ONLINE CONTENT PURCHASE AGREEMENT

ONLINE CONTENT LICENSE AGREEMENT -- INTERNATIONAL VERSION

[This Agreement is designed to be submitted electronically and does not require your signature. If library protocols require you to submit this Agreement in paper (hardcopy) form, click here to open an Adobe Acrobat version of the license agreement, which you should print out, complete, sign, and submit to the address shown at the bottom of the Agreement.

Agreement dated ending by and between Scholastic, 90 Old Sherman Turnpike, Danbury Connecticut, 06816 and ("Licensee") concerning access to the Online Content (each a "Database" and collectively the "Licensed Content") specified below on Schedule A, incorporated herein and made a part hereof.

GRANT: In consideration of Licensee's agreement to the terms hereof, including payment of the license fee set forth in paragraph 3 hereof, Scholastic hereby grants to Licensee the nonexclusive, nontransferable right to access and use the Licensed Content during the Term solely in strict accordance with the terms hereof. All rights not expressly granted herein are reserved to Scholastic.
TERM: The term of this Agreement shall be for one year or for a period as set forth in Schedule A. Renewals shall be as agreed in writing.
LICENSE FEE: In consideration of the rights granted hereunder, Licensee shall pay to Scholastic the license fee(s) in the amount(s) and on the payment terms as set forth in Schedule A.
CONDITIONS OF USE: The Licensed Content contains copyrighted and other proprietary materials. Licensee shall not reproduce the Licensed Content in whole or in part by any means without the express prior written consent of Scholastic, provided, however, that certain Databases within the Licensed Content may provide the ability to save and print portions thereof for the personal, noncommercial use of the Licensee, preserving all copyright notices embedded within those portions.

Remote access is permitted under the terms of this Agreement to authorized members of the user community of the Licensee, solely as may be specified in Schedule A. If remote access is included it shall not be permitted from any public or private third-party educational facility or library institution other than those of the Licensee.
AUTHORIZED USE: The license granted hereunder for the Licensed Content is for the unlimited use of the user community defined in Schedule A. Licensee represents and warrants that the user population and site data provided in Schedule A are true and accurate representations of same.

Licensee shall take all reasonable security measures to prevent unauthorized access to the Licensed Content as established and maintained by Licensee. At all times hereunder, Licensee shall remain liable for ensuring that all authorized use shall be in compliance with the terms of this Agreement. Licensee shall not sublicense, lease, rent, sell, donate, assign or transfer the Licensed Content or the rights granted hereunder or make copies of the Licensed Content except as expressly authorized hereunder.
CONTENT AND COPYRIGHT: Licensee acknowledges and agrees that all copyrights, trade secrets, patents and other intellectual property rights in and to the Licensed Content are and shall remain vested in Scholastic and its designees. Licensee shall not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in 4 hereof), create new works from, distribute, perform, display or in any way exploit, any of the Licensed Content in whole or in part.
LIMITATION OF LIABILITY/DISCLAIMER:
EXCEPT AS SET FORTH IN THIS PARAGRAPH 7, THE LICENSED CONTENT IS LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND. SCHOLASTIC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO ITS QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SCHOLASTIC DOES NOT WARRANT THAT ANY FUNCTIONS CONTAINED IN THE LICENSED CONTENT ARE ERROR FREE OR THAT DEFECTS IN THE LICENSED CONTENT WILL BE CORRECTED. THE LICENSEE SHALL BEAR THE ENTIRE RISK RELATING TO QUALITY, PERFORMANCE AND SUITABILITY OF THE LICENSED CONTENT. SCHOLASTIC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY THIRD-PARTY CONTENT ACCESSED THROUGH HYPERTEXT LINKS IN THE LICENSED CONTENT. SCHOLASTIC EXPRESSLY DISCLAIMS ANY ENDORSEMENT OF, RESPONSIBILITY FOR, OR RELATIONSHIP OF ANY KIND WITH ANY THIRD-PARTY SITES ACCESSIBLE THROUGH HYPERTEXT LINKS. NO ADVICE BY SCHOLASTIC OR A SCHOLASTIC-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

Scholastic represents and warrants that Licensee's use of the Licensed Content in accordance with the terms of this Agreement shall not infringe any U.S. copyright or trademark rights of third parties. Except as set forth herein, Scholastic shall in no event be liable for any direct, indirect, incidental, or consequential damages arising out of or in connection with the use, inability to use, or the performance of the Licensed Content. In no event shall Scholastic's liability exceed the license fees paid hereunder.
TERMINATION:
This Agreement is for the term stipulated in paragraph 2. Except as specifically set forth herein, no refund or rebate of license fees paid by the Licensee shall be made for any portion of the term in which the Licensee elects not to use the Licensed Content.
Scholastic may terminate this Agreement for any or no reason upon 60 days written notice, in which case, all previously paid fees representing unused portions of the term of this license shall be repaid to the Licensee.
GENERAL TERMS:

a. Governing Law - This Agreement shall in all respects be construed and governed by the internal laws of the State of New York.
b. Complete Agreement - This Agreement is the complete agreement between the parties with respect to its subject matter and supersedes all previous agreements and understandings, whether oral or written, between the parties. This Agreement may not be modified or amended except in a writing signed by both parties.
c. Severability - The terms of this Agreement are severable, and the invalidity of any provision of this Agreement shall not affect the validity of any other provisions.
d. Confidentiality - Licensee acknowledges and agrees that the terms and conditions of this Agreement (including but not limited to pricing) shall be kept confidential at all times, and Licensee shall not use or divulge such knowledge to any third party without Scholastic's prior written permission. The terms of this paragraph shall survive the expiration or earlier termination of this agreement.

SCHEDULE A

I. LICENSEE

Licensee (Bill To):
As Agent (Authorizing Person's name):
Address:
City:
State/Province:
Country:
Postal Code:
E-mail:
Phone:
Fax:
Technical Contact:
Technical Contact's E-mail:
Technical Contact's Phone:

II. LICENSED CONTENT

COMPLETE GROLIER ONLINE PACKAGE

ENCYCLOPEDIA AMERICANA

GROLIER MULTIMEDIA ENCYCLOPEDIA

THE NEW BOOK OF KNOWLEDGE

LA NUEVA ENCICLOPEDIA CUMBRE

THE NEW BOOK OF POPULAR SCIENCE

LANDS AND PEOPLES

AMERICA THE BEAUTIFUL

AMAZING ANIMALS OF THE WORLD

BOOKFLIX

BOOKFLIX PUBLIC LIBRARY GOLD

BOOKFLIX PUBLIC LIBRARY SILVER

STUDY JAMS

III. LICENSE TERM

TERM: year(s), Start Date: End Date: beginning from date of delivery (authentication).

IV. LICENSE FEES

BASE FEE: Licensee agrees to pay Scholastic the sum of US $ as a fee for access to the Grolier Online Databases specified above and the sum of US $ as a fee for access to the BookFlix content, for a total fee as specified below by patrons of the institution(s) listed in Section I of this Schedule. This fee licenses both on-site and remote access, where technically feasible, for schools, patrons of public libraries and institutions of higher education.

TOTAL LICENSE FEE: US $ P.O. # (if applicable)

V. LICENSES

License to the Licensed Content specified in Section II of this Agreement is granted to the sites and/or user populations listed below and shall be subject to the exceptions or limitations listed below under "Additional Information." Please list each site to be licensed below.

Note: It is imperative that you list any/all sites below for which you wish to license access.
If there is not sufficient space to list all sites, please add them under "Additional Information". Scholastic also welcomes receiving this information electronically via an MS Excel file. Other sites and/or populations may be added to the license only under the terms of an AMENDED AGREEMENT. If you have questions regarding the submission of the licensed site information, please call Customer Service at 00 1 888-326-6546.

Institution Name	User Pop.^*	Librarian Name & Telephone Number	Email Address	IP Address

* For public libraries, list population of legal service area

The information requested within Schedule A & B is required to properly authenticate your account. Click here for our privacy statement. To download an Acrobat version of our privacy statement, click here.

SCHEDULE B

I. CONNECTIVITY

The information below is required to properly authenticate your account.

IP Addresses:

What is the PUBLIC IP address, or address range, for the user group(s) covered under this Agreement?

Note: If you will require user statistics for individual sites, you must provide a unique, public IP address or address range for each site.

Select one of the following:

(a) Are the addresses listed above shared with nonsubscribing sites?

(b) Exclusive to the licensed site(s)?

(To verify the information provided, go to a workstation on the network to be authenticated and point your browser
at http://gi.grolier.com/cgi-bin/capipinfo.pl. The address listed at the top of the form is what the Internet sees from
your site.)

II. ADDITIONAL INFORMATION

To download an Acrobat version of our privacy statement, click here.

Please check here to opt-out of receiving product updates and e-mail promotions.

I agree to the terms of the Scholastic Online Content License Agreement.

For questions please call:
00 1 888-326-6546

Click here to download an Adobe Acrobat version of this document.