Reseller Agreement

WiderNet Reseller Agreement

The purpose of this reseller agreement is to establish the process of partnership with the WiderNet Project by individuals in the field.  This agreement serves to define the requirements of partnership and enumerate the duties expected of individuals seeking involvement as field associates (resellers?) with the WiderNet Project.

Signing of this agreement is a requirement to obtain the designation of a registered field associate.

Or, for the more official intro...

This reseller agreement is entered into between you (the reseller) and the WiderNet Project, concerning the reselling of WiderNet Project software, hardware, and the eGranary Digital Library.  http://nexthaus.com/agreement.html
 

Definitions
"Field Associate" means any person acting under the designation of registered or certified by the WiderNet Project.  Field associates work in areas where the WiderNet Project is implementing its projects.
"License Agreement"

"Territory" is defined later in the agreement (add section number when it's developed further)
 

NONEXCLUSIVE AGREEMENT

Reseller agrees to resell the eGranary Digital Library and other WiderNet Project technology to end users in accordance with the terms of this Agreement and the License Agreement. This Agreement is not exclusive to Reseller, and the WiderNet Project reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the eGranary Digital Library and other technology anywhere in the world.  http://nexthaus.com/agreement.html\\

Reseller Distinction
WiderNet Resellers may be designated as registered, certified, or as third party resellers.  The obligations and privileges outlined in this reseller agreement apply to all resellers.  Regestered and certified field associates are required to sign a supplemental agreement outlining their duties and the expanded privileges they are granted under their status.

Reseller Requirements


 

Reseller Restrictions
This portion of the reseller agreement outlines limitations on actions resellers may take.
 

Alteration

Reseller shall not, and shall ensure that other third parties shall not (info) modify, adapt, alter, translate, copy, perform and display (publicly or otherwise) or create derivative works based on the eGranary Digital Library; (ii) merge or bundle the eGranary Digital Library with other software; (iii) sublicense, lease, rent, or loan the eGranary Digital Library; (iv) except as expressly permitted under Section 2(b), transfer the Licensed Software to any third party; (v) provide the use of the eGranary Digital Library in any service bureau, rental or time-sharing arrangement; (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the eGranary Digital Library (except as expressly permitted pursuant to Section 2(f)); or (vii) remove, modify or obscure any identification or proprietary or restrictive rights markings or notices from the eGranary Digital Library or any component thereof. (http://www.linspire.com/reseller_license.php).  Reseller shall distribute the eGranary Digital Library in the form shipped by Licensor, unopened, unmodified and with the License Agreement, User Documentation, packaging, and/or other items intact. (http://www.linspire.com/reseller_license.php)

Duplication
Duplication of the eGranary Digital Library by field associates is strictly prohibited.  Copying of the eGranary Digital Library by any actor (agent?) other than the WiderNet Project violates the copyright of the material included within the eGranary Digital Library and violates the WiderNet Project's contract with contributors of content in the eGranary Digital Library.
The only exception to the duplication restriction is that the eGranary Digital Library may be copied for purposes of replacement.  This replacement may take place only if (discuss these conditions with Cliff, software elimination due to problems with their own software is probably a no-no, so what does the replacement allowance apply to?)  The WiderNet Project requires notification in the case of any duplication of the eGranary Digital Library for purposes of replacement.
 

Profits
Field associates are required to sell the eGranary Digital Library solely for the cost set by the WiderNet Project.  The additional charge covering the field associate's contribution to the sale is also set by the WiderNet Project.  The field associate obtains all personal profit from this charge on the eGranary Digital Library purchaser.  
Field associates are prohibited from obtaining any profit from content of the eGranary and are prohibited from selling the content in any way.
 

Representation Restrictions

Resellers are prohibited from representing themselves as employees of the WiderNet Project or the University of Iowa.  Resellers function as independent agents who have partnered with the WiderNet Project to sell and support eGranary Digital Libraries. They are not employees of the WiderNet Project or UNC Chapel Hill.

Logo Usage

Resellers are prohibited from using the WiderNet Project or UNC Chapel Hill logos, copyrights, or trademarks in their marketing, advertising, and other activities. 

Logos available to resellers include the family of eGranary Digital Library logos.

Usage of permitted logos is constrained by the following guidelines:

2.1 You may not frame the logo, or otherwise cause users to display the site in a distorted fashion.

2.2 You may display the Logo only in the form and at the size provided to you. You may not modify or alter the Logo or Code in any way, including size, proportions, colors, elements, type or any other respect. You may not animate, morph or otherwise distort the Logo's perspective or dimensional appearance, nor may you use screen shots of your pages (to the extent that the Logo appears in the screen shot) in any other medium. If The WiderNet Project provides you with a substitute version of the Logo, you shall replace the Logo as soon as reasonably possible.

2.3 The Logo shall be surrounded by a reasonable amount of empty space, and you may not use the Logo in conjunction with other logos or marks in a way that would create a combination mark. You may not use the Logo in a way that suggests that The WiderNet Project endorses or sponsors your site.

2.4 You may not use the Logo in any way that tarnishes, blurs or dilutes the quality of The WiderNet Project's trademarks or any associated goodwill. Without limiting the foregoing, you shall not display the Logo on any pages that contain infringing or illegal content.

2.5 You acknowledge The WiderNet Project's sole and exclusive ownership of the Logo and the Code, and you shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Logo. All use of or goodwill associated with the Logo shall inure to The WiderNet Project's benefit. You may not use the Logo or Code in any manner not expressly authorized under this Agreement.

(http://www.pluck.com/site/logo-usage.html)


 

Territory

The Reseller's territory is limited to the country the Reseller agrees to operate within. 

Reseller acknowledges that Reseller is not granted any rights under this Agreement to distribute the eGranary Digital Library outside the Territory. Reseller will not promote, market, or advertise the eGranary Digital Library outside the Territory, or license, distribute or deliver the eGranary Digital Library to any party (including End Users) located outside the Territory, without obtaining prior written consent from Licensor. If Reseller receives from any party located outside the Territory an order to license the eGranary Digital Library, Reseller will not accept such order and will promptly refer such order to Licensor. (http://www.linspire.com/reseller_license.php)

The WiderNet Project will (seek to) release the name of the Reseller to prospective customers within that Reseller's territory.

Territory may vary in accordance with the reseller's status as a registered, certified, or third party reseller.

Reseller Responsibilities

 License Agreements
Resellers are responsible for obtaining and signing a license agreement for each eGranary Digital Library they receive from the WiderNet Project.  The WiderNet Project must receive the signed license agreement from the reseller.

Resellers are responsible for obtaining a signed license agreement from each customer to whom they sell an eGranary Digital Library.  This license agreement must be signed upon the acquisition of the eGranary Digital Library by the customer.  The field associate must keep a copy of this license agreement, give a copy of the same agreement to the customer for their records, and send a final copy to the WiderNet Project.

Marketing

(moved to the distinction between the types of resellers section because third party resellers probably won't be involved in much marketing.  Make sure this is kosher)

CONFIDENTIALITY

In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information. Neither party shall have any obligation with respect to Confidential Information which: (i ) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or received by the receiving party from a third party, which was not subject to similar confidentiality obligations to the disclosing party; or (iii) is independently developed by the receiving party, without breaching the confidentiality obligations of this Agreement.


 

(d) DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, LICENSOR SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (info)  ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (iii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.http://www.linspire.com/reseller_license.php

Maintenance Policy

Maintenance is the process of providing service to prolong the life of hardware and software provided by the WiderNet Project as well as maximizing the utility of the technology.  Duties involved include:

  • Providing on-site technical support to institutions that have purchased WiderNet Project technology.  Such support includes the maintenance of both hardware and software.
  • Providing technical support to purchasing institutions via phone or email.  For problems that can be fixed by the user, it is encouraged that the maintenance associate provide help via phone or internet rather than providing on-site service as small problems can be fixed with minimal cost to all involved.
  • Providing subscribers with content updates as the updates are released. 

Maintenance should be provided only by those who are qualified to offer technical support.  Qualifications include a basic knowledge of computer programming and upkeep.  For issues involving the organization of eGranary content, education in the field of library science is encouraged. 

Web-based, email, and phone support will be covered by subscriptions purchased with the eGranaries.  Users may pay extra to be covered by technical support.  This money goes into a separate fund to pay for maintenance needs as they arise. 

On-site maintenance must be paid for by the subscriber:

  • One year of on-site maintenance expenses is covered by the initial $250 fee that includes installation.
  • Continued maintenance service costs $250 per year.
  • In addition to the $250 per year cost of maintenance, users must also pay the travel expenses of the field associate.

Installation Policy

Installation is the process of setting up technology provided by the WiderNet Project at a purchasing institution. Duties involved include:

  • The placement of all hardware in the required areas once they have arrived at the institution (basically putting computers/servers where they need to be.)
  • The installation and setup of all software provided by the WiderNet Project.
  • Confirming that the newly installed hardware and software is sufficiently in place without foreseeable problems that can be prevented or mitigated in the installation process.
  • Providing maintenance services to any eGranaries that they install.
  • Ensuring that license agreements have been signed by the user for any eGranaries that are purchased.
  • Providing on-site training upon to prospective users. Training should take place upon installation and on a periodic basis so long as the purchasing institution continues to pay for continued technical support.

Installers are paid in relation to how many installations they make, as well as the magnitude of each installation. For further information on the logistics of installing various systems or equipment, the WiderNet Project provides the information on its Web site. For further detail on payment of installers, see the payment policy for field associates.

eGranary License Agreement

eGranary Digital Library License Agreement

This license agreement covers the content of the eGranary hard drive, not the hardware itself. 

This license agreement between The WiderNet Project at the University of Iowa and the undersigned eGranary Digital Library subscriber outlines the obligations of both parties with respect to owning and operating an eGranary Digital Library. 

The undersigned subscriber is the organization or individual that has acquired the eGranary for purposes of using the content or offering the content to patrons via an intranet.

If this agreement has been generated from a Web interface, a hard copy of this agreement will be provided upon delivery of the hard drive with the eGranary Digital Library.

PROTECTING THE COVENANT WITH RESOURCE CONTRIBUTORS 

The contents of the eGranary Digital Library are to be made available at no cost to patrons. This does not preclude the subscriber charging reasonable fees for conventional infrastructure, computer usage, and logistical services, but there should be no charges levied for use of the content itself.

The subscriber may make eGranary Digital Library materials available to their community via an intranet, but under no circumstances make the materials available to users outside their community via the Internet. 

For clarification: an intranet is a private computer network that uses Internet protocols and network connectivity to securely share part of an organization's information or operations with its members, whereas the Internet is a worldwide mesh of interconnected computer networks that is accessible by the public.

Copyrights belong to the original authors and/or publishers. eGranary Digital Library materials must remain in their original form, including all citations, copyright information, author information and credits. Use of copyrighted materials in the eGranary Digital Library must be in a manner consistent with fair academic use, and not copied or used without proper credit and/or permission from the copyright holder.

The eGranary Digital Library may not be copied and distributed without explicit written permission from The WiderNet Project.

The purchaser of the eGranary acknowledges that the eGranary costs as much as or less than the cost advertized by The WiderNet Project.

UPDATING, MAINTAINING, REPORTING and PROMOTING USE

The WiderNet Project will occasionally provide system updates to fix problems or improve functionality of the eGranary Digital Library. These updates will be provided for free for one year after purchase. After one year, the subscriber is responsible for shipping costs (if any.) System updates will be available for free download from The WiderNet Project's FTP site.

If purchased, The WiderNet Project will provide regular content updates of the eGranary Digital Library to the subscriber. It is the subscriber's responsibility to receive and implement these updates for their local community.

The subscriber will provide The WiderNet Project with up-to-date administrative, librarian and technical contacts. The WiderNet Project will not be responsible to provide updates, technical support or project communications to subscribers with out-of-date contact information.

The subscriber will provide semi-annual reports on the use of the eGranary Digital Library to The WiderNet Project.

The subscriber will provide The WiderNet Project with eGranary Web server logs on a semi-annual basis. At the subscriber's request, the WiderNet Project will provide a report analyzing the results. All data collected from subscribers will have identifying information removed before being provided to the general public.

Subscribers are encouraged to add their own content to their copy of the eGranary Digital Library. Alterations to the eGranary hard disk may be lost or damaged during content updates, repairs, virus attacks, etc. It is the responsibility of the subscriber to maintain an up-to-date archive of their custom content.

The subscriber will provide training for local staff and patrons in the use of the eGranary Digital Library. The WiderNet Project will provide tutorials, promotional materials, and on-line help in the eGranary Digital Library. 

This agreement will terminate immediately upon breach of or non-compliance with any of its terms. 

Copyright & Permission Policy

Any content that is included in the eGranary will maintain its current copyright information.

No material in the eGranary is to be modified beyond being entirely added or deleted, there is to be no alteration of the pages themselves beyond the elimination of adware.

The only exception to this rule are public domain materials and resources whose authors or publishers explicitly state that the material can be altered.  Copyrights will still remain attached to all material in the eGranary and uphold its original status of public domain, private organization, etc. 

Citations for materials found in the eGranary should reference the original author or publisher, not the eGranary or the WiderNet Project.

All copyrighted information may be reproduced only with permission of the copyright holder, or according to the terms outlined by the individual Web site.

The eGranary Digital Library includes content in the public domain, or designated open source, or assigned a Creative Commons license.  The Creative Commons is defined as the international organization under which documents are licensed giving users the freedom to share and/or build upon the material.  

The use of materials in the eGranary is considered to be non-commerical as the content of the eGranary is not being sold.

The WiderNet Project makes no effort to obtain explicit permission to include material from the public domain or from the Creative Commons.  Rather, it is understood that this material is generally available for use and distribution.

The WiderNet Project also obtains content from organizations and authors of other general, copyright-restricted materials.  It is our intention that no material is included in the eGranary without the author's permission.

The process of obtaining information from providers of copyright-restricted materials involves contacting the author or publisher of this material and requesting permission, in writing or via email, to allow the inclusion of their material in the eGranary.  Permission will be obtained only from the copyright holder who is legally authorized to give permission, be it the author or the publisher.

The WiderNet Project informs the copyright holder as to the intended use of the copyright-protected content in the eGranary should they agree to allow their material to be included therein.

Some important facts about which the copyright holders will be informed include:

  • Should the copyright holder agree to include some or all of their material in the eGranary, the material that they approve will be included in the next update of the eGranary.
  • This updated content will be made available to all users of the eGranary.  
  • The content will be provided free of charge. The WiderNet Project is not selling any of the eGranary's material and is no way profiting from the content of the eGranary.
  • Users are strictly prohibited from sharing the content of the eGranary via public forums.  All copyright holders are only agreeing to share their material with eGranary users.  Users of the eGranary are only allowed to share eGranary materials over local intranets, not over the internet.
  • Users are prohibited from any alterations of eGranary content beyond the simple addition and deletion of whole pages in the eGranary.