CRN Directory On-Line
License Agreement
This License
Agreement (this “Agreement”) by and between the individual, company,
organization or other legal entity on whose behalf this Agreement is accepted
(hereinafter “Subscriber”), as identified under “Customer Information” in the
online subscription form completed pursuant hereto (the “Registration
Materials”), and Community Resource Network, an Illinois non-profit
corporation (hereafter CRN).
By clicking the
“PROCEED TO CHECKOUT” button below, or otherwise requesting and using the
Service, you agree as Subscriber or agree on behalf of Subscriber both to be
bound by the terms of this Agreement and to become a party of it. If you do not
agree to the terms of this Agreement, you must not request, download or use the
Service.
Whereas, CRN has developed an on-line database of information, regarding health
and human services agencies in northeastern Illinois and northwestern Indiana,
including the counties of Cook, DuPage, Lake, McHenry, Will and parts of Grundy
and De Kalb, known as the Directory of Health and Human Services in
Metropolitan Chicago (hereafter “CRN Directory On-Line”) and
Whereas, the CRN Directory On-Line service and the functions, facilities, and
services related thereto (“Service”) is a subscription service within a
proprietary World Wide Web site operated and maintained by CRN at the URL: www.communityresourcenetwork.org
Whereas, CRN and its licensors own all proprietary rights and intellectual
property (including, without limitation, all copyright) in and to the CRN
Directory On-Line, the database, software and tools related thereto, and other
intellectual property associated with the Service; and
Whereas, Subscriber wishes to make use of the Service;
Now therefore, in consideration of the above and the terms and covenants set forth
below, the parties stipulate and agree as follows:
1. LICENSE OF CRN
DIRECTORY ON-LINE
CRN grants to
Subscriber, and Subscriber hereby accepts, a limited, non-transferable and
non-exclusive license during the term of this Agreement to use the CRN
Directory On-Line through the Service for searching and retrieval of data
elements for information and referral purposes and for no other purposes
without the prior written consent of CRN. The foregoing license permits the
Subscriber (and its Users) (i) to view the information in the CRN Directory
On-Line, conduct queries of the CRN Directory On-Line, and utilize the software
tools incorporated into the CRN Directory On-Line, and (ii) print hard copies
or electronic copies and/or transmit to third parties, or publish to the
general public, individual CRN Directory On-Line entries and any data which
does not compromise a significant portion of the CRN Directory On-Line,
provided that such transmissions and publication is not undertaken on a
systematic basis and does not involve the systematic reproduction or storage of
a significant portion of the Directory Database. All other rights in and to the
CRN Directory On-Line are retained by CRN.
2. ADDITIONAL
TERMS AND CONDITIONS OF LICENSE
a) As used in this
Agreement, the terms “you”, “your” and “Subscriber” refer to the individual,
company, organization or other legal entity on whose behalf this Agreement is
accepted.
b) Any changes or
improvements to the CRN Directory On-Line’s architecture, functionality,
programming or content (or the Service generally) suggested by Subscriber or
any User to CRN shall be the property of CRN. Subscriber may not alter, modify
or otherwise vary the CRN Directory On-Line without prior written consent of
CRN.
c) Subscriber may not
remove, alter or modify any copyright or other proprietary notices of CRN
contained in any copies of the content of the CRN Directory On-Line made under
the terms of the license granted to in this Agreement.
d) THE CRN DIRECTORY
ON-LINE AND SERVICE IS MADE AVAILABLE ON AN “AS IS” BASIS. CRN MAKES NO
WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CRN HAS MADE GOOD FAITH
EFFORTS TO ASSURE THE ACCURACY AND COMPLETENESS OF THE CONTENTS OF THE CRN
DIRECTORY ON-LINE, BUT ALL USE IS AT THE USER’S OWN RISK AND CRN SHALL NOT BE
RESPONSIBLE FOR ANY DAMAGES OR EXPENSES OF ANY TYPE, INCLUDING BUT NOT LIMITED
TO, LOST PROFITS, LOST BUSINESS, OR OTHERS AS A RESULT OF ERRORS OR OMISSIONS
IN THE DATA. CRN SHALL NOT BE RESPONSIBLE FOR INCIDENTAL, INDIRECT, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGE RELATING TO, ARISING OUT OF OR IN CONNECTION
WITH THE USE OR INABILITY TO USE THE SERVICE.
e) Subscriber shall
at all times comply with all applicable laws, rules and regulations with
respect to its use of the Service, including without limitation laws governing
the exportation and re-exportation of technology.
f) Subscriber assumes
responsibility for the internet access to the Service. CRN assumes no
responsibility for the operating environment in which the Service is to
function.
g) Subscriber agrees
to indemnify and hold CRN harmless from any cost or expense (including
reasonable attorney’s fees) arising out of any claim, action, liability, cause
of action or suit brought or made against CRN by Subscriber or any third party
in any way related to subscriber’s use of the CRN Directory On-Line or the
Service.
h) The information
and materials made available by CRN in connection with the Service, including
the CRN Directory On-Line, are protected by law, including but not limited to
United States Copyright Law and international treaties. CRN reserves, on behalf
of CRN and its licensors, all rights not expressly granted to Subscriber in
this Agreement and all right, title, and interest (including all copyrights and
other intellectual property rights) in the CRN Directory On-Line and any
functionality and tools contained therein. In addition, Subscriber acknowledges
that the aggregated information contained in the CRN Directory On-Line, as well
as all components, software and tools made available through the Service
constitutes the “Confidential Information” of CRN, except to the extent it is
or becomes a part of the public domain through no act or omission of Subscriber
or its Users. Subscriber will not (except as specifically authorized in this
Agreement), during the term of this Agreement or thereafter, publish,
reproduce, disclose, publicly display, distribute, transmit, sell, rent, lease,
loan, publish or release any such Confidential Information, in whole or in
part, to any third party without the prior written consent of CRN or being
required to do so by a court of competent jurisdiction.
i) CRN has no control
over the content of the World Wide Web sites or other content that may be
access from the CRN web site through hypertext links (‘Linked Sites”), and is
not responsible for their content. Any Linked Sites are provided for your
convenience only and you access them at your own risk.
3. USER NAME AND
PASSWORD
a) A “User” is (i)
Subscriber, if Subscriber is a natural person, or (ii) employees and personnel
(and in the case of a Subscriber which is a library or other public
institution, patrons) of Subscriber authorized by Subscriber to access the
Service if Subscriber is a corporation, organization or other entity aside from
a natural person.
b) To the extent that
Subscriber is not a natural person, Subscriber agrees to assign one contact
person in its organization to administer the user identification assigned by
CRN (the “User ID”) and associated password (the “Password”) for Subscriber.
Any User may access the database from any computer at any location with
internet access. However, the number of Users logged in at the same time will
be limited to the number of Users identified in the Registration Materials and
for which the applicable subscription fee has been paid.
c) CRN may elect to
issue a separate User IDs and Password for each User of a Subscriber with
multiple Users rather than a single User ID and Password for a Subscriber. In
such event, no other personnel of Subscriber shall use a User ID and Password
other than the assigned User.
d) If Subscriber is
not a natural person, Subscriber agrees to obtain, for the benefit of CRN, the
agreement to the terms and conditions of this Agreement by all Users of
Subscriber and to be responsible for the full compliance with the terms and
conditions of this Agreement by all such Users. Subscriber is responsible for
undertaking reasonable measures to prevent use of the Service by its Users in a
manner that breaches the restrictions set forth in this Agreement.
e) Subscriber (and,
as applicable, its Users) is solely responsible for maintaining the
confidentiality of its Password, and for all use, whether authorized or
unauthorized, of the Service under its User ID and Password. CRN shall have no
obligation with regard thereto. If the Subscriber has subscribed on behalf of a
library or other public institution, an employee of Subscriber shall personally
access the Subscription prior to permitting access thereto by the patron,
without disclosing the Subscriber’s Password to the patron.
f) Subscribers must
promptly inform CRN if they suspect any breach of security, such as loss,
theft, or unauthorized disclosure or use of any User ID, Password, or credit
card number used in connection with the Service. Until CRN is properly notified
of a breach of security by e-mail notice to tbarillas@communityresourcenetwork.org
or by telephone at (312) 491-7810, the Subscriber will
remain responsible for any unauthorized use of the Service occurring under the
Subscriber’s User ID and Password. Liability for unauthorized use of
Subscriber’s credit card is subject to your agreement with Subscriber’s credit
card company.
g) REMEMBER YOUR
USER NAME AND PASSWORD! If you forget either of them, CRN may disclose them
to you under security procedures determined by CRN, which may result in
substantial delays in your ability to access the Service.
4. PAYMENT
Subscriber agrees to
pay CRN the annual subscription fee identified in the Registration Materials
for the number of Users identified in the Registration Materials to use the CRN
Directory Online. Password and User ID(s) will be issued via e-mail upon
confirmation of payment for the term of this Agreement.
5. TERM
The term of this
Agreement shall commence upon the date of the e-mailed confirmation and
issuance of Password and User ID (the “Effective Date”) and shall continue in
force for a period of one year unless extended or earlier terminated by mutual
agreement, or terminated pursuant to the terms of this Agreement. Subscriber
may renew the Agreement by executing a renewal form provided by CRN (either
online or in writing) and paying the then-current annual subscription fee for
the Service; provided that CRN reserves the right to accept or decline any
renewal. Any renewal accepted by CRN shall not be effective until payment is
received and shall continue until the next anniversary of the Effective Date.
6. TERMINATION
a) Upon default by
Subscriber of any of the terms of this Agreement CRN may immediately terminate
this Agreement and then give written notice of termination to the Subscriber.
Failure to renew this agreement at the end of the term as described in this
Agreement will constitute termination by the Subscriber. Upon termination of
this agreement, all associated User ID(s) and Password(s) will be deactivated.
Paragraphs 2, 4, 6, 7 and 8 shall survive termination or expiration of this
Agreement.
b) Subscriber may
terminate the agreement by notifying CRN, in writing, either by e-mail to tbarillas@communityresourcenetwork.org
or regular mail to: Community Resource Network,
c) CRN may at any
time, without notice or liability, change or eliminate any content or feature
of the Service, or restrict the use of any portion of the Service, including
limiting the time of its availability, the amount of use permitted, or the
persons who are permitted to use it. Without limitation to the foregoing, CRN
may periodically update or enhance the data and software tools will be
incorporated from time to time into the CRN Directory On-Line and may decline
to offer subscription to some or all such data or tools for subscription.
Subscriber’s only right with respect to any dissatisfaction with any service
related change or elimination is to terminate this Agreement and discontinue
use of the Service by delivering proper notice to CRN in accordance with the
instructions provided in paragraph b) above.
7. SUBSCRIBER
REPRESENTATIONS
Subscriber hereby
represents and warrants that the information provided in the Registration
Materials is accurate and complete in all respects. Without limitation to the
foregoing, if Subscriber has identified itself as a nonprofit organization,
then Subscriber represents that Subscriber is an academic, non-profit or
government institution.
The person e-signing
this Agreement on behalf of Subscriber as set forth in the second paragraph of
this Agreement hereby represents and warrants that he or she is duly authorized
to execute and deliver this Agreement of behalf of Subscriber.
8. MISCELLANEOUS
a) This Agreement
shall be governed by and construed in accordance with the laws of the State of
b) Subscriber
acknowledges and agrees that money damages would be an inadequate remedy for
its breach of this Agreement, because of the difficulty of ascertaining the
amount of damages that would be suffered by CRN in connection therewith.
Therefore, Subscriber agrees that CRN shall be entitled to equitable relief,
including injunction and specific performance, in the event of any breach of
the provisions of this Agreement, in addition to all other remedies available
to CRN at law or in equity.
c) If Subscriber is
subscribing to the CRN Directory On-Line on behalf of any part of the United
States Government, the following provisions apply. The CRN Directory On-Line
and all related materials are deemed to be “commercial software” and any
documentation provided with respect to the CRN Directory On-Line is deemed to
be “commercial computer software documentation” pursuant to DFAR Section
227.7202 and FAR 12.212, as applicable. Any use, modification, reproduction,
release, performance, display or disclosure of the CRN Directory On-Line or
related materials by the U.S. Government or any of its agencies shall be
governed solely by the terms of the Agreement and shall be prohibited except to
the extent expressly permitted by the terms of the Agreement. If Subscriber is
a U.S. State or an agency or instrumentality thereof, Subscriber acknowledges that
its use, accessing, searching, downloading, and saving of materials included in
the CRN Directory On-Line are governed by, and subject to, this Agreement and
waives all defences of sovereign immunity against the enforcement of this
Agreement against Subscriber.
d) This Agreement
constitutes the entire understanding of the parties hereto with respect to the
subject matter hereof and supersedes all prior negotiations, discussions,
undertakings and agreements between the parties. This Agreement may be amended
or modified only by a document executed (either online or in writing) by both a
person authorized to sign on behalf of Subscriber and duly authorized officers
of CRN. No delay or omission by either party hereto to exercise any right or
power occurring upon any non-compliance or default by the other party with
respect to any of the terms of this Agreement shall impair any such right or
power or be construed to be a waiver thereof. A waiver by either of the parties
hereto of any of the covenants, conditions, or agreements to be performed by
the other shall not be construed to be a waiver of any succeeding breach
thereof or of any covenant, condition, or agreement herein contained.
e) This Agreement
cannot be assigned by Subscriber without the prior written consent of CRN. CRN
may assign its rights hereunder. This Agreement shall be binding upon the
successors and assigns of both parties.
I have read and understood this agreement and hereby express my assent to the above terms and conditions.