terms of agreement
Peeters Online Journals:
Institutional Online Agreement
IMPORTANT: BY COMPLETING AND SIGNING THE ONLINE REGISTRATION FORM, AND SENDING IT TO PEETERS PUBLISHERS (OR BY CHECKING THE 'I ACCEPT' CHECKBOX) THE INSTITUTION NAMED IN THE ONLINE REGISTRATION FORM ACKNOWLEDGES THAT IT HAS READ
THE TERMS OF THIS AGREEMENT AND AGREES TO BE BOUND BY IT
THE INSTITUTIONAL ONLINE AGREEMENT ("the Agreement") is made between PEETERS PUBLISHERS ("Licensor") and the Institution named in the Online Registration Form ("Licensee") and is made as of the date an authorised representative of the Licensee completes the Online Registration Form located online as mentioned below.
It is agreed as follows:
In this Agreement, the following expressions shall have the following meanings:
"Authorised User" : An individual who is authorised by the Licensee to access the Licensee's information services through the Licensee's Secure Network and who is affiliated with the Licensee as a current student, faculty member, library patron, employee, or in some other capacity whereby he/she is permitted to access such services in the Licensee's ordinary course of business from a computer or terminal on the Licensee's Secure Network;
"Online Registration Form" : The registration form appearing at http://poj.peeters-leuven.be/content.php?url=instit_form and required to be submitted by the Licensee before the Licensee can access the Licensed Work(s);
"Licensed Work(s)" : The online version of each of the POJ's available journals for which the Licensee holds a current institutional subscription for online access or which includes online access;
"Secure Network" : A network which is only accessible to authorised users from computers or terminals with registered or identifiable ip-ranges. A cache server or any server or network which can be accessed by unauthorised users, is not a secure network for these purposes;
"Commercial Use" : 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 any other form of exploitation of the Licensed Work(s);
"Licensor Trademarks" : The designations PEETERS PUBLISHERS, PEETERS PUBLISHERS AND BOOKSELLERS, EDITIONS PEETERS and UITGEVERIJ PEETERS;
"Material" : Any abstract, article, index, advertising or other material contained in the Licensed Work(s) and accessible online;
"POJ" : PEETERS ONLINE JOURNALS, covering all contents referring to the Licensed Work(s) in the domain peeters-leuven.be (whether it is poj.peeters-leuven.be, pob.peeters-leuven.be, www.peeters-leuven.be or any other URL within the domain);
"Server" : The Licensor's server(s) on which the Licensed Work(s) are mounted and through which the Licensee and its Authorised Users may gain access to the Licensed Work(s) by means of the World Wide Web;
"Site" : The geographical site (or sites) with respect to which the Licensee has purchased an online subscription and from which Authorised Users can access the Licensed Work(s) onsite from a computer or terminal on the Licensee's Secure Network located at the site;
"Subscription Period" : The period commencing on the date on which the Online Registration Form is completed. In relation to each Licensed Work, it shall continue (subject to provisions for earlier termination contained below) for as long as the Licensee has a current institutional subscription for that Licensed Work for online access or a subscription which includes online access.
2. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE
2.1 With respect to each Site, the Licensor grants the Licensee the non-exclusive and non-transferable right to allow Authorised Users to access and use the Licensed Work(s) during the Subscription Period by means of one or more Secure Netwoks for the purposes of research, teaching, and private study.
2.2 Throughout the Subscription Period, Authorised Users may: (i) access the Server by means of a Secure Network in order to search the Licensed Work(s) and to view, retrieve, and display portions thereof; (ii) electronically save portions of the Licensed Work(s); (iii) print out single copies of portions of the Licensed Work(s); (iv) hyperlink to the Licensed Work(s) directly by means of the DOI (Digital Object Identifier) mentioned on POJ's reference pages to the Licensed Work(s).
2.3 The Licensee and the Authorised Users may not: (i) remove or alter Licensor's copyright notices or other means of identification or disclaimers as they appear in the Licensed Work(s); (ii) systematically make printed or electronic copies of multiple portions of the Licensed Work(s) for any purpose; (iii) display or distribute any part of the Licensed Work(s) on any electronic network, including without limitation the Internet and the World Wide Web; (iv) distribute any part of the Licensed Work(s) on a Secure Network by other means than direct hyperlinking as mentioned above in clause 2.2.4; (v) permit anyone other than Authorised Users to access or use the Licensed Work(s); (vi) distribute any part of the Licensed Work(s) for purposes of Interlibrary Loan in printed or electronic version; (vii) generate collections of the Materials.
2.4 On expiry of the Subscription Period, the Licensee shall lose all rights related to the Licensed Work(s).
2.5 The rights granted in clause 2 will terminate immediately in respect of any Material for which the Licensor ceases to have online publication rights.
3. RESPONSIBILITIES OF THE LICENSEE
3.1 The Licensee will provide all identifying information relating to the Licensee and its Authorised Users required by the Online Registration Form. The Licensee acknowledges that access to the Licensed Work(s) under this Agreement is conditional upon the Licensee completing the Online Registration Form. The Licensee will amend the Online Registration Form promptly following any additions, deletions or other alterations to the information supplied.
3.2 The Licensee will obtain at its own 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 Work(s) online via the Licensee's Secure Network.
3.3 The Licensee will
3.3.1 use all reasonable efforts to ensure that only Authorised Users are permitted to access the Licensed Work(s) by means of the Licensee's Secure Network;
3.3.2 take all reasonable actions to ensure that all Authorised Users abide by the terms of this Agreement.
3.4 The Licensee will notify the Licensor as soon as practicable if it becomes aware of any unauthorised use of any part of the Licensed Work(s). Upon becoming aware of any breach of the terms of this Agreement by an Authorised User, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee's standard practice.
4. RESPONSIBILITIES OF THE LICENSOR
4.1 The Licensor shall make all reasonable efforts:
4.1.1 to make the Licensed Work(s) available to the Licensee throughout the Subscription Period by means of the World Wide Web;
4.1.2 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 online information provision industry;
4.1.3 to restore access to the Licensed Work(s) as soon as possible in the event of an interruption or a suspension of the service.
5. ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
5.1 The Licensee acknowledges that all content accessible on POJ is protected by copyright and has to be treated as copyright protected material. No part of the Materials may be resold or published without written consent of PEETERS PUBLISHERS.
5.2 The Licensee shall notify the Licensor promptly (i) of the facts and circumstances surrounding any unauthorised use of the Licensed Work(s), or Licensor's Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Licensed Work(s) infringe(s) an intellectual property or proprietary right of any third party.
6. REPRESENTATIONS AND WARRANTIES
6.1 THE LICENSOR REPRESENTS AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE LICENSEE.
6.2 SAVE AS PROVIDED ABOVE, THE LICENSOR GIVES NO WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION THAT (I) THE LiCENSED WORK(S) 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 THE LICENSOR; (II) THAT THE LICENSED WORK(S) WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED; (III) THAT THE MATERIAL PUBLISHED IN THE LICENSED WORK(S) IS EITHER COMPLETE OR ACCURATE.
6.3 IN NO CIRCUMSTANCES WILL THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH THE 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.
6.4 IN NO CIRCUMSTANCES WILL THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGE OR LOSS OF PROFITS INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROGRAMS, LOSS OF BUSINESS OF GOODWILL, OR OTHER DAMAGE OR LOSS OF ANY NATURE ARISING FROM THE USE OR THE INABILITY TO USE THE LICENSED WORK(S).
6.5 WITHOUT PREJUDICE TO THE INDEMNITY IN CLAUSE 7.1, THE LICENSEE AGREES THE ENTIRE LIABILITY OF THE LICENSOR TO THE LICENSEE OR AUTHORISED USERS ARISING FROM ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) IN ANY WAY CONNECTED WITH THE USE AND INABILITY TO USE THE LICENSED WORK(S) SHALL BE THE REFUND OF ANY FEE PAID TO THE LICENSOR FOR ONLINE ACCESS TO THE LICENSED WORK(S).
7. INDEMNIFICATION AND FORCE MAJEURE
7.1 Notwithstanding the limitation of liability in clause 6.5, the Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorney's fees) asserted by third parties against the Licensee which arise out of any act or omission by the Licensor that constitutes a breach of the Licensor's warranties hereunder.
7.2 The Licensee shall defend, indemnify, and hold the Licensor harmless against all claims, suits, proceedings, losses, liabilities and damages (including costs, expenses, and reasonable attorney's fees) arising from any unauthorised use or dissemination of the Licensed Work(s) by the Licensee or Authorised Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy right.
7.3 The obligations in clauses 7.1 and 7.2 will survive the termination of this Agreement.
7.4 The Licensee and the Licensor shall not be responsible to one another for any failure to perform any obligation under this Agreement due the acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, windstorm, snowstorm, blizzard, hurricane, or any other cause that is beyond the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurence of any of the events set forth in this clause, the parties shall at all times make reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
8.1 Either party may terminate this Agreement forthwith by serving a written notice on the other in the event that the other party commits a material breach of this Agreement and in case of a repairable breach fails to remedy within 30 days of a request to do so. Without limitation, a breach by the Licensee of the provisions in Clause 3.3 above would constitute a material breach of this Agreement
8.2 The Licensor reserves the right at any time on 30 days notice to the Licensee to terminate this Agreement with respect to any of the Licensed Works; in case the appearance of such Licensed Work(s) on POJ is ceased.
9.1 This Agreement is personal to and binding on the parties. Neither this Agreement nor any of the rights under it may be assigned or sublicensed.
9.2 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 provided in the Online Registration Form. All notices to the Licensee shall be to the attention of the person whose contact details are given in the Online Registration Form.
9.3 This Agreement constitutes the entire agreement between the parties about its subject matter. It supersedes all prior communications, understandings and agreements (both written and oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
9.4 No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
9.5 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.
9.6 This Agreement is governed by and construed in accordance with the laws of Belgium, without regard to its conflicts of law principles. Hereby is submitted and agreed that the sole jurisdiction and venue for any action that may arise under or in relation to the subject matter hereof shall be the courts located in Leuven, Belgium.
9.7 Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.