HomeMy WebLinkAbout23S180 - PROQUEST LLCCONTRACT ABSTRACT
Contract/Amendment
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Public Integrity/ Business
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Contract Abstract Form Rev 6.13.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
23S180
Proquest
Proquest LLC
Abbey Streich
abbey.streich@clarivate.com
Provide access to journals, magazines, newspapers,
dissertations, and other publications.
$8,391.45
7/1/23-6/30/26
N/A
Dawn Branham: Dawn.Branham@Clarivate.com
Information Technology
Larry Klingaman
Yes
N/A
N/A
Yes
N/A
Yes
Sole source attached.
Cumulative total $31,634.87
8/8/23 Kendall Bradley
DocuSign Envelope ID: CBDDD30E-6270-4B3D-816E-9724A1D8CE61
X
Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 1 of 6
License Agreement consists of:
This ProQuest Customer Order Form
Your Clarivate Master Agreement or, where you have not entered a Clarivate Master
Agreement, the Clarivate Terms attached hereto; and
The attached Addenda
By signing this Order Form (“Agreement”) you agree to license the Products subject to the License Agreement described above
and you certify that you are authorized to enter into this Agreement on behalf of the Customer.
Order Form
Q-00593722 US1665548
Product Name Code Start Date End Date Price
HeritageQuest Online HQO 7/1/2023 6/30/2024 752.70
USD
Ancestry Library ANCLIB 7/1/2023 6/30/2024 1,962.19
USD
HeritageQuest Online HQO 7/1/2024 6/30/2025 775.28
USD
Ancestry Library ANCLIB 7/1/2024 6/30/2025 2,021.06
USD
HeritageQuest Online HQO 7/1/2025 6/30/2026 798.54
USD
Ancestry Library ANCLIB 7/1/2025 6/30/2026 2,081.69
USD
Total Price: 8,391.45USD
Product Notes:
Ancestry Library Edition – No remote access is allowed for public libraries, genealogical and historical societies,
government agencies, for-profit corporations, and non-profit organizations. Remote access may be available for
academic institutions, with the following certain restrictions:
· Only currently enrolled students and active faculty are allowed remote access.
· No remote access for alumni and faculty emeritus. (However, on -campus access is permissible for all groups.)
Customer: Palm Springs Public Library
Authorization by ProQuest LLC: Authorization by Customer:
Signature:
\si1\
Signature:
Duly Authorized Signature Duly Authorized Signature
Name: \fna1\ Name:
Title: \ti1\ Title:
Date Signed: \ds1\ Date
Signed:
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Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 2 of 6
· Users must be authenticated via the schools' website using IP address or Referring URL. No
username/password access
Additional Information:
Billing Information:
Please review your billing address to ensure its accuracy.
Shipping Information:
Please confirm the shipping address is accurate.
Jeannie Kays
jeannie.kays@palmspringsca.gov
Palm Springs Public Library
300 S Sunrise Way Palm Springs CA United States
92262-7639
Jeannie Kays
jeannie.kays@palmspringsca.gov
Palm Springs Public Library
300 S Sunrise Way Palm Springs CA United States
92262-7639
Electronic Invoice Recipient(s):
Jeannie Kays
jeannie.kays@palmspringsca.gov
Sheryl McMichael
sheryl.mcmichael@palmspringsca.gov
Electronic Renewal Recipient(s):
Jeannie Kays
jeannie.kays@palmspringsca.gov
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Purchase Order # o1\
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contact and renewals will be emailed to
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please check this box: ☐\cbi1\
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check this box: ☐
Your subscription to the service will automatically renew for successive 12 month
periods at the rate set forth in the renewal invoice sent to the Customer, unless
Customer sends written cancellation notice to ProQuest within 30-days of the
Customer’s receipt of the renewal invoice, with such cancellation to be effective as
of the end of the current subscription period.bs1\\
Technical Contact: Phone: Email:
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Additional Sites:
Account Manager Information:
Dawn Ledwidge
| dawn.ledwidge@proquest.com
DocuSign Envelope ID: CBDDD30E-6270-4B3D-816E-9724A1D8CE61
Clarivate Terms
These Terms govern your use of the Clarivate products, services, and other deliverables ("Products") that you install
or access through our platform(s) or website(s), or are otherwise identified in your order form, statement of work,
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Other terms and conditions you seek to incorporate in any purchase order or otherwi se, even where such
document is signed by Clarivate as a courtesy, are excluded, and your use of the Products confirms your
acceptance of these Terms.
1. Our products and services
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(b) Intellectual Property. Together with our licensors, we retain all ownership of and all rights in the Products
(including any underlying software, data models, databases or data sets), any pre-existing codes, content,
methodologies, templates, tools or other materials used in performing services, and any configurations,
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property, confidential information and trade secrets, and you may only use it as expressly permitted in the
Agreement. You must promptly notify Clarivate if you become aware of any unauthorized use of Clarivate I P.
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Agreement ("Applicable Laws").
(d) Updates. The Products change from time to time. If we fundamentally change the Products in a way
which materially impairs your usage of the Products, you may terminate the affected Products upon written
notice no later than thirty (30) days after the change.
(e) Passwords. Your access to certain Products may require authentication (e.g. a password). Sharing
passwords or facilitating access to unauthorized users is strictly prohibited. Each of us shall maintain industry
standard computing environments to ensure that Clarivate IP is secure and inaccessible to unauthorized persons.
(f) Usage information. We may collect information related to your use of our Products. We may use this information
for legitimate business reasons including without limitation to recommend products, services or functionality that
may interest users, to test and improve our Products and to protect and enforce our rights under the Agreement, and
may pass this information to our third party providers for the same purposes.
(g) Feedback and knowledge. Where you provide any comments, recommendation, suggestion or ideas, or
any other feedback related to Clarivate IP ("Feedback") we may use and exploit such Feedback without restriction
or obligation to you and you will not obtain any rights in Clarivate IP. We may freely use our general knowledge,
skills and experience, and any ideas, concepts, processes, know-how and techniques developed by Clarivate while
providing any Products (including professional services), provided we do not use your confidential or other
proprietary information.
(h) Documentation. You may print or download PDF copies of user guides, online help, release notes, training
materials and other documentation provided or made available within the Products or published online, as
updated from time to time (“Documentation”) for your internal use with the Products, provided all copyright or
proprietary rights notices are retained.
(i) Third party providers. The Products may include data, software and services from third parties. Some third party
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as applicable. The third party providers change their terms occasionally and new third party providers are added from
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time to time. To see the current third party additional terms that apply to your use of our Products
visit https://clarivate.com/legal-center/terms-of-business/third-party-terms/
2. Your obligations
(a) Limited license. You may only use the Products in accordance with the applicable license set out in Sections 3
to 6, the relevant product/service terms referenced on the Order, and the Documentation. You are responsible for all
acts or omissions of your users in connection with the Products, and ensuring users comply with these terms.
(b) Your content. You retain ownership of your pre-existing content, data and materials that you provide to us,
or use with the Products ("Content"). You hereby grant Clarivate a non-perpetual, non-exclusive, revocable license
to use your Content as required by Clarivate to provide you with the Products (including right to sublicense the
same to our subcontractors, as required). You must (i) ensure your Content does not infringe third party rights or
any Applicable Laws; and (ii) notify Clarivate in advance before transmitting to us, and clearly mark, any of your
Content that contains restricted data, including the jurisdiction and classification under applicable export control
laws. Restricted data may include any information, data, or source code that is on an export controls list or
equivalent list of any applicable jurisdiction or that is related to weapons, military/defense, intelligence, or law
enforcement; aerospace or subsea technologies; cryptography, encryption, or cybersecurity tools; advanced or
cutting-edge items or technologies; or items that could pose a danger to health or safety. Unless your Order
includes backup services, we disclaim all responsibility for backing up your Content.
(c) General obligations. You must (i) ensure we have up-to-date contact and billing information for your Order; (ii)
provide detailed, accurate and sufficiently complete information, specifications and instructions in a timely manner;
(iii) ensure you are permitted to allow Clarivate to use and modify your equipment, systems, software and Content,
as required to provide the Products; (iv) maintain then-current minimum technical requirements to access the
Products, as applicable; and (v) perform any additional obligations specified in your Order. If reasonably requested,
you must make authorized personnel available to agree on the impact of any failure or delay by you to comply with
these requirements, and you must not unreasonably withhold or delay your consent to any consequential changes to
the Agreement.
(d) Third-party technology. You may only integrate our software with, or access our data from, third -party
software, systems, platforms or products (“Third Party Technology”) as permitted by the Agreement. You are
responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology
(which is independent of the Agreement and your license to the Products).
(e) Unauthorized technology. Unless expressly permitted elsewhere in the Agreement for the relevant Product,
you must not (i) introduce any malicious software into Clarivate IP or network; (ii) run or install any computer software
or hardware on the Products or network; (iii) download or scrape data from the Products; (iv) perform any text or data
mining or indexing of the Products or any underlying data; (v) use the Products or underlying data in conjunction with
any third-party technology or any artificial intelligence, algorithms or models; or (vi) use the Products or underlying
data to develop or train any artificial intelligence, algorithms or models.
(f) Limitations. Unless expressly permitted elsewhere in the Agreement, you may use the Products for your
internal use only and may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or
disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer Clarivate IP in whole or
in part, or as a component of any other product, service or material; (ii) use Clarivate IP to create any derivative
works or any products (including tools, algorithms or models) that compete with or provide a substitute for a
product offered by Clarivate or its third party providers; (iii) perform penetration testing; (iv) disable or bypass any
functionality or restrictions within the Products or (v) allow any third parties or unauthorized users to access, use
or benefit from Clarivate IP in any way whatsoever. In each case, exercising legal rights that cannot be limited by
agreement is not precluded.
(g) Your Responsibilities. You are responsible for any violation of Applicable L aws or regulation, or violation of our
or any third party rights (including unauthorized use) related to (i) your Content or your instructions to us; (ii) your
combination or modification of Clarivate IP, or use with any other materials; (iii) your failure to install updates we
have provided to you; or (iv) your material breach of the Agreement. You are also responsible for Claims brought
by third parties receiving the benefit of the Products through you. If you use the Products in breach of Sections 2
(e) or (f) you must delete or destroy any infringing material on our request. You must reimburse Clarivate if we
incur costs or suffer losses in the circumstances set out in this Section.
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3. Information Services
(a) Definition. “Information Services” means a product providing data, metadata, metrics, charts, graphs,
literature or other information in any form (collectively “Licensed Information”), including via a Clarivate-
provided tool, algorithm, process, web platform, an API, a datafeed, custom dataset or syndicated report.
(b) License. Your Authorized Users may use the Information Service solely for internal analysis and research
purposes. Where an Information Service is available via a Clarivate-provided web platform, subject to the Product
functionality, Authorized Users may view, download and print reasonable amounts of the Licensed Information for
their own individual use. We determine a “reasonable amount” of Licensed Information by comparing u ser activity
against the average activity rates for all other users of the same product.
(c) Distribution. Authorized Users may on an infrequent, irregular and ad hoc basis, distribute limited extracts of the
Licensed Information internally to non-authorized users as incidental samples or for illustrative or demonstration
purposes in reports or other documentation created in the ordinary course of their role. We determine a ‘limited
extract’ as an amount of Licensed Information that has no independent commercial value and could not be used as a
substitute for any service or product (or a substantial part of it) provided by us, our affiliates or third party providers.
Licensed Information may also be distributed: (i) amongst Authorized Users; (ii) to government and regulatory
authorities investigating you, if specifically requested; (iii) to persons acting on your behalf, to the extent required to
provide legal or financial advice to you, and (iv) to third parties upon execution of a written agreement between you,
Clarivate and the third party. For clarity, consent is not required for hosting services which host our Licensed
Information solely on your behalf; provided, however that such third party shall in no way access or use the data for
any purpose.
(d) Attribution and representation. Where users quote and excerpt Licensed Information in their work as permitted
by the Agreement, they must appropriately cite and credit Clarivate as the source. Attribution to Clarivate and use of
the Licensed Information must not categorize or identify Clarivate as an ‘expert’ in any context and to ensure
Licensed Information is not misrepresented or taken out of context. Without our prior written consent, the Licensed
Information shall not be filed with any securities authorities.
4. Installed Software
(a) Definition. “Installed Software” means software which is downloaded to or implemented on your servers.
(b) License. You may install Installed Software only for your internal user. Software licenses do not include updates
(bug fixes, patches, maintenance releases), upgrades (releases or versions that include new features or additional
functionality), APIs or Professional Services unless expressly stated in the Order. Your Order details your permitted
installations, users, locations, the specified operating environment and other permissions and restrictions. You
may use Installed Software in object code only. You are responsible for backups and may only make necessary
copies of the Installed Software for such purposes.
(c) Delivery. Unless stated otherwise in your Order, we deliver Installed Software by making it available for download.
You may first need to provide Clarivate with certain identifying information about your system administrator and you
may be required to confirm availability or installation of our software.
(d) Acceptance. Unless set forth otherwise in an Order, when you download Installed Software and
Documentation, you are accepting it for use in accordance with the Agreement.
5. Hosted Software
(a) Definition. “Hosted Software” means our software applications made available to you via the internet.
(b) License. You may use our Hosted Software only for your internal use. Your Order details your Authorized Users,
locations and other permissions and restrictions. Software licenses do not include updates (bug fixes, patches,
maintenance releases) or upgrades (releases or versions that include new features or additional functionality),
unless you are on a multi-tenant solution or where you have purchased maintenance including such services.
(c) Delivery. We deliver our Hosted Software by providing you with online access to it. Unless set forth otherwise in
an Order, when you access our Hosted Software, you are accepting it for use in accordance with the Agreement.
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(d) Content. You grant Clarivate permission to use, store and process your Content. Access and use of your
Content by us, our employees and contractors to the extent necessary to deliver the Hosted Software, including
training, research assistance, technical support and other services. We will not disclose your Content except to
support the Hosted Software, unless required by Applicable Laws (when we will use our reasonable efforts to
provide notice to you). We may delete or disable your Content if required under Appl icable Laws or where such
Content violates the Agreement (and we will use our reasonable efforts to provide notice to you of such action).
You may export your Content prior to termination or, where Content cannot be exported and is accessible by us,
we may, at your cost and upon execution of an Order for such services, provide you with a copy of such Content.
(e) Security. We will inform you in accordance with Applicable Laws if we become aware of any unauthorized
third party access to your Content and will use reasonable efforts to remedy identified security vulnerabilities. Our
Hosted Software is designed to protect your Content, however, unless set forth otherwise in your Order, you are
responsible for maintaining backups of your Content. If your Content is l ost or damaged due to our breach, we will
assist you in restoring your Content to the Hosted Software from your last available back up copy.
6. Professional services
(a) Definition. “Professional Services” means any professional services, including but not limited to
implementation, customization, configuration, transition services, administrative services, consulting services,
screening, search and analytics services, and watch services to be provided by Clarivate.
(b) License. Unless otherwise set out in the Order, you will own the deliverables set out in the Order, provided
that (i) we retain all intellectual property rights in and to the Clarivate IP and you receive a license to use the
Clarivate IP solely to the extent necessary to utilize the deliverables for your internal use; and (ii) if the deliverables
include any configurations or modifications to our pre-existing products (including but not limited to
implementation services and custom datasets) we retain all intellectual property rights in and to suc h deliverables,
and you receive a license to use them in the same way as you are licensed to use the relevant Product. You agree
deliverables are deemed accepted upon delivery unless agreed otherwise in an Order.
(c) Changes. Either of us may make written (including email) requests to change any aspect of the Professional
Services, provided that no change will take effect unless and until we have each signed a formal change order
setting out the impact of the change and any consequential changes required to the Agreement. Neither of us will
unreasonably withhold our agreement to a change.
(d) Access. As required for Clarivate to perform the relevant Professional Services, you must provide reasonable
access to your sites, equipment and systems and ensure the health and safety of our personnel on your premises and
full cooperation from your qualified and experienced personnel as reasonably required. We will take reasonable
steps to ensure that while on your site our personnel comply with reasonable security, health and safety and
confidentiality requirements that are notified to Clarivate in advance.
7. APIs and Data Feeds
(a) Information Services. Where we make Licensed Information available to you via API or a data feed, the
information service terms (Section 3 above) apply to the data you receive. You must ensure that the Licensed
Information remains behind your firewall and is only accessible to your Authorized Users . If we deliver Licensed
Information via a data feed, you are responsible for loading and maintaining Licensed Information in a timely
manner into your data stores. If we make an API available to you, you may use our APIs to enable Au thorized
Users to use the Products in accordance with the Agreement in conjunction with your own technology systems
provided Clarivate approved accreditations remain visible at all times.
(b) Software. Clarivate may make APIs available to you to configure our Hosted Software and Installed
Software (collectively “Software”) or otherwise allow our Software to interoperate with third-party programs or
services (“Client Configurations”). Such APIs may only be used with the associated Software and in accordance
with the applicable Documentation and/or terms of use. We disclaim all liability for Client Configurations.
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(c) Keys. Our API and data feed keys must not be: (i) shared in any way; (ii) used for multiple interfaces; or (iii)
used in any way that mimics any material functionality of any Products developed or marketed by Clarivate, or
would reasonably be deemed competitive to any Products offered by Clarivate, our affiliates or third party
providers. You must demonstrate interfaced systems if reasonably requested by us.
8. Charges
(a) Payment and taxes. You must pay our charges and reasonable expenses, together with any applicable taxes,
without deduction within thirty (30) days of the date of invoice, unless otherwise provided on your Order. Payment
must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful
interest rate (whichever is lower) for late payment. Our fees are exclusive of tax, and shall be paid by you free and clear
of all deductions or witholdings provided, if you are required by law to deduct or withhold you will be responsible for
paying to Clarivate such additional amount as will, after such deduction or witholding has been made, leave Clarivate
with the same amount as we would have been entitled to receive in the absence of any such requirement to make a
deduction or withholding. Invoice disputes must be notified in writing to Clarivate within thirty (30) days. Once
resolved, payment of disputed invoices will be due immediately.
(b) Changes. We may change the charges for the Products with effect from the start of each renewal term b y
giving you at least sixty (60) days’ written notice. If we believe your creditworthiness has deteriorated we may
require full or partial payment before the continued performance of services. If you receive an electronic
request to change our banking account number, you should contact our Treasury Department.
(c) Increases in usage. If your Order includes limits on usage, you must pay additional charges if you exceed those
limits, based on the rates specified on the Order or our current standard pricing, whichever is greater. If you have
enterprise wide or site wide access set out in your Order, our charges are established based on the size of your
organization, anticipated number of users, site locations and population served as at the date of th e Order, and if
any one or a combination of these elements materially increases (e.g. if you acquire a new affiliate), we reserve
the right to vary the charges.
9. Privacy
Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with applicable
laws relating to the use of personal data relating to individuals ("Data Privacy Laws"), including without limitation any
laws relating to individual rights and cross-border transfers. Each of us will use reasonable efforts to assist one
another in relation to the investigation and remedy of any investigation, claim, allegation, action, suit, proceeding or
litigation with respect to an alleged breach of Data Privacy Laws in relation to activities under the Agreement. Each of
us will maintain, and will require any third party data processors to maintain, appropriate physical, technical and
organizational measures to protect the personal data. You may not use personal data included in the Products (to the
extent such data was not provided by you or collected by Clarivate on your behalf) to send bulk or mass emails or
email blasts; to publish or distribute any advertising or promotional material; or to otherwise use such data in a
manner that is prohibited by applicable law. You acknowledge that you are responsible for your own compliance with
Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data. If we process
personal data as a processor on your behalf, the terms of the data processing addendum at
https://clarivate.com/terms-of-business are hereby incorporated by reference. ‘Data controller’, ‘personal data’ and
‘process’ will have the meaning given in the applicable Data Privacy Laws or the data processing addendum.
10. Confidentiality
Each of us will (i) use industry standard administrative, physical and technical safeguards to protect the other’s
confidential information; (ii) only use the confidential information of the other for purposes related to the performance
of the Agreement (including our provision of the Products); and (ii) not disclose such confidential information to
anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the
Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the
confidential information of the other by statute or court order, that party shall notify the other so that an
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appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits
prior notification. Confidential information of each party includes any information marked as confidential, or which
a reasonable person would consider as being confidential, including information relating to Clarivate IP (including
how it is developed and any underlying models or databases) or pricing, but shall not include information that is or
becomes public or known on a non-confidential basis other than through breach of any duty or obligation of
confidentiality.
11. Audit
(a) Audit right. Without limiting Clarivate’s right to electronically monitor usage of the Products, we or our
professional representatives may audit your compliance with the Agreement, on at least ten (10) business days’
notice and during normal business hours, provided that we will not audit more than once in twelve (12) months,
unless we reasonably believe you are in breach or we are required to by a third party provider .
(b) Costs. If an audit reveals that you have breached the Agreement, you will pay any underpaid charges.
12. Warranties and disclaimers
(a) LIMITED WARRANTY. WE WARRANT THAT (i) WE PROVIDE THE PRODUCTS USING COMMERCIALLY
REASONABLE SKILL AND CARE; (ii) OUR INSTALLED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS
DOCUMENTATION FOR NINETY (90) DAYS AFTER DELIVERY; AND (iii) OUR HOSTED SOFTWARE WILL
SUBSTANTIALLY CONFORM TO IT’S THEN-CURRENT DOCUMENTATION. WE DO NOT WARRANT UNINTERRUPTED
OR ERROR-FREE OPERATION OR DELIVERY OF THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAWS, THESE WARRANTIES AND ANY PRODUCT-SPECIFIC WARRANTIES THAT MAY BE INCLUDED IN
YOUR ORDER ARE THE EXCLUSIVE WARRANTIES FROM CLARIVATE AND WE DISCLAIM ALL OTHER WARRANTIES,
REPRESENTATIONS AND UNDERTAKINGS,EXPRESS OR IMPLIED, INCLUDING OF PERFORMANCE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS.
(b) SOFTWARE. IF WE CANNOT RECTIFY ANY VALID SOFTWARE WARRANTY CLAIM WITHIN A REASONABLE
PERIOD YOU MAY CANCEL YOUR LICENSE OF THE AFFECTED SOFTWARE BY WRITTEN NOTICE TO US. WE WILL
WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES BASED ON A FIVE (5) YEAR STRAIGHT-LINE
DEPRECIATION FROM THE EFFECTIVE DATE OF THE APPLICABLE ORDER FOR THE SOFTWARE.
(c) PROFESSIONAL SERVICES. WE WILL RECTIFY PROFESSIONAL SERVICES IF YOU GIVE US WRITTEN NOTICE OF
A VALID WARRANTY CLAIM WITHIN THIRTY (30) DAYS OF DELIVERY. IF WE CANNOT RECTIFY ANY VALID
WARRANTY CLAIM WITHIN A REASONABLE PERIOD WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL
APPLICABLE CHARGES RELATED TO THE DEFECTIVE SERVICE AND WE MAY TERMINATE THE AFFECTED SERVICES
BY WRITTEN NOTICE TO YOU.
(d) NO ADVICE. WE ARE NOT PROVIDING ANY ADVICE (LEGAL, FINANCIAL OR OTHERWISE) BY ALLOWING YOU
TO ACCESS AND USE THE PRODUCTS. YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF THE
PRODUCTS. IF YOU DESIRE ADVICE, WE ENCOURAGE YOU TO ENGAGE LEGAL OR FINANCIAL PROFESSIONALS TO
HELP YOU INTERPRET THE PRODUCTS. YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTION
OR DAMAGES RESULTING FROM ANY DECISIONS YOU (OR ANY OTHER PARTY ACCESSING THE PRODUCTS
THROUGH YOU) MAKE IN RELIANCE ON THE PRODUCTS. WE ARE NOT A LAW FIRM OR PROFESSIONAL ADVISOR
AND NO ATTORNEY-CLIENT OR OTHER PROFESSIONAL RELATIONSHIP IS CREATED.
(e) THIRD PARTY MATERIALS. WE DO NOT ACCEPT ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR
CLAIMS ARISING FROM, THIRD PARTY TECHNOLOGY OR ANY THIRD PARTY MATERIALS ACCESSIBLE VIA LINKS
IN THE PRODUCTS.
13. Liability
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(a) Unlimited liabilities. Neither of us excludes or limits liability for (i) fraud, (ii) death or personal injury caused
by negligence, (iii) claims for payment or reimbursement or indemnification or (iv) any other liability, including
gross negligence, where not permitted to do so under Applicable Laws and nothing in the Agreement shall be
interpreted to do so.
(b) Excluded losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, anticipated savings,
lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses,
or anticipated savings.
(c) Limitation. The aggregate liability of each of us (and of any of Clarivate’s third party providers) for all claims
arising out of or in connection with the Agreement, including for breach of statutory duty, in tort or in negligence
(collectively ‘Claims’), will not exceed the amount of any actual direct damages up to the amounts payable in the
12 months prior to the first incident under which liability arose (or where the claim arose in the first 12 months of
the Agreement, the amounts that would have been payable in the first 12 months) for the P roduct that is the
subject of the claim.
(d) Claims. Neither of us may assign or transfer Claims.
(e) No liability. We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s
technology or network; (ii) your actions or inaction (other than proper use of the Product), such as failing to follow
the usage instructions or adhering to the minimum recommended technical requirements; (iii) changes you make to
the Products; (iv) your failure to implement and maintain proper and adequate virus or malware protection and
proper and adequate backup and recovery systems; (v) your failure to install updates we have provided to you; or (vi)
other causes not attributable to us. If we learn that the Product failed because of one of these, we reserve the right to
charge you for our work in investigating the failure at our then currently applicable rates. At your request we will
assist you in resolving the failure at a fee to be agreed upon.
(f) Third party intellectual property. If a third party sues you claiming that a Product as provided by Clarivate infringes
their intellectual property rights then, provided your use of such Product has been in accordance with the terms of the
Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are
included in a settlement approved by us, provided that you (i) promptly notify Clarivate in writing of the claim; (ii)
supply information we reasonably request; and (iii) allow Clarivate to control the defense and settlement. We have no
liability for Claims to the extent caused by items not provided by us.
(g) Mitigation. Each of us shall take reasonable steps to limit and mitigate any losses, liability, Claims or other
costs it may incur under the Agreement and which it may seek to recover from the other, including under any
reimbursement or indemnity. Further, in the event a Product infringes or may infringe a third party’s intellectual
property rights we may, at our expense and option: (a) replace or modify the Product to make it non -infringing,
while maintaining equivalent functionality; (b) procure the right for you t o continue using the Product pursuant to
this Agreement; or (c) terminate the Product and provide you a refund on a pro -rata basis.
(h) Equitable relief. Each of us agrees that damages may not be a sufficient remedy for any misuse of the
others intellectual property, confidential information or trade secrets, and each of us may seek equitable relief
(including specific performance and injunctive relief) as a remedy for breach of the Agreement.
14. Term, Termination
(a) Term. The term and any renewal terms for the Products are described in your Order. If either of us does not
wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least
thirty (30) days’ written notice before the end of the then current term.
(b) Suspension. We may on written notice suspend or limit your use of the Products or other Clarivate IP, or
terminate the Agreement, (i) if required to do so by a third party provider, Applicable Laws, court or regulator; (ii) if
you become or are reasonably likely to become insolvent ; or (iii) if there has been or it is reasonably likely that
there will be: a breach of security; a breach of your obligations under the Agreement (including payment); or a
violation of third party rights or Applicable Laws. Our notice will specify the
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cause of the suspension or limitation and, as applicable, the actions you must take to reinstate the Product. If you
do not take the actions or the cause cannot be remedied within thirty (30) days, we may terminate the
Agreement. Charges remain payable in full during periods of suspension or limitation arising from your action or
inaction.
(c) Termination. We may terminate the Agreement, in whole or in part, in relation to a Product which is being
discontinued, on ninety (90) days’ written notice. Either of us may terminate the Agreement immediately upon
written notice if the other commits a material breach and (if capable of remedy) fails to cure the material breach
within 30 days of being notified to do so. Unless we terminate for breach or insolvency, pre-paid charges will be
refunded on a prorated basis for terminations in accordance with the Agreement. Transition assistance may be
provided upon the execution of an Order for such services.
(d) Effect of termination. Except to the extent we have agreed otherwise, upon termination, all your licenses
and usage rights granted end immediately and you must permanently uninstall, expunge, delete or destroy the
Products and Clarivate IP (including any copies thereof) in your or any third party’s control or possession and , if
requested, confirm this in writing. Termination of the Agreement will not (i) relieve you of your obligation to pay
Clarivate any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and
obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.
15. Force majeure
Other than payment obligations arising prior to the force majeure event, neither of us shall be liable for any failure
or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as (but
not limited to) acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire,
explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and
the like.
16. Third party rights
Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other
third parties have any rights or remedies under the Agreement.
17. General
(a) Assignment. You may not assign or transfer the Agreement to anyone else without our prior written
consent, which shall not be unreasonably withheld. We will provide you with written notice if we assign or transfer
the Agreement, in whole or in part, as part of our business reorganization, which we may do provided the Products
will not be adversely affected.
(b) Marketing. Upon advanced written consent, which shall not be unreasonable withheld, we may refer
to you as a customer and use your trade names, trademarks, service marks, logos, domain names and other
brand features in our marketing materials, customer lists, presentations and related materials.
(c) Amendment. We may amend the Agreement from time to time, with such changes being effective upon renewal.
(d) Enforceability. The Agreement will always be deemed modified to the minimum extent necessary for
it to be enforceable, unless modification fundamentally changes the Agreement.
(e) Non-solicitation. Clarivate is an independent contractor. You must not directly or indirectly solicit or
recruit or attempt to solicit or recruit for employment or engagement any personnel of Clarivate during the term
and for twelve (12) months thereafter. Employment resulting from a general public advertisement or search
engagement not specifically targeted at the relevant personnel is not precluded.
(f) Performance. We may perform some or all of our obligations from any of our offices globally or through any of
our affiliates or third parties. Such affiliates and third parties are obligated to confidentiality obligations and we
remain responsible for their performance.
(g) Headings and summaries. Headings and summaries shall not affect the interpretation of the Agreement.
(h) Waiver. Neither of us waives our rights or remedies by delay or inaction.
(i) Governing law and jurisdiction. Each of us agrees that any claim arising out of or in connection with the Agreement
(including its formation) is subject to the exclusive governing law and exclusive jurisdiction specified in the
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Order. BOTH YOU AND CLARIVATE EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE
EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN
ANY COURT.
(j) Precedence. In the event of any conflict within the Agreement, the descending order of precedence is: the
Order; the referenced documents (including any specific product/service terms); the remaining terms and
conditions of this Agreement.
(k) Notices. Notices for Clarivate must be directed to contract.admin@clarivate.com. Notices for you will be
directed to the Client entity and address identified in the Order. Each of us may update our notice information
upon prior written notice to the other.
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Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 3 of 6
PRODUCT / SERVICE TERMS ADDENDUM
In addition to the Terms, your use of the below listed products are subject to these additional
terms and conditions:
ProQuest Platform & Ebooks
1. Online Research Services. You may use the Product to facilitate online research for your
internal research, reference or educational purposes as outlined below provided that doing so
does not violate an express provision of this Agreement:
(a) Research and Analysis. You and your Authorized Users are permitted to display and use
reasonable portions of information contained in the Product for educational or research
purposes, including illustration, explanation, example, comment, criticism, teaching, or analysis.
(b) Digital and Print Copies. You and your Authorized Users may download or create printouts
of a reasonable portion of articles or other works represented in the Product (i) for your own
internal or personal use as allowed under the doctrines of "fair use" and "fair dealing”; (ii) when
required by law for use in legal proceedings or (iii) to furnish such information to a third party
for the purpose of, or in anticipation of, regulatory approval or purpose provided that the
recipient is advised that the copies are not for redistribution. All downloading, printing and/or
electronic storage of materials retrieved through the Product must be retrieved directly from
the on-line system for each and every print or digital copy.
(c) Electronic Reserves, Coursepacks, and Intranet Use. Provided that you do not circumvent
any features or functionality of the Product, you and your Authorized Users may include
durable links to articles or other works (or portions thereof) contained in the Product in
electronic reserves systems, online course packs and/or intranet sites so long as access to such
materials are limited to Authorized Users. For clarity, you may not otherwise enable access to use of the
Product by or for the benefit of any non -subscribing, unauthorized school, library, organization, or user.
(d) Fair Use/Fair Dealing. You may not publish, broadcast, sell, use or provide access to the
Product or any materials retrieved from the Product in any manner that will infringe the
copyright or other proprietary rights of Clarivate or its licensors. You and your Authorized Users
may use the materials contained within the Product consistent with the doctrines of "fair use"
or "fair dealing" as defined under the laws of the United States or England, respectively.
2. Academic Institutions. If you are an academic institution, school, or public library the
following license rights also apply:
(a) Interlibrary Loan (ILL). You may loan digital or print copies of materials retrieved from the
Product to other libraries, provided that (i) loans are not done in a manner or magnitude that
would replace the receiving library’s own subscription to the Product or purchase of the
underlying work (e.g., newspaper, magazine, book), (ii) you comply with any special terms
governing specific content or licensors as described in the Agreement, (iii) with respect to
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Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 4 of 6
ebooks, copying is limited to small portions of a book, and (iv) you comply with all laws and
regulations regarding ILL.
(b) Scholarly Sharing. You and your Authorized Users may provide to a third party colleague
minimal, insubstantial amounts of materials retrieved from the Product for personal use or
scholarly, educational research use in hard copy or electronically, provided that in no case is
any such sharing done in a manner or magnitude as to act as a replacement for the recipient's
or recipient educational institution's own subscription to either the Product or the purchase of
the underlying work.
3. Corporate Institutions. Provided that you do not violate an express provision of this
Agreement, Authorized Users may share research and reports internally within your
organization and with other Authorized Users, subject to the transactional pricing that may be
triggered, and provided that Authorized Users do not remove any copyright or other notices on
the content. You and your Authorized Users may not share searches or articles outside of the
subscribing institution. In order to share articles outside the subscribing institution, Authorized
Users should contact the publisher directly or contact a copyright clearance company for
permission to redistribute articles. Once permission is secured, the article must be sourced as
coming from Clarivate.
4. Restrictions. Except as expressly permitted in this Addendum, you and your Authorized Users
shall not:
a) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble,
discover, transform, reverse engineer, benchmark, frame, mirror, translate or transfer
Clarivate IP in whole or in part, or as a component of any other product, service or
material;
b) Remove any copyright and other proprietary notices placed upon the Product or any
materials retrieved from the Product by Clarivate or its licensors;
c) Circumvent any use limitation or protection device contained in or placed upon the
Product or any materials retrieved from the Product;
d) Perform penetration tests or use the Product to execute denial of service attacks;
e) Perform automated searches against Clarivate’s systems (except for non -burdensome
federated search services), including automated “bots,” link checkers or other scripts or
otherwise scrape data from the Product;
f) Provide access to, or use of the Product by or for the benefit of, any unauthorized
school, library, organization, or user;
g) Publish, broadcast, sell, use or provide access to the Product or any materials
retrieved from the Product in any manner that will infringe the copyright or other
proprietary rights of Clarivate or its licensors;
h) Use the Product to create products (including tools, algorithms or models) or perform
services which compete or interfere with those of Clarivate or its licensors;
i) Text mine, data mine or harvest metadata from the Product, use the Product or
underlying data in conjunction with any third-party technology or any artificial
intelligence, algorithms or models, or use the Product or underlying data to develop or
train any artificial intelligence, algorithms or models.
j) Communicate or redistribute materials retrieved from the Product; or
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Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 5 of 6
k) Download all or parts of the Product in a systematic or regular manner or so as to
create a collection of materials comprising all or a material subset of the Product, in any
form.
l) Store any information on the Product that violates applicable law or the rights of any
third party.
5. Streaming Video and Audio Products. Audio and Video files are delivered via streaming
service over the Internet. You and your Authorized Users shall not download or otherwise copy
the streaming videos or audio contained in the Product. In the case of content that can
potentially be publicly performed, you must secure permission from the licensor and/or the
copyright holder for any public performance other than reasonable classroom and educational
uses.
6. MARC Records. MARC records may be placed in your online public access catalog (OPAC) or
shared online catalog (e.g., WorldCat) unless otherwise specified on the Order with respect to a
particular Product.
7. Scholar/Researcher Profiles. The data contained within scholar profiles are for use in
facilitating research and collaboration amongst colleagues. Neither you nor your Authorized
Users may export or otherwise exploit the scholar profiles for mass mailings or similar
marketing purposes.
8. Electronic Resource Discovery, Access, and Managemen t. For electronic resource discovery
(e.g., Summon, 360 Link), access and/or management services, you reserve all right, title and
interest in all specific data you contribute to the Product (which may include but is not limited
to your created metadata, bibliographic information, holdings and circulation data) and you
grant Clarivate permission to use such data in raw form for the limited purpose of operating
and improving the Product and such information may only be provided to third parties in
aggregate form. Raw usage data containing information relating to the identity of specific users
shall not be provided to any third party without your permission. Provided that such access,
use, and/or sharing does not violate an express provision of the Agreement, you and your
Authorized Users are permitted to: (a) access the Product and information derived from the
Product in order to discover, manage and provide access to library resources you own or
license, (b) create, store and retain any reports and lists delivered by the Product, (c) share data
about your own library holdings that are retrieved from such Product with third party
applications, so long as prior written notice is provided to Clarivate and all pricing information is
kept confidential to the fullest extent permitted by applicable law; and (d) display metadata,
bibliographic and holdings information in the library catalog available on your library website.
9. Library Catalog Enrichment Service. For library catalog enrichment Products (e.g., Syndetics),
you may use the enrichment elements for the sole purpose of augmenting your own library
OPAC or website. You may not convert Product metadata records into MARC format, nor
distribute or display the enrichment elements in any third party applications, catalogs or
websites.
10. Analytics. Some Products contain library collection analysis capabilities related to library holdings, or
functionality that allows Authorized Users to create reports, lists, or alerts. You and your Authorized Users may
create, download, store and retain any such analytics or lists delivered by the Product. Clarivate may use library
holdings and other information in the Product for comparison and metrics purposes and in order to better
understand its customers’ needs.
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Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 6 of 6
11. Perpetual Archive License. Where you have perpetually licensed content from us through a
Perpetual Archive License (PAL), as set out in your Order, your PAL content may only be
revoked if you materially breach your Agreement, or if the licensed materials contain errors or
could be subject to an infringement or other adverse claim by a third party. Additionally, your
PAL content is maintained in the Clarivate platform subject to an annual Continuing Service Fee
(CSF). The CSF will be invoiced in arrears on your contract anniversary date. If you lose the
ability to access your PAL content online (e.g., if Clarivate discontinues online access services),
or if the PAL content are otherwise eligible for local loading, you may obtain digital copies upon
certifying that you will secure and restrict use of the PAL content as contemplated under your
Agreement, using systems and technology at least as protective as Clarivate’s. In the case of
audio files, any local access must be restricted by DRM and be limited to one (1) simultaneous
user (unless you track playbacks and make all royalty payments to copyright holders for
mechanical and performance rights). All use of locally-loaded materials continues to be subject
to this Agreement. You are responsible for any file transfer costs.
12. Data Mining. You may not text mine, data mine or harvest metadata from the Product. Your
ability to extract and compile data from locally-loaded copies of your PAL content is subject to
any content-specific restrictions. Where permitted, you may use content solely for your
teaching, learning, and research purposes.
13. Supplemental Terms. Some content included in the product has terms of use applicable
solely to such content. Content-specific terms are clearly displayed with the associated content
or embedded in the systems and technologies incorporated into the product. Where third-party
databases or content are subject to supplemental terms, such terms shall be clearly referenced
on the order form. Such supplemental terms shall not materially alter use of the product.
14. Authorized Users. “Authorized User” means, as it relates to your principal location and any
additional sites on your Order:
(a) For public libraries: library staff, individual residents of your reasonably defined geographic
area served, and walk-in patrons while they are on-site; and
(b) For schools and other academic institutions: currently enrolled students, faculty, staff, and
visiting scholars, as well as walk-in patrons while they are on-site.
(c) For corporate organization, your employees and independent contractors while performing
their work.
For clarity, ‘Authorized User’ excludes corporate affiliates, academic bookstores, non -
subscribing institutions, and alumni unless expressly included on the Order.
15.Governing Law and Jurisdiction. If you are a United States company, the laws of California
(without regard to conflicts of laws) govern all matters arising out of or relating to this
Agreement and you consent to the jurisdictional venue in California. The United Nations
Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
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Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. : N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
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8/15/2023
8/15/2023
June 19, 2023
789 E. Eisenhower Parkway, Ann Arbor, MI, 48108 Tel: +1-800-521-0600, +1-734-761-4700
Jeannie Kays
Director of Library Services
Palm Springs Public Library
300 S. Sunrise Way
Palm Springs, CA 92262
Dear Customer,
ProQuest LLC, a part of Clarivate (“ProQuest”) aggregates source material from third-party publishers and
creates associated abstracts, indexes, transcripts, and other proprietary elements for such material to make
up our products and services. The databases we provide are derivative works as defined under the
Copyright Act of 1976, Title 17 U.S.C. and are subject to separate copyright protection. ProQuest is the
sole holder of the copyright in the ProQuest-created products and services as a collective or derivative.
With respect to third-party databases, ProQuest distributes and hosts certain third-party databases and in
some cases provides the associated full-text articles, transcripts, and other value-added elements to
complement the offering through ProQuest’s own proprietary online search engines. Additionally,
ProQuest is the proprietary owner of the on-line platforms that form a substantial part of the ProQuest®,
Alexander Street™, RefWorks®, and its other on-line information and research services.
As a result, only ProQuest can provide the content combined with the proprietary platform and user
experience for the following products/services:
Ancestry Library Edition
HeritageQuest
Sincerely,
Jeff Anusbigian
Vice President, Sales Operations
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