1. Definitions
1.1 In this Licence, the following terms shall have the following meanings:
Authorised User - Current members of the staff and faculty of the Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently studying at the Licensee's institution, who are permitted to access the Secure Network from within the Licensee's Premises and from such other places where Authorised Users work or study (including but not limited to Authorised Users' offices and homes, halls of residence and student dormitories) and who have been issued by the Licensee with a password or other authentication, together with other persons who are permitted to use the Licensee's library or information service and access the Secure Network but only from computer terminals located within the Licensee's Premises.
Commercial Use - Use for the purposes of monetary reward (whether by or for the Licensee or Authorised User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Material.
Fee - The subscription fee payable by the Licensee for the Licensed Materials
Licensed Material - The electronic material of the Publisher for which the Licensee has paid the Fee.
Licensee - The individual or single site organisation that purchases Licensed materials from the Publisher.
Licensee’s Premises - An institution located within one metropolitan boundary under single administration which may academic or non-academic.
Secure Network - A network which is only accessible to Authorised Users approved by the Licensee whose identity is authenticated at the time of login and whose conduct is subject to regulation by the Licensee.
Server - The server, either the Publisher's server or a third party server designated by the Publisher, in which the Licensed Material is mounted and may be accessed.
2. Grant of Licence
2.1 The Publisher agrees to grant to the Licensee the non-exclusive and non-transferable right to access the Licensed Material from the Server for the purposes of research, teaching and private study, subject to the terms and conditions of this Licence, and the Licensee agrees to pay the Fee.
2.2 On termination of this Licence, the Publisher shall use its reasonable endeavours to provide the Licensee with continuing access from the Server to that part of the Licensed Material which was published and paid for within the Subscription Period except where termination is due to breach of the Licence.
3. Permitted Uses
3.1 The Licensee, subject to Clause 4 below, may:
3.1.1 Allow Authorised Users to have access to the Licensed Material via the Secure Network.
3.1.2 Supply to Authorised Users, by electronic or other means, copies of one or more individual items taken from the Licensed Material.
3.1.3 Display, download or print a reasonable part of the Licensed Material for the purpose of internal promotion or testing of the service, or for training groups of Authorised Users.
3.1.4 Use the Licensed Material as part of an integrated information service for Authorised Users that will include links between the Licensed Material and the Licensee’s own indexes.
3.2 Authorised Users, subject to Clause 4 below, may:
3.2.1 Search, view, retrieve and display the Licensed Material.
3.2.2 Print single copies of individual items taken from the Licensed Material.
3.2.3 Electronically save individual items taken from the Licensed Material for personal use.
3.2.4 Distribute single copies of individual articles taken from the Licensed Material in print or electronic form to other Authorised Users.
3.2.5 Post single copies of the Licensed Materials on servers accessible only to Authorized Users via the secure network.
3.3 Course Packs - The Licensee may incorporate parts of the Licensed Material in Course Packs for the use of Authorised Users in the course of instruction at the Licensee's institution, but not for Commercial Use. Each such item shall carry appropriate acknowledgement of the source, listing title and author of the extract, title and author of the work, and the publisher. Copies of such items shall be deleted by the Licensee when they are no longer required for such purpose.
3.4 Inter-library Loan - The Licensee may supply a single printed copy of an electronic original of an individual document from the Licensed Content to an Authorized User of another library within the same country by post, fax or Ariel, for personal use or scholarly, educational or scientific research but not for Commercial Use.
4. Prohibited Uses
4.1 Neither the Licensee nor Authorised Users may:
4.1.1 Remove or alter the authors’ names or affiliations or the Publisher’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Material.
4.1.2 Systematically make print or electronic copies of multiple extracts of the Licensed Material for any purpose.
4.1.3 Provide or make available by electronic means to any third party who is not an Authorised User a retained electronic copy of any part of the Licensed Material.
4.1.4 Mount or distribute any part of the Licensed Material on any electronic network, other than the Secure Network.
4.2 The Licensee and Authorised Users may not, without the Publisher's explicit written permission:
4.2.1 Use the whole or any part of the Licensed Material for any Commercial Use.
4.2.2 Distribute the whole or part of the Licensed Material to anyone other than Authorised User.
4.2.3 Publish, distribute or make available the Licensed Material, works based on the Licensed Material or works which combine it with any other material, other than as permitted in this Licence.
4.2.4 Alter, abridge, adapt or modify the Licensed Material, except to the extent necessary to make it perceptible on a computer screen to Authorised Users. For the avoidance of doubt, no alteration of the words or their order is permitted.
5. Licensee’s undertakings
5.1 The Licensee shall:
5.1.1 Use all reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Material.
5.1.2 Use all reasonable endeavours to ensure that all Authorised Users are made aware of and agree to abide by the terms and conditions of this Licence.
5.1.3 Use all reasonable endeavours to monitor compliance and immediately on becoming aware of any unauthorised use or other breach, take all reasonable steps both to ensure that such activity ceases immediately and to prevent any recurrence, and shall inform the Publisher thereof.
5.1.4 Issue passwords or other access information to enable access to the Secure Network only to Authorised Users and use all reasonable endeavours to ensure that Authorised users do not divulge their passwords or other access information to any third party.
5.1.5 Use all reasonable endeavours to ensure that only Authorised Users are permitted access to the Licensed Material.
6. Publisher’s undertakings
6.1 The Publisher warrants to the Licensee that it is the owner of the copyright in the Licensed Material or that it is duly authorised to control the copyright contained in the Licensed Material and that the Licensed Material used as contemplated by this Licence does not infringe any copyright or other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Material in any way not permitted by this Licence.
6.2 The Publisher shall use reasonable endeavours to:
6.2.1 Make the Licensed Material available to the Licensee via the Server.
6.2.2 Make available the electronic copy of each journal issue in the Licensed Material as soon as reasonably possible after the date of publication of the printed version.
6.2.3 Ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web; as such standards evolve from time to time over the term of this Licence.
6.2.4 Make the Licensed Material available to the Licensee and to Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Material as soon as possible in the event of an interruption or suspension of the service.
6.3 The Publisher reserves the right at any time to withdraw from the Licensed Material any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
6.4. The Publisher undertakes to use reasonable endeavours to provide or make arrangements for a third party to provide an archive of the Licensed Materials for the purpose of long term preservation of the Licensed Materials.
6.5 The Publisher confirms to the Licensee that usage statistics covering the online usage of the journals included in this licence will be provided. The Publisher further confirms that such usage statistics will adhere to the specifications of the COUNTER Code of Practice.
6.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE, THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF DESIGN, ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIAL, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENCED MATERIAL IS SUPPLIED “AS IS”.
6.7 EXCEPT AS PROVIDED IN CLAUSE 6 .1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORISED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE LICENSED MATERIAL. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, THE PUBLISHER’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENCE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY THE LICENSEE TO THE PUBLISHER UNDER THIS LICENCE IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, THE LICENSEE MAY BRING NO ACTION ARISING FROM THIS LICENCE MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF SUCH ACTION ARISES.
7. Mutual undertakings
7.1 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
8. Term and Termination
8.1 In addition to automatic termination upon the expiry of the subscription period (unless renewed), this Licence shall be terminated if:
8.1.1 Either party or any of its current employees commits a material or persistent breach of any term of this Licence and fails to remedy the breach (if capable of remedy) within thirty days of notification in writing by the other party.
8.1.2 Either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
8.2 On termination, all rights and obligations of the parties automatically terminate except for
8.2.1 Those specified in Clauses 6.1 and 7.1.
8.2.2 All obligations in respect of Licensed Material to which access continues to be permitted as provided in Clause 2.2.
8.3 On termination of this Licence by the Publisher for cause, as specified in Clauses 8.1.1, the Licensee shall immediately cease to distribute or make available the Licensed Materials to Authorised Users except as provided in Clause 2.2.
8.4 On termination of this Licence by the Licensee for cause, as specified in Clause 8.1.1 above, the Publisher shall forthwith refund the proportion of the Fee that represents the paid but unexpired part of the Subscription Period.
9. General
9.1 This Licence contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings relating to the subject matter of this Licence.
9.2 Alterations to this Licence shall be valid only if they are in writing and signed by both parties.
9.3 Neither party shall be liable in any way for failure or delay in performing its obligations under this Licence if the failure or delay is due to causes outside the reasonable control of the party in default.
9.4 In the event that any provision of this Licence is held to be invalid, the remainder of the provisions shall continue in full force and effect.
9.5 This Licence shall be governed by and construed according to English Law.
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