Arabetica: A Visual Encyclopedia, Database, and digital library of Arabic and Arabetic Scripts History, Calligraphy, Typography, and Computing, including a collection of thoasands of modern and historical Arabic caligraphy, Persian caligraphy, Urdu caligraphy, and other Arabetic and Islamic caligraphy images, and a large selection of Arabic fonts, Persian fonts, Urdu fonts, Kurdish fonts, Peshtu fonts, and other Arabetic scripts fonts, الخط العربي المتماثل, خطوط عربية, الخط العربي, الخط الفارسي, اردو, كوردي, سندي, خط, بنط, ابناط, فونط, فونت, حروف, فارسي

A Visual Encyclopedia of Arabetic Scripts History, Calligraphy, Typography, and Technology

Welcome to the Arabetica™ Licensing Page

PLEASE READ THE FOLLOWING AGREEMENT (ALSO AVAILABLE IN PDF) CAREFULLY AND FILL OUT THE FORM BELOW COMLETELY, BEFORE SUBMITTING YOUR LICENSING OR SUBSCRIBTION REQUEST. SUBMITTING THIS FORM INDICATES THAT YOU HAVE AGREED TO ARABETICA TERMS OF USE AND CONDITIONS. WE WILL CONTACT YOU ONCE WE RECIEVE YOUR SUBMISSION TO COMPLETE THE LICENSING PROCESS.

Arabetica™ Terms of Use and License Agreement

This Arabetica Terms of Use and License Agreement ("Agreement") is entered into by and between Arabetica ("Licensor") and ______Your Name______ ("Licensee") with the Agreement Date, and as applicable by the Licensee Status, set forth in Attachment A, in which Attachment A is attached hereto and incorporated herein by reference. In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Licensor and Licensee (the "Parties") hereby agree as follows:

1. Definitions

"Access Software" means the software(s) used by a Licensee and Authorized Users to access and make Authorized Uses (as defined in section 3.3 below) of the Arabetica Database and Arabetica Content, or used by Participant Licensee and/or its Authorized Users (as defined in section 3.8 below) to make Permitted Uses of Local Content.

"Agreement Date" means the date written at the top of Attachment A, and is the date on which this Agreement takes effect.

"Arabetica Content" means any and all collections of fonts, digital images, catalog records, and/or other texts, and/or any and all portions or groups thereof, selected by Arabetica and appearing in the Arabetica Database, in any medium or form, including fonts, digital images, catalog records, and/or other texts, and/or any and all portions or groups thereof, printed and/or downloaded from the Arabetica Database, in any medium or form, including fonts, digital images, catalog records, and/or other texts.  Arabetica Content does not include Local Content.

"Arabetica Database" means an electronic database containing Arabetica Content and the Access Software, as well as any and all portions thereof, which is made available pursuant to this Agreement solely for Permitted Uses (as defined in section 3.3 below).

"Authorized Users" means any or all of the following categories of persons designated by Licensee to access and use the Arabetica Database, and who are subject to the Terms and Conditions of Use: (a) individuals officially affiliated with Licensee (such as staff, faculty, enrolled students, volunteer staff, and affiliated researchers); (b) individuals not officially affiliated with Licensee but who have an educational or scholarly or similar association with Licensee (such as visiting researchers and lecturers); and (c) individuals physically present in the facilities of Licensee ("Walk-In Users"). Individuals who do not have an official or unofficial affiliation with Licensee (such as alumni or persons whose only association to Licensee is that they pay fees to use the physical facilities or services, such as users of a college library,) may only access the Arabetica Database as Walk-In Users.

"Intellectual Property Rights" means any and all trademarks and trademark applications, issued patents and patent applications, copyrights and copyright registrations and applications, rights in ideas, designs, works of authorship, derivative works, and all other intellectual property rights, moral rights, and/or rights of publicity owned by Arabetica and/or third parties with respect to the Arabetica Database and/or Arabetica Content.

"Local Content" means fonts, images, texts, and other materials that are selected and obtained by Participant Licensee and/or its Authorized User(s) from a source other than the Arabetica Database or Arabetica and that are accessed, displayed, reproduced, distributed, and used, and/or that are the subject of performances by Participant Licensee and/or its Authorized User(s) utilizing the Access Software.

"Licensee Status" means one of the following two types of Licensee(s): (a) Participant Licensee (b) Non-Participant Licensee.

"Non-Participant Licensee" means a Licensee who license the Arabetica Database but does not contribute to Arabetica Content.

"Participant Licensee" means a Licensee who licenses the Arabetica Database and contributes to Arabetica Content. Participant Licensee and/or its Authorized Users are permitted (as defined in section 3.8 below) to use Access Software to make Permitted Uses of Local Content.

"Shared Content" means fonts, images, texts, links and/or other content from a source other than Arabetica or Arabetica Collections that are posted to or made available through Shared Forums.

"Shared Forums" means those portions of the Arabetica Database or public Arabetica website that are accessible to all Arabetica Database users and participants, or that are openly accessible without access restrictions via the Internet, and that users can post content to or share with others, such as any wikis, blogs, or similar spaces.

"Terms and Conditions of Use" means those terms and conditions governing access to and use of the Arabetica Database by Authorized Users, and that appear on certain screen displays in the Arabetica Database, or that may otherwise be provided to Authorized Users by Arabetica. The Terms and Conditions of Use may be amended from time to time. Should there be changes to the Terms and Conditions of Use that materially conflict with the terms of this Agreement, Arabetica would provide Licensee with 30 days notice of such changes (which notice may be by electronic mail to Licensee′s primary and any secondary contact) and Licensee would only have the obligation under section 7.1 below to take reasonable steps to effectuate, and to inform and educate Authorized Users about, such modifications to such Terms and Conditions of Use, should Licensee not object in writing (which may be by electronic mail) to Arabetica within 30 days after Arabetica provides notice of such changes. Should Licensee object within 30 days, Licensee and Arabetica would use all reasonable efforts to agree upon mutually acceptable language with respect to any such changes and those changes would only become effective upon mutual agreement of the Parties.

2. Grant of License

As of the Agreement Date, Arabetica grants to Licensee, according to the Licensee Status set forth in Attachment A, a nonexclusive, nontransferable license to access and use the Arabetica Database, and to reproduce, distribute, display, make performances of, and use Arabetica Content, only for the Permitted Uses defined in this Agreement, and to sublicense those rights to Authorized Users in accordance with the terms of this Agreement. This license shall remain in effect for the term of the Agreement set forth in Attachment A.

3. Educational and Scholarly Uses that are Noncommercial in Nature.

3.1 Access and Use Limited to Authorized Users. Licensee shall use the Arabetica Database and Arabetica Content obtained therefrom only as expressly permitted herein and shall take reasonable steps to ensure that the electronic database is accessed, displayed, and used in accordance with this Agreement.

3.2 Restricted Access to, and Distribution of, Arabetica Content. Licensee and/or Authorized Users may not distribute, make available, and/or attempt to make available any of the Arabetica Content (whether alone or incorporated into other materials) to persons and/or entities other than: (a) Licensee and/or its Authorized Users; and (b) the audience members at a scholarly or educational presentation, lecture, seminar, or similar activity conducted by Licensee and/or its Authorized Users (via displays and print handouts only). Licensee and/or Authorized Users may also distribute and make available limited Arabetica Content that is incorporated in a work of an Authorized User to limited numbers of scholars, researchers, or curators for purposes of collaboration, comment, or similar educational or scholarly use, if such use and distribution conforms to the customary and usual practice in the field. Arabetica Content may not be incorporated into an unrestricted database or website, or made available to others (electronically or otherwise) except as permitted herein, whether that Arabetica Content is alone or incorporated into other materials.

3.3 Permitted Uses. The Arabetica Database is available solely for educational and/or scholarly uses (including reproductions, distributions, displays and performances) that are noncommercial in nature. Subject to the terms of this Agreement, Licensee may make available the Arabetica Database to Authorized Users, and Licensee and/or Authorized Users may access and use the Arabetica Database and may reproduce, distribute, display and make performances with Arabetica Content, for the following Permitted Uses: (a) classroom instruction and related classroom activities; (b) student assignments and research (including course reserves); (c) research activities of faculty, scholars, and curators; (d) public display or public performance as part of a noncommercial scholarly or educational presentation, such as in an educational, cultural, or scholarly seminar, class, lecture, conference, exhibit, or workshop, or a similar noncommercial professional activity, if such use conforms to the customary and usual practice in the field; (e) use in a student, faculty, or curatorial portfolio, including non-public display thereof, if such use conforms to the customary and usual practice in the field; and/or (f) use in research or a dissertation, including reproductions of the dissertation provided such reproductions are only for personal use, library deposit, and/or use solely within the institution(s) with which the Authorized User and/or his or her faculty or curatorial readers are affiliated (collectively "Permitted Uses").

3.4 Printing Arabetica Content from the Arabetica Database. Licensee and/or Authorized Users may print Arabetica Content from the Arabetica Database for Permitted Uses only. Licensee and/or Authorized Users may print only that amount of Arabetica Content that is reasonably necessary for Permitted Uses, and Licensee and/or Authorized Users may reproduce such copies in limited quantities as reasonably necessary for Permitted Uses. When printing Arabetica Content, Authorized Users must display text at the bottom of the print copies indicating that they are licensed for on commercial educational and scholarly uses only ("Noncommercial Use Statement"). Printed Arabetica Content may not be made available to anyone other than: Licensee; Authorized Users and other audience members at a scholarly or educational presentation, lecture, seminar, or similar activity; and limited numbers of scholars, researchers, or curators to whom work by an Authorized User that incorporates Arabetica Content is made available for purposes of collaboration, intellectual development, comment, or similar educational or scholarly use, if such use conforms to the customary and usual practice in the field.

3.5 Downloading Arabetica Content From the Arabetica Database. Licensee and/or Authorized Users may download Arabetica Content from the Arabetica Database for Permitted Uses only, and may download only that amount of Arabetica Content that is reasonably necessary for Permitted Uses. Arabetica Content downloaded from the Arabetica Database must be access restricted and may not be made available to anyone other than: Licensee; Authorized Users; and limited numbers of scholars, researchers, or curators to whom work by an Authorized User that incorporates Arabetica Content is made available for purposes of collaboration, comment, or similar educational or scholarly use, if such use conforms to the customary and usual practice in the field. Licensee and/or Authorized Users may download Arabetica Content only through the download function(s) provided in the Arabetica Database, although it is understood that Licensee shall have no obligation to monitor or ensure that Authorized Users are only downloading Arabetica Content using the download function(s). Except as set forth in this Agreement and/or in the Terms and Conditions of Use, Licensee and/or Authorized Users shall not download, export, or otherwise remove Arabetica Content from the restricted Arabetica Database in any format or medium for any purpose.

3.6 Local Content. Participant Licensee and/or its Authorized Users may access and use certain features of the Access Software to display, make performances of, reproduce, distribute and use Local Content, along with Arabetica Content ("Local Content Services"). When accessing and using the Local Content Services, Licensee agrees to display, make performances of, reproduce, distribute and use Local Content only in accordance with the terms of this Agreement. Arabetica does not select or pre-screen such Local Content and under no circumstances shall Arabetica be liable in any way for any such Local Content, including but not limited to, for any errors or omissions in any Local Content; for any loss, damage, claim, or liability of any kind incurred in connection with such Local Content, including the access, use, display, performance, reproduction, or distribution of such Local Content, or for any loss, claim, damage, or liability should such Local Content violate or infringe any third party rights (including without limitation any patent, trademark, trade secret, copyright or other proprietary rights) or any international, federal, state, or local law, statute, or regulation. Should Licensee share (or direct Arabetica to share) Local Content with other institutions accessing the Arabetica database, Licensee shall be solely responsible for ensuring that such Local Content, and the sharing of such Local Content, does not violate any third party rights.

Participant Licensee hereby represents and warrants that it will not, and will not authorize others to, access or use the Local Content Services to: (a) upload, post, display, make performances of, or otherwise make available, distribute, reproduce or use any Local Content that violates or infringes any third party right (including without limitation any intellectual property or contractual rights) or that violates any international or domestic, federal, state or local law, statute or regulation; (b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Local Content transmitted through the Local Content Services; (c) upload, post, transmit or otherwise make available, display, make performances of, distribute, reproduce, or use any Local Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) circumvent, disable, or override any encryption features or other protections in the Access Software; and/or (e) intentionally interfere with or disrupt the Local Content Services or servers or networks connected to the Local Content Service.

Participant Licensee acknowledges that Arabetica is relying on the online service provider protections under the Digital Millennium Copyright Act at 17 U.S.C. § 512 (the "DMCA") in providing the Local Content Services, and is required under the DMCA to expeditiously remove from its servers or disable access to Local Content where Arabetica learns or becomes aware that such Local Content infringes the copyright of a third party and to terminate a user′s access to the Arabetica Database and/or the Local Content Services when that individual or institution repeatedly infringes another′s copyright. Consistent with the requirements of the DMCA, Arabetica reserves the right to expeditiously remove any Local Content, or links thereto, from its servers that allegedly infringe a third party′s copyright or the other provisions of this Agreement, and to terminate access to the Access Software and/or Arabetica Database by an individual or institution who is a repeat infringer (although Arabetica would make reasonable efforts to collaborate with an institution to resolve such infringements before terminating such access, and would endeavor, to the extent practicable, to notify Licensee in advance before disabling access to Licensee′s Local Content). Arabetica shall in no way be held liable for terminating access to such Local Content or to the Arabetica Database or for the failure to notify Licensee in advance of disabling access to or removing from its servers such Local Content. Notices to Licensee under this section shall be provided to the Licensee Primary and any Secondary Contacts as well as any Contact for Legal Notices listed in Exhibit A to the License Agreement, and may be sent by electronic mail. Notices to Arabetica under this section may be sent by electronic mail to the Arabetica Contact for Legal Notices. For more information about what should be included in notices pertaining to copyrights, please see the copyright statement on Arabetica′s website.

3.7 Prohibited Uses. In addition to all other prohibitions or restrictions imposed by this Agreement, Licensee and/or Authorized Users shall not: (a) access, use, reproduce, display, make performances, or distribute the Arabetica Database and/or the Arabetica Content for any commercial purpose whatsoever, including but not limited to fee-for-service use of the Arabetica Database, or make any use, reproduction, display, performance, or distribution of the Arabetica Database and/or Arabetica Content that exceeds or violates this Agreement and the Terms and Conditions of Use; (b) distribute and/or make available Arabetica Content or the Arabetica Database to persons other than as expressly permitted herein; (c) provide and/or authorize access to the Arabetica electronic database, such as through the sharing of passwords, to persons or entities other than Authorized Users; (d) export, download, or print, or attempt to export, download, or print, substantial portions of the Arabetica Database; (e) incorporate Arabetica Content into print or electronic materials that are for purchase or are disseminated for commercial purposes (such as by a scholarly or commercial press); (f) make any adaptation or modification of Arabetica Content obtained from the Arabetica Database; (g) override, circumvent or disable any Access Software encryption features or software protections employed in the Arabetica Database; and/or (h) use, reproduce, display, make performances of, or distribute the Arabetica Database and/or Arabetica Content in any way that is not authorized under this Agreement and that infringes another′s Intellectual Property Rights therein.

3.8 Use of the Access Software. Use of Access Software means executing, displaying, and/or using the Access Software, in connection with the Arabetica Database and/or in connection with accessing, displaying, and using the Local Content. Licensee may not circumvent or modify the Access Software, disable any licensing or control features of the Access Software, and/or decrypt, circumvent, or disable any encrypted features of the Access Software. Licensee shall not attempt or permit others to attempt to modify, adapt, translate, convert to another programming language, decompile, reverse compile, disassemble, or reverse engineer the Access Software or any components thereof, in whole or in part, for any purpose, unless expressly permitted in writing by Arabetica. No right, title, or interest in the Access Software is granted to the Licensee under this Agreement, other than the right to use the Access Software in connection with Permitted Uses of the Arabetica Database as set forth herein. The Access Software is subject to change without notice; however, Arabetica will provide Licensee with reasonable notice (which may be in electronic form) of changes that materially impact the usability of or functions in the Arabetica Database. It is understood that Licensee shall not have any obligation to monitor use of the Access Software by individual users. Only Participant Licensee and/or its Authorized Users are granted the rights to use Access Software to make Permitted Uses of Local Content. However, Participant Licensee will assume full responsibility to adopt, or otherwise make possible such Access Software use. Arabetica will do its best to help Participant Licensee to use Access Software to make Permitted Uses of Local Content by offering fee-based and/or free assistance.

3.9 Use of Fonts. Fonts are provided as part of Arabetica Content strictly for non-commercial, demonstrational, educational, scholarly, and intellectual enrichment purposes. No font license of any type or form is grated by Arabetica to Licensee and/or Authorized Users to use Arabetica contents fonts, other than the general Arabetica Database license to make Permitted Uses of fonts images produced through fonts software, and/or to demonstrate or otherwise experience fonts software and functionality for Permitted Uses. Like with all other Arabetica Content items, Licensee and/or Authorized Users must contact copyright holders, authors, or otherwise owners of such items to license or obtain permission to make uses other than Permitted Uses.

3.10 Required Copyright Notices. Licensee shall not intentionally modify, obscure, or remove any copyright notice or other attribution included in the Arabetica Database, or authorize others to do so.

3.11 Fair Use, Educational, and Other Exceptions to the US Copyright Laws. Nothing in this Agreement should be construed or interpreted to limit those uses of Arabetica Content printed or downloaded from the Arabetica database that are permitted under the fair use, educational exceptions, or other provisions of the US copyright or other intellectual property rights laws and it shall not be a breach or violation of this Agreement if Licensee uses printed or exported Arabetica Content in a manner permitted under such provisions of US copyright or other intellectual property laws. Notwithstanding anything to the contrary herein, Licensee acknowledges and agrees that any uses not expressly authorized as Permitted Uses in section 3.3 herein are at Licensee′s own risk and Arabetica shall not be liable in any way for, and the indemnification in section 12.4 shall not apply to, such uses, whether or not Licensee and/or an individual user are relying on fair use, an educational exception, and/or another provision of US or foreign copyright or other intellectual property rights laws. Copyright is not claimed by Arabetica as to any work of the United States government, or to any work that is in the public domain.

3.12 Shared Forums. Arabetica may make available certain Shared Forums as a service to encourage the exchange of information or ideas. Licensee represents and warrants that all Shared Content that Licensee posts to or shares via Shared Forums shall not infringe or violate any third party right of any kind. Arabetica shall not in any way be liable, and Licensee agrees to hold Arabetica harmless, for such Shared Forums, Shared Content, and for any use of Shared Content, including without limitation the distribution, display, performance, reproduction, adaptation or modification of Shared Content, or the removal of such Shared Content from Shared Forums. Arabetica does not control, takes no responsibility for, makes no representations or warranties about, and does not endorse any Shared Content, or any third-party sites or materials accessible through links in Shared Forums or on other portions of the Arabetica website or the Arabetica Database. Should Licensee post Shared Content to such Shared Forums, Licensee automatically grants a perpetual, worldwide, nonexclusive, free-of-charge license to all individuals and institutions accessing that Shared Content to reproduce, distribute, make public performances of, publicly display, and make adaptations or modifications of such Shared Content for the purposes for which such Shared Content was originally posted, and all related uses. Arabetica reserves the right to remove Shared Content should such Shared Content violate the terms of this Agreement or to facilitate the administration of Shared Forums, and to discontinue any Shared Forum and remove Shared Content made available through that Shared Forum at any time.

4. Proprietary Rights.

Licensee hereby recognizes and agrees that the Arabetica Database, some Arabetica Content, and the Access Software are proprietary to Arabetica and/or third parties and are protected by intellectual property laws of the United States of America and of other countries. Licensee hereby represents that it will not, during the term of this Agreement, or any time thereafter, attach, dispute, or contest, indirectly or directly, Arabetica′s rights in and title to the Arabetica Database, nor assist others to do so. The Arabetica mark and logo, and other marks and trade names used to identify Arabetica, are or shall be protected by US and international trademark laws. Similarly, the Licensee′s mark and logo, and other marks and trade names used to identify Licensee are or may be protected by US and international trademark laws. Neither Licensor nor Licensee may use the other′s name or trademark(s) in any way likely to cause confusion as to the origin of goods or services, or to endorse or show affiliation with the other, except as specifically approved in writing. Notwithstanding the foregoing, Arabetica may use Licensee′s name in brochures or other materials to identify Licensee as licensing the Arabetica Database and Licensee is encouraged to use Arabetica′s name to announce its use of the Arabetica Database, and to inform users about the Arabetica Database, provided that Licensee correctly identifies Arabetica as a registered mark in all of Licensee′s written materials and supplies Arabetica with a copy of such announcements upon Arabetica′s request.

5. Links to Arabetica and to Other Sites.

5.1 Links to the Arabetica Database. Licensee may provide electronic links to the Arabetica Database from Licensee′s web page(s), provided such electronic links do not provide access to the Arabetica Database in violation of the access provisions in section 3.1 above. Arabetica will provide assistance to Licensee in creating such links through supplemental online instructions. Licensee agrees to cooperate in testing the links and to make changes in the appearance of such links as reasonably requested by Arabetica. Arabetica may request notification of the URL(s) of Licensee′s web page(s) containing such links. Licensee shall not modify, manipulate, or create a derivative work of the Arabetica Database other than in creating such links or as expressly permitted by Arabetica.

5.2 Links to Other Sites. Arabetica may provide links to other websites for the benefit or convenience of its users. Arabetica makes no representation or warranty of any kind, express or implied, with respect to such websites, and the linking to such websites does not constitute any kind of endorsement of such sites.

6. Delivery and Support.

6.1 Electronic Access. The Arabetica Database will be stored at one or more locations in digital form and accessible by telecommunications links between such locations and Licensee and/or Authorized Users′ workstations. Arabetica shall make the Arabetica Database available online in digital form to Licensee and Authorized Users within a reasonable time from Arabetica′s receipt of an executed copy of this Agreement, provided that Licensee has provided Arabetica with IP address domain information, as set forth in Attachment A.

6.2 Restricted Access. Access to the Arabetica Database is restricted as set forth herein. Access to the Arabetica Database will be limited and regulated through the use of user accounts and/or IP address(es), or via other means, such as through automated authentication systems where applicable. To perform some functions (such as saving record groups for subsequent retrieval), Licensee and/or Authorized Users may be required, through instructions automatically provided by the Access Software, to provide email addresses or other personal information. Licensee shall cooperate with Arabetica in the implementation of security procedures as they are developed. Arabetica may utilize monitoring or other technologies to monitor uses (including reproductions, displays, performances, and/or distributions) of the Arabetica Database and Arabetica Content therein in accordance with its Privacy Policy. The Privacy Policy may be amended from time to time, provided that such changes shall only take effect following 30 calendar days after written notice has been sent to Licensee (which may be in electronic format addressed to the Licensee Primary Contact and any Licensee Secondary Contact on Attachment A hereto) and absent any written objection from Licensee in response to such changes within such 30-calendar day period. Should Licensee object within such 30-calendar day period, the Parties agree to mutually cooperate to address the concerns of both Parties and to reach mutually agreeable changes (if any) to the Privacy Policy. Such Privacy Policy, as it may be so amended, is incorporated herein by reference.

6.3 Proxy Servers. Licensee shall promptly inform Arabetica if Licensee makes use of a proxy server to provide access to the Arabetica Database, or if it becomes aware of a proxy server that is providing such access. Arabetica may terminate access without advance notice to an unauthorized and/or open proxy server, but will notify Licensee following the termination of such access.

6.4 Hardware and Internet Access. Licensee is solely responsible for establishing and maintaining hardware and Internet connections to provide access to, use, and to transmit and display, the Arabetica Database to Authorized Users. Licensee understands that Access Software may require downloading and installing onto individual workstations, or servers, of a particular application and/or Internet browser software, including plugins, may be required to access or to use certain applications of the Arabetica Database. Licensee understands and acknowledges that from time to time Arabetica may modify software and related components in the Arabetica Database and that portions of such software and related components in the Arabetica Database may migrate to other formats or be removed from the Arabetica Database. Arabetica will provide Licensee with reasonable notice (which may be provided electronically) of such changes.

7. Security and Usage Data.

7.1 Protection of the Arabetica Database and Arabetica Content Therein. Licensee shall use reasonable efforts to protect the Arabetica Database from any use that is not permitted under, or is a violation of, this Terms of Use and License Agreement, and to educate and inform Authorized Users of the terms and conditions of use included in it. Licensee shall comply with, and take reasonable steps to effectuate, all reasonable security procedures required to protect the security of the Arabetica Database and/or Arabetica Content therein.  Arabetica and Licensee may from time to time consult on the establishment of further measures to inform Authorized Users of the availability of the Arabetica Database and its terms and conditions of use.

7.2 Additional Measures in the Event of a Violation or Suspected Violation. Licensee agrees to notify promptly Arabetica upon learning or being notified of any violation or suspected violation of this Agreement, or of the Terms and Conditions of Use, to investigate and cooperate fully and promptly with Arabetica in investigating such known or suspected violations, and to take other measures that Arabetica and Licensee deem mutually appropriate in any case involving knowing and willful violations. Additionally, in the event of a violation of the terms and conditions of use of this agreement, Licensee understands and agrees that: (a) Arabetica may impose further restrictions on access to, and downloading and printing from, the Arabetica Database; (b) upon notice to Licensee except in exigent circumstances (when such notice is not required), Arabetica may suspend or terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred; and/or (c) Licensee shall suspend or terminate such individual′s access to the Arabetica Database upon Arabetica′s request. Arabetica may also consult with others and/or bring appropriate legal action concerning any unauthorized use or infringement of the Terms and Conditions of Use and/or this Agreement.  Arabetica will not take any of the actions described in this paragraph without first notifying Licensee and providing Licensee with an opportunity to remedy such unauthorized use or infringement to Arabetica′s satisfaction.

7.3 Monitoring and Gathering Usage Data. To protect the Arabetica Database against unauthorized uses and to learn about the uses made by users of the Arabetica Database, Arabetica may monitor activity and use of the Arabetica Database consistent with Arabetica′s Privacy Policy, as it may be amended from time to time as set forth in section 6.2. Arabetica agrees to provide periodically usage data to Licensee, in a form determined by Arabetica and as permitted herein. For more information on monitoring and gathering usage data, see Arabetica′s Privacy Policy.

8. Fees.

8.1 License Fee. Licensee shall make payments to Arabetica, under the terms set forth in Attachment A, for the license to the Arabetica Database granted herein.

8.2 Other Costs. Licensee shall be solely responsible for all costs associated with establishing access to the Arabetica Database, including but not limited to any hardware, and any telecommunications or other charges imposed by carriers, proprietary network operators, and/or Internet access providers, as well as for printing costs associated with printing Arabetica Content from the Arabetica Database. Licensee shall also be solely responsible for all costs, fees, and taxes relating to Licensee′s or Authorized Users′ use of the Arabetica Database.

9. Withdrawal of Arabetica Content from the Arabetica Database.

In addition to the provisions set forth in section 3.6 herein, Arabetica may withdraw Arabetica Content from the Arabetica Database for good cause shown. Arabetica would endeavor, to the extent practicable, to minimize any inconvenience to Licensee and Authorized Users caused by such withdrawal by, for example, seeking to withdraw Arabetica Content only at the conclusion of an academic semester (except in the event of an alleged infringement under section 3.6 herein). However, should Arabetica be unable to avoid such inconvenience, Licensee and Authorized Users shall in no way hold Arabetica liable for the withdrawal of such Arabetica Content from the Arabetica Database. Should Arabetica permanently withdraw five percent or more of all Arabetica Content in the Arabetica Database (excluding Local Content), Arabetica will provide Licensee with a pro rata reduction in the annual user fee for each subsequent year until Arabetica makes available an equivalent amount of Arabetica Content (whether of the same or different images) as that provided before the withdrawal of such Arabetica Content.

10. Term and Termination.

10.1 Term of Agreement. This Agreement shall continue in effect for the period set forth in Attachment A hereto, and will be renewable in accordance with the terms of Attachment A.

10.2 Termination. In addition to the other rights of termination set forth in this Agreement, in the event that either Party believes that the other Party has materially breached any obligations, representations, or warranties under this Agreement, such Party shall so notify the breaching Party in writing. The breaching Party will have 60 days from the receipt of such notice to cure the alleged breach and to notify the non-breaching party in writing that such cure has been effected. If the breach is not cured within the 60-day period, the non-breaching party shall have the right to terminate the Agreement upon written notice. In addition, Arabetica may terminate this Agreement and the licenses herein within 60 days written notice without the opportunity to cure if, in Arabetica′s reasonable opinion, the cumulative effect of violations of Terms and Conditions of Use by Authorized Users has caused or threatens to cause material harm to Arabetica and/or its Arabetica Content and/or software providers and/or if there are repeated infringements under section 3.6 herein. Additionally, Licensee may terminate this Agreement upon not less than 90 days written notice before the end of the then-current term should Licensee no longer have the funds to participate in the Arabetica Database, and effective upon 5 business days upon the receipt of such notice by Arabetica, this Agreement (and any hosting agreement between Arabetica and Licensee with respect to local content) would terminate and Arabetica would return a pro-rata refund of the Licensee′s Annual Access Fee(s) only for the remaining portion of that year.

10.3 Discontinuing Access to Arabetica Content Upon Termination of this Agreement.

Licensee: Upon the termination or expiration of this Agreement, and in the absence of another agreement executed between the Parties, all online access to the Arabetica Database by Licensee shall be terminated (and Arabetica shall remove any Local Content of Licensee from Arabetica′s servers). Within 60 calendar days from such termination, Licensee shall remove and destroy or erase all Arabetica Content from Licensee′s servers (or servers operated on Licensee′s behalf), and shall take reasonable steps (such as posting a notice in a location determined by Licensee) to notify Licensee′s Authorized Users that Licensee is no longer providing access to the Arabetica Database.

Authorized Users of Licensee: Upon termination of this Agreement, Licensee′s Authorized Users may keep only those print or electronic copies of Arabetica Content appearing in lesson plans or in other pedagogical, educational, or scholarly materials for personal, noncommercial uses that are consistent with fair use and other exceptions to intellectual property rights laws, provided that such uses comply with the Terms and Conditions of Use. The Arabetica Terms and Conditions of Use shall survive the termination of this Agreement.

10.4 Survival. The provisions of Sections 4, 10, 11, 12.4, 12.5, and 13 and the Terms and Conditions of Use shall survive any termination or expiration of this Agreement and continue in effect, except that 12.4 shall survive any termination and continue in effect only for Authorized Uses that occur prior to such termination.

11. Notices.

All notices given pursuant to this Agreement shall be in writing and may be delivered by hand or by overnight carrier and shall be deemed received upon such delivery, or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested, unless an alternate form of notice is expressly permitted herein or a different notice period is specified. Notice shall be addressed and delivered to the persons and addresses set forth in Attachment A. If any notice is sent by facsimile, confirmation copies must be sent. Either Party may from time to time change its Notice information by written notice to the other Party.

12. Representations, Warranties, and Disclaimers.

12.1 Authority to Enter into Agreement. Each Party represents and warrants that it has the authority to enter into this Agreement, and to bind that Party to the terms and conditions herein. Each Party further represents and warrants that it has caused this Agreement to be executed by a duly authorized representative.

12.2 Maintain Security. Licensee represents and warrants that it shall exert reasonable efforts to maintain sufficient security with respect to any and all IP addresses, usernames, passwords, and/or users′ email addresses. Likewise, Arabetica represents and warrants that it shall exert reasonable efforts to maintain sufficient security with respect to any and all IP addresses, usernames, passwords, and/or users′ email addresses provided by Licensee in accordance with the Arabetica Privacy Policy.

12.3 Additional IP Addresses. Licensee represents and warrants that it is providing no IP addresses to Arabetica that pertain to any campus or institution other than those listed or indicated on Attachment A of this Agreement or for which access has otherwise been agreed to in writing by Arabetica. Arabetica reserves the right to assess additional fees and to require additional license terms or separate license agreements in the event that Licensee provides IP addresses pertaining to institutions or campuses other than those listed or indicated on Attachment A, or in the event that Licensee seeks to add additional institutions or campuses, or distance education programs, other than those currently listed in Attachment A.

12.4 Disclaimer of Liability and Indemnification. Arabetica shall in no way be liable, and Licensee agrees that it shall not hold Arabetica liable, for any loss, injury, claim, liability, damages, costs, and/or attorneys fees for any and all violations and/or breaches of this Agreement by Licensee, its agents, employees, officers, directors, and/or breaches of the Terms and Conditions of Use by its Authorized Users, and/or any and all uses by Licensee, its agents, employees, officers, directors, and/or its Authorized Users that are unauthorized and/or exceed this Agreement or the Terms and Conditions of Use.

Arabetica agrees to indemnify, defend, and hold harmless Licensee, its agents, employees, officers and directors, and its Authorized Users for all costs, damages, reasonable attorneys fees, and other expenses arising out of any third party′s threatened claim(s) or claim(s) of infringement of copyrights, patents, or trademarks brought against Licensee and/or its Authorized Users, but only if such threatened claim(s) or claim(s) arise out of Permitted Uses of the Arabetica Database. Notwithstanding the foregoing, Arabetica expressly disclaims any and all liability, and in no event shall Arabetica be liable, or indemnify Licensee and/or Authorized Users, for claims to the extent that they are related to: (a) adaptations and/or modifications of Arabetica Content; (b) links between Arabetica and other sites, and/or content on those sites; (c) content in, and/or uses, reproductions, displays, performances, or distributions of, Local Content and the Local Content Services; (d) any and all uses, reproductions, displays, performances, or distributions made of the Arabetica Database and/or Arabetica Content outside of the United States of America; (e) breaches by Licensee, its agents, employees, directors, officers, and/or Authorized Users of this Agreement and/or uses, reproductions, displays, performances, or distributions made of the Arabetica Database and/or its Arabetica Content that exceed and/or violate the terms of this Agreement and/or the Terms and Conditions of Use, whether or not such uses, reproductions, displays, performances, or distributions are permitted by law under the fair use or other provisions of US or other countries′ laws; and/or (f) any and all uses, reproductions, displays, performances, or distributions made of Arabetica Content obtained from the Arabetica Database following the termination or expiration of this Agreement.

In connection with these indemnification obligations, Arabetica will control the defense of such claims and/or threatened claims, including the right to designate counsel and to control all negotiations, litigation, arbitration, settlements, compromises and appeals of such claims and/or threatened claims, and Licensee shall: (i) immediately notify Arabetica upon learning of any such claim and/or threatened claim; (ii) provide to Arabetica such information respecting such claim and/or threatened claim as Arabetica shall reasonably require; and (iii) take all such steps as Arabetica shall reasonably request to preserve and protect any defense to such claim and/or threatened claim at Arabetica′s expense. Licensee shall have the right to participate in (but not control) the defense of any such claims or threatened claims with counsel of its selection at its sole expense.

12.5 Disclaimer and Limitation of Liability.  OTHER THAN THE EXPRESS WARRANTIES AND INDEMNIFICATIONS STATED IN THIS SECTION 12, THE ARABETICA DATABASE AND THE ACCESS SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, AND ARABETICA AND ANY AND ALL THIRD PARTY CONTENT AND SOFTWARE PROVIDERS AND/OR LICENSORS ("CONTENT PROVIDERS") DISCLAIM TO THE FULLEST EXTENT OF THE LAW ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND (EXPRESS, IMPLIED, ORAL, OR WRITTEN) RELATING TO THE ARABETICA DATABASE, ARABETICA CONTENT, LOCAL CONTENT, THE ACCESS SOFTWARE, OR ANY PARTS THEREOF, INCLUDING WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTIBILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. ARABETICA AND ALL CONTENT PROVIDERS MAKE NO WARRANTIES WITH RESPECT TO ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM, EXCEPT THAT ARABETICA WILL EXERCISE A REASONABLE LEVEL OF CARE IN AN ATTEMPT TO PREVENT SUCH OCCURRENCES. ARABETICA AND ALL CONTENT PROVIDERS FURTHER DISCLAIM ANY LIABILITY AND MAKE NO WARRANTIES WITH RESPECT TO ANY ERRORS OR OMISSIONS IN THE ARABETICA CONTENT, LIABILITY UNDER LIBEL LAWS, INFRINGEMENT OF RIGHTS OF PUBLICITY AND PRIVACY, MORAL RIGHTS, AND/ORTHE DISCLOSURE OF CONFIDENTIAL INFORMATION; AND/OR FURTHER DISCLAIM ANY LIABILITY AND MAKE NO WARRANTIES WITH RESPECT TO ANY AND ALL CLAIMS AND/OR THREATENED CLAIMS OF ANY KIND (INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT CLAIMS AND/OR THREATENED CLAIMS) RELATING TO: LINKS BETWEEN ARABETICA AND OTHER SITES AND/OR THE CONTENT ON SUCH LINKED SITES; LOCAL CONTENT AND THE LOCAL CONTENT SERVICES; USES, DISPLAYS, PERFORMANCES, REPRODUCTIONS, AND DISTRIBUTIONS MADE OUTSIDE OF THE UNITED STATES; ADAPTATIONS AND/OR MODIFICATIONS OF ARABETICA CONTENT OR LOCAL CONTENT; ANY AND ALL USES, REPRODUCTIONS, DISPLAYS, PERFORMANCES, AND DISTRIBUTIONS THAT EXCEED OR VIOLATE THE PERMITTED USES (WHETHER PERMITTED BY LAW OR OTHERWISE) AND/OR ANY USE(S), REPRODUCTIONS, DISPLAYS, PERFORMANCES, AND DISTRIBUTIONS MADE OF ARABETICA CONTENT AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

12.6 Unavailability of Arabetica Database. Arabetica shall try to provide continuous availability of the Arabetica Database online. However, Licensee recognizes that the Arabetica Database may not be available from time to time due to maintenance of the server(s), the installation or testing of software, the loading of Arabetica Content as it becomes available, and downtime relating to equipment or services outside the control of Arabetica including but not limited to public or private telecommunications services or internet nodes or facilities, and, except as set forth in section 12.4, Arabetica shall not be held liable for any loss, injury, claim, liability, or damage of any kind resulting from the unavailability of the Arabetica Database or the Access Software, interruption of the services provided hereunder, or arising out of, or in connection with, Licensee′s use, display, performances of, reproduction, distribution, or the uses, displays, performances of, reproductions or distributions made by Authorized Users or other users of the Arabetica Database. If the Arabetica Database fails to operate in conformance with the terms of this Agreement, Licensee shall promptly notify Arabetica, and Arabetica′s sole obligation shall be to repair the nonconformity. Except as set forth in section 12.4, in no event shall Arabetica′s liability exceed the fees paid to Arabetica by Licensee.

12.7 Laws and Jurisdiction of the United States of America Controlling. This Agreement shall be interpreted and construed according to, and governed by, the federal and state laws of the United States of America, excluding any such laws that might direct the application of the laws of another jurisdiction. The Parties expressly exclude, if applicable, the application of the United Nations Convention on Contracts for the International Sale of Goods. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be subject to the exclusive jurisdiction of the courts of the United States of America, excluding any laws that might direct jurisdiction to courts outside of the United States of America.

12.8 Discontinuance of Arabetica. Arabetica intends to maintain the Arabetica Database and to make it available for noncommercial educational and scholarly purposes on an ongoing basis. However, should exigent circumstances so require, Arabetica reserves the right to discontinue and/or cease operating the Arabetica Database. Should Arabetica discontinue and/or cease operating the Arabetica Database, it would provide notice to Licensee and other users of the Arabetica Database, and would make efforts to transfer the Arabetica databse to another nonprofit institution and to have it made widely available for noncommercial educational and scholarly purposes. However, Licensee recognizes that such transfer may not be possible and agrees that Arabetica shall not be liable whatsoever should Arabetica cease to exist and should such transfer not be made.

13. Miscellaneous.

13.1 Entirety of the Agreement. The terms and conditions of this Agreement supersede all prior oral and written Agreements between the Parties with respect to the subject matter of this Agreement and shall constitute the entire Agreement between the parties with respect to the matters contained herein. It is understood, however, that the terms and conditions of this Agreement shall not supersede or modify any other written agreement between the Parties concerning provision of Arabetica Content by Licensee for the Arabetica Database or similar matters; any and all such agreements shall continue in full force and effect in accordance with their terms. This License Agreement shall not be modified or amended except by writing duly executed by authorized representatives of the parties (except that the Privacy Policy may be amended from time to time, as set forth in section 6.2).

13.2 No Assignment and No Third Party Beneficiary Rights. Neither Party to this Agreement shall assign, transfer, subcontract, or sublicense this Agreement or any of the rights and obligations hereunder, without the prior consent of the other Party. Notwithstanding the foregoing, Arabetica reserves the right to use fee-for-service entities to perform specific services on behalf of Arabetica, provided that such entities are obligated to comply with the applicable terms and conditions herein (including but not limited to terms relating to security and privacy). This Agreement has been executed for the sole benefit of the Parties that are signatories to this Agreement and is not intended for the benefit of any third party. The Parties expressly disclaim the creation of any third party beneficiary rights under this Agreement and agree that no third party shall have any rights under this Agreement.

13.3 No Agency, Joint Venture or Partnership. Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the Parties.

13.4 Waiver or Invalidity of any Provision or Breach. Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision or provisions of this Agreement are held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.5 Force Majeure. No Party shall be in breach of this Agreement if a failure to perform an obligation hereunder results from a condition(s) that is beyond the Party′s reasonable control, including, but not limited to strikes, labor disputes, terrorist acts, or governmental requirements.

13.6 Use Outside of the United States of America. Should Licensee and/or its Authorized Users access the Arabetica Database outside of the United States of America, such access will be through Arabetica servers housed in the United States of America, or such other server(s) as may be determined by Arabetica. Licensee understands that performance of the Arabetica Database when accessed outside of the United States of America is subject to available transmission bandwidth and other factors beyond Arabetica′s control, and may not equal performance of the Arabetica Database when accessed within the United States of America. Licensee agrees to comply with all applicable laws and regulations in its exercise of the License. Licensee agrees that, should it use the Arabetica Database outside of the United States of America, it will effect or obtain any necessary governmental or regulatory filings and approvals required outside of the United States of America in connection with its use of the Arabetica Database in such countries and will pay any costs associated therewith. Should Licensee access the Arabetica Database from a country outside of the United States of America, Licensee will inform Arabetica of any laws in such country of which Licensee becomes aware that require any change to this Agreement. Arabetica may revoke access to the Arabetica Database in any country outside the United States of America if warranted, in Arabetica′s sole opinion, by the laws or regulations of such country.

13.7 Counterparts. This Agreement and any Amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one agreement.

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