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HILLSEARCH MEMBERSHIP AGREEMENT

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HILLSEARCH MEMBERSHIP AGREEMENT IMPORTANT NOTICE THIS IS A LEGAL DOCUMENT BETWEEN YOU (MEMBER) AND THE JAMES J. HILL REFERENCE LIBRARY, A MINNESOTA NON-PROFIT ORGANIZATION (HILL LIBRARY). IT IS IMPORTANT THAT YOU READ THIS DOCUMENT BEFORE USING THE SERVICE PROVIDED BY HILL LIBRARY. TO BECOME AN AUTHORIZED USER OF THIS SERVICE (MEMBER), YOU MUST AGREE TO THE TERMS OF THIS MEMBERSHIP AGREEMENT. YOU SIGNIFY YOUR AGREEMENT BY CLICKING 'I AGREE' OR SIGNING THIS DOCUMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS MEMBERSHIP AGREEMENT, YOU MAY NOT SUBSCRIBE TO THE MEMBERSHIP SERVICE. This Agreement is binding, and supersedes any and all previous membership contracts or agreements, verbal or written, held previously with the James J. Hill Reference Library. MEMBERSHIP A HillSearch membership to the James J. Hill Reference Library provides members many benefits including reduced prices on events; free, limited document deliveries; free training on select Hill Library business information training courses both online, electronic, and in person; and access to the Hill Library’s most popular business information resources via a remote PC. The remote access program is an online business resource including an online library of content that contains third party and proprietary materials, articles, databases, electronic books and other resources offered by the HILL LIBRARY, content vendors, and third-party publishers. The content, services, programs and hours of operation of the Service may be expanded, restricted, updated or otherwise changed by HILL LIBRARY at its sole discretion at any time. INTENDED AUDIENCE AND USAGE HillSearch Membership is intended for individuals only. This program is designed for entrepreneurs, students, and employees of small businesses and non-profit organizations as a means to access the information needed to write successful business plans, marketing plans, and develop sales strategies allowing members to compete in a global marketplace. Corporate memberships (whereby a corporation/company purchases one Membership and allows multiple employees to use the same account login and password) are not accepted and strictly prohibited. Sharing of membership usernames and passwords is strictly prohibited. The Hill Library carefully monitors HillSearch membership usage and any misuse of a Membership, of subscription databases through third parties, and/or of Live Chat will, at the sole discretion of HILL LIBRARY, result in Membership termination with no refund of Membership fees. MEMBERSHIP INTENT Membership fees help the HILL LIBRARY realize its mission of providing equal access to business information regardless of means. Membership fees partially cover expenses associated with content, technology expenses, and other related expenses and provide the HILL LIBRARY the ability to offer free Memberships and educational programs to students, non-profits and other communities. A portion of the HILL LIBRARY HillSearch Membership fee is tax-deductible. HILL LIBRARY HILLSEARCH MEMBERSHIP MAY BE REVOKED AT ANY TIME WITH NO REFUND OF MEMBERSHIP FEES IF IT IS DETERMINED THAT YOU BECAME A MEMBER OF THE HILL LIBRARY TO CIRCUMVENT PURCHASING THIRD-PARTY CONTENT FROM ANY OF HILL LIBRARY'S THIRD-PARTY CONTENT PROVIDERS. SITE CONTENT, MATERIALS, SOFTWARE, BENEFITS AND FEATURES HILL LIBRARY makes no promises as to the content, material, software, benefits and features that will be made available via HillSearch Membership. Content, material, software, benefits and features shown in marketing material, during presentation, during sales calls, etc. should NOT be considered a representation of what a HillSearch Member will find on the HILL LIBRARY HillSearch Member Web site. You agree that HILL LIBRARY, at its sole discretion, may add or eliminate content, material, software, benefits, features and relationships with third-party vendors at any time. You agree that your Membership was not a promise, nor an implied agreement, that you will have access to specific HILL LIBRARY and/or third-party provided content, material, software, benefits and features. You agree that your HillSearch Membership was purchased for, and the fees generated from your Membership will go towards, furthering the HILL LIBRARY'S non-profit mission. You agree to hold the HILL LIBRARY harmless for discontinued content, material, software, benefits and features or relationships with third-party publishers/providers and you agree to not ask for nor receive a refund on the cost of your HillSearch Membership based on the discontinuation of any and/or all content, material, software, benefits and features on the HILL LIBRARY HillSearch Member Web site. LICENSE; DURATION HILL LIBRARY hereby grants you a non-exclusive, non-transferable license for the term hereof to access the content of the Service solely for your internal, personal use for a term of one year beginning on the date of Membership fee payment and ending on the same date one year later. The license granted hereunder is subject to the terms, conditions, and restrictions set forth in this Membership Agreement. PROPRIETARY RIGHTS All content included on the Service is the property of third party publishers or HILL LIBRARY, is provided subject to this Agreement, and is protected by copyright and other laws relating to proprietary rights. All software used on the Service is the property of HILL LIBRARY or its software suppliers and is protected by copyright and other laws relating to proprietary rights. HILL LIBRARY and its content providers and software suppliers retain all rights in their respective properties worldwide. Nothing in this Membership Agreement is intended to convey rights of third parties other than those granted to HILL LIBRARY in its license agreements with third parties. PERSONAL PASSWORD; RESPONSIBILITY FOR USE When you become a HILL LIBRARY HillSearch Member or log in to the Service, you become an "Authorized User." As an Authorized User, you will have a User Name and Personal Password that will enable you to access the Service through your Internet connection. You may not share, disclose or transfer your Personal Password with or to any third party. If you believe that the security of your Personal Password has been breached, you must promptly notify us of the breach. We will then cancel that password and issue you a new Personal Password. You are responsible for ensuring that all use of the Service under your User Name and Personal Password complies with this Membership Agreement, and you agree to indemnify and hold us and our respective affiliates, agents, employees, directors and suppliers harmless against any damages, costs or expenses arising out of your improper use of the Service and the use by others of the Service under your User Name and Personal Password. HILL LIBRARY reserves the right, in its sole discretion, to change your Personal Password whenever it deems it necessary to protect the security of the Service or other Authorized Users of the Service. Those Members who access HILL LIBRARY HillSearch Membership with the same account on multiple PCs simultaneously will have their Membership terminated and no refund of Membership fees will be provided. RIGHT TO TERMINATE HILL LIBRARY reserves the right to terminate your Membership or its Membership program, and thereby your access to the Service, at any time prior to its scheduled expiration for any reason. If termination results from your failure to comply with the terms of this Membership Agreement or if HILL LIBRARY, in its sole discretion, deems your conduct in connection with your use of the Service to be unacceptable, termination shall be without refund. If the termination is elected by HILL LIBRARY in the absence of a breach by you, then HILL LIBRARY shall refund the unearned portion of any fee paid by you under this Agreement. The unearned portion of any fee shall be calculated by pro-rating the yearly Membership fee over the weeks of the year and a refund shall be calculated by pro-rating the yearly Membership fee over the weeks of the year; a refund shall be granted for any week or portion thereof that the Service is terminated at the election of HILL LIBRARY in the absence of a breach of this Agreement by an Authorized User. LIMITATIONS ON USE Your use of the Service is expressly subject to the restrictions set forth below. If HILL LIBRARY detects or becomes aware of any failure to comply with any of these restrictions, it may terminate your access to the Service immediately without refund. (i) You may not modify the content in any way and you MUST retain all copyright and other proprietary notices displayed on the content provided by the Service. (ii) For content produced and provided by HILL LIBRARY, you may download, print or digitally copy a reasonable portion of the provided content. HILL LIBRARY defines a "reasonable portion" as a small portion of the entire original, and only as much as needed to answer your specific business research question(s). (iii) For content or other materials provided by third parties, you MUST follow the publisher's rules and policies regarding printing, downloading and distributing content/material. In general, you may print ONE copy of each piece of content/material accessed. You may NOT distribute content/material electronically by any means or make photocopies of content/material for distribution. If you wish multiple copies of content/material, you must access the link (click on the link to the content) each time you wish to print an article. YOU AGREE TO FOLLOW ALL INDIVIDUAL PUBLISHER POLICIES, PROCEDURES AND/OR RULES REGARDING ACCESSING, PRINTING, DOWNLOADING AND DISTRIBUTING CONTENT AND MATERIALS and agree to indemnify and hold HILL LIBRARY harmless for any usage violations you, or others within your company, commit. (iv) You may not further reproduce, modify, distribute, transmit, disseminate, sell, post, license, sublicense, lease, publish, broadcast or circulate any content or other materials accessed through the Service without the HILL LIBRARY'S and/or third-party vendor's prior written consent, except in accordance with the fair use doctrine under the copyright laws of the United States. (v) You may not frame or alter HILL LIBRARY pages in such a way that the view of HILL LIBRARY advertising or site navigation tools is blocked; or in such a way that it is not easily discernible that the content is the property of HILL LIBRARY or its third-party vendors. (vi) You may not permit the delivery of any content in violation of any applicable United States or territory export control laws, restrictions and regulations relating to the distribution of technical information, as they exist from time to time, including, without limitation, those promulgated by the United States Department of Commerce. (vii) You are expressly prohibited from using the information in any fashion which violates applicable laws, statutes or regulations governing use of the information, including, without limitation, as a factor in establishing an individual's eligibility for (a) credit or insurance to be used primarily for personal, family or household purposes; or (b) employment. You are further prohibited from using the information to engage in unfair or deceptive practices. COPYRIGHT The copyright law of the United States (Title 17, United States Code) governs the making of photocopies or other reproductions of copyrighted materials. Under certain conditions specified in the law, libraries and archives are authorized to furnish a photocopy or other reproduction. One specified condition is that the photocopy or reproduction is not to be "used for any purpose other than private study, scholarship, or research." If you request, or later use, a photocopy or reproduction for purposes in excess of "fair use," you may be liable for copyright infringement. HILL LIBRARY reserves the right to refuse to accept a request for reproduction of library materials if, in its judgment, fulfillment of the order would involve violation of the copyright law. If you have further questions about the conditions of use with respect to the content provided by a particular third-party content vendor, you must consult the copyright and terms of use statements of that vendor. RENEWAL This Membership Agreement may be renewed each year by payment of the annual Membership fee then in effect. DISCLAIMERS THE SERVICE AND ITS CONTENT ARE BEING PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. HILL LIBRARY AND ITS RESPECTIVE CONTENT PROVIDERS, AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR FREEDOM FROM VIRUSES, INCLUDING THE INADVERTENT TRANSMISSION OF COMPUTER VIRUSES FROM THE HILL LIBRARY OR ANY OF ITS RESPECTIVE CONTENT PROVIDERS, AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, AND SUPPLIERS WE DO NOT WARRANT THAT THE OPERATION OF THE SERVICE WILL BE ERROR OR VIRUS FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND YOU SHALL HAVE NO REMEDY AGAINST HILL LIBRARY WITH RESPECT TO THE SAME. YOU AGREE TO ABIDE BY ALL DISCLAIMERS AND AGREEMENTS INCLUDING LICENSING AND COPYRIGHT AGREEMENTS POSTED ON WEB SITES LINKED FROM THE HILL LIBRARY WEB SITE WHICH YOU ACCESS AND USE FROM THE HILL LIBRARY WEB SITE. HILL LIBRARY BUSINESS INFORMATION SPECIALISTS, RESEARCHERS, EMPLOYEES, DIRECTORS, AGENTS, CONSULTANTS, TEMPORARY EMPLOYEES AND CONTRACT EMPLOYEES PROVIDING REFERENCE OR RESEARCH SERVICES WILL CONDUCT THOROUGH SEARCHES FOR INFORMATION, WITHIN THE LIMITS OF TIME AND EXPENDITURE IMPOSED BY THE SCOPE OF THE SERVICE, BUT DO NOT WARRANT THE ACCURACY, RELEVANCY, OR COMPLETENESS OF THE INFORMATION PROVIDED. YOU AGREE THAT ANY BUSINESS CONCLUSIONS, ACTIVITIES, STRATEGIES, TACTICS, ETC. CREATED BY USING INFORMATION GARNERED FROM HILL LIBRARY AND THIS SERVICE IS DONE AT YOUR OWN RISK AND YOU AGREE TO INDEMNIFY HILL LIBRARY AGAINST ANY AND ALL CLAIMS THAT MAY ARISE FROM INACCURACIES OR MISREPRESENTATIONS OF INFORMATION PROVIDED THROUGH THE SERVICE. LIMITATION ON LIABILITY IN NO EVENT SHALL HILL LIBRARY OR ITS RESPECTIVE CONTENT PROVIDERS, AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS OR SUPPLIERS BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR (1) INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES WHATSOEVER RESULTING FROM COMPUTER VIRUSES, INCLUDING THE INADVERTENT TRANSMISSION OF COMPUTER VIRUSES, REGARDLESS OF THE SOURCE, LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR THE CONTENT ACCESSIBLE THROUGH THE SERVICE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE. YOU AGREE THAT THE LIABILITY OF HILL LIBRARY AND ITS RESPECTIVE CONTENT PROVIDERS, AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES AND IN NO EVENT SHALL IT EXCEED, IN THE AGGREGATE, THE COST OF YOUR ANNUAL MEMBERSHIP FEE. You understand that any use of the Service and any of the content is entirely at your own risk. You agree to take appropriate measures to safeguard your data and information from malfunctions of the Service. You agree that you will indemnify and hold harmless HILL LIBRARY with respect to any third party claim arising out of your use of the information provided through this service, including any third party claim of copyright infringement based upon your unauthorized copying of any materials. GOVERNING LAW This Agreement will be governed by and construed under the laws of the State of Minnesota, U.S.A. Any dispute which may arise hereunder, if not settled by the parties directly or through alternative dispute resolution, shall be brought solely in the appropriate state or federal court sitting in Minnesota and each party consents to the personal jurisdiction thereof. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. GENERAL PROVISIONS Neither this Membership Agreement nor any part or portion hereof may be assigned, sublicensed or otherwise transferred by Member. Should any provision of this Membership Agreement be held to be void, invalid, unenforceable or illegal by a court the validity and enforceability of the other provisions will not be affected thereby. Failure of a party to enforce any provision of this Agreement does not constitute and should not be construed as a waiver of such provision or of the right to enforce such provision. THIRD-PARTY SITES HILL LIBRARY may provide links to third-party Web sites, and some of the content appearing to be on this Site is in fact supplied by third-parties. HILL LIBRARY has no responsibility for these third-party Web sites, which are governed by the Terms of Use and privacy policies, if any, of the applicable third-party content providers. HILL LIBRARY makes no promises that the sites linked to from its Web site, including subscription content available only through HillSearch Membership, will be available and error free. You agree that HILL LIBRARY will not be held liable for any errors in the service or content associated with all third-party sites. The presence of a hot link to, or advertisement by us on, another web site does not indicate that we endorse, are affiliated with or bear any responsibility for the content on that site or that the owner of the linked site is affiliated with, or endorses or bears responsibility for us or the Service. FOR THIRD-PARTY WEB SITES THAT YOU ACCESS FROM THE HILL LIBRARY WEB SITE, YOU AGREE TO ABIDE BY ALL DISCLAIMERS AND AGREEMENTS INCLUDING LICENSING AND COPYRIGHT AGREEMENTS POSTED ON WEB SITES LINKED FROM THE HILL LIBRARY WEB SITE. PRIVACY James J. Hill Reference Library may store personal information you provide to HILL LIBRARY, as well as usage information, and may provide aggregate statistical information about usage of HILL LIBRARY services to vendors and potential vendors. HILL LIBRARY will not disclose your credit card or other financial information to third parties, except to the extent necessary to complete a transaction initiated by you. HILL LIBRARY may use the company name that you provide as part of our standard customer reference list. HILL LIBRARY complies with a published privacy policy which can be accessed by clicking here. The James J. Hill Reference Library will notify you of any changes that are made to HILL LIBRARY Online Privacy Policy. SPECIAL NOTICE TO CALIFORNIA MEMBERS As required by California Code Section 1789.3, this notice is to advise you of the following: (i) The Service is provided by James J. Hill Reference Library, 80 W. 4th Street, Saint Paul, Minnesota 55102. Our telephone number is 651.265.5500. (ii) For a description of current Membership fees and service charges, please contact our Marketing department. We reserve the right to change the amount of any fee or charge and to institute new fees or charges effective upon renewal of your Membership. (iii) If you have a complaint regarding the Service or desire further information on your use of the Service, please contact us by email at info@jjhill.org or by telephone at 651.265.5500. For complaints, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Sacramento, California 95814 or by telephone at 916.445.1254. MISCELLANEOUS This Membership Agreement contains the entire and only agreement between you and HILL LIBRARY regarding the subject matter hereof, and there are merged herein all prior and collateral representations, warranties, promises and conditions. Any representation, warranty, promise or condition not incorporated herein shall not be binding upon either party. If any provision of this Membership Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in effect and the invalid provision shall be deemed amended to the extent necessary to make it valid while still giving effect to the agreement of the parties. No waiver or amendment of this Agreement shall by binding on either party unless it is in writing and is signed by an authorized official of HILL LIBRARY and you. Notices or questions to us shall be made by electronic mail addressed to info@jjhill.org or by conventional mail at our address set forth above. ARBITRATION The parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this licensing agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Code of Procedure then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. The agreement shall be interpreted under the Federal Arbitration Act. James J. Hill Reference Library and the Member, by clicking the 'I AGREE' button below OR by signing this Agreement or any membership form that references the Membership Agreement, agree to the terms hereof.
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IMPORTANT - MUST READ AND AGREE: A Hill Library HillSearch Membership is available to INDIVIDUALS ONLY. Corporate/company usage is NOT allowed. Sharing your HillSearch username and password with any other person for any reason is STRICTLY PROHIBITED. At no time may an organization cancel an existing subscription database contract or choose not to purchase a subscription database contract because an individual at a firm is a HillSearch member. Violation will lead to immediate cancellation of a HillSearch membership with no refund.

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