Terms and Conditions
OXFORD UNIVERSITY PRESS ONLINE PRODUCTS AND JOURNALS:
GRATIS INSTITUTIONAL ONLINE AGREEMENT
IMPORTANT: BY COMPLETING THE ONLINE REGISTRATION MATERIALS, SIGNING AND SENDING THEM TO OXFORD UNIVERSITY PRESS (OR BY SELECTING THE "I ACCEPT" BUTTON) THE INSTITUTION NAMED IN THE ONLINE REGISTRATION MATERIALS ACKNOWLEDGES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT
The institution(s) named in the accompanying on-line order ("the Institution(s)"), offers to enter into an agreement with Oxford University Press ("us") for a gratis subscription to the Licensed Works named in the order on the Terms and Conditions set out in this document. By sending the order you personally are representing to us that you have the authority to enter this agreement on behalf of the Institution(s).
Following our receipt of your on-line order we will inform you if we do not, for any reason, accept and process your order. We reserve the right to reject any order as we see fit.
If we accept your order, we will confirm that acceptance to you by e-mail and, on our sending that confirmatory e-mail to you an agreement ("the Agreement") for the supply of the Licensed Works selected by you in your order will be created between you and Oxford University Press.
The supply to you of the Licensed Works will begin when we send you an e-mail containing your password and make the Licensed Works available to you for the first time.
THIS INSTITUTIONAL ONLINE AGREEMENT ("the Agreement") is made between OXFORD UNIVERSITY PRESS ("Licensor") and the Institution named in the Online Registration Materials ("Licensee") and is made as of the date an authorised representative of the Licensee completes the Online Registration Materials located online below.
IT IS AGREED as follows:
In this Agreement, the words or phrases defined on the front page shall have the meanings set out there and the following expressions shall have the following meanings:
shall mean an individual who is authorised by the Licensee to access the Licensee's information services available through the Licensee's Secure Network and who is (i) affiliated with the Licensee as a current student, library patron, employee; or (ii) physically present on the Licensee's premises;
shall mean use for the purposes of monetary reward (whether by or for the Licensee, an Authorised User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Licensed Works;
"Online Registration Materials"
shall mean the registration materials appearing at https://access.oxfordjournals.org/oup/login/local.do required to be submitted by the Licensee before the Licensee can access the Licensed Work;
shall mean a period of one year commencing on the Effective Date and for subsequent periods of one year subject to the termination provisions set out in Clause 7
shall mean the online version of Licensor’s journals and online products as specified on http://www.oxfordjournals.org/en/librarians/developing-countries-initiative/participating-products.html
shall mean the designations OXFORD, and OXFORD UNIVERSITY PRESS , GROVE, OED and other trademarks registered or unregistered of the Licensor included in the Licensed Works;
shall mean any abstract, article, index, advertising, or other material contained in the Licensed Works and accessed online;
shall mean any password(s) created in the Online Registration Materials and any other passwords required by Authorised Users to access the Secure Network;
shall mean a network (whether a stand alone network or a virtual network within the Internet) which is only accessible to Authorised Users. A cache server or any server or network which can be accessed by unauthorised users is not a Secure Network;
shall mean either the Licensor’s server or a third party server designated by the Licensor on which the Licensed Works are mounted and through which the Licensee and its Authorised Users may gain access to the Licensed Works by means of the World Wide Web.
Shall mean the Licensee’s premises located at the address specified on the application form
- GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE
- Licensor grants the Licensee the non-exclusive and non-transferable right for the Licence Period in respect of each Site to allow Authorised Users for the purposes of research, teaching, and private study to:
- access the Server by means of a Secure Network in order to search the Licensed Works and to view, retrieve, and display portions thereof;
- save and print out single copies of portions of the Licensed Works;
- if the Licensee is an academic institution incorporate links to the Licensed Works in electronic course packs and course management systems for use in connection with courses offered by the Licensee for academic credit provided that no person other than an Authorised User may use such links;
- transmit links to single journal articles to other Authorised Users; and
- provide print or electronic copies of all or any part of the Licensed Works to national or international regulatory authorities for the purposes of, or in anticipation of, regulatory approval and/or trademark applications or other regulatory purposes in respect of the Licensee’s products or services.
- For the avoidance of doubt the Licensee and Authorised Users may not:
- remove or alter Licensor’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Works;
- systematically make multiple printed or electronic copies of portions of the Licensed Works for any purpose, except as permitted by law or as authorised by the Licensor;
- display or distribute any part of the Licensed Works on any electronic network, including without limitation, the Internet and the World Wide Web, other than the Secure Network;
- permit anyone other than Authorised Users to access or use the Licensed Works; and
- use all or any part of the Licensed Works for any Commercial Use.
- The Licensor reserves the right to withdraw the Licensee’s access to any or all Licensed Works which Licensor is hosting or any portion thereof in the event that it reasonably believes that one, some or all of any portion of the Licensed Works is being used otherwise than in accordance with this Agreement. In such event, the Licensor will restore access only when the matter has been satisfactorily resolved.
- Where the Licensee is an academic library, or part of a non-commercial organisation, then notwithstanding any restriction in clause 2.2, the Licensor hereby grants the Licensee the non-exclusive right to supply (whether by post, fax or secure electronic transmission, using Ariel or its equivalent, whereby the electronic file is deleted after printing) to an another academic library in the same country as the Licensee or library which is part of a non-commercial organisation in the same country as the Licensee, for the purposes supplying an authorised user of the recipient library with a single paper copy of an electronic original of an individual document from a journal included in the Licensed Works for the purpose of research or private study and not for commercial use,. The Licensor may request reports in respect of the Licensee’s use of the Licensed Works in such inter-library loans, provided the confidentiality of user data shall be maintained.
- RESPONSIBILITIES OF THE LICENSEE
- The Licensee will provide all identifying information relating to the Licensee and its Authorised Users required by the Online Registration Materials. The Licensee acknowledges that access to the Licensed Works under this Agreement is conditional upon the Licensee completing the Online Registration Materials. The Licensee will amend the Online Registration Materials promptly following any additions, deletions or other alterations to the information supplied.
- The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Licensed Works online via the Licensee's Secure Network.
- The Licensee shall:
- be responsible for the confidentiality and all use of the Password(s);
- use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed Works by means of the Licensee's Secure Network;
- ensure that all Authorised Users are made aware that the Licensed Works are protected by copyright and the Authorised Users' use of the Licensed Works is subject to the restrictions and obligations contained in this Agreement.
- The Licensee will notify Licensor immediately if it becomes aware of any of the following: (a) any loss or theft of the Password(s); (b) any unauthorised use of any of the Password(s); or (c) any breach by an Authorised User of the terms of this Agreement.
- The Licensee shall notify Licensor promptly (i) of the facts and circumstances surrounding any unauthorised access, possession, or use of the Licensed Works, or Licensor intellectual property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Licensed Works infringes an intellectual property or proprietary right of any third party.
- Upon becoming aware of any breach of the terms of this Agreement by an Authorised User, the Licensee shall promptly initiate disciplinary procedures in accordance with the Licensee's standard practice.
- RESPONSIBILITIES OF LICENSOR
- Licensor shall provide the Licensee with a customer number necessary to enable the Licensee to submit the Online Registration Materials.
- Licensor shall use all reasonable efforts:
- to make the Licensed Works available by means of the World Wide Web to the Licensee throughout the Licence Period;
- to 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; and
- to restore access to the Licensed Works as soon as possible in the event of an interruption or suspension of the service.
- Licensor agrees to make available to the Licensee a monthly usage report throughout the Licence Period detailing the level of use of the Licensed Works by the Licensee's Authorised Users per month, but only to the extent such monthly usage reports are made available by the party hosting the Licensed Works on behalf of the Licensor. This report will not identify individual Authorised User usage, but will be provided in respect of the IP address range(s) given by the Licensee in the Online Registration Materials as a whole. The Licensor will not be able to provide accurate usage reports if the Licensee stores the Licensed Works on any cache or proxy server, or accesses the Licensed Works through an agent gateway.
- The Licensor reserves the right to withdraw from the Licensed Works content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, harmful, false, or infringing.
- The Licensor reserves the right to suspend access to the Licensed Works in the event of any unauthorised use of the Licensed Works.
- ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
- The Licensee acknowledges that all copyrights, patent rights, Licensor Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Licensed Works (collectively the "Licensor Intellectual Property"), are the sole and exclusive property of Licensor and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Works in accordance with the terms and conditions of this Agreement.
- The Licensee acknowledges that neither it nor any Authorised User may create any derivative work based on the Licensed Works without the prior written permission of the Licensor.
- REPRESENTATIONS AND WARRANTIES
- LICENSOR REPRESENTS AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE LICENSEE AND THAT THE LICENSED WORKS DO NOT VIOLATE OR INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT OR CONTRACT RIGHT OF ANY THIRD PARTY.
- SAVE AS PROVIDED ABOVE, LICENSOR GIVES NO WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION THAT (I) THE LICENSED WORKS WILL BE OF SATISFACTORY QUALITY, SUITABLE FOR ANY PARTICULAR PURPOSE OR FOR ANY PARTICULAR USE UNDER SPECIFIED CONDITIONS, NOTWITHSTANDING THAT SUCH PURPOSE, USE, OR CONDITIONS MAY BE KNOWN TO LICENSOR; OR (II) THAT THE LICENSED WORKS WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) THAT THE MATERIAL PUBLISHED IN THE LICENSED WORKS IS EITHER COMPLETE OR ACCURATE.
- IN NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH LICENSOR DOES NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORISED ACCESS, THEFT, OR OPERATOR ERRORS.
- IN NO CIRCUMSTANCES OF ANY KIND (EXCEPT FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR FRAUD, OR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW ) WILL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY CLAIMS WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE OR ANY LOSS OR DAMAGE WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT S INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT, LOSS OF DATA OR CORRUPTION OF DATA, LOSS OF PROGRAMS, LOSS OF BUSINESS OR GOODWILL, OR OTHER DAMAGES OR LOSSES OF ANY NATURE ARISING OUT OF THE USE OF, OR INABILITY TO USE THE LICENSED WORKS.
- The Licensor may terminate this agreement at any time for convenience on written notice to the Licensee.
- Licensor reserves the right at any time on 30 days’ notice to the Licensee to terminate this Agreement in whole or in part due to ceasing publication of all or part of the Licensed Works. The Licensor may terminate this agreement at any time for convenience after the first twelve months of the Licence period.
- Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without limitation, a breach by the Licensee of the provisions of Clause 3.3 above would constitute a material breach of this Licence.
- This Agreement is personal to the Licensee and the rights granted under it do not extend to its subsidiary or parent organisations, nor may such rights be assigned or sublicensed without the prior written consent of the Licensor.
- All notices required to be given under this Agreement shall be given in writing in English and left at or sent by first class registered or recorded delivery to the appropriate address shown at the head of this Licence, or such other address as the party concerned shall from time to time designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered (i) when left at the addressee's address; or (ii) if posted 10 (ten) days after posting. All notices to Licensor shall be marked for the attention of the Group Legal Director. All notices to the Licensee shall be sent to: .
- This Agreement constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
- Neither the Licensee nor the Licensor shall be responsible to the other for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
- No provision in this Agreement is intended to be enforceable by any third party, whether pursuant to the Contract (Rights of Third Parties) Act 1999 or otherwise.
- The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
- Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.