AGREEMENT CONCERNING REPORTING OF PHOTOCOPYING TO CCC
BY COPYING, BUSINESS AND INFORMATION CENTER CLIENTS
THROUGH INFOSAFE SYSTEMS, INC.
This Agreement is made as of December 12, 1996, between Infosafe Systems, Inc.
("IS"), a New York corporation with its principal place of business at 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, and Copyright Clearance Center,
Inc. ("CCC"), a New York not-for-profit corporation with its principal place of
business at 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000. This Agreement
concerns a strategic relationship under which IS will provide equipment to
commercial print and copy locations, business service centers and other
locations providing information/business services, which equipment will allow
customers at these locations to obtain permissions and to pay royalties to
photocopy CCC registered materials and allow IS to aggregate the reporting of
such photocopying and such royalty payments for transmission to and processing
by CCC under its Transactional Reporting Service ("TRS").
1) Term. The term of this Agreement is two years, subject to automatic
renewal for successive two year periods thereafter unless one party
notifies the other in writing of its intention to terminate at least six
months prior to the termination of the original or a renewal term, in
which case the Agreement shall terminate at the end of the original or
such renewal term.
2) Outlets. An "Outlet" is a copying, business or other information center
approved in writing for this program by IS and CCC, which center has
entered into an Outlet Agreement in the form approved by CCC and IS.
3) IS System. IS will provide at its own expense at each Outlet an IS
proprietary Xxxx III unit with related software and firmware (together the
"IS System'), capable of providing the services described herein.
4) The Service. The IS System will provide to requesting customers of an
"Outlet" a "Transactional Reporting Service Statement" ("Statement"), in
substantially the form attached hereto as Exhibit A, containing necessary
information as to transaction and rights costs, material to be copied,
number of copies authorized, name and address of the customer and any
necessary usage or licensing information or license limitations. The
Statement will act as evidence of a valid permission for the client to
photocopy the described material at the Outlet, subject to the limitations
contained in the Statement and payment of the royalty set out in the
Statement to the Outlet on behalf of CCC. A copy of the information
contained in the Statement will be maintained by IS in electronic form for
transmission to CCC. Periodically, as agreed between IS and CCC, IS will
submit the individual transactions in electronic form to CCC.
5) Charges. The price of each transaction set out on the Statement shall be
the allocable base fee per copy and/or the per page fee reflected in the
then current CCC database, plus an administrative charge for the account
of CCC (currently anticipated to be *___* per transaction). Service
charges for the account of IS and any service charge imposed by the Outlet
may also be itemized upon the Statement. The actual cost for copying
charged by the Outlet need not appear on the Statement.
6) Collections and Payments. The Outlet will be responsible for collection of
all charges due CCC and IS and any related sales or similar taxes. IS will
maintain electronic records of each Statement and of CCC and IS charges
and royalties, and will xxxx the Outlet for all such charges due CCC and
IS. IS will collect from each Outlet sums for the account of CCC
(including applicable royalty and CCC administrative fees) and will pay
these sums over to CCC on a periodic basis, together with information
necessary to review and internally audit those charges and report usage
back to the CCC registered rightsholders. Such reporting and payment by IS
to CCC shall be made within 10 business days of collection by IS of a
total amount of $100,000 during any reporting period, provided that in no
event shall the reporting and payment be made later than 20 business days
from the end of the month in which any reported Statement was issued. CCC
will be solely responsible for payment of all collected and remitted
royalty charges and usage information to its registered rightsholders.
7) IS Warranty and Indemnification.
(a) IS represents and warrants that it has any and all necessary rights
to the IS System, that it has the requisite authority to enter into
this Agreement and to confer on CCC all of the rights and privileges
provided for herein without the consent of any other person, company
or agency, and that CCC, the Outlets and customers may use the IS
System without infringing on the rights of anyone else.
(b) IS agrees to defend, and hereby indemnifies and holds harmless CCC,
and any customer of CCC, against any direct or consequential loss,
injury, damages or expenses, including, without limitation,
attorney's fees and disbursements, incurred by any of em arising out
of any claim, suit, action, demand or proceeding in which any party
asserts or alleges that the manufacture, use, sale, or marketing of
the IS System or any component thereof, constitutes an infringement
or misappropriation of that party's industrial or intellectual
property rights.
(c) IS agrees to defend, and hereby indemnifies and holds harmless CCC,
and any customer of CCC, against any direct or consequential loss,
injury, damages or expenses, including, without limitation,
attorney's fees and disbursements,
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incurred by any of them arising out of any claim, suit, action,
demand or proceeding related to t' mishandling of Statements or
royalties by IS.
8) CCC Warranty. Each copyright rightsholder which has granted CCC the right
to grant permission under the Transactional Reporting System (TRS) which
will be used by IS and Outlet to report photocopying to CCC has warranted
that it has the rights necessary to authorize CCC to act on its behalf.
The current policies related to TRS photocopying and reporting through CCC
are set out in Exhibit B.
9) Parties not Joint Venturers. Nothing contained herein shall cause either
party to be a partner, joint venturer or agent of the other or to have any
authority to bind the other with respect to any thing or matter, except as
to those matters specifically authorized by this Agreement and in the
related agreements with Outlets.
10) Assignment. Neither party may sell, transfer, assign or subcontract any
right or obligation set forth in this Agreement, regardless of how
effected, without the prior written consent of the other party.
11) Governing Law. The validity, construction and performance of this
Agreement will be governed by the substantive law of the State of New York
applicable to agreements signed and to be wholly performed within the
State. The failure to act on any breach or default hereunder shall not be
deemed a waiver or approval thereof nor shall the taking of any remedy be
deemed a waiver of any other remedy.
12) Section Headings. The section headings contained in this document are
inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or extent of such section, or in any way
affect this Agreement.
13) Amendments in Writing. No modification or amendment of this Agreement
shall be binding on the parties unless executed in writing on behalf of
each of them by a duly authorized representative.
14) Entire Agreement. The provisions of this Agreement constitute the entire
agreement between the parties and supersede all prior agreements, oral or
written, relating to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective authorized representatives.
COPYRIGHT CLEARANCE CENTER, INC. INFOSAFE SYSTEMS, INC.
By: Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- --------------------------------
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EXHIBIT A
Copyright Clearance Center, Inc.
Transactional Reporting Service Statement
Store #11
New York, NY
Customer: Xxxx X. Public Order# 901873
00 Xxxxx Xx. 00xx Xx; Order Date: Sept. 23, 1996
Xxx Xxxx, XX 00000 Reference: NewsAlert
ISSN Title / Details Year Fee
--------------------------------------------------------------------------------
0-11-10253 Wall Street Journal 1995 40.00
2 Copies of 10 page article
0-00-00000 Business Week 1996 9.00
"Internet Commerce Today"
5 Copies of 2 page article
--------------------------------------------------------------------------------
Rights Sub Total 49.00
CCC Service Charge 6.00
Rights Total $55.00
Copying costs and sales tax are not included.
Please retain this proof of authorization to photocopy.
This authorization to photocopy is limited to personal or internal
use or, unless otherwise indicated in the permissions policy statement printed
in the publication, to the personal or internal use of specific clients.
Permission policy statements may incorporate title-specific conditions
established by the publishers and/or their authors under which photocopying is
authorized. The TRS system of authorizations does not include reproduction for
public distribution (such as advertising or promotion), reproduction of the
entire publication (cover-to-cover) or reproduction for resale to the general
public.
If you have questions regarding this TRS statement, please contact:
Copyright Clearance Center, Inc., 000 Xxxxxxxx Xxxxx, Xxxxxxx, XX, 00000, XXX /
Tel: 000-000-0000 / Fax: 000-000-0000, URL: xxxx://xxx.xxxxxxxxx.xxx/
This TRS reporting location provided by: INFOSAFE SYSTEMS, INC.
EXHIBIT B
Rights to Photocopy: Transactional Reporting Service
================================================================================
Individuals and organizations may reproduce articles* from the publications
included in the TRS by reporting those copies and paying the publishers' fees
through CCC. Authorizations are limited to personal or internal use or, unless
otherwise indicated in the permissions policy statement printed in the
publication, to the personal or internal use of specific clients. Reproduction
by photocopy and microform machine, as well as the facsimile transmission of
copies ("faxing" or "telecopying"), is included in the system of authorizations.
The TRS system of authorizations expressly does not include:
o input of works into computerized databases (or any other
electronic/digital form)
o reproduction for public distribution, such as for advertising or
promotion
o reproduction of an entire publication (cover-to-cover)
o reproduction for resale to the general public
Please obtain authorizations for the above uses directly from CCC or the
publisher.
CCC operates a separate Academic Permissions Service (APS) for collections of
photocopies of copyrighted material for the academic community, often called
"coursepacks." For information on titles and fees for this service, please
contact CCC.
Many publications carry a permissions policy statement. The statement usually
notifies readers that the publication is registered with CCC. These statements
may incorporate title-specific conditions established by publishers, and I their
authors, under which photocopying may be authorized.
Following is a sample statement which illustrates the scope of
authorization for a specific title:
from FORBES, published by Forbes, Inc.
Where necessary, permission is granted by the copyright owner for those
registered with the Copyright Clearance Center (CCC), 000 Xxxxxxxx Xxxxx,
Xxxxxxx, Xxxx. 00000 to photocopy articles owned by Forbes for a net fee
of $1.50 per copy per article. Send payment to the CCC stating the ISSN
(0015- 6914), volume, and first and last page number of each article
copied. Copying for other than personal use or internal reference or of
articles or columns not owned by Forbes without express permission of
Forbes or the copyright owner is expressly prohibited.
The responsibility rests with those making photocopies to determine the scope
and limitations of each permissions policy statement. In those cases where a
publication has no statement, readers can rely on the procedures in this
catalog.
USERS OUTSIDE THE USA
CCC is one of twenty-five national Reproduction Rights Organizations (RROs)
throughout the world. Each RRO provides a variety of photocopy authorization
services. If there is no RRO in the country in which copying is being done, or
if the existing RRO does not provide a service for the type of authorization
required and CCC does, copying from titles in the TRS can be reported to CCC.
* The word "article" refers to any portion of a publication that is being copied
(such as column, page, chapter, or any series of consecutive pages).
Copyright Clearance Center, Inc., 000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
Ph: (000)000-0000 Fax: (000)000-0000
URL: xxxx://xxx.xxxxxxxxx.xxx
E:mail. xxxxxxxx-xxx@xxxxxxxxx.xxx
