DIGITAL LICENSE AGREEMENT FOR INSTITUTIONS:
By purchasing digital sheet music from Akropolis Quintet, Inc. (“Publisher” or “Akropolis”), the purchasing entity (“Licensee”) agrees to the following terms (the “Agreement”):
Grant of License: The purchase grants the Licensee a one-time, revocable (only in the event of a material breach of this Agreement by Licensor or Licensee, or in the event Publisher withdraws the Licensed Content subject to prongs (i)-(ii) of Section 7), non-transferable, non-exclusive digital license to access and use the digital sheet music purchased on (the “Online Store”) (the “Licensed Content”) via a Secure Network and make it available to (a) current students, faculty, and staff with a valid .edu, .org, or .gov email address affiliated with the Licensee, and (b) walk-in users with a valid .edu, .org, or .gov email address affiliated with the Licensee, and [duly authorized research affiliates, as evidenced by documentation maintained in accordance with the Licensee’s ordinary policies] (collectively, “Authorized Users”) solely for educational, non-Commercial Use, subject to this Agreement. The Licensee will protect the Licensed Content from unauthorized use.
Licensed Use: Specifically, Authorized Users may view, download, and print a single copy of the Licensed Content for personal or educational use. Institutions may enable offline access but may not distribute files externally to a network other than the Secure Network or to anyone other than Authorized Users. The Licensed Content may further be used in assignments and course reserves. The Licensed Content can be quoted or excerpted for research, educational, and scholarly use solely with appropriate credit, including any applicable copyright notice, but not commercially.
Restrictions: (a) The Licensee may not: Share, copy, reproduce, transmit, display, or distribute in any form – physically or digitally - outside the Licensee’s institution or organization and outside the Secure Network, and resell, redistribute, or publicly distribute beyond Authorized Users, except as expressly permitted in this agreement; (b) Use all or any part of the Licensed Content for any Commercial Use; (c) Remove or alter the names of the owners of the Licensed Content or any copyright notices or other means of identification or disclaimers as they appear in the Licensed Content; (d) Use or distribute the Licensed Content in ways designed to circumvent or be a substitute for further licensing; (e) Display or distribute any part of the Licensed Content on any electronic network, including, without limitation, the Internet, other than a Secure Network as expressly permitted under this Agreement; (f) Permit anyone other than the Authorized Users to access or use the Licensed Content; and (g) Publish, distribute, or make available works based upon the Licensed Content, or works which combine the Licensed Content with any other material.
Modifications: The works must be used as provided and may not be altered, edited, or adapted without prior written permission from the Publisher.
Fee & Payment: The Licensee agrees to a one-time fee per purchased work or collection, set forth on the applicable [receipt] received after purchasing the work or collection via the Online Store. No annual renewal fees apply.
Scope of License & Future Additions: This license applies only to the specific Work(s) purchased at the time of purchase, whether an individual Work, multiple Works, or the Akropolis Collection as it exists on the purchase date, as listed on the proof of purchase (i.e., the invoice or receipt automatically generated and issued by Akropolis at the time of purchase). The proof of purchase shall serve as conclusive evidence of the scope of the license granted hereunder. If additional Works are added to the Akropolis Collection after the date of purchase, such Works are not included under this license and must be purchased and licensed separately.
Revocation & Termination: Any breach of the restrictions set forth in Section 3 (whether by the Licensee or by an Authorized User) or failure to pay any fees pursuant to Section 5 shall be deemed a material breach of this Agreement. Upon such breach, Publisher reserves the right to revoke this license and terminate this Agreement immediately upon written notice to the Licensee; however, no refunds will be issued for previously purchased licenses. In such a case, the Licensee will be asked to remove internal access to the affected works and discontinue further distribution. Publisher recognizes that libraries cannot control all patron behavior and will not hold the Licensee liable for individual misuse, provided the library has taken reasonable steps to communicate usage terms and restrict access in accordance with this Agreement. Additionally, Publisher reserves the right at any time to (i) withdraw from the Licensed Content any work that Publisher no longer retains the right to publish; or (ii) withdraw from the Licensed Content any work if it reasonably believes that the Licensee’s or an Authorized User’s use of such work violates a copyright or other intellectual property right. Publisher may at any time suspend the provision of some or all of the Licensed Content obtained by Publisher from any third party supplier, upon request of such third party supplier or immediately upon termination of Publisher’s agreement with such third party supplier.
Representations and Warranties, Indemnification, and Limitation of Liability: (a) To the Publisher’s knowledge, the Licensed Content obtained from the composers are original. (b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PUBLISHER PROVIDES THE LICENSED CONTENT ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR COMPLETENESS OF CONTENT. IN NO EVENT SHALL PUBLISHER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR INTERRUPTION OF SERVICE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE LICENSED CONTENT. (c) Licensee shall indemnify and hold Publisher harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of Licensee’s or an Authorized User’s misuse of the Licensed Content outside of the scope of the license granted in Section 1. (d) WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL PUBLISHER’S LIABILITY HEREUNDER, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID HEREUNDER FOR THE LICENSE OF THE LICENSED CONTENT.
Governing Law. This Agreement shall be interpreted and construed according to, and governed by, the laws of Michigan, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Eastern District of Michigan shall have jurisdiction to hear any dispute under this Agreement.
By completing the purchase, the Licensee acknowledges and agrees to these terms.
Definitions:
"Commercial Use" means any use of the Licensed Content that involves payment, financial gain, or other compensation—whether for the Licensee, an Authorized User, or any third party. This includes selling, reselling, renting, transferring, or otherwise using the Licensed Content for profit or commercial advantage.
“Secure Network” means a network (whether a stand-alone system or a virtual private network) that is controlled and operated by the Licensee and accessible only to Authorized Users through secure authentication methods, such as institutionally issued login credentials or IP address recognition. A cache server or other server or network that can be accessed by unauthorized users is not a Secure Network for these purposes.