Standard Terms and Conditions

1. Agreement. "Agreement" shall mean any contract Rider executed by "Customer" and accepted by ProQuest LLC or its subsidiaries and affiliates ("ProQuest"), and these standard terms and conditions which are incorporated by reference in such rider.

2. Service. As a third-party provider of information, ProQuest reserves the right to add or withdraw databases and modify or otherwise change the Service (including features) as necessary. In addition, ProQuest reserves the right to change any and all Service rates and standard prices or these terms and conditions respecting the Service at any time.

3. Database-Specific Terms & Conditions. Customer agrees to abide by database-specific terms and conditions set by the information provider, as revised from time to time, as if same were fully included herein. Database-specific terms and conditions are available in the online documentation for each database, via the ProQuest website, and/or product-specific websites.

4. Customer Warranties. Customer represents and warrants to ProQuest that there exists, at the commencement of this Agreement and for all periods thereunder: no legal reason that ProQuest should deny Services to Customer; that Customer is of legal majority age (i.e., 18 years of age or older in most jurisdictions); and that Customer's use of Services is not for any illegal or injurious purpose or purposes. Customer represents and warrants to ProQuest that Customer will not use the Services to publish, post, distribute, receive or disseminate defamatory, infringing, obscene, or other unlawful material or to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others. Customer represents and warrants that Customer will not intercept or attempt to intercept the communications of others using the Services or to delete materials of ProQuest or of others using the Services or to corrupt or interfere with the Services in any respect or to falsify the origin of Customer's communications. Further, Customer represents and warrants to ProQuest Customer's strict compliance with copyright laws applicable to the information obtained via the Services.

5. Indemnity. Customer agrees to indemnify and hold ProQuest, its officers, employees and its suppliers harmless from and against any loss, claim, demand, expense (including attorney's fees), or liability of whatever nature or kind of Customer or of third parties arising out of the use of Service or materials provided hereunder; provided however, that such obligations shall not apply where the loss, claim, demand, expense, or liability arises from ProQuest's infringement of the intellectual property rights of third parties. ProQuest agrees to indemnify and hold Customer, its officers, and employees harmless from and against any loss, claim, demand, expense (including attorney's fees) or liability arising out of ProQuest's infringement of the intellectual property rights of third parties.

6. Data and Service. THE DATA AND SERVICES FURNISHED HEREUNDER ARE FURNISHED "AS IS." PROQUEST AND ITS INFORMATION PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, NOR ARE ANY SUCH WARRANTIES TO BE IMPLIED WITH RESPECT TO THE DATA OR SERVICES FURNISHED. PROQUEST AND ITS INFORMATION PROVIDERS ASSUME NO RESPONSIBILITY WITH RESPECT TO CUSTOMER OR ITS EMPLOYEES, CLIENTS, OR CUSTOMERS USE THEREOF. PROQUEST AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR SHALL THEY BE LIABLE FOR EXEMPLARY DAMAGES OR "LOST PROFITS." IN NO EVENT SHALL PROQUEST OR ITS SUPPLIERS LIABILITY TO CUSTOMER FOR DAMAGES, REGARDLESS OF CAUSE OR FORM OF ACTION, EXCEED THE VALUE OF THE ORDER FOR ONE (1) YEAR PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES. SUCH LIMITATION, HOWEVER, SHALL NOT BE APPLICABLE TO CLAIMS INVOLVING INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. SOME COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY IN EVERY COUNTRY. CUSTOMER MAY ALSO HAVE OTHER WARRANTY RIGHTS WHICH VARY FROM COUNTRY TO COUNTRY.

7. License and Use. Customer may not use any data or documentation received from the Service except as expressly provided in this Agreement. Customer agrees, for itself and for any party acting by or through Customer: (i) To allow its password(s) and any documentation, or data received from the Service, to be used only by Customer's (a) employees, agents or contractors, (b) faculty, enrolled students and staff in the case of educational institutions, or (c) library patrons, in the case of libraries (the authorized users described in subsections (a), (b), and (c) are collectively referred to as the "Authorized Users"); (ii) Not to transfer, by any means whatsoever, any data or documentation received from the Service (or copies thereof), to any person, organization or institution outside the Approved User-Base and to prohibit any member of the Approved User-Base from doing so; (iii) Not to sell, exchange, barter, or transfer, rent, lease, loan, resell for profit, distribute or in any other manner commercially exploit any data or documentation received from the Service; or obscure copyright notices contained on data or documentation received from the Service. Exceptions to these conditions, where requested in writing by Customer, may be granted by ProQuest's sole discretion.

8. Passwords (where applicable). All terms and conditions of this Agreement are applicable to all passwords issued under this Agreement and, accordingly, Customer agrees to assume sole responsibility: for compliance with the Agreement; for all charges incurred for each and every password issued under this Agreement; and for maintaining the security respecting the passwords issued. Subscriber shall inform ProQuest of the name and business address of each Person to whom Subscriber wishes to disclose any User Identification Number and the name and business address of each and every Person who is authorized by Subscriber to use the Service.

Unless expressly approved in writing by ProQuest in advance, a password is valid for use only in the country to which it is issued.

Passwords may be restricted from accessing certain data on the Service due to Government or Information Provider restrictions.

In any event where Customer allows others to use the password or, with the prior written consent of ProQuest and/or the information provider, as may be required, provides search output to others, Customer assumes sole responsibility to ensure that all provisions of this Agreement are agreed upon and complied with by such others.

In the event of loss or theft of a password, it is Customer's responsibility to notify ProQuest immediately, in writing and Customer shall be relieved of liability for charges incurred on such password subsequent to ProQuest's receipt of such notice.

9. Organization Change. If Customer's organization changes its organizational trade name, as soon as possible following the change Customer should complete the Organization Name Change Form (available at http://support.dialog.com/account/) and return it to ProQuest. This shall also include notice of an Acquisition or Merger to reflect a new organizational structure. ProQuest will then modify its Customer records to reflect the new trade name or organizational structure. ProQuest reserves the right to automatically adjust the Rider and Section 10 commensurate with the change provided that such change materially increases the number of Authorized Users.

10. Invoicing/Payment. Customer will be invoiced prices set forth in the applicable ProQuest Rider(s). ProQuest's prices are exclusive of sales, use, excise, value added, or other similar taxes; Customer will be invoiced for any applicable taxes on the sale of services and/or products.

Invoicing will be as set forth in the Rider with payment due upon receipt of invoice. Undisputed accounts not paid within thirty (30) days of date of invoice shall be deemed delinquent and are subject to interest charges of eighteen percent (18%) per annum on the unpaid balance (or the maximum rate allowed by law, if such rate is less than 18%). ProQuest reserves the right to suspend Service to a delinquent account without prior notice. Should Customer be delinquent in the payment of any invoices, Customer shall be liable for all costs of collection incurred by ProQuest, including without limitation collection agency fees and reasonable attorney's fees, as well as court costs.

11. Use of Purchase Order. In case of any conflict with the terms of this agreement and the customer's purchase order, terms of this agreement shall control and prevail.

12. Termination of Agreement. This Agreement remains in effect until terminated by either party. In order to teminate this Agreement, Customer will provide written notice to ProQuest in accordance with the terms set forth in the applicable Rider(s). ProQuest may elect to cancel this Agreement by providing notice or as set forth in the applicable Rider(s). Upon termination, Customer agrees to remove all Customer data stored on the Service (including without limitation SearchSaves and ProQuest Alert profiles).

13. Law. This Agreement shall be construed and interpreted solely in accordance with the laws of the State of Michigan, United States of America, without application of its conflict of laws provisions. Should any term and condition be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the legality or enforceability of the remaining portions. ProQuest's remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of ProQuest's exercise of any other remedy. Except solely for actions by ProQuest to collect for charges incurred by the Customer which have not been paid, neither party may bring an action regardless of form, arising out of the transactions under this Agreement more than three (3) years after the cause of action has accrued. If action be instituted on this Agreement, the prevailing party shall be entitled to recover costs and reasonable attorney's fees. Customer agrees that any breach of its obligations under this Agreement with respect to the restriction on Customer's use of the data or documentation received from the Service will cause ProQuest irreparable injury for which there are inadequate remedies at law, and therefore ProQuest will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

14. Concepts and materials. Any ideas, concepts or materials submitted to ProQuest by the Customer regarding the Service become ProQuest's property to exploit or to not exploit as ProQuest solely deems appropriate without necessity for remuneration or attribution to Customer.

15. Force Majeure. ProQuest and its information providers shall not be liable or deemed to be in default for any delays or failure in performance or interruption of Service resulting directly or indirectly from any cause or circumstance beyond their reasonable control.

16. Assignment. This Agreement is not assignable or transferable by Customer and any attempted assignment or transfer shall be null and void and of no force or effect. ProQuest may assign this Agreement and/or payments due without requirement for Customer's permission or approval.

17. U.S. Government. If Customer is a unit or agency of the United States government, then the provisions of the U.S. Government Rider shall apply.

18. Final Agreement. This Agreement (including any revisions), including Price Lists, Database-specific Terms and Conditions, and Riders and other amendments, constitute the entire agreement between the parties. This Agreement may only be modified in writing by ProQuest.

Revised January 2012

If you have any queries regarding these terms and conditions please contact: customer services at .

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