Digital Publications Agreement

AMERICAN ASSOCIATION OF STATE HIGHWAY AND TRANSPORTATION OFFICIALS ELECTRONIC PUBLICATION LICENSE AGREEMENT.

IMPORTANT NOTICE:

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LIMITED LICENSE AGREEMENT (“AGREEMENT” OR LICENSE”) BETWEEN THE AMERICAN ASSOCIATION OF STATE HIGHWAY AND TRANSPORTATION OFFICIALS (“AASHTO”), 555 12^th Street NW, Suite 1000, Washington, DC 20004 AND THE LICENSEE DESCRIBED BELOW FOR USE OF ELECTRONIC PUBLICATIONS OWNED BY AASHTO UNDER THE TERMS AND CONDITIONS STATED HEREIN. THIS IS A LICENSE AND NOT AN AGREEEMENT FOR SALE. AASHTO ELECTRONIC PUBLICATIONS ARE PROTECTED UNDER UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES. YOU MAY NOT ACCESS OR USE THE ELECTRONIC PUBLICATIONS OR OTHER COPYRIGHTED MATERIAL FROM THE AASHTO STORE UNLESS YOU AGREE TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE. CLICK THE “I AGREE” BUTTON BELOW TO INDICATE THAT YOU HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY SELECTING AND CLICKING THE “I AGREE” BUTTON, YOU UNDERSTAND AND ACKNOWLEDGE THAT THAT YOU ARE SIGNING THIS AGREEMENT ELECTRONICALLY AND ENTERING INTO A BINDING CONTRACT WITH AASHTO. YOU AGREE THAT YOUR ELECTRONIC SIGNATURE IS THE LEGAL EQUIVALENT OF YOUR MANUAL SIGNATURE ON THIS AGREEMENT. IF YOU DO NOT AGREE, PLEASE CLICK THE “I DECLINE” BUTTON BELOW AND LEAVE THIS SITE.

DEFINITIONS:

“Licensee” means the person, agency, organization or entity entering into this Agreement for use of AASHTO Electronic Publications.

“Publication” means standards, manuals, guides and other works owned by AASHTO.

“Electronic Publication” means the copyrighted material available for license and use from the AASHTO STORE including the contents of the Secure Adobe Portable Document Format (PDF) or HTML websites for the digital publication for which a license fee has been paid.

“Use” or “Using” means to access, view, browse, and search the Electronic Publication.

“Access Credentials” means the unique account name and password provided to Licensee to allow use of the Electronic Publication.

“Authorized User(s)” means Licensee and its authorized employees. For Libraries, “Authorized User(s)” means Licensee’s current employees, faculty, staff and students, as applicable.

License Types shall include the following:

• (a) “Floating License” allows access to the Electronic Publication on any computer workstation.
• (b) “Workstation License” allows access only on the computer workstation where the Electronic Publication was first opened.
• (c) “Network License” allows access Electronic Publications on any computer connected to a single “Gateway” located in Licensee’s offices or facilities. The number of concurrent Authorized Users who can simultaneously access the Electronic Publication may be limited.

Licenses for Non - Downloadable Electronic Publications include the following:

• (a) “Limited Term Subscription” means that access to the Electronic Publication will terminate after a fixed period of time. Limited Term Subscriptions are identified by the word “Subscription” in the item title, preceded by the length of the subscription term.
• (b) “Life of Edition Subscription” means that access to the Electronic Publication will terminate when a new edition of that publication is released.
• (c) “Limited Users” means the number of Authorized Users who can simultaneously access the Electronic Publication.

TERMS

• 1. Grant of License. In consideration of the payment of a license fee by Licensee, AASHTO hereby grants, and the Licensee accepts, a limited, nontransferable, and nonexclusive license to Use and copy the Electronic Publication for Licensee’s internal use only under the terms and conditions described herein. Licensee agrees that it shall not Use or permit any person or entity to Use the Electronic Publication except as authorized hereunder.
• 2. License Options and Fees. Licensee shall complete a Customer Order Form specifying the Electronic Publication(s) and licensing options requested by the Licensee. Licensing options and additional terms and conditions applicable to each Electronic Publication are described in the AASHTO STORE https://store.transportation.org and are incorporated by reference. Licensee shall pay a license fee for each Electronic Publication licensed hereunder based on the applicable fee schedule and licensing options. Once Licensee has accepted the terms of this Agreement and paid the license fee, the license fee shall be non-refundable. AASHTO reserves the right to change or eliminate licensing options at any time at its sole discretion.
• 3. Access Credentials: Upon acceptance of the terms of this Agreement and payment of the applicable license fee, Licensee shall be given Access Credentials consisting of an account name and password. Access Credentials may be shared only with Authorized Users within Licensee’s agency, company, or organization. Access Credentials may not be provided to third parties, including third-party contractors performing services for or operating on behalf of Licensee. Licensee must also download and install an Adobe Acrobat/Reader plug-in to Use certain types of Electronic Publications. Additional information regarding access credentials and the Adobe Acrobat/Reader plug-in are set forth in AASHTO’s Electronic Publications User Guide at https://store.transportation.org/Page/PDFDownloadUserGuide
• 4. Use and Access.
  • (a) Only Authorized Users may Use the Electronic Publication. Licensee shall be responsible for enforcing this restriction on Use and for notifying all Authorized Users of the restriction. Use of the Electronic Publication is limited by the type of license purchased by the Licensee as indicated on the Customer Order Form and any applicable Limited Term or Limited User restrictions.
  • (b) Licensee may download and install a copy of the Electronic Publication on a computer or network owned by Licensee under the terms of the type of license purchased. Subscribers of non-downloadable Electronic Publications may access subscription services under the terms of the type license purchased. Access to downloadable and non-downloadable Electronic Publications is through AASHTO’s Digital Publications Web Site.
• 5. Prohibited Use. This License describes all permitted uses. Any other use is prohibited. Without limiting the general nature of the foregoing, during the term of this Agreement and anytime thereafter, Licensee shall not:
  • (a) distribute or make the Electronic Publication available to any third party without the prior written consent of AASHTO;
  • (b) permit or allow anyone to Use the Electronic Publication or Licensee's Access Credentials, except an Authorized User.
  • (c) adapt, translate or prepare any derivative work of the Electronic Publication in any form or media;
  • (d) except as permitted under the fair use provision of the Copyright Act (17 U.S.C. § 107), incorporate any portion of the contents of the Electronic Publication in any document or material, including but not limited to cutting and pasting of text, figures, and tables, without the prior written consent of AASHTO;
  • (e) allow or permit any person, other than an Authorized User, to install, download, or copy all or any portion of the Electronic Publication, including on any computer or on any storage device(hard disk, CD-ROM, etc.) or system;
  • (f) copy the Electronic Publication except as authorized under paragraph 6 of this Agreement;
  • (g) export the Electronic Publication in a manner contrary to U.S. Export laws or regulations. A list of countries subject to U.S. sanctions may be found at www.treas.gov/ofac. Any action in violation of this paragraph shall be null and void and shall result in automatic termination of this Agreement.
• 6. Copying: Licensee may print copies of the Electronic Publication for its internal use only, subject to the terms of the License. No other copying is permitted. Licensee shall not distribute copies of the Electronic Publication to, nor allow or permit copying of the Electronic Publication by, any person except an Authorized User. Licensee must reproduce and include the copyright notice and other intellectual property notices on any copy permitted by this Agreement.
• 7. Updated or Discontinued Publications. AASHTO reserves the right to update, modify, or discontinue the Electronic Publication without notice to the Licensee. A new license fee will be required for use of updated or new editions of Electronic Publication(s) offered through the AASHTO Store.
• 8. System Requirements: The minimum system requirements for using the Electronic Publication are set forth in the AASHTO Electronic Publications User Guide at https://store.transportation.org/Page/SystemRequirements.
• 9. No Modifications, Reverse Engineering, or Derivative Works. Licensee may not alter, modify, reverse engineer, decompile, or disassemble the Electronic Publication, or the underlying computer program or code, or prepare any derivative works.
• 10. Patent, Copyright, and Trademark. AASHTO owns and retains all rights, title and interest, including patent, copyright, trademark, and all other intellectual property rights, in and to the Electronic Publication and any copies of the Electronic Publication. By accepting this License, Licensee does not become the owner of the Electronic Publication, but only acquires the limited right to Use the Electronic Publication as set forth in this Agreement. All rights not expressly granted under this Agreement are reserved to AASHTO. Use of third-party materials included in the Electronic Publication, if any, may be subject to other terms and conditions typically found in a separate license agreement.
• 11. Protection and Security. If at any time Licensee becomes aware of unauthorized use, copying or distribution of the Electronic Publication or Licensee’s Access Credentials, it shall promptly and affirmatively notify AASHTO of such unauthorized use, copying or distribution providing as much detail as possible, and shall cooperate with AASHTO in any litigation against third parties deemed necessary by AASHTO to protect its proprietary rights. Licensee's compliance with this paragraph shall not be construed in any way as a waiver of AASHTO's rights to recover damages or obtain other relief against Licensee for harm to AASHTO’s proprietary rights or for breach of contractual rights.
• 12. Licensee Responsibilities. Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Electronic Publication under this Agreement, including but not limited to assuring proper machine configuration and implementing sufficient procedures to satisfy Licensee’s obligations for maintaining security of the Electronic Publication.
• 13. DISCLAIMER OF WARRANTIES. THE ELECTRONIC PUBLICATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND COMPLETENESS, AND AASHTO EXPRESSLY DISCLAIMS ALL WARRANTIES. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE ELECTRONIC PUBLICATION. SHOULD THE ELECTRONIC PUBLICATION PROVE DEFECTIVE, LICENSEE'S ENTIRE AND EXCLUSIVE REMEDY SHALL BE GOVERNED BY PARAGRAPH 14 HEREOF. AASHTO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ELECTRONIC PUBLICATION WILL MEET LICENSEE’S REQUIREMENTS OR THAT ACCESS TO THE ELECTRONIC PUBLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE ELECTRONIC PUBLICATION TO ACHIEVE THE LICENSEE’S INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE ELECTRONIC PUBLICATION.
• 14. LIMITATION OF LIABILITY. AASHTO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, PERSONAL INJURY, PROPERTY LOSS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF, RELATING TO, OR BASED ON THE USE OF THE ELECTRONIC PUBLICATION, EVEN IF AASHTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, AASHTO’S ENTIRE LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE ELECTRONIC PUBLICATION THAT IS THE SUBJECT OF THE CLAIM.
• 15. Hold Harmless. Unless otherwise prohibited under applicable law, Licensee shall hold harmless, indemnify, and defend AASHTO, and its officers, directors, employees, members, and contractors from and against any and all claims, losses, liabilities, judgments, interest, and settlements, including reasonable attorneys’ fees and expenses, arising out of, or relating to the use of the Electronic Publication by Licensee.
• 16. Copyright Protection. AASHTO reserves all rights, including copyrights, in and to its standards, manuals, guides and other copyrighted works even if incorporated by reference into governmental laws or regulations. Any attempt to Use, copy or distribute the Electronic Publication in violation of the terms and conditions of this License is prohibited and shall immediately void and terminate Licensee's rights under this License.
• 17. Security Measures: Electronic Publications include security measures to control access. Licensee shall not disable, defeat, or interfere with such security measures.
• 18. Term and Termination. The License is effective until terminated. The License may be terminated as follows:
  • (a) By AASHTO, by discontinuing to offer the Electronic Publication in the licensed format or removing it from the AASHTO Store;
  • (b) Automatically, upon Licensee’s material breach or failure to comply with the terms of this Agreement, or
  • (c) By expiration of a Limited Term License.
• 19. Effect of Termination of License. Upon termination of the License for any reason, access to the Electronic Publication(s) will terminate. If the License terminates for violations under paragraph 18(b), including but not limited to any action that violates, impairs or threatens to impair AASHTO’s intellectual property rights, Licensee shall immediately destroy all copies of the Electronic Publication under its possession or control (hard, digital or in any media), and certify to AASHTO that all such copies have been destroyed.
• 20. Remedies. Licensee agrees that a material breach of this Agreement may cause immediate and irreparable harm to AASHTO, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of this Agreement shall entitle AASHTO to seek preliminary and permanent injunctive relief in addition to such remedies under law as may otherwise be available to AASHTO.
• 21. Contractors. Third party contractors operating on behalf of or providing services for Licensee must obtain separate licenses from AASHTO to Use the Electronic Publications.
• 22. Assignment, Sublicense, Transfer. This Agreement and the rights hereunder may not be sold, rented, leased, assigned, sublicensed, or transferred by Licensee without the prior written approval of AASHTO.
• 23. Survival of Obligations. Any obligations and duties, which by their nature extend beyond the expiration or termination of this Agreement, including paragraphs 9-11, 13-16 and 27 shall survive any expiration or termination of this Agreement. However, this shall not imply or create any continued right to Use the Electronic Publication after termination of this Agreement, except that, should the agreement be terminated under paragraphs 18(a) or (c), Licensee may print and retain one archival copy of the Electronic Publication for Licensee’s own internal use.
• 24. Enforceability. If any provision of this Agreement is determined to be unenforceable or invalid under any applicable statute or rule of law, the remaining provisions of the Agreement shall not be affected and shall remain in full force and effect.
• 25. Waiver. A waiver of any term, provision, or condition of this Agreement shall not be deemed a continuing waiver of any such term, provision, or condition. No waiver shall be valid or binding unless agreed to in writing and signed by authorized representatives of AASHTO and the Licensee.
• 26. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and each of their respective successors and permitted assigns.
• 27. Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, excluding its conflicts of law rules. Licensee expressly agrees that the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the Superior Court or the United States District Court located in the District of Columbia, and Licensee further agrees and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
• 28. Licensee Questions. Licensee should contact AASHTO at 202-624-3652 or store@aashto.org for any questions concerning AASHTO’s Digital Publications Web Site or this Agreement.
• 29. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all proposals, oral or written, and all other communications relating to the subject matter of this Agreement.

CLICK “I AGREE” IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS, CLICK “I DECLINE” AND LEAVE THIS SITE.