eBook License Agreement
Revised September 29, 2010
Thomson Reuters (Tax & Accounting) Inc., d/b/a EBIA and/or RIA (“TRTA”) agrees to grant, and the user of the eBook agrees to accept, a nonexclusive license to use the eBook under the terms and conditions of this eBook License Agreement (“Agreement”). Your use of the eBook constitutes your agreement to the terms and conditions set forth in this Agreement. This Agreement, or any part thereof, cannot be changed, waived, or discharged other than by a statement in writing signed by you and TRTA. Please read the entire Agreement carefully.
1. eBook Usage. The TRTA eBook may be used by one user on one computer. The user of the eBook shall be subject to all of the terms of this Agreement, whether or not the user was the purchaser.
2. Annual Subscription. If you have purchased an annual subscription, you are entitled to access and view the current quarterly edition of the eBook plus the next three quarterly editions, until each edition’s expiration date, which is approximately one month after the next edition is released. You will not be able to access or view the eBook after that edition’s expiration date.
3. Printing. You may occasionally print a few pages of the eBook’s text (but not entire sections), which may include sending the printed pages to a third party in the normal course of your business, but you must warn the recipient in writing that copyright law prohibits the recipient from redistributing the eBook content to anyone else. Other than the above, you may not print pages and/or distribute eBook content to others.
4. Copyright, Use and Resale Prohibitions. TRTA retains all rights not expressly granted to you in this Agreement. The software, content, and related documentation in the eBook are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Nothing in this Agreement constitutes a waiver of TRTA’s rights. TRTA will not be responsible for performance problems due to circumstances beyond its reasonable control. Other than as stated in this Agreement, you may not copy, print, modify, remove, delete, augment, add to, publish, transmit, sell, resell, license, create derivative works from, or in any way exploit any of the eBook’s content, in whole or in part, in print or electronic form, and you may not aid or permit others to do so. The unauthorized use or distribution of copyrighted or other proprietary content is illegal and could subject the purchaser to substantial damages. Purchaser will be liable for any damage resulting from any violation of this Agreement.
5. No Transfer. This license is not transferable by the eBook purchaser unless such transfer is approved in advance by TRTA. Provided, however, that the purchaser of a “standard option” manual subscription may give his or her copy of the eBook to a coworker to use, in which case the coworker will be subject to the terms and conditions of this Agreement.
6. Disclaimer. The eBook, or any support given by TRTA’s technical support staff, are in no way substitutes for assistance from legal, tax, accounting, or other qualified professionals. If legal advice or other expert assistance is required, the services of a competent professional person should be sought.
7.Limitation of Liability. The eBook is provided “as is” and TRTA does not make any warranty or representation, either express or implied, to the eBook, including its quality, accuracy, performance, merchantability, or fitness for a particular purpose. You assume the entire risk as to the results and performance of the eBook. TRTA does not warrant, guarantee, or make any representations regarding the use of, or the results obtained with, the eBook in terms of accuracy, correctness or reliability. In no event will TRTA be liable for indirect, special, incidental, or consequential damages arising out of delays, errors, omissions, inaccuracies, or the use or inability to use the eBook, or for interruption of the eBook, from whatever cause. This will apply even if TRTA has been advised that the possibility of such damage exists. Specifically, TRTA is not responsible for any costs, including those incurred as a result of lost profits or revenue, loss of data, the cost of recovering such programs or data, the cost of any substitute program, claims by third parties, or similar costs. Except for TRTA’s indemnification obligations in Section 8.2, in no case will TRTA’s liability exceed the amount of license fees paid.
8. Hold Harmless / Indemnification.
8.1 You agree to defend, indemnify and hold TRTA and any third party provider harmless from and against all third party claims and damages (including reasonable attorneys’ fees) regarding your use of the eBook, unless the claims or damages are due to TRTA’s or any third party provider’s gross negligence or willful misconduct or arise out of an allegation for which TRTA is obligated to indemnify you.
8.2. TRTA shall defend, indemnify and hold you harmless at TRTA’s expense in any suit, claim or proceeding brought against you alleging that your use of the eBook delivered to you hereunder directly infringes a United States patent, copyright, trademark, trade secret, or other third party proprietary right, provided TRTA is (i) promptly notified, (ii) given the assistance required at TRTA’s expense, and (iii) permitted to retain legal counsel of TRTA’s choice and to direct the defense. TRTA also agrees to pay any damages and costs awarded against you by final judgment of a court of last resort in any such suit or any agreed settlement amount on account of any such alleged infringement, but TRTA will have no liability for settlements or costs incurred without its consent. Should your use of any such eBook be enjoined, or in the event that TRTA desires to minimize its liability hereunder, TRTA will, at its option and expense, (i) substitute a fully equivalent non-infringing eBook for the infringing item; (ii) modify the infringing item so that it no longer infringes but remains substantially equivalent; or (iii) obtain for you the right to continue use of such item. If none of the foregoing is feasible, TRTA will terminate your access to the eBook and refund to you the applicable fees paid by you for the infringing item(s). THE FOREGOING STATES THE ENTIRE LIABILITY OF TRTA AND YOUR SOLE REMEDY FOR INFRINGEMENT OR FOR ANY BREACH OF WARRANTY OF NON-INFRINGEMENT, EXPRESS OR IMPLIED. THIS INDEMNITY WILL NOT APPLY TO ANY ALLEGED INFRINGEMENT BASED UPON A COMBINATION OF OTHER SOFTWARE OR INFORMATION WITH THE EBOOK WHERE THE EBOOK WOULD NOT HAVE OTHERWISE INFRINGED ON ITS OWN.
