which may be difficult
to ascertain. Accordingly, you agree that Blackstone shall be entitled to equitable relief, including,
without limitation, an immediate injunction enjoining any further breach, in addition to all other
remedies available to Blackstone at law or in equity.
BLACKSTONE PUBLISHING LICENSE AGREEMENT WITH LIBRARIES
Each Library Account and End User acknowledges and agrees to the terms described herein and
in the applicable Digital Subscription Form at the subscription level set forth in such
Subscription Form and agrees to comply with the terms and conditions set forth in this License
Agreement(the"License Agreement"or"Agreement").
1. LICENSE
(a) Blackstone Audio, Inc. d/b/a Blackstone Publishing ("Blackstone") grants to the
institution identified in the applicable subscription form (each a "Library Account") a
nontransferable and non-exclusive license (the "License") to use (i) the audiobooks or other
publications/content (the "Digital Content") made available through Blackstone's proprietary
website identified as blackstoneunlimited.com that host Digital Content for and on behalf of
Blackstone for resale to users either as individual titles or as collections and (ii) the digital
service made available by Blackstone (hereinafter referred to as "Blackstone Unlimited") in
accordance with the terms of this License Agreement and in the applicable subscription form(the
"Subscription Form") entered into in connection with Blackstone Unlimited and annual
subscription purchased by Library Account to receive the Blackstone Unlimited service on the
terms described herein and in the applicable Blackstone Unlimited Subscription Form at the
subscription level set forth in such Subscription Form. Library Accounts may not reproduce,
distribute, display, modify, alter, publish, exploit, transfer or transmit, in any form, or by any
means, any Digital Content or any portion of the Blackstone Unlimited service, other than in
accordance with this License Agreement,without the prior written consent of Blackstone.
(b) All use by Library Account or any of the Library Account's current employees,
representatives, faculty, students, staff,visiting scholars and patrons that the Library Account has
reasonably authorized to directly or remotely access the Library Account's systems and content
(each, an"End User") of any Digital Content selected by Library Account or otherwise accessed
by Library Account or End Users, including but not limited to any authorized trial periods, any
period for which a fee has been paid, and when updates and access to new Digital Content are
provided, is subject to the terms and conditions set forth in this License. Library Account shall
be responsible for ensuring that any End Users accessing applicable Blackstone site(s) are
notified of,and abide by,the terms of this License.
(c) Blackstone reserves the right to establish all pricing for its Digital Content distributed via
the Blackstone Unlimited service. All pricing, and pricing tiers, for Digital Content shall be
subject to yearly review and revision in Blackstone's sole discretion. Blackstone further reserves
the right to revise pricing tiers, at anytime,based on its review and analysis of the number of End
Users' usage of the of the Blackstone Unlimited service.
2. OWNERSHIP OF DIGITAL CONTENT AND TRADEMARKS
(a) Each Library Account and End User acknowledges that (i) Blackstone has sole and
exclusive ownership of all right, title and interest in and to the Digital Content owned by
Blackstone (the "Owned Content"), and (ii)Blackstone is a licensee, lessee or otherwise has
1
obtained the right to use the Digital Content for which Blackstone is a licensee, lessee or
otherwise has obtained the right to include such Licensed Content in the Digital Content (the
"Licensed Content"). Each Library Account and End User further acknowledges and agrees that
it has not acquired, and shall not acquire (whether by operation of law, by this License
Agreement, by downloading any Digital Content, or otherwise), any right, title, interest or
ownership in or to the Owned Content or the Licensed Content or any part thereof.
(b) Each Library Account and End User additionally acknowledges that (a) the Blackstone
Unlimited trademark is owned by Blackstone and that all trademarks, logos, and service marks
displayed on any Blackstone website are owned by Blackstone or the licensors of the Licensed
Content (collectively, the "Trademarks"), (b) all Trademarks are the property of their respective
owners and are used with permission, and (c)nothing in this License Agreement or contained on
the Blackstone Unlimited website may be construed as granting, by implication, estoppel, or
otherwise, any right or license to use any Trademark.
3. DISCLAIMER OF WARRANTY,LIMITATION OF LIABILITY AND
INDEMNITY
(a) BLACKSTONE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BLACKSTONE
NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR
BLACKSTONE ANY OTHER LIABILITY IN CONNECTION WITH THE LICENSING OF
THE DIGITAL CONTENT AND THE BLACKSTONE UNLIMITED SERVICE AND THEIR
USE BY ANY LIBRARY ACCOUNT AND END USER.
(b) IN NO EVENT SHALL BLACKSTONE BE LIABLE TO LIBRARY ACCOUNT OR
END USERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR
INTERRUPTION OF THE BLACKSTONE UNLIMITED SERVICE, OR FOR INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF OPPORTUNITY, LOSS
OF USE, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE
LICENSE, TRANSFER, OR USE OF THE BLACKSTONE UNLIMITED SERVICE. IN NO
EVENT SHALL BLACKSTONE'S LIABILITY HEREUNDER EXCEED THE TOTAL
AMOUNT RECEIVED BY BLACKSTONE FROM LIBRARY ACCOUNT UP TO
OCCURRENCE OF THE ACTION GIVING RISE TO SUCH LIABILITY.
(c) EACH LIBRARY ACCOUNT AGREES TO INDEMNIFY AND HOLD HARMLESS
BLACKSTONE AND ITS OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS,
LICENSORS, AND LICENSEES FROM ANY DAMAGES, LIABILITIES, COSTS, AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ON ACCOUNT OF ANY
CLAIM, SUIT, ACTION, DEMAND, OR PROCEEDING MADE OR BROUGHT AGAINST
ANY SUCH PARTY, OR ON ACCOUNT OF THE INVESTIGATION, DEFENSE, OR
SETTLEMENT THEREOF, ARISING IN CONNECTION THE USE OF THE BLACKSTONE
UNLIMITED SERVICE BY THE END USER OF SUCH LIBRARY ACCOUNT.
4. DATA SECURITY
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Each Library Account will implement and maintain reasonable measures to ensure that only
authorized End Users have access to the Blackstone Unlimited service and Digital Content.
Each Library Account will take reasonable steps to prevent unwarranted intrusion into data
managed or maintained by Blackstone on behalf of such Library Account acquired in the course
of the operation of the Blackstone Unlimited service, including but not limited to reasonable
steps to protect such Library Account's password files and access to the administrative website
for management of the Blackstone Unlimited service.
5. TECHNICAL SUPPORT SERVICES
Blackstone agrees to provide technical support services by email and phone to each Library
Account, including but not limited to reasonable efforts to: (a) assist such Library Account in
providing support; (b) correct, fix, or circumvent errors; and (c) in the sole discretion of
Blackstone, provide updates, enhancements, and new versions of the Blackstone Unlimited
service ("Support"). Blackstone shall provide such Support by email and phone during its
normal business hours of Monday- Friday 7:00 AM to 5:00 PM Pacific Standard Time. Each
Library Account and End User acknowledges that errors in the Blackstone Unlimited service
shall not be a breach of this License Agreement.
6. CONFIDENTIALITY
Each Library Account agrees that,without the prior consent of Blackstone, such Library Account
will not disclose, divulge, reveal, report or use, for any purpose, any confidential information
with respect to the business of Blackstone that such Library Account has obtained. Such
confidential information shall include, but is not limited to, Blackstone Unlimited service or
Digital Content pricing, service terms, technical specifications and service level agreements.
This obligation will survive indefinitely upon termination of this License Agreement.
7. PRIVACY POLICY AND TERMS OF USE
(a) Blackstone respects the privacy of visitors to its sites. The Blackstone's privacy policy
governing its operation of the Blackstone Unlimited service is available at
www.blackstoneunlimited.com/privacy and is expressly incorporated herein by reference and
made a part of this License Agreement.
(b) The terms and conditions set forth by Blackstone governing the use of and access to the
Blackstone Unlimited service and the Digital Content, as in effect from time to time and
available at www.blackstoneunlimited/terms, are expressly incorporated herein by reference and
made a part of this License Agreement.
8. TERM AND TERMINATION
(a) The term for each Library Account's access to the Blackstone Unlimited service shall be
for a period of twelve (12) months, unless otherwise agreed by Blackstone and such Library
Account. Such Library Account obtains certain rights and access to use the Digital Content and
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Blackstone Unlimited service for the term of its agreement with Blackstone. The License
granted to such Library Account shall be terminated at the end of such term, unless renewed or
extended by the mutual agreement of Blackstone and such Library Account, along with such
Library Account's access to the Blackstone Unlimited service and any and all Digital Content,
and such Library Account and/or its End Users shall make no further use of all or any part of the
Digital Content and the Blackstone Unlimited service.
(b) In the event of a breach of any of its obligations, including but not limited to non-
payment or late payment for services, each Library Account shall have thirty (30) days from the
receipt of written notice of such breach from Blackstone to cure such breach. If the Library
Account fails to remedy such breach within such 30-day period, Blackstone may, at its option
and in its sole discretion, terminate its agreement with such Library Account upon written notice
to such Library Account and/or temporarily or permanently suspend such Library Account's
access to the Blackstone Unlimited service.
(c) For avoidance of doubt, Blackstone, in its sole and absolute discretion, has the right to
modify, edit, change or remove any Digital Content available on the Blackstone Unlimited
Service. Blackstone may provide users with notice of its intention to remove Digital Content
from the Blackstone Unlimited Service.
9. GENERAL PROVISIONS
(a) This Agreement shall be governed by the laws of the State of New York without regard
to conflict of laws. Any dispute arising out of or under this Agreement shall be resolved by
binding arbitration under the procedures of the American Arbitration Association ("AAA") and
said arbitration be conducted in the exclusive jurisdiction and venue of the State, County and
City of New York and not elsewhere.
(b) In the event that there is a binding legal determination that any portion of this License
Agreement is unenforceable, void, invalid or inoperative, the remaining provisions of this
License Agreement shall not be affected and shall continue in effect as though such invalid
provisions were deleted.
(c) Neither Blackstone nor the licensors of the Licensed Content will be liable or deemed to
be in default of this License Agreement for any delays or failure in performance resulting
directly or indirectly from any cause or circumstance beyond its reasonable control, including but
not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire,
flood, accidents, earthquake(s), strikes or labor shortages, transportation facility shortages,
failures of equipment, or failures of the Internet.
(d) Blackstone should be notified of any claims of copyright infringement regarding
materials available or accessible on, through, or in connection with the Blackstone Unlimited
service or the associated websites.
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(e) This License Agreement constitutes the entire Agreement and understanding of the
parties. This Agreement may be amended or modified by Blackstone from time to time only
upon notice to the Library Account and End Users on the Blackstone Unlimited website.
(f) This License Agreement shall be binding and inure to the benefit of the parties hereto and
their respective successors. In the event Blackstone enters into an agreement to sell substantially
all the assets of Blackstone, this License Agreement shall be binding upon the purchaser.
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