Vathek Publishing licence
for institutional access to material supplied in electronic form
This Agreement between Vathek Publishing Ltd (the 'Licensor') and the institution named in the registration details (the 'Licensee') governs the right of access to and use of online material by the Licensee for which the Licensee has paid an annual subscription fee to the Licensor. By registering you agree to be bound by the terms and conditions in this licence.
IT IS AGREED AS FOLLOWS
1. Key definitions
In the Licence, the following terms shall have the following meanings:
1.1 Authorised Users Current members of the staff 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 premises of the Licensee and from such other places where Authorised Users work or study, including without limitation halls of residence and lodgings and homes of Authorised Users, and who have been issued by the Licensee with a password or other authentication.
1.2 Commercial Use Use for the purposes of monetary reward (whether by or for the Licensee or an Authorised User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. For the avoidance of doubt, neither recovery of direct costs by the Licensee from Authorised Users, nor use by the Licensee or by an Authorised User of the Licensed Material in the course of research funded by a commercial organisation, is deemed to constitute Commercial Use.
1.3 Course Packs A collection of materials assembled by members of staff of the Licensee for use by students in a class for the purposes of instruction.
1.4 Licensed Material The electronic material provided by the Licensor or any third party nominated by the Licensor.
1.5 Registration Details The details given by the Licensee in the Registration Form.
1.6 Secure Network A network (whether a standalone network or a virtual network within the Internet) which is accessible only to Authorised Users and Walk-in Users approved by the Licensee, whose identity is authenticated at the time of login and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.
1.7 Walk-in Users Persons who are not Authorised Users but who are registered as permitted users of the Licensee's library or information service and who are permitted to access the Secure Network from designated computer terminals within the Library Premises and who have been issued by the Licensee with a password or other authentication.
1.8 Agent A third party appointed by the Licensee to act on their behalf, who may undertake any or all of the obligations of the Licensee under this Licence, and so informed to the Licensor.
1.9 Document A document for the purposes of this licence includes any editorial, opinion, abstract, article, case note, update, book review, letter or other discrete work contained in the journal.
2. Agreement
2.1 The Publisher agrees to grant the Licensee the non-exclusive and non-transferable right to give Authorised and Walk-in Users access to the Licensed Material from the Site via a Secure Network 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 Subscription Fee to the Publisher.
2.2 The Licensee is responsible for undertaking reasonable measures to prevent access by unauthorised persons to its authorised IP addresses, and is responsible for terminating any unauthorised access of which it has actual notice or knowledge
2.3 This Licence shall commence at the beginning of the current subscription period and shall automatically terminate at the end of the subscription period unless the parties have previously agreed to renew it.
3. Permitted uses
The Licensee may, subject to Clause 4 below:
3.1 Allow Authorised Users to have access to the Licensed Material via the Secure Network
3.2 Allow Walk-in Users to have access to the Licensed Material from [designated] computer terminals within the Library Premises.
3.3 Supply to an Authorised User of another library (whether by post, fax or secure intermediate electronic transmission, using Ariel or its equivalent, whereby the electronic file is deleted immediately after printing), for the purposes of research or private study, a single paper copy only of an electronic original of an individual document.
3.4 Display, download or print the Licensed Material for the purpose of internal marketing or testing, or for training Authorised Users.
3.5 Authorised Users and Walk-in Users may, subject to Clause 4 below:
3.5.1 Search, view, retrieve and display the Licensed Material.
3.5.2 Electronically [temporarily] save parts of the Licensed Material for personal use.
3.5.3 Print off single copies of parts of the Licensed Material for non-commercial use.
3.5.4 Create a hypertext link to any part of the Licensed Material provided no person other than an Authorised User or Walk-in User may use that link.
3.6 Nothing in this Licence shall in any way exclude, modify or affect anything the Licensee or Authorised and Walk-in Users are allowed to do in respect of any of the Licensed Materials under any statutory rights granted by the Copyright Designs and Patents Act 1988 and any amending legislation.
4. Course packs and electronic reserve
The Licensee may not incorporate any Licensed Material in course packs or electronic reserve collections without prior written permission of the Licensor which may set out further terms and conditions for such usage.
5. Prohibited uses
5.1 Neither the Licensee nor Authorised or Walk-in Users may:
5.1.1 Remove or alter the authors' names or the Publisher's copyright notices or other means of identification or disclaimers as they appear in the Licensed Material.
5.1.2 Neither the Licensee nor Authorised or Walk-in Users may systematically make print or electronic copies of multiple extracts of the Licensed Material for any purpose whether in the classroom or otherwise.
5.1.3 Neither the Licensee nor Authorised or Walk-in Users may provide, by electronic means, to a user at another library or elsewhere, a retained electronic copy of any part of the Licensed Material.
5.1.4 Neither the Licensee nor Authorised or Walk-in Users may mount or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, other than the Secure Network.
5.2 The Licensor's explicit written permission must be obtained in order to:
5.2.1 Use the whole or any part of the Licensed Material for any Commercial Use.
5.2.2 Distribute systematically the whole or part of the Licensed Material to anyone other than Authorised Users.
5.2.3 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.
5.2.4 Alter, abridge, adapt or modify the Licensed Material, except to the extent necessary to make it perceptible on a computer screen or as otherwise permitted in this licence to Authorised and Walk-in Users. For the avoidance of doubt, no alteration of the words or their order is permitted.
6. Undertakings
6.1 The Licensor warrants to the Licensee that, to the best of its belief, it has the authority and is duly licensed to use the copyright material contained in the Licensed Material and that the Licensed Material used as contemplated in this Licence does not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Licensor shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) 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 Licensor shall:
6.2.1 Use all reasonable endeavours to ensure that its 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.
6.2.2 Use all reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorised Users and Walk-in Users at all times, 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 Licensor 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. The Licensor shall give written notice to the Licensee of such withdrawal.
6.4 Except as provided in this Licence, the Licensor makes no representations or warranties of any kind, express or implied, including but not limited to warranties of design, accuracy of information contained in the Licensed Material, merchantability or fitness for use for a particular purpose.
6.5 The Licensor does not warrant that the Licensed Material will be accessible in any particular hardware/software environment.
6.6 The Licensor will have no liability to any person for any loss or damage arising out of use of, or inability to use, the Licensed Material.
6.7 The Licensee shall:
6.7.1 Submit to the Licensor Registration Details in the Registration Form which are required before the Licensee can access the licensed material.
6.7.2 Keep the Registration Details up-to-date keeping the Licensor up-to-date with any changes to permitted access to the Licensed Material.
6.7.3 Issue passwords or other access information 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
6.7.4 Allow Walk-in Users access to the Licensed Materials only from designated computer terminals within the Licensor's Premises.
6.7.5 Use all reasonable endeavours to ensure that all Authorised and Walk-in Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Material.
6.7.6 Immediately on becoming aware of any unauthorised use or other breach, inform the Licensor and take all reasonable steps, including appropriate disciplinary action, both to ensure that such activity ceases and to prevent any recurrence
6.8 Nothing in this Licence shall make the Licensee liable for breach of the terms of the Licence by any Authorised [or Walk-in] User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred, that the Licensee complied with Section 6.7 and cooperated with the Licensor as appropriate to stop such abuse.
6.9 The Licensee shall, in consideration for the rights granted under this Licence, pay the specified Subscription Fee to the Publisher within 30 days of signature. For the avoidance of doubt, such Subscription Fee shall be exclusive of any sales, use, value added or similar taxes and the Licensee shall be liable for any such taxes in addition to the Subscription Fee within 30 days of providing Registration Details.
6.10 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.
7. Termination
7.1 In addition to the automatic termination (unless renewed) under Clause 2, this Licence is terminated if either party gives written notice to the other in the following circumstances:
7.1.1 The Licensee defaults in making payment of the Subscription Fee within 30 days.
7.1.2 Either party commits a material or persistent breach of any term of this Licence and fails to remedy the breach (if capable of remedy) within 30 days of notification in writing by the other party.
7.1.3 Either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
7.2 On termination all rights and obligations of the parties automatically terminate except for all obligations in respect of Licensed Material to which access continues to be permitted.
7.3 On termination of this Licence due to breach of any term by the Licensee, the Licensee shall immediately cease to distribute or make available the Licensed Material to Authorised and Walk-in Users.
7.4 On termination of this Licence due to breach of any term thereof by the Publisher, the Publisher shall forthwith repay to the Licensee a pro rata refund of the unexpired portion of the Subscription Fee.
7.5 On termination of this Licence for any cause other than breach by the Licensee, the Licensor shall continue to provide access to all Licensed materials made available prior to the date of termination, either from a server or by supplying electronic files to the Licensee.
8. General
8.1 The Licensed Material is provided 'As Is'. The Licensor makes no warranties, express or implied, including, but not limited to, warranties of merchantability, quality, accuracy or fitness for a particular purpose.
8.2 The content of the Licensed Material is subject to change without notice.
8.3 The Rights granted under this Licence are personal to the Licensee and do not extend to any subsidiary or parent organisations, or any other related organisation.
8.4 This Licence may not be assigned by either party to any other person or organisation, nor may either party sub-contract any of its obligations, without the prior written consent of the other party which consent shall not unreasonably be withheld.
8.5 If rights in all or any part of the Licensed Material are assigned to another publisher, the Licensor shall use its best endeavours to ensure that the terms and conditions of this Licence are maintained.
8.6 Alterations to this Licence are only valid if they are recorded in writing and signed by both parties.
8.7 Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery or registered post to the address of the addressee as set out in this Licence or to such other address as notified by either party to the other as its address for the service of notices and all such notices shall be deemed to have been received within 14 days of posting.
8.8 If any difference shall arise between the parties touching the meaning of this Licence or the rights and liabilities of the parties thereto, the same shall in the first instance be referred to an independent expert agreed by the parties or, in default of such agreement, nominated by the president for the time being of the Institute of Chartered Accountants in England and Wales. Such expert shall act as expert and not as an arbitrator, and the expert's decision (which shall be given in writing stating the reasons therefore) shall be final and binding on the parties. Each party shall provide the expert with such information as the expert may reasonably require for the purposes of determination. The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be fair and reasonable or, if no such determination is made, in equal proportions.
8.9 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.
8.10 The failure of any party to enforce any provision on any one occasion shall not affect its right to enforce another provision or the same provision on another occasion.
8.11 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.
8.12 This Licence shall be governed by and construed according to the laws of England and Wales and the parties irrevocably agree to submit to the jurisdiction of the English Courts.
If you need a multi-site license, or wish to discuss options for online packages or consortia purchasing, please contact Mairwen Lloyd-Williams on mlw@vathek.com or +44(0) 1624 844056.
END OF LICENCE
