OXFORD UNIVERSITY PRESS/SUBSCRIBER AGREEMENT TERMS AND CONDITIONS OF USE

This is an institutional License Agreement for access to the American National Biography Online (the "ANB") . You must have this License Agreement, signed by an officer of your institution, and send it to OUP along with your payment before you are allowed access to either the ANB. The words "you" and "your" in this Agreement refer to your institution, not to the individual who signs this Agreement on this institution's behalf.

Through this Subscriber Agreement, Oxford University Press, Inc. ("OUP") will allow access to and use of certain licensed reference works, including the American National Biography, and such other additional works as __________________________ and OUP may agree upon from time to time (collectively the "Licensed Works"), under the terms and conditions set forth herein.

1. FEES AND PAYMENTS

1.1 Your annual subscription fee, as indicated in Exhibit A, must be fully paid before you will be provided access to the ANB.

1.2 You agree to pay all fees and charges incurred in connection with your subscription, including applicable taxes and communications or access charges, at the rates in effect when the charges were incurred. For a list of current fees please see the Ordering Information area of the Oxford Online. User fees will be billed automatically to you at the start of each subscription period. Fees and charges are non-refundable, except as provided herein. OUP may change subscription rates in the normal course of business. In that case, you will be notified of the new rates (if any) in the OUP annual renewal notice which you will receive prior to the end of your subscription term. All charges incurred in connection with your account will be billed to the credit card you designate during the registration process.

2. USAGE RIGHTS

2.1 Throughout the Term OUP grants you the non-exclusive and non-transferrable rights to:

2.1.1 Access the ANB through this Web site in order to search the ANB and to view, retrieve, and display portions thereof;

2.1.2 Electronically download and save portions of the ANB; and

2.1.3 Print out single copies of portions of the ANB.

3. LIMITATIONS ON USE

3.1 You may not:

3.1.1 Remove or alter the authors' names or OUP's copyright notices or other means of identification or disclaimers as they appear in the ANB;

3.1.2 Systematically make printed or electronic copies of multiple extracts of the ANB for any purpose; and

3.1.3 Display or distribute any part of the ANB on any electronic network, including, without limitation, the Internet and the World Wide Web.

3.2 You must obtain the written permission of OUP in order to:

3.2.1 Use all or any part of the ANB for any commercial use, meaning any use of the ANB for the purposes of monetary reward (whether by you or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation;

3.2.2 Intentionally distribute the whole or any part of the ANB;

3.2.3 Publish, distribute, or make available works based upon the ANB, or works which combine the ANB with any other material; or

3.2.4 Alter, abridge, adapt, or modify the ANB.

3.3 Nothing in this Agreement shall limit your rights to make fair use of the ANB, as that term is defined under Sections 107 and 108 of the Copyright Revision Act 1976.

3.4 You shall use reasonable efforts to protect the ANB from any use that is not permitted under this Agreement, and shall notify OUP of any such use of which you become aware. In the event of any unauthorized use of the ANB, OUP shall have the right to immediately terminate your access to the ANB. Any failure to fulfill your obligations under this Section shall be considered a material breach of this Agreement.

4. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

4.1 You acknowledge that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to the ANB (collectively the "OUP Intellectual Property"), are the sole and exclusive property of OUP and that this Agreement does not convey to you any right, title, or interest therein except for the right to use the ANB in accordance with the terms and conditions of this Agreement.

4.2 The provisions of this Section 4 shall survive the termination of this Agreement for any reason.

5. DISCLAIMER OF WARRANTIES AND FORCE MAJEURE

5.1 OUP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO ANY ASPECT OF THE ANB OR THE ONLINE AVAILABILITY OF THE ANB. OUP DOES NOT WARRANT THAT THE ANB WILL BE ACCURATE OR COMPLETE, NOR DOES IT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE ANB. YOU EXPRESSLY AGREE THAT YOUR USE OF THE ANB IS AT YOUR SOLE RISK. ACCORDINGLY, OUP WILL NOT IN ANY WAY BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INACCURACIES, ERRORS, OMISSIONS OR DELAYS IN THE ANB, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT, OR CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) RESULTING THEREFROM, REGARDLESS OF CAUSE AND REGARDLESS OF WHETHER OR NOT OUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT OUP IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR USE OF THE ANB DURING THE PRECEDING THREE (3) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE ANB MAY BE BROUGHT BY YOU AGAINST OUP MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED.

5.2 OUP shall not be responsible for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of OUP.

5.3 The signatory of this Agreement represents and warrants to OUP that he has the power and authority to execute this Agreement on behalf of the institution indicated below, which agrees to be bound by all terms contained herein.

6. TERM, TERMINATION

6.1 This Agreement shall commence upon OUP's receipt of the original, signed copy of this Agreement with the required payment, and shall remain in full force and effect for one (1) year. Thereafter, this Agreement may be renewed for successive one (1) year periods, in accordance with this agreement and subject to the payment of all fees required thereby.

6.2 In the event that you commit a material breach of this Agreement OUP may, at its election, terminate this Agreement, and/or exercise all rights and remedies which may be available to it in law or equity.

6.3 OUP may terminate this Agreement and the License granted hereunder at any time. In the event that OUP terminates this Agreement for reasons other than your breach of this Agreement, you will be refunded the pro rata portion of any subscription fees you have paid.

6.4 Upon termination of this Agreement, you agree to continue to adhere to the provisions of this Agreement relating to any OUP Intellectual Property.

7. CHANGES TO AGREEMENT

7.1 OUP may change, add or remove portions of this Agreement, at any time, but if it does so, it will post such changes on this Web site, and make a link to the changed Agreement available through a link from the home page indicating Terms of Use. You should check this link each time you access the Web site. Your continued use of the ANB shall be deemed your consent to such changed terms.

8. LIMITATIONS ON ASSIGNMENT

8.1 This Agreement may not be assigned without the written consent of OUP, and any such purported assignment shall be null and void.

9. APPLICABLE LAW, JURISDICTION AND SEVERABILITY

9.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

9.2. You irrevocably agree that any dispute arising out of or in connection with this Agreement shall be subject to and exclusively within the jurisdiction of the United States District Court for the Southern District of New York or the Supreme Court of the State of New York for New York County.

9.3 If any portion of this Agreement shall be declared invalid or unenforceable by any court of competent jurisdiction, the remaining portion thereof shall nonetheless remain in full force and effect.

10. ENTIRE AGREEMENT, NO ORAL MODIFICATIONS, NO WAIVER

10.1 This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings, and agreements (whether written or oral) relating to the subject matter of this Agreement.

10.2 Either party's waiver, or failure to require performance by the other, of any provision of this Agreement will not affect its full right to require such performance at any subsequent time, or be construed to be a waiver of the provision itself.

11. HEADINGS, SEVERABILITY

11.1 Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.

12. PRIVACY POLICY

12.1 OUP will not share email addresses with anyone outside OUP nor disclose user information to any third party, except as described below. OUP's goal is to protect online customer information in the same manner that we protect our customer information collected through other means. OUP may use the personal data you provide online to send you information about offers that we feel may be of interest to you. OUP requires contractual obligations with third parties with which it exchanges information as necessary to conduct its business which ensure safeguards for the privacy of the information we may use. This is the same standard used for information supplied through other means. Only OUP will send you these direct mailings. In addition, OUP may provide aggregated, anonymous statistical data about use of Oxford Online products to other persons.

ANB Online at the rate of $________ per year.

Total License Fee = $__________