LICENSE OF DATA.
The NPD Group, Inc. ("NPD") and Cader Company Inc. ("PM"),
hereby grant the paid registrant ("You"; "Subscriber") a non-exclusive,
non-transferable license to access and use, subject to the terms and conditions
below, selected portions of NPD BookScan's archived and aggregated
US point-of-sales book data based on weekly sales reporting from participating
book retailers ("Data") as presented in the NPD BookScan/PM Data
service ("NB/PM Product"); and selected portions of NPD PubTrack
Digital's archived and aggregated monthly sales reporting from participating
book publishers ("Digital Data"), as presented in the NPD
PubTrackDigital/PM Digital Data service ("PTD Product"; collectively, the
Monthly data package subscribers are granted a non-exclusive, non-transferable license to
access and use Data and Digital Data on a maximum of 5 titles per monthly (the
These terms shall apply to, be binding upon, and are hereby accepted by any and
all additional employees ("Secondary Subscribers") at your company
who register for discounted individual access as part of your license.
The NB/PM Products and the PTD Product currently allow searches by author,
title, and ISBN; presents one or more bestseller lists; and provides various
detailed sales breakdowns (by week; by DMA regions; over designated periods of
The Products and the Monthly Product, and all Data and Digital Data, are
provided on an "as is" basis, and are subject to change and/or
limitation at any time, without notice, in PM and NPD's sole discretion. For
example, NPD may, from time to time, in its sole discretion, make changes
to any Data and/or Data Product, or portion thereof, including, without
limitation, formats, schedules, specifications, techniques, participating data
providers, and/or methodology.
These Products are limited to use by literary agents and literary
scouts; authors; other publishing professionals as approved by NPD and PM
("Approved Users"); but not direct employees of any publishing company. The
Monthly Product is available only to employees of companies that generate
annual revenue of less than $5 million.
You warrant and represent that in requesting access to the Product, You are an Approved User.
NPD and PM reserve the right to deny your application for service for any
reason without notice.
A paid PublishersMarketplace.com account ("PM Account") is required
for each individual accessing the Products. If You and/or any Secondary
Subscribers fail to make payment for the required PM Account and/or elect to
cancel it, You shall lose access to the Products until the PM Account is paid
for and/or reinstated, and shall not be entitled to any refund or extended
service for any missed days of use.
No access to the Products will be granted until your invoiced annual license fee
("Fee") is paid in full. Once paid, the Fee is nonrefundable and
noncancellable by You.
You must be a paid subscriber to the NB/PM Product to qualify for a subscription
to the PTD Product.
Upon payment of the Fee, PM shall provide You, and any licensed and paid
Secondary Subscribers, with one year of access to the Products through your PM
Account (the "Term"). The primary Subscriber's Term shall apply to
any and all Secondary Subscribers, regardless of when during the term they elect
to pay for and receive the Product. Similarly, the Term of the PTD Product
shall be the same as the Term of the NB/PM Product.
For the Monthly Product, You authorize us to charge You for use of the Services, at the posted
prices, on a monthly basis, beginning immediately upon enrollment and
continuing until You cancel your subscription to the Monthly Product and/or
your Publishers Marketplace membership. PM shall provide the User 30 days of
access for each billing charged.
The Monthly Product may be cancelled at any time via the settings on the "Your
Account" page. Cancellations are not deemed executed and valid until You
receive a confirmation e-mail from us, which You should retain as proof of your
cancellation. (If You do not receive a confirmation e-mail, it is your
responsibility to verify that your cancellation took place, by sending e-mail
There shall be no refunds for any unused time portion of the most recent month's
Monthly Product billing.
Each Subscriber represents and warrants that the Product(s) will be used by
that individual and no other person, for internal use only. Any individual site
login and access to the Product(s) may not be shared with any other individual,
including others at your company.
Your PM Account and Product use shall be monitored by us to ensure that your
activity, PM shall have the right to temporarily suspend your access for up to
14 (fourteen) days upon providing written notice to You by e-mail. If the
suspicious usage is not adequately explained and/or cured, in our sole
discretion PM may cancel your access to the Product.
In the event of such cancellation for cause, You shall be paid a refund of
one-half of the pro-rata Fee for the time remaining in your license. NPD
reserves the right to pursue any and all additional remedies for unauthorized
NO WARRANTY, LIMITATION OF LIABILITY.
NPD is relying upon the truth, completeness and accuracy of data supplied
to it by third parties outside of its control. Therefore, NPD does not
warrant the accuracy of the Data. The Data may include estimates, based on
projections using statistical procedures NPD deems appropriate. The Data is
subject to inherent coverage, error rate, and other statistical factors.
EXCEPT AS EXPRESSLY SET FORTH HEREIN
ABOVE, PM AND NPD MAKE NO WARRANTY OR REPRESENTATION AND EXPRESSLY DISCLAIM
ANY IMPLIED WARRANTY OR REPRESENTATION, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO THE DATA. IN NO EVENT SHALL PM AND/OR NPD OR ANY THIRD PARTY
LICENSORS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OR DAMAGES DUE TO LOSS OF USE OF THE DATA OR LOSS OF PROFITS
ARISING UNDER OR IN CONNECTION WITH THIS LICENSE OR OTHERWISE IN CONNECTION
WITH THE DATA. PM AND NPD SHALL NOT BE LIABLE FOR ANY CLAIM ARISING OUT OF
OR IN CONNECTION WITH THIS LICENSE BROUGHT MORE THAN ONE (1) YEAR AFTER THE
CAUSE OF ACTION HAS ACCRUED OR IN AN AGGREGATE TOTAL AMOUNT IN EXCESS OF
AMOUNTS RECEIVED HEREUNDER. THESE ARE YOUR EXCLUSIVE REMEDIES.
CANCELLATION BY US.
NPD and PM may cancel your access to the Product at any time, upon 24-hour
notice to you via e-mail. PM and NPD's sole and maximum liability in the event
of such cancellation shall be to provide you with a pro-rata refund of your pre-paid
Fee within 30 (thirty) days of the cancellation of service.
USE OF DATA.
You acknowledge that the Data comprises trade secrets and other confidential and proprietary
information, and are the sole and exclusive property of NPD or third party
providers that have licensed NPD to use and sublicense portions of the Data
(collectively, "Third Party Licensors"). You agree to keep the Data
strictly confidential and acknowledge that any unauthorized access, use,
disclosure or reproduction of the Data Services, or the Data contained therein,
would cause irreparable harm to NPD and/or such Third Party
The Data are licensed to Subscriber for your internal use only, and in no event
(a) provide access to the Data, disclose or distribute the Data, or any portion
thereof, to any third party, by any manner whatsoever, including any form of
on-line technology, except for the private business use of limited excerpts in
the course of normal business, provided such excerpts are properly sourced and
are rounded estimates and not actual, specific numbers;
(b) distribute, market, license or sell any derivative work based on the
(c) utilize any automated data-mining programs, including but not limited to,
web spiders, bots, indexers, robots, crawlers, harvesters, scripts, or macros;
(d) make additional copies of the Data, with the exception of one (1) copy for
backup purposes unless otherwise specifically authorized herein.
Any use or disclosure other than as specified in this license is prohibited
without NPD's prior written consent. No Data may be placed on any data
retrieval systems that may be accessed outside your immediate organization; nor
may any Data be used in any legal proceeding, except in the case of court order
and then only after Subscriber having acted to preserve NPD's right to seek
You shall indemnify and hold PM and NPD harmless from any and all loss,
damage, liability and costs, including attorney's fees, resulting from any
claim or demand by third parties, arising from any misuse or misrepresentation
by You with respect to the Data.
You acknowledge that, due to the unique nature of the Data, and the irreparable
harm that would be sustained by NPD by reason of any actual or threatened
breach of the provisions of this agreement, NPD may have the right to seek
equitable relief as well as any other relief or remedy provided by law with
respect to any actual or threatened breach of this agreement.
The terms and conditions of this license shall exclusively be governed by, construed and
interpreted according to the laws of the State of New York. The parties consent
to the exclusive jurisdiction of courts located in New York, NY for any dispute
under this Agreement.