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“Bowker” means R.R. Bowker LLC, a Delaware limited liability company, with a registered
office at 26 Main Street, Suite 102, Chatham NJ 07928, USA
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| “You” means you, a publisher or other rights holder wishing to participate in BOOK2LOOK (and “Your” is to be interpreted accordingly), and who has accepted these terms and conditions. |
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1.
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PREAMBLE
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| 1.1 |
Bowker offers a web-based service (hereinafter referred to as “BOOK2LOOK”) operated by Book2Look International GmbH (“B2L”), which serves as an online marketing tool for publishers to promote the books they publish, by use of “BIBLETS.” Bowker asserts and confirms that Bowker is appointed and licensed by B2L to act as the exclusive distributor of BOOK2LOOK in the US and Canada. |
| 1.2 |
A BIBLET is a collection of book details (the “Data”), including, if desired, an excerpt from the text of a book (the “Content”), (as defined in Appendix 1) that can be browsed online. A BIBLET may also include a digital image of the book cover (an “Icon”) specifically for display with the rest of the BIBLET if so desired and feasible. All of the Data (and any Content or Icon) in a BIBLET is uploaded by participating publishers (in accordance with Clause 3), acting on their own legal and editorial responsibility, to a server operated by B2L for this purpose (hereinafter “B2L Server”) and using an access account assigned to them by B2L through Bowker. From there, the Data (and any Content or Icon) will be displayed in the BIBLET and thus made accessible to the public when Internet users (hereinafter referred to as “users”) select the corresponding BIBLET. |
| 1.3 |
In keeping with their function as a marketing tool, BIBLETS are intended to be further disseminated. BIBLETS can therefore be sent out by publishers and users as recommendations to third parties in the form of an e-mail and/or integrated into websites, social bookmarking sites and social networks (hereinafter collectively referred to as “third party services”) insofar as the operator of the third-party services allow the corresponding integration (so-called “embedding”). |
| 1.4 |
Under the following contract terms prescribed by B2L, BOOK2LOOK participating publishers determine for themselves how many BIBLETS they will create, as well as what content they will make accessible to the public in this manner and release for dissemination by the user. |
| 1.5 |
A BIBLET comprises the Data (and any Content or Icon) as constituted in a form held on, and made available through, the B2L Server. Each BIBLET created by You is owned by You, and You have full control of the use of the BIBLET subject to the terms of this contract. For the avoidance of doubt B2L owns, updates, and manages the B2L Servers and the Software. |
| 1.6 |
You control rights to books (and to Data, Content and Icons as appropriate) and wish to participate in BOOK2LOOK. That being said, the Parties agree to the following: |
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| 2. |
YOUR RIGHTS AND RESPONSIBILITIES |
| 2.1 |
Subject to making the payments in accordance with Schedule A, You have the right to create any number of BIBLETS using BOOK2LOOK during the contract term (see Clause 9) and, to that end, have the right to upload Data (and any Content or Icon) to the B2L Server, to integrate the BIBLETS created into Your website or third-party websites and to make such BIBLETS publicly accessible to users for the purpose of further dissemination, all in accordance with the terms in Clause 3 regulating the BOOK2LOOK interface provided for this purpose. |
| 2.2 |
You determine what Data and Content or Icon to upload to the B2L Server to be displayed in the BIBLETS and how long it is to remain there in accordance with the prevailing restrictions in Clause 3. All uploaded Data, Content, and Icons can be revised, expanded or deleted (see 2.4 below) from the B2L Server at any time by You. |
| 2.3 |
Once Data and any Content or Icon are uploaded to the B2L Server and subsequently released for display in the corresponding BIBLETS, such Data and Content or Icon are accessible to the public and can be utilized to the extent and manner described in Clauses 1.1 and 1.2. You acknowledge and agree that the Data and any Content or Icons You have uploaded to the B2L Server are intended for further dissemination by the user. The uploading of Data and any Content or Icon to the B2L Server and the resulting public access granted are Your exclusive legal and editorial responsibility. |
| 2.4 |
If You choose to delete any Data or Content or Icon, the corresponding BIBLET will disappear from all websites where they have been integrated by users and/or You. This does not affect Your rights as the owner of the Data, Content, or Icon used in the deleted BIBLET, which remain with You (or other rightsholders as appropriate). |
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| 3. |
CONTENT-RELATED AND TECHNICAL CONDITIONS FOR PRODUCING |
| 3.1 |
BIBLETS may only be produced by You under the following conditions:
- Each BIBLET generated by You must contain all relevant elements of, and may not contain more than, the amount of Data (plus any Content or Icon) stated in Appendix 1;
- With respect to the Data, Content and any Icon uploaded to the B2L Server, You assert You have unrestricted control of all usage rights required for using this Data and any Content or Icon in the manner described in Clauses 1.1 and 1.2; and
- You are not entitled to upload material to the B2L Server other than that described in Appendix 1. In particular, You are not authorized to upload advertisements for unrelated products to the B2L Server.
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| 3.2 |
You may upload Your Data and Content or Icons in bulk directly to the FTP site provided by B2L to You - through Bowker - or manually add Your Data and Content or Icon field by field. |
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| 4. |
CONDITIONS FOR INTEGRATING BIBLETS AND ICONS INTO YOUR SELECTED THIRD PARTY SERVICES |
| 4.1 |
You may not integrate BIBLETS into third-party services that contain illegal content or offers and/or contain content or offers that originate from operators that could reasonably be considered to damage the image, reputation and/or status of BOOK2LOOK. In particular, You may not integrate BIBLETS into websites that are, or express views that are, in the reasonable opinion of Bowker or B2L, politically extreme, defamatory, libelous, unlawfully threatening, unlawfully harassing, or unlawfully discriminatory, or that contain obscene or pornographic content or content that could be harmful to children. B2L is entitled at any time to request the prompt removal of a BIBLET by You from any third-party service that contradicts the above-mentioned terms. You shall be afforded the right to defend its choice of website, which Bowker or B2L shall reasonably consider before taking any action to remove the BIBLET. In addition, Bowker or B2L is authorized in this case to immediately disable all data and content on the B2L Server linked to the BIBLET integrated into the third-party service in question. |
| 4.2 |
You acknowledge Bowker or B2L shall not be responsible or liable for any claims arising from Your failure to comply with Clause 4.1. |
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| 5. |
REMUNERATION |
| 5.1 |
As remuneration for the use of BOOK2LOOK, Bowker will receive compensation from You for each BIBLET produced by You, for the duration of the contract term, as stated in Schedule A. |
| 5.2 |
You agree to participate in BOOK2LOOK with a specific number of titles as notified to Bowker. |
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| 6. |
RIGHTS GUARANTEED |
| 6.1 |
Bowker warrants that it is authorized to enter into this contract based on a corresponding agreement with B2L. |
| 6.2 |
Bowker will not indemnify You against third-party copyright claims alleged against You relating to the use of the software underlying the BOOK2LOOK service (the “Software”), based on its use in the course of participating in BOOK2LOOK. |
| 6.3 |
You guarantee that You are the owner of all rights required for using all Data (and any Content or Icon) You have uploaded to the B2L Server for the purpose of making the BIBLETS accessible to the public and available for further dissemination (hereinafter referred to as “Contractual Use”), as described in Clauses 1.1 and 1.2. You guarantee, in particular, that You also control rights to the uploaded Icons and Content (including text, graphics, illustrations, photos, etc.), as well as the titles of the books in question, and all miscellaneous elements and components of the uploaded Data. |
| 6.4 |
You assume sole responsibility for ensuring that the Data, Content, and Icons You upload to the B2L Server and the Contractual Use of said Data, Content, and Icons do not violate legal terms (e.g., competition law, regulations for the protection of minors) or governmental restrictions and regulations, and that the Contractual Use of this Data, Content and Icons does not infringe on third-party rights (e.g. copyright and related rights, personal rights, trademark rights, other industrial property rights). |
| 6.5 |
You will indemnify Bowker and B2L upon first request against all claims alleged by thirdparties relating to Your participation in BOOK2LOOK and/or the Contractual Use of the data and content uploaded to the B2L Server by You. You will also reimburse Bowker appropriately for any costs associated with defending against such claims, including the costs of legal defense (e.g., attorney and court fees). |
| 6.6 |
In the event of enforcement of rights or claims by a third party relating to the contractual use of any Data, Content, or Icon uploaded by You to the B2L Server, Bowker has the right to request B2L to block or remove it from BOOK2LOOK pending final clarification of the legal situation. |
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| 7. |
LIABILITY |
| 7.1 |
Bowker assumes no contractual or non-contractual liability to pay damages to You. |
| 7.2 |
The limitation of liability in accordance with Clause 7.1 shall not apply to liability due to binding legislation regarding product liability. It shall also not apply provided that Bowker has assumed a guarantee of the quality of a contractual product/service or if the quality contractually agreed upon is believed to protect You from certain consequential damages. |
| 7.3 |
Except as specified in Clause 7.1 above, Bowker’s total liability under this contract shall, in any event (to the maximum extent permissible under law), be limited to the sum of Payments paid by You to Bowker as compensation for the availability of data uploaded for a BIBLET for the duration of the contract term. |
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| 8. |
PROTECTION OF PRIVACY |
| 8.1 |
You agree to undertake to observe all regulatory requirements and responsibilities with regard to data protection for content, systems, platforms, servers, and software under their control. |
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| 9. |
CONTRACT TERM AND PROCEDURE FOR TERMINATION |
| 9.1 |
This contract is for an indefinite period of time, commencing from the Effective Date as specified below at the time of signature. Both Parties have the right to terminate the contract by providing at least 6 months’ notice. |
| 9.2 |
Either Party may terminate this contract forthwith by written notice to the other if the other Party is in material breach of its obligations hereunder, and does not remedy the same (if it is capable of remedy) within thirty (30) days of notice of such breach being given by the Party not in default. |
| 9.3 |
This contract may be terminated by either Party forthwith if a bankruptcy petition or receiving order is issued or made against the other Party or the other Party goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction) or suffers the appointment of a receiver of any or all of the property or assets of the other party or the appointment of an administrator or makes any deed or arrangement with or composition for the benefit of any creditors of the other Party. |
| 9.4 |
Your obligation to provide compensation for BIBLETS that have already been produced and made available remains unaffected by the termination of the contract. |
| 9.5 |
Upon termination of the contract – for whatever reason – all BIBLETS uploaded by You to the B2L Server will be deleted and no longer exist, will thus be excluded from further representation in the BIBLETS and through BOOK2LOOK. For the avoidance of doubt, the deletion of BIBLETS effected by termination of the contract does not affect the rights in or ownership of the Data, Content or Icon used in the deleted BIBLET, which remain with You (or other rightsholder as appropriate), or the rights in or ownership of the B2L Server or the Software, which remain with B2L. |
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| 10. |
MISCELLANEOUS |
| 10.1 |
Bowker has the right at any time to transfer this contract with all rights and obligations to B2L, and B2L will inform You accordingly in the event of such a transfer. |
| 10.2 |
During the contract term, Bowker has the right to name You as a client in the context of BOOK2LOOK promotion in ads, online, on flyers, and informational brochures. |
| 10.3 |
This contract, along with its appendices, renders the contractual agreements between the Parties final and supersedes any previous agreements between the Parties pertaining to the Book2Look service. Subsidiary agreements, even in verbal form, shall not be made unless required by the parent company. Changes or additions to this contract do not take effect without a formal amendment that is signed by both parties. |
| 10.4 |
If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the same shall not affect any other provision of this Agreement. The Parties will negotiate in good faith to replace any such invalid or unenforceable provision with a valid and enforceable provision that achieves, as closely as possible, the economic, business, or other purpose of the invalid or unenforceable provision. |
| 10.5 |
This Agreement shall be governed by, and construed in accordance with, and under the jurisdiction of, the laws of the State of New Jersey of the United States of America, without reference to the principles of choice of laws thereof. |
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| APPENDIX 1 |
| Each BIBLET contains the following data and content in the following formats: |
- Cover image as 72 dpi jpg (ICON)
- Excerpt as PDF (length determined by PUBLISHER – we recommend at least 15 pages)
- Book Titles
- Subtitle (where applicable)
- Series Title (where applicable)
- Author
- Publisher/Imprint
- Publication date (month/year)
- ISBN
- Category/section, under which the title should be classified, eg, BIC or Thema subject categories – multiple entries possible and useful
- Tags/keywords, under which the title can be found online – multiple relevant and useful entries shall be made available
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| SCHEDULE A |
| A.1. |
Additional BIBLETS may be purchased by You at any time by notification to Bowker, at the rate applicable at the time and as applicable to You based on the total number of BIBLETS purchased. Unused BIBLETS purchased will expire after one calendar year.A.2. In each case, the fee per BIBLET serves as compensation for the availability of data uploaded for that a BIBLET for the duration of the contract term. If content for a BIBLET is deleted by You from the B2L Server and then re-uploaded by You, a new fee will be incurred in accordance with the rate applicable at the time and as applicable to You based on the total number of BIBLETS purchased. |
| A.2. |
The BIBLET You create will be active for as long as it is actively available for sale, not out of print or discontinued for no fewer than five (5) years. B2L may, at their discretion, remove a BIBLET after five (5) years. |
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