Purchase Terms and Conditions

1. General .  These Terms and Conditions shall govern the purchase of all products or purchase of access to all products from Cengage Learning, Inc. (“Cengage”), including, but not limited to, physical textbooks, electronic books, other digital products, bundles (i.e. physical textbook combined with a digital product), printed access cards and instant access codes (the “Products”), by a purchaser of the Products or access thereto (“Purchaser”) from Cengage. These Terms and Conditions comprise the entire agreement between the Purchaser and Cengage regarding the Products unless Cengage and Purchaser have entered into a complementary or superseding document. Purchaser accepts these Terms and Conditions by clicking “I agree” at the end of these Terms and Conditions or by accepting the Products. These Terms and Conditions may only be modified by Cengage. Purchaser’s acquisition of the Products or access to the Products following any such change shall constitute Purchaser’s acceptance of any such modification. 

2. Digital Product Platforms .  Cengage digital Products shall be hosted on the Cengage website. Access shall be provided via a code entered on the Cengage website, once payment is received. The length of access to each such digital Product shall be available according to the price paid for such access. The length of access shall be specified either in the title of the digital Product itself, in a license agreement accompanying such digital Product, in the invoice Cengage provides to the Purchaser or in Purchaser’s purchase order accepted by Cengage. If there is a conflict, the foregoing order of priority shall apply. All digital Products shall be subject to the Terms of Service and/or any End User License Agreements (EULAs) that may accompany any web-based or mobile version the Product.

3. Prices and Quantities .  The prices of the Products purchased or access to which is purchased are as stated on the Cengage website or in the invoice provided by Cengage therefor. The quantities of the Products purchased or access to which is purchased by Purchaser from Cengage are as stated on Purchaser’s purchase order accepted by Cengage or in the invoice provided by Cengage therefor. In the event of a conflict between the purchase order and invoice prices or quantities, the invoice provided by Cengage shall control. Shipping and handling charges, freight and sales tax, if applicable, shall be in addition to the prices for the Products or access to the Products, and shall be paid to Cengage by Purchaser at the same time as Purchaser makes payment for the Products.

4. Right to Cancel .  Cengage reserves the right to refuse or cancel Purchaser’s order at any time for any reason. Purchaser expressly agrees that Cengage has no responsibility or liability for any loss or damage arising out of such refusal or cancellation.

5. Payment .  Payment shall be made by Purchaser to Cengage within thirty (30) days of the date of the Cengage invoice in U.S. dollars. The payment is not deemed made unless and until received, in full, by Cengage. In the event that payment is not made when due, Purchaser shall pay interest on the overdue amount at the rate of one and one-half percent (1.5%) per month.

6. Delivery .  Cengage shall ship print products to Purchaser in the quantities specified in Purchaser’s purchase order accepted by Cengage, or as specified in the invoice provided by Cengage. In the event of a conflict between the purchase order and invoice, the invoice provided by Cengage shall control.

7. Geographical Embargoes and Restrictions .  Cengage may restrict, by contractual agreement, the distribution of certain Products to the United States or to specified geographic regions outside of the United States. If a Purchaser acquires from Cengage any Product pursuant to such an agreement, Purchaser warrants and represents that it will not distribute said Product outside of the specified geographic regions.

8. Title and Risk of Loss .  Title to, and risk of loss of, print Products shall transfer to Purchaser F.O.B. shipping point.

9. Returns .  Returns from K-12 schools are permitted within thirty (30) days following the date of invoice or payment, whichever comes first, and twelve (12) months following the date of invoice or payment, whichever comes first, for all others, unless returns are governed by the Return Policy posted to a particular Cengage website.

10. Proprietary and Intellectual Property Rights .  With respect to all Products, Cengage reserves all right, titles, and interest in the intellectual property contained therein. Cengage in no way waives these rights with the sale of print Products or access to digital Products to Purchaser. For digital Products, Cengage is merely granting access thereunder for the period specified for such access as provided in Section 2 above.

11. Security Interest and Right to Terminate Access .  Cengage retains a purchase money security interest in all print Products not paid for in full, notwithstanding that the Products have been delivered to Purchaser. Purchaser hereby authorizes Cengage to execute and file financing statements regarding the Products, and any other documents which may be requested or required of Cengage to prove its security interest. 

In the event access to digital Products hereunder is not paid in full, Cengage reserves the right to terminate access to such Products.  

12. Restriction on use of digital Products .  Use of all digital Products hereunder is subject to end user license agreements accompanying each such digital Product. In addition, access to electronic books (“eBook Title”) hereunder is governed by the following digital rights management (“DRM”) restrictions:

A user:
a.  May not have a publication file on more than two (2) concurrent devices owned by the same user;  
b.  May not cut, copy, paste or forward more than ten percent (10%) of the eBook Title;
c.  May not print, including print to pdf, more than ten percent (10%) of the pages of the eBook Title;  
d.  May not print, including print to pdf, copy, cut, paste or forward any material from the eBook Title without a dynamic
      watermark or other statement that indicates the material is protected by copyright and the identity of the user to the extent possible; 
e.  May not share content of an eBook Title copied to a user’s journal, or similar feature, with anyone other than those
     Purchasers who have purchased access to the same eBook Title;
f.   May not copy images from an eBook Title into a user’s journal, or similar feature;
g.  May not violate geographic restrictions, if any; 
h.  May not sell their access to any other party; 
i.   May not remove or disable DRM; and
j.   May not interfere with accessibility features, if any.
If a user violates any of the above restrictions, Cengage reserves the right to terminate the access to the digital Product, and terminate licensed use.

13.  Disclaimer of Warranty & Limitation of Liability.  Cengage warrants that it is the owner of all rights, titles and interests in and to the Products.  EXCEPT FOR THE FOREGOING WARRANTY, THE PRODUCTS ARE BEING PROVIDED TO PURCHASER "AS IS," AND CENGAGE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, ORAL, IMPLIED OR STATUTORY, REGARDING THE PRODUCTS. CENGAGE HEREBY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CENGAGE MAKES NO WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE PRODUCTS.  IN NO EVENT SHALL CENGAGE BE LIABLE TO PURCHASER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, NOR SHALL THE CENGAGE AGGREGATE LIABILITY IN ANY MANNER EXCEED THE PAYMENTS MADE BY PURCHASER TO CENGAGE HEREUNDER DURING THE CALENDAR YEAR IN WHICH A CLAIM IS MADE BY PURCHASER.

14. Assignment .  Purchaser may not assign any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Cengage. Any assignment made in violation of this Section 14 shall be void. Unauthorized use of any of the Products sold by Cengage may give rise to a claim for damages.

15. No Waiver .  The waiver by Cengage of any provision hereof shall not be construed to be a continuing waiver of such provision or a waiver of any other provision hereof. The failure of Cengage to insist upon strict adherence to any term of this Agreement shall not deprive Cengage of the right to insist upon adherence at some later juncture; any waivers of any provision must be made in writing.

16. Severability .  If any provision hereof is declared invalid or unenforceable for any reason, the balance hereof shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

17. Force Majeure .  Except for the obligations to make payments hereunder, no delay or failure by a party in the performance of any of its obligations hereunder shall be considered a breach of these Terms and Conditions if that delay or failure is caused by an event beyond the reasonable control of that party. If such an event occurs, the party whose performance is affected shall give the other party notice within fifteen (15) days from the discovery of such an event.  

18. Governing Law .  These Terms and Conditions shall be governed by and in accordance with the laws of the State of New York, excluding its conflict of laws principles which would require the application of the law of another jurisdiction.