Licensing Agreement for Text-Link software from Advance Materials
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 or contractual 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, 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, hire or other form of exploitation of the Licensed Materials.
1.3 Licensed Material: The Text-Link 11-16 or Text-Link 16+ software.
1.4 Subscription Period: The period for which the Licensee has a current subscription for online access to the Licensed Material.
2. Agreement
2.1 Advance Materials grants the Licensee the non-exclusive and non-transferable right to access and use the Licensed Material throughout the Subscription Period for the purposes of research, teaching and private study.
2.2 The right specified in sub-Clause 2.1 above is granted in all countries of the world.
3. Permitted uses
Authorised Users may, subject to Clause 4 below:
3.1 Search, view, retrieve and display the Licensed Material from any computer terminal.
4 Prohibited uses
Neither the Licensee nor Authorised Users may:
4.1 divulge their password or other access information to any third party.
4.2 display or otherwise make available their password or other access information on their institution's website
4.3 permit anyone who is not an Authorised User to access or use the Licensed Work.
4.4 make print or electronic copies of the Licensed Material for any purpose.
4.5 provide, by electronic means, to a user at another institution or elsewhere, a retained electronic copy of any part of the Licensed Material.
4.6 mount or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web.
4.7 use the whole or any part of the Licensed Material for any Commercial Use.
4.8 distribute the whole or part of the Licensed Material to anyone other than Authorised Users.
4.9 publish, distribute or make available the Licensed Material, works based on the Licensed Material or works which combine it with any other material.
4.10 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.
4.11 remove or alter the Advance Material's copyright notices or other means of identification or disclaimers as they appear in the Licensed Material.
5. Undertakings
5.1 Advance Materials shall use all reasonable efforts to:
5.1.1 make the Licensed Material available by means of the World Wide Web to the Licensee throughout the Subscription Period.
5.1.2 ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service consistent with current standards in the World Wide Web on-line information provision industry.
5.1.3 restore access to the Licensed Work as soon as possible in the event of an interruption or suspension of the service.
5.2 The Licensee shall:
5.2.1 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
5.2.2 use all reasonable endeavours to ensure that all Authorised Users are appropriately informed of the importance of respecting the intellectual property rights in the Licensed Material and of the sanctions which the Licensee imposes for failing to do so.
5.2.3 use all reasonable endeavours to ensure that Authorised Users are made aware of and agree to abide by the terms and conditions of this Licence; use all reasonable endeavours to monitor compliance and immediately on becoming aware of any unauthorised use or other breach, inform Advance Materials and take all reasonable steps, including appropriate disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.
5.2.4 Nothing in this Licence shall make the Licensee liable for breach of the terms of the Licence by any Authorised 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.
6. General
6.1.1 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.
6.1.2 If rights in all or any part of the Licensed Material are assigned to another publisher, Advance Materials shall use its best endeavours to ensure that the terms and conditions of this Licence are maintained.
6.2 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 (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures or damage to or destruction of any network facilities).
6.3 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.
6.4 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.
6.5 This Licence shall be governed by and construed according to the laws of England and the parties irrevocably agree to submit to the jurisdiction of the English Courts. |
