This order is subject to the terms
and conditions below (“Terms and Conditions”), a legal document between you and
West Academic (“West”) or between West and the entity you represent. To
complete your order, read the Terms and Conditions. If you agree with the Terms
and Conditions and agree to be bound by them, check the I agree to the Terms & Conditions checkbox and then click the Place Order button. If you do not agree
with the terms of the Terms and Conditions, do nothing your order will not be
processed. By clicking the Place Order button,
you agree to be bound by the Terms and Conditions and represent you have the
authority to contract on behalf of the entity you represent. You and/or the
entity you represent may also be referred to herein as “Customer” or
“Subscriber” or “User.”
U.S. Orders
-
Orders
Shipped or Fulfilled within theU.S
-
Subscription
for Print/ElectronicBooks
-GeneralProvisions
-Returns
-
License Terms
for West StudyAids
-
License Terms
for West Online books, Videos andQuizzes
International
Orders
-
International
Terms andConditions
-Returns
U.S.
Orders
Terms and Conditions
ORDERS
SHIPPED OR FULFILLED WITHIN THE US
No subscription will be entered
for orders of individual volumes of West Academic print products.
If a Customer
ordered a subscription to a print product or service to be shipped within the
United States, you agree that a subscription will be entered at
then-current prices until further notice by either party as applicable.
SUBSCRIPTION FOR PRINT/ELECTRONIC BOOKS
·Print Products: Pocket parts, pamphlets, replacement or
ancillary volumes; loose-leaf pages and other related supplementalmaterial;
·
Online Books: replacements or new editions available in
a read-only format for noncommercial use;
·
Study Aid Subscription (“Study Aids”): Internet-based online
academic materials posting and content repository
service
·Related onlineproducts.
GENERAL PROVISIONS
Charges billed by
West Academic are due within 30 days of date of invoice. Orders are subject to
approval by West Academic in St. Paul, MN and will be governed by Minnesota
law. Applicable sales, use, personal property, value added tax (VAT) or the
equivalent; ad valorem taxes and the like are your responsibility.
Transportation and handling will also be added for print products. Interest may
be charged on overdue charges and may be adjusted to the then-current highest
rate allowable on Minnesota contracts. All collection fees including, but not
limited to attorney fees, are payable by you.
Initial Charges
for West Academic print products, Online Books, eBooks or other electronic
products ordered by Customer will be billed to Customer’s credit card.
Customer’s access
to West Academic Study Aids (“Study Aids”) is based upon the term
(“initial term”) elected by the Customer in the Study Aids Agreement. Payment for the
initial term of the Study Aids
Agreement will be
due in advance and charged to the Customer’s credit card. At the end of the
initial term, the Customer may elect to renew on a month-to-month term
(“renewal”). Renewal fees will be charged to Customer’s credit card each month
in advance.
Resale/Redistribution Restrictions
Promotions
offered through the West Academic store at store.westacademic.comare
available only to those Customers who are purchasing for their own personal or
company use and not for any sort of resale or redistribution. If you are an
authorized reseller or bookstore, please contact your account manager.
West Academic Online Book Return Policy
Books, e-Book and
other electronic material may be returned within seven (7) days of purchase.
Please call Customer Service at 877-888-1330 within seven (7) days of purchase
to discontinue access to the online book, eBook or other electronic materials.
We will provide an exchange or full refund.
West Academic Print Book Return Policy
Product Return Policy--Our
Money--Back Guarantee
If you are not
completely satisfied with any print product you purchased or licensed from West
Academic, simply return it within 45 days of the original invoice date for a
full credit or refund in accordance with West Academic’s then-current returns
policy.
·All expenses associated with returns are the
responsibility of thecustomer.
·Customers forfeit any applicable discounts when
returning items that were part of a promotionalsale
·To ensure accurate processing, always enclose a
copy of the original delivery or billing document and brief explanation of the
reason for thereturn.
New books must be
in the same condition as purchased, no marking, highlighting stickers or
stamps; if the item was shrink-wrapped, the item must be returned with the
shrink-wrap attached.
Please send your returns, along
with your invoice, to the following address:
West Academic Distribution
Center
10650 Toebben Drive
Independence, KY 41051
LICENSE TERMS FOR WEST ACADEMIC STUDY AIDS
SUBSCRIPTION
1.Study AidsLicense
1.1Grant. West Academic grants User a
non-exclusive, non-transferable, limited license to access Study Aids, which
consists of various West Academic-owned and third party academic and secondary
materials, including various study aids that may change from time to time.
Access to certain materials may be restricted by West Academic. The license
includes the right to quote and excerpt from such Study Aids (appropriately
cited and credited) by limited electronic cutting and pasting in work product
created by User in the regular course of his or her research and work. User may
also create printouts of insubstantial portions of Study Aids for personaluse.
1.2Limitations on Use. User may not copy,
download, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate,
broadcast, circulate, sell or otherwise use the Study Aids, or any portion of
the Study Aids, in any form or by any means, except (i) as expressly permitted
bythis
Agreement, (ii) with West Academic’s prior written permission or (iii) if
not expressly prohibited by this Agreement, as allowed under the fair use
provision of the Copyright Act (17 U.S.C.A. § 107). Study Aids cannot be stored
or used in an archival database or other searchable database except as
expressly
permitted by this
Agreement or as quoted in User’s work product. Except as expressly permitted
herein, User shall not sell, license or distribute Study Aids (including
printouts and downloaded materials) to third parties or use Study Aids as a
component of or as a basis for any material offered for sale, license ordistribution.
1.3Rights to Use.
User may license such
Study Aids and obtain access online via
store.westacademic.com.
Offline access is
available via the West Academic Library app, provided via the Apple App Store
or Google
Play.
1.4Rights in Study Aids.
Except for the
license granted in this Agreement, all rights, title and interest in Study
Aids, in all languages, formats and media throughout the world, including all
copyright and trademarks, are and will continue to be the exclusive property of
West Academic and other contributors (“Contributors”).
1.5Responsibility for Certain Matters. User
is solely responsible for maintaining security of West Academic or other
relevant passwords. User is also responsible for all access to and use of Study
Aids by means of User’s account (“Account”), whether or not User has knowledge
of such access and use.West Academic reserves
the right to restrict access to certain Study Aids and to cancel any Account,
eProduct code and/or Study Aids access.
2.
Reservation
of Rights.
West Academic reserves the right to modify the terms and
conditions of this Agreement, specifically including, but not limited to, the
right to impose usage limitations on Study Aids access and/or printing, cutting
and/orpasting.
3.
Usage
Restrictions.
User shall not use any Study Aids in a manner contrary to or
in violation of any applicable federal, state, or local law, rule or
regulation. User acknowledges that access to certain Study Aids is subject to
Contributor restrictions. User agrees not to access such Contributor Study Aids
for any purpose or in any way that is contrary to such Contributor
restrictions. West Academic retains the right to temporarily or permanently
block access to certain Study Aids if West Academic, in its sole discretion,
believes that the Study Aids may be used for an improper purpose or otherwise
in violation of this Agreement, or where a Contributor requires West Academic
to block such access. By accessing Study Aids, User acknowledges that from time
to time, West and its Contributors and/or various government entities may
inquire as to User's compliance with applicable laws or this Agreement. User
agrees to cooperate with any inquiry. User shall report to West any misuse,
abuse, or compromise of Study Aids of which User becomes
aware.
4.Charges. Charges
for User’s access to Study Aids are based upon the term elected by the User (“Minimum
Term” or “Renewal Term”). West Academic Study Aids charges for the entire Minimum Term or
Renewal Term elected by User will be charged to User’s credit card in advance.
A month to month agreement can be canceled at any time; however, it will
automatically renew in 30 day increments and bill the credit card on file each
month, until the User terminates the Study Aids. Notwithstanding the foregoing, at the
end of the initial term, the Customer may elect to renew on a month-to-month
term. Renewal fees will be charged to Customer’s credit card each month inadvance.
5. DISCLAIMER AND LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, STUDY AIDS IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. USER BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF STUDY AIDS. USER ACKNOWLEDGES THAT ACCESS TO THE INTERNET IS NECESSARY FOR USE OF STUDY AIDS AND HAS RESPONSIBILITY FOR OBTAINING SUCH ACCESS. ACCESS TO STUDY AIDS MAY VARY WITH VARIOUS MANUFACTURERS' EQUIPMENT WITH WHICH IT IS ACCESSED. CERTAIN SOFTWARE USED BY USER MAY NOT BE CAPABLE OF SUPPORTING STUDY AIDS. WEST ACADEMIC DOES NOT WARRANT THE LEVEL OF PERFORMANCE OF STUDY AIDS OR THAT THE FUNCTIONS CONTAINED THEREIN WILL MEET USER'S REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. WEST ACADEMIC MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, ADEQUACY, OR CURRENCY OF THE STUDY AIDS, SERVICES, SOFTWARE,
TEXT, GRAPHICS, OR LINKS. USER ACKNOWLEDGES THAT PROVISION OF STUDY AIDS ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA. USER ACKNOWLEDGES AND AGREES THAT USE OF INFORMATION FROM STUDY AIDS, AND/OR USE OF LINKS FROM THIS WEBSITE IS AT USER'S OWN RISK. WEST ACADEMIC DOES NOT CONTROL THE AVAILABILITY AND CONTENT OF OUTSIDE SERVICES AND RESOURCES AND ANY CONCERNS REGARDING ANY SUCH SERVICE OR RESOURCE, OR ANY LINK THERETO, SHOULD BE DIRECTED TO THE PARTICULAR SERVICE OR RESOURCE. USER ACKNOWLEDGES THAT ANY RELIANCE ON STUDY AIDS WILL BE AT USER'S OWN RISK. WEST DOES NOT WARRANT THAT USER'S ACCOUNT INFORMATION WILL REMAIN SEGREGATED FROM OTHER ACCOUNT INFORMATION WITHIN WEST ACADEMIC'S INTERNAL SYSTEMS. WEST ACADEMIC RESERVES THE RIGHT TO EXPEL USERS AND PREVENT THEIR FURTHER ACCESS TO STUDY AIDS FOR VIOLATING THE TERMS AND CONDITIONS OF THIS AGREEMENT. WEST ACADEMIC MAY TAKE ANY ACTION WITH RESPECT TO USER SUBMITTED INFORMATION THAT IT DEEMS NECESSARY OR APPROPRIATE IN ITS SOLE DISCRETION IF IT BELIEVES SUCH INFORMATION MAY CREATE LIABILITY FOR WEST ACADEMIC AND/OR ITS AFFILIATES, OR MAY CAUSE WEST ACADEMIC TO LOSE (IN WHOLE OR IN PART) THE SERVICES OF ITS INTERNET SERVICE PROVIDER(S) OR OTHER SUPPLIERS. USER IS PERMITTED TO ACCESS, SEARCH, DISPLAY, VIEW, REPRODUCE MATERIALS FOR USE AS CONTEMPLATED BY THIS AGREEMENT. THE INFORMATION CONTAINED AT THIS WEBSITE HAS BEEN PREPARED BY WEST ACADEMIC AS A SERVICE TO USERS AND IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE. STUDY AIDS MAY BE PROVIDED BY THIRD PARTIES. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING INFORMATION PROVIDERS OR OTHERS, ARE THOSE OF THE RESPECTIVE AUTHOR(S) OR DISTRIBUTOR(S) AND DO NOT NECESSARILY STATE OR REFLECT THOSE OF WEST ACADEMIC. IN NO EVENT WILL WEST ACADEMIC AND/OR ITS AFFILIATES BE RESPONSIBLE FOR INADVERTENT CONTACT OF USER BY WEST ACADEMIC'S AND/OR ITS AFFILIATES' EMPLOYEES, REPRESENTATIVES OR AGENTS. IN NO EVENT WILL WEST ACADEMIC, AND/OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNATIVE, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF STUDY AIDS, EVEN IF WEST ACADEMIC, AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.
Information
for California Users Only.
Under California Civil Code Section 1789.3, West
Academic is required to provide the following information: (a) The provider of
Study Aids is West Academic, 444 Cedar St., Suite 700, St. Paul, MN 55101,
telephone 877-888-1330; and, (b) The Consumer Affairs Center of the California
Department of Consumer Affairs may be reached at 400 R. Street, Sacramento, CA
95814, telephone 1-916-445-1254.
7.
Modifications.
West Academic may, at any time without notice, amend this Agreement and
modify, enhance or delete Study Aids. User will be notified of the amended or
new terms of this Agreement, and such new terms will be posted online and
effective immediately upon posting. User is responsible for regularly reviewing
this Agreement. BY USING STUDY AIDS AFTER ANY AMENDMENT BY WEST ACADEMIC, USER
AGREES TO BE BOUND BY THE AGREEMENT AS AMENDED. Continued useof Study Aids after
any such changes also constitutes User's consent to such changes. Furthermore,
West Academic may periodically, at its option and/or upon Contributor request,
remove Study Aids. West Academic will use commercially reasonable efforts to
provide Users with online notification of such removal.
8.
No
Assignment.
User may not assign, sublicense or otherwise transfer this
Agreement or any part of it including access to User’s Account) to a third
party without West Academic's prior written consent. User is responsible for
all access to and use of Study Aids by means of User's name and password or
Account, even if User did not know of or authorize such access anduse.
9.
Term and
Termination.
This Agreement will be effective upon User's first access to
Study Aids. Access to Users will terminate upon conclusion of the Minimum Term
(excluding month to month subscriptions) elected by User when placing its Study
Aids order throughstore.westacademic.com
upon access to Study Aids. At the conclusion of the Minimum Term, User's access
to and use of Study Aids, including User highlighting, annotations and the
like, will terminate. User may, at its option, renew his/her access to Study
Aids by ordering online throughstore.westacademic.com. Month to month
subscriptions will automatically renew for 30-day periods and be billed in
advance to User’s credit card for current month usage. Notwithstanding the
foregoing, User may terminate their month tomonth Agreement at any
time after completion of User’s minimum term by contacting West Academic
Customer Service at (877) 888-1330 x4 or e-mail at support@westacademic.comand
ceasing all use of the Study Aids and the Account. West Academic reserves the
right to terminate this Agreement at any time and can revoke User's name and
password or cancel the Account.
10.
Force
Majeure.
West Academic’s performance under this Agreement is subject to
interruption and delay due to causes beyond its reasonable control, such as
acts of God, acts of any government, war or other hostility, civil disorder,
the elements, fire explosion, power failure, equipment failure industrial or
labor dispute, inability to obtain necessary supplies and thelike.
11.Notices. Except
as otherwise provided in this Agreement, all notices must be given in writing
to West Academic at 444 Cedar St., Suite 700, St. Paul, Minnesota 55101,
Attention: Customer Service and to User at the address on the OrderForm.
12.
General
Provisions.
This Agreement will be governed by and construed under the law
of the state of Minnesota, U.S.A., without regard to conflicts of law
provisions. If any provision(s) of this Agreement is determined by a court to
be void, invalid, unenforceable or illegal, the enforceability of the other
provisions of the Agreement will not be affected. Failure to enforce any
provision of this Agreement will not waive a party's right to enforce such
provision. The headings and captions contained in this Agreement are inserted
for convenience only and do not constitute a parthereof.
13.
Ideas and
Concepts
. Any and all Feedback that User provides to West Academic shall
become the exclusive property of West Academic without any payment, accounting,
remuneration, or attribution to User. “Feedback” means information provided, in
any manner, by or on behalf of User regarding Study Aids or the like, or their
enhancement, customization, configuration, installation, or implementation,
including but not limited to ideas, concepts, suggestions, materials,
functions, methods, processes, and rules.
LICENSE TERMS (END USER LICENSE AGREEMENT) FOR
WEST ACADEMIC CASEBOOKPLUS AND OTHER DIGITAL CONTENT
SCOPE
OF LICENSE
Licensed Content. Subject to User's
compliance with the terms and conditions of this Agreement, West Academic
hereby grants User, a nontransferable, non-exclusive, limited right to access
and view the digital content delivered via West Academic CasebookPlus or other
Online Portal. This content is not limited to the foregoing, but may include
Online Books, e-Books, Study Aids, Videos, Outlines, Audio Files, Quizzes and
other Digital Content ("Licensed Content”) for noncommercial, internal,
personal use only. User may also (a) search and/or highlight Licensed Content
in electronic format; and/or (b) take notes online and print such personal
notes. User shall not: (i) copy, beam, download, upload, scrape, store,
publish, transmit, retransmit, transfer, distribute, disseminate, broadcast,
circulate, sell, resell or otherwise use the Licensed Content or any portion of
the Licensed Content in any form or by any means, except as expressly permitted
by this Agreement; (ii) remove, obscure or alter any notice of West Academic's
intellectual property rights present on or in the Licensed Content, including,
but not limited to, copyright, trademark and/or patent notices; or (iii)
disassemble, decompile, translate, reverse engineer or otherwise reduce the
Licensed Content.
CASEBOOK PLUS ASSESSMENT TOOLS
The CasebookPlus
Service (“Service”) includes assessment functionality and is available for
student self- assessment with certain designated casebooks. In certain limited
situations, your professor may choose to view the results of your quizzes to
assess your progress. The Professor will need to provide you with an additional
code that allows them access to quiz results on either a class or individual
basis (“Shared Content”). Under this Agreement you grant your Professor or West
Academic, the non-exclusive, world- wide, right to use, access, view, store,
display and reproduce your Shared Content as part of such user’s use of the
Service. Such uses of the Service are limited to pedagogical or business
purposes only.
The code(s) you
may be assigned as part of the assessment program are for your use only. It is
understood that West Academic is in no way responsible or liable for any grade
or assessment that you may receive through or otherwise related to this
Service.
PROPRIETARY RIGHTS
User acknowledges
that West Academic owns all right, title and interest, including, but not
limited to all worldwide copyrights, patents, trade secrets, trademarks and
confidential and proprietary rights therein, in and to the Licensed Content and
the associated software ("Software") and that User shall not take any
action inconsistent with such ownership. The Licensed Content and Software is
protected by U.S., Canadian and other applicable copyright laws and by
international treaties, including the Berne Convention and the Universal
Copyright Convention. Nothing contained in this Agreement shall be construed as
granting User any ownership rights in or to the Licensed Content or Software.
PROTECTION AND SECURITY
User shall use
its best efforts and take all reasonable steps to safeguard the Licensed
Content and the Software to ensure that no unauthorized reproduction,
publication, disclosure, modification or distribution of the Licensed Content
and/or the Software, in whole or in part, is made. To the extent that User becomes
aware of any such unauthorized use of the Licensed Content and/or the Software,
User shall immediately notify West Academic.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES EXCEPT AS SPECIFICALLY PROVIDED HEREIN, ANY SERVICE, PRODUCT, OR FEATURE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACCESS TO SERVICE MAY VARY WITH VARIOUS MANUFACTURERS' EQUIPMENT WITH WHICH IT IS ACCESSED. CERTAIN SOFTWARE USED BY USER MAY NOT BE CAPABLE OF SUPPORTING THIS SERVICE AND ONLINE BOOK, E-BOOK, VIDEO, AUDIO, QUIZZES OR OTHER DIGITAL FEATURES. WEST ACADEMIC DOES NOT WARRANT THE LEVEL OF PERFORMANCE OF THIS SERVICE OR THAT THE FUNCTIONS CONTAINED THEREIN WILL MEET USER'S REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. WEST ACADEMIC MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, ADEQUACY, OR CURRENCY OF THE ONLINE BOOKS, E-BOOKS, VIDEOS, AUDIO, QUIZZES, OR OTHER DIGITAL SERVICES, SOFTWARE, TEXT, GRAPHICS, OR LINKS. USER ACKNOWLEDGES AND AGREES THAT USE OF INFORMATION FROM THIS SERVICE, AND/OR USE OF LINKS FROM THIS WEBSITE IS AT USER'S OWN RISK. USER ACKNOWLEDGES THAT ANY RELIANCE ON THIS SERVICE WILL BE AT USER'S OWN RISK. WEST ACADEMIC RESERVES THE RIGHT TO EXPEL USERS AND PREVENT THEIR FURTHER ACCESS TO ONLINE BOOKS, EBOOKS, VIDEOS, AUDIO, QUIZZES AND OTHER DIGITAL CONTENT FOR VIOLATING THE TERMS AND CONDITIONS OF THIS AGREEMENT. USER IS PERMITTED TO ACCESS, SEARCH, DISPLAY, VIEW, REPRODUCE MATERIALS FOR USE AS CONTEMPLATED BY THIS AGREEMENT. THE INFORMATION CONTAINED AT THIS WEBSITE HAS BEEN PREPARED BY WEST ACADEMIC AS A SERVICE TO USERS AND IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS OR OTHER INFORMATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES, INCLUDING INFORMATION PROVIDERS OR OTHERS, ARE THOSE OF THE RESPECTIVE AUTHOR(S) OR DISTRIBUTOR(S) AND DO NOT
NECESSARILY STATE OR REFLECT THOSE OF WEST ACADEMIC. IN NO EVENT WILL WEST ACADEMIC, AND/OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNATIVE, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF ONLINE BOOKS, EBOOKS, VIDEOS, AUDIO, QUIZZES, AND OTHER DIGITAL CONTENT EVEN IF WEST ACADEMIC, AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER'S EXCLUSIVE REMEDY AND WEST ACADEMIC'S, ITS AFFILIATES AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THIS SERVICE, PRODUCTS, AND FEATURES, WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF ACTUAL CHARGES PAID BY USER RELATIVE TO THE SERVICE, PRODUCT OR FEATURE, AS APPLICABLE, WHICH IS THE BASIS OF THE CLAIM(S) DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
INFORMATION FOR CALIFORNIA USERS ONLY
Under California
Civil Code Section 1789.3, West Academic is required to provide the following
information: (a) The provider of Study Aids is West Academic, 444 Cedar St.,
Suite 700, St. Paul, MN 55101 telephone 877-888-1330; and, (b) The Consumer
Affairs Center of the California Department of Consumer Affairs may be reached
at 400 R. Street, Sacramento, CA 95814, telephone 1-916-445-1254.
RESPONSIBILITY FOR CERTAIN MATTERS
User will be
responsible for all access to and use of Licensed or other Digital Content by
means of the relevant license code(s) ("License Code(s)") issued to
User by West Academic, whether or not User has knowledge of such access and
use. West Academic reserves the right to restrict access to certain Online
Books, e-books, Videos, Audios, Quizzes or other Digital Content and/or to
issue a new Password to User from time to time and to cancel any prior License
Code(s) and/or Online Books, e-Books Videos, Audio, Quizzes or other Digital
Content access.
MODIFICATIONS
West Academic
may, at any time without notice, amend this Agreement and modify, enhance or
delete Online Books, e-books, Videos, Audio, Quizzes, or other Digital Content
. User will be notified of the amended or new terms of this Agreement and such
new terms will be made available online and will be effective immediately upon
West Academic's posting. User is responsible for regularly reviewing this
Agreement. BY USING LICENSED OR OTHER DIGITAL CONTENT AFTER ANY AMENDMENT BY
WEST ACADEMIC, USER AGREES TO BE BOUND BY THE AGREEMENT AS AMENDED.
Furthermore, West Academic may
periodically, at its option and/or upon contributor request, remove Online
Books, e- books, Videos, Audios, Quizzes or other Digital Content. West
Academic will use commercially reasonable efforts to provide Users with online
notification of such removal.
NO ASSIGNMENT
User may not
assign, sublicense or otherwise transfer this Agreement or any part of it
(including User's License Code(s)) to a third party without West Academic's
prior written consent.
TERM AND TERMINATION
This Agreement
will be effective upon User's first access to Licensed or other Digital Content
by means of the applicable License Code. License Code(s) issued to User for its
Online Books, Videos, Audios, Quizzes, or other Digital Content access will terminate
12 calendar months following such initial access ("Minimum Term").
Upon conclusion of the Minimum Term, User's access to and use of Online Books,
Videos, Audio, Quizzes, or other Digital Content including User highlighting,
notes and the like, will terminate. User may, at its option, renew his/her
access to Online Books, Videos, Audios, Quizzes, or other Digital Content by
ordering applicable renewal license code(s) online through store.westacademic.com.
In the alternative, West Academic may notify User about additional renewal
options prior to the end of User's Minimum Term. Notwithstanding the foregoing,
User may
terminate this
Agreement after completion of the User’s minimum term by giving West Academic
notice by United States mail to West Academic Programs, 444 Cedar St., Suite
700, St. Paul, MN 55101 and ceasing all use of Online Books, Videos, and/or
Quizzes and the License Code(s). West Academic reserves the right to terminate
this Agreement at any time and can revoke User’s e-Product codes or cancel the
Account.
NOTICES
Except as otherwise provided in this Agreement, all notices must be given
in writing to West Academic at 444 Cedar St., Suite 700, St. Paul, Minnesota
55101, Attention: Customer Service and to User at the address on the Order
Form.
FORCE MAJEURE
West Academic’s
performance under this Agreement is subject to interruption and delay due to
causes beyond its reasonable control, such as acts of God, acts of any
government, war or other hostility, civil disorder, the elements, fire
explosion, power failure, equipment failure industrial or labor dispute,
inability to obtain necessary supplies and the like.
IDEAS AND CONCEPTS
Any and all
Feedback that User provides to West Academic shall become the exclusive
property of West Academic without any payment, accounting, remuneration, or
attribution to User. “Feedback” means information provided, in any manner, by
or on behalf of User regarding Study Aids or the like, or their enhancement,
customization, configuration, installation, or implementation, including but
not limited to ideas, concepts, suggestions, materials, functions, methods,
processes, and rules.
International Orders
Terms and Conditions
This document
contains the terms and conditions that apply to Customer's purchases of
Products from West Academic. Acceptance of Customer's order is based on these
terms and conditions of sale applying. By accepting delivery of products from
West Academic, Customer agrees to be bound and to accept these terms and
conditions. These terms and conditions shall apply unless Customer and West
Academic have signed a separate purchase agreement with different terms and
conditions which expressly control.
1.Definitions
In these Conditions:
“Carrier” means the agent or agents of
the Company or the Customer who from time to time handles the carriage of
Goods;
“Commercial Invoice” means document
issued by the Company to the Customer which accompanies shipment of the Goods;
“Company” means West Academic;
“Conditions”
means these terms and conditions of sale;
“Contract” means any contract between
the Company and the Customer for the supply of Goods resulting from a Customer
order and accepted by the Seller in accordance with these Conditions;
“Customer” means a person contracting
with the Company for the supply of Goods by the Company as agent for a
Publisher under a contract for the purchase of Goods;
“Delivery” means when the Goods are
delivered to the applicable Carrier for shipment of the Goods to the Customer;
“Goods” means books, study aids,
electronic products, and any and all other items which the Publisher offers for
sale;
“Pro Forma Invoice” means the document
from the Company offering to sell to the Customer Goods under specified terms
of sale;
“Purchase Order” means the document the
Company receives from Customer agreeing to the terms of sale specified by
Company in the Pro Forma Invoice; and
“Trade Customer” means a Customer that is either a retailer or
wholesaler of any category of Goods.
2.
Application
of these
Conditions
2.1.Subject
to any variation under Condition 2.2, every Contract shall be subject to these
Conditionsto the exclusion of all
other terms and conditions (including all other conditions which the Customer
purports to apply under any purchase order, confirmation, specification or
otherdocument).
2.2.No
variation to these Conditions shall have effect unless expressly agreed in
writing by an authorized representative of theCompany.
2.3.
The
Company’s employees and agents are not authorized to make any representations
concerning the Goods or their characteristics
prior to the conclusion of the Contract in accordance with Condition 2.4.
The
Customer acknowledges that it has not relied on any statements, promises or
representations which are not set out in the
Contract.
2.4.All
statements and terms concerning Goods, including prices, quoted or listed by or
on behalf of the Company, and published price lists, catalogues and pamphlets
constitute invitations to treat, and shall not be construed as offers under any
circumstances. Any order for Goods
received by the Company from the Customer shall be deemed to be an offer by the
Customer to purchase Goods subject to these Conditions. No such order shall be deemed accepted by the
Company until the earlier of shipment of the Goods in accordance with these
Conditions and dispatch by the Company of awritten acknowledgement of the order (in each case, the “Company
Acknowledgement”).
2.5.Any
quotation is given by the Company on the basis that no Contract will come into
existenceuntil the Company issues
a Pro Forma Invoice setting out the terms of sale and the Customer accepts such
terms by transmitting a Purchase Order toCompany.
3.Cancellations
Cancellations
shall be expressed in writing to the Company seven (7) days prior to delivery
of the Goods in accordance with Condition 7. No cancellation will be effective
unless and until acknowledged by the Company in writing.
4.
Publication
Dates, Copyright and
Returns
4.1.Goods
must not be sold to the general public before the publication date, if any,
indicated by the Publisher. Goods may be subject to copyright protection as
statedthereon.
4.2.Subject
to Condition 9.3, Goods may only be returned to the Company in accordance with
the Company’s returns policy (the “Policy”). Any returns made in accordance
with the Policy will only be credited to the Customer’s account if they are in
perfect condition. Returns made other thanin accordance with
the Policy will not be credited to the Customer’s account and, at the
discretion of the Company or a Publisher, may be sent back to the Customer or
destroyed, in each case, at the Customer’s expense.
4.3
West Academic Online Books, eBook and other
Electronic Materials Returns Policy
. Online Books, e-Book and other
electronic material may be returned within seven (7) days of purchase. Please
call Customer Service at 877-888-1330 within seven (7) days of purchase to
discontinue access to the online book, eBook or other electronic materials. We
will provide an exchange or full
refund.
4.4West Academic Print Book Return Policy.
If
you are not completely satisfied with any print product you purchase or license
from West Academic, simply return it within 45 days of the original invoice for
a full credit or
refund.
·All expenses associated with returns are the
responsibility of thecustomer
·Customers forfeit any applicable discounts when
returning items that were part of a promotionalsale
·To ensure accurate processing, always enclose a
copy of the original delivery or billing document and a brief explanation of
the reason for thereturn.
·New books must be in the same condition as
purchased –no marking, highlighting, stickers, or stamps; if the item was
shipped shrink-wrapped, the item must be returned with the shrink-wrap
attached
All returns should be sent to:
West Academic Distribution Center
10650
Toebben Drive
Independence,
KY 41051
*Failure
to follow the West Academic return policy could lead to restricted returns or
no return privileges. This policy is subject to change without notification.
4.5
West Academic International
Resale/Bookstore Returns Policy.
It is the policy of West Academic to allow
full return privileges to Reseller/Bookstores for publications under the
followingguidelines:
Documentation Required for a Return
Returns require
prior return authorization through the West Academic Customer Center. A copy of
the Return Authorization should be included with returned shipments to ensure
proper processing and credit to customer accounts. If prior return
authorization is not obtained, returns may be delayed or disallowed.
Carton Instructions for Returns
When returning
publications to West Academic, please indicate which carton contains the
packing list information. All returns should be sent to:
West Academic Distribution Center
10650 Toebben Drive
Independence, KY 41051
West Academic Publishing Titles: American
Casebook Series, Statutes, Interactive Casebook Series, Experiencing Series,
Learning Series, Hornbook and Concise Hornbook Series, Nutshell Series, Acing
Series, Black Letter Series, Exam Pro Series, Global Issues, High Court Case
Summaries, Sum & Substance Quick Review and
Audio Series, Bridge to Practice, Developing Professional Skills, Flow Charts,
Logic Maps, Short and Happy Series, Student Guides, Mapping
Foundation Press Titles: University
Casebook Series, Statutes, Interactive Casebook Series, Concepts & Insights
Series, Law Stories Series, Turning Point Series, University Textbook Series
Gilbert Titles: Gilbert Law
Dictionaries, Gilbert Law Summaries, Legalines Briefs, Law School Legends Audio
Series, Employment Guides, Career Guides
Current editions of casebooks and texts may be returned within 90 Days of
purchase
5.Prices
5.1.Unless
otherwise agreed by the Company in writing, the price of the Goods shall be the
price set out in any valid quotation, or where no price has been quoted or a
quoted price is no longer valid, the price set out in the Company’s price list
published on the date of the Company Acknowledgement. The Customer acknowledges
that the Company may change the price of the Goods, with or without noticeto theCustomer.
5.2.
Invoiced
prices for Trade Customers outside the United States will be exclusive of
delivery charges, and such Customers will be responsible for such charges,
unless otherwise agreed by the Company in writing prior to delivery. All
invoiced prices are exclusive of VAT or any other sales tax, for which (if
applicable) the Customer shall be additionally
liable.
5.3.Any
special request by the Customer for Goods to be delivered by any means other
than the Company’s usual arrangements shall be subject to an additional charge
to cover any extra charges that may apply. The Company reserves the right to
levy order surcharges or reduce discount entitlements which are below the
Company’s minimum quantity and/or value in force at the time the Company
receives theorder.
6.Payment
6.1.A
Commercial Invoice will be issued to the Customer on shipment of the Goods.
Payment is due to the Company on or before the last working day of the month
following the month in which the invoiceis dated, unless
otherwise agreed by the Company in writing. Acceptable forms of payment include
check, money order, wire transfer, SWIFT Transfer, VISA, MasterCard, or
American Express, all in United States currency only (USD). The Company
reserves the right not to deliver Goods unless the Company has received in full
(in cash or cleared funds) all sums which are due to the Company from the
Customer on any account.
6.2.The
Company reserves the right to charge interest on a daily basis from the date
payment is due until the date payment is received. The basis of the interest
will be two (2) basis points above the published Base Rate of HSBC Bank PLC for
the period of any default. The Company reserves the right to recover from the
Customer any collection or legal costs incurred in connection with the overdue
amount.
7.Delivery
7.1.
Any
delivery dates are given as estimates only and in no circumstances shall the
Company be
liable for late delivery
beyond such dates. Neither the Company nor the Carrier is obliged to provide
loading or unloading facilities on
delivery.
7.2.Subject
to Conditions 6.1 and 7.4, unless otherwise agreed in writing by the Company,
theCompany shall procure that the
Goods are delivered using a Carrier to the delivery address shown on the
Company’s invoice and, if none is shown, to the person to whom the invoice is
addressedor dispatched.
Unless otherwise agreed by the Company in writing, the Carrier shall be
nominated by the Company.
7.3.AnydatesspecifiedfordeliveryoftheGoodsareintendedtobeestimatesonlyandtimeof
delivery shall not be of the essence.
Subject to Condition 10.3, the Company shall not be liable for any direct,
indirect or consequential losses (all three of which terms include, without
limitation, pure economic loss, loss of profits, loss of business, depletion of
goodwill and similar loss), costs, damages or expenses caused directly or
indirectly by any delay in the delivery of the Goods (even if caused by the
Company’s own
negligence).
7.4.Risk
of the Goods shall pass to the Customer upon delivery of the Goods to the
Customer, which shall take place when the Goods are delivered to the applicable
Carrier for shipment of the Goods. If for any reason the Customer will not
accept delivery of any of the Goods, or the Company is unable to deliver the
Goods on time because the Customer has not provided appropriate instructions,
documents or authorizations, risk in the Goods will pass to the Customer
(including for loss or damage causedby the Company’s
negligence) from the moment of attempted delivery, the Goods will be deemed to
have been delivered, the Company may store the Goods until actual delivery
whereupon the Customer will be liable for all related costs and expenses and
Condition 5.3 shall apply.
7.5.
If
the Goods are to be delivered in installments, each such installment shall be a
separate Contract and no cancellation or termination of any one Contract
relating to an installment shall entitle the Customer to repudiate or cancel
any other Contract or
installment.
7.6.
Subject
to Condition 7.3, any liability of the Company for non-delivery of the Goods
shall be limited to replacing the Goods within a reasonable time or, at the
option of the Company, crediting the value of the Goods (as detailed on the
relevant invoice) to the Buyer’s
account.
8.Title
8.1.
Title
to any Goods supplied at any time to the Customer by the Company shall pass to
the Customer upon
Delivery.
8.2.
The
Buyer’s right to possession of the Products shall terminate immediately if (a)
the Customer has a bankruptcy order made against it or makes an arrangement or
composition with its creditors, or otherwise takes the benefit of any statutory
provision for the time being in force for the relief of insolvent debtors, or
(being a body corporate) convenes a meeting of creditors (whether formal or
informal), or enters into liquidation (whether voluntary or compulsory) except
a solvent voluntary liquidation for the purpose only of reconstruction or
amalgamation, or has a receiver and/or manager, administrator or administrative
receiver appointed of its undertaking or any part thereof, or documents are
filed with the court for the appointment of an administrator of the Customer or
notice of intention to appoint an administrator is given by the Customer or its
directors, or a resolution is passed or a petition presented to any court for
the winding up of the Customer or for the granting of an administration order in
respect of the Buyer, or any proceedings are commenced relating to the
insolvency or possible insolvency of the Buyer, or (b) the Customer suffers or
allows any execution, whether legal or equitable, to be levied on its property
or obtained against it, or fails to observe or perform any of its obligations
under the Contract or any other contract between the Company and the Buyer, or
the Customer ceases to trade, (c) the Customer encumbers or in any way charges
any of the Products or (d) there occurs any events similar to any of the
foregoing under the laws of any jurisdiction, irrespective of whether such
occurrences are voluntary or involuntary, or whether they are by operation of
law or
otherwise.
8.3.
The
Customer grants the Company, its agents and employees an irrevocable license at
any time to enter any premises where the goods are or may be stored in order to
inspect them or, where
the Buyer’s right to
possession has terminated, to recover them. The Customer shall not be entitled
to pledge or in any way charge by way of security for any indebtedness any of
the Goods which remain the property of the Company, but if the Customer does
so, all monies owing by the Customer to the Company shall,
without prejudice to any other right or remedy available to the Company,
forthwith become due and payable.
9.
Warranties
and Defective
Goods
9.1.
The
Company does not make or give any warranty representation or
undertaking:
(a)as
to the correspondence of the Goods with their description, their fitness for
purpose or their satisfactory quality;or
(b)that
they are not defamatory, injurious, obscene, unlawful or in breach of copyright
or in any other mannerwhatsoever.
9.2.
Without
prejudice to the foregoing provisions of this Condition, the Company shall not
be
liable:
(a)for
any defective Goods (i) unless claims for any damage to or shortages in Goods
delivered are notifiedinwritingtotheCompanywithin10daysofdeliverytotheCustomerand(ii)ifthedefectarises because the Customer failed to follow the Company’s instructions
(whether oral or in writing) as to the storage, installation, configuration,
use or maintenance of the Goods or (if there are none) good trade practice;or
(b)for
non-delivery of Goods unless the Customer gives to the Company written notice
of any non- delivery within 14 days of the invoicedate.
9.3.
Subject
to Condition 9.2, if any of the Goods are considered, in the reasonable opinion
of the Company, to be defective, (a) the Company shall at its option replace
such Goods (or the defective part), provided that, if a replacement is in the
Company’s opinion not practicable, the Company will credit the value of the
defective Goods (as detailed on the relevant invoice) to the Buyer’s account
and (b) the Company shall be responsible for the transport charges of returning
the defective Goods to the Company.
9.4.
Refunds
will be given at the sole discretion of the
Company.
10.Liability
10.1.
The
following provisions of Condition 10 set out the entire financial liability of
the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Customer in respect of (a) any
breach of these Conditions, (b) any use made or resale by
the Customer of any of the
Goods and (c) any representation, statement or tortious act or omission
including negligence arising under or in connection with the Contract.
10.2.
Subject
to Condition 9, all warranties, conditions and other terms implied by statute
or common law are, to the fullest extent permitted by law, excluded from the
Contract.
10.3.
Nothing
in these Conditions excludes or limits the liability of the Company (a) for
death or personal injury caused by the Company’s negligence, (b) for any matter
in respect of which it would be illegal for the Company to exclude or attempt
to exclude its liability or (c) for fraud or fraudulent misrepresentation.
10.4.
Subject
to Conditions 7, 9 and 10.3, (a) the Company’s total liability in contract,
tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or
contemplated performance of the Contract shall be limited to and in no
circumstances shall exceed the price payable by the Customer for the Goods
under the Contract and be limited to the 12 month period preceding the event
giving rise to such claim and (b) the Company shall not be liable to the
Customer for any pure economic loss, loss of profit, loss of business,
depletion of goodwill or otherwise, in each case whether direct, indirect or
consequential, or any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with the
Contract.
11.Termination
11.1.
The
Company may at any time terminate the Contract for any reason by giving to the
Customer one month’s prior written notice.
11.2.
Without
limiting the generality of the
foregoing:
(a) the Company may terminate the Contract and withhold any supplies in respect of any outstanding order for Goods made by the Customer at any time, with or without notice, if the Company is subject to any of the events described parts (a), (b) and/or (d) of Condition 8.3; and
(b) the Company shall have the right, without prejudice to its other rights or remedies, to terminate the Contract and/or withhold any supplies of Goods forthwith if any sum payable by the Customer hereunder is not paid in full in accordance with Condition 6.1.
11.3. Upon termination of the Contract by the Company in any of the circumstances referred to in this Condition 11, the Company shall be released from any further obligation towards the Customer in relation to the Goods.
12. Overseas Duties, Levies, Imports and Taxes
Unless otherwise
agreed by the Company in writing the Customer shall be responsible for all
duties levies imposts taxes or other liabilities arising on the export of the
Goods from the United States and import of the Goods overseas.
13.General
13.1.
The
Company may assign the Contract or any part of it to any person, firm or
company. The Customer shall not be entitled to assign the Contract or any part
of it unless the Company consents to such assignment in
writing.
13.2.
All
notices required to be given hereunder shall be given in writing to the
recipient at the relevant address stated in these Conditions and/or in the
relevant purchase order or invoice (or to such other address as the recipient
may from time to time specify in writing). All notices shall, (a) if sent by
post, be deemed to be delivered forty eight (48) hours after posting if the
recipient is located in the same jurisdiction as the sender and seven (7) days
after posting if the recipient is located in a different jurisdiction from the
sender, (b) if sent by facsimile, shall be deemed to have been received at the
time of delivery as indicated on the facsimile activity report of the sender
and (c) if sent by e- mail, on receipt by the sender of a notice of
receipt.
13.3.
Without
prejudice to any other of these Conditions, the Company reserves the right to
defer the date of delivery or to cancel the Contract or reduce the volume of
the Goods ordered by the Customer (without liability to the Buyer) if it is
prevented from or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of the Company including, without
limitation, acts of God, governmental actions, war or national emergency, acts
of terrorism, protests, riot, civil commotion, fire, explosion, flood,
epidemic, lock-outs, strikes or other labor disputes (whether or not relating
to either party’s workforce), or restraints or delays affecting carriers or
inability or delay in obtaining supplies of adequate or suitable
supplies.
13.4.
No
delay or omission on the part of either party in exercising any right, power or
remedy provided by law or under these Conditions shall impair such right, power
or remedy or operate as a waiver thereof. The single or partial exercise of any
right, power or remedy provided by law or under
these Conditions shall
not preclude any other further exercise thereof or the exercise of any other
right, power or remedy.
13.5.
If
any provision of the Contract (or part of a provision) is found by any court or
administrative
body of competent
jurisdiction to be invalid, unenforceable or illegal, the other provisions
shall remain in force. If any invalid, unenforceable or illegal provision would
be valid, enforceable or legal if some part of it were deleted, the provision
shall apply with whatever modification is necessary to give effect to the
commercial intention of the
parties.
13.6.
THIS
AGREEMENT AND ANY SALES THEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF MINNESOTA. The United Nations
Convention on Contracts for the International Sale of goods shall not apply.
Customer agrees to comply with all applicable laws and regulations of the
various states and of the United States. Seller has separate terms and
conditions governing re-sales and transactions outside the United States.
Customer agrees to comply with all United States laws concerning export or
re-export of products and related technology and documentation. The parties
agree that the courts of the State of Minnesota shall have exclusive
jurisdiction over any claim, or dispute or controversy (whether in contract,
tort or otherwise) against Seller, its agents, employees, successors, assigns
or affiliates arising out of or relating to this document, Seller's products
advertising, or any related purchase. Customer agrees to appear in any such
action and hereby consents to the jurisdiction of such court.