JISC ECOLLECTIONS: JOURNAL ARCHIVES AND HISTORICAL TEXTS SUB-LICENCE
AGREEMENT
JISC COLLECTIONS AND JANET LIMITED (TRADING AS JISC COLLECTIONS) (Company
Number 2881024), a company incorporated in England and Wales and limited by guarantee whose
registered offices is at Lumen House, Library Avenue, Harwell Oxford, Didcot, Oxfordshire, OX11 0SG
("Jisc Collections")
AND / OR
THE HIGHER EDUCATION FUNDING COUNCIL FOR ENGLAND, a body corporate established
under The Further and Higher Education Ace 1992 whose principal place of business is at Northavon
House, Coldharbour Lane, Bristol, BS16 1QD, UK (“HEFCE”)
OFFERS to you, the Sub-Licensee, the permission to access and use the Licensed Material on the terms
and conditions as set out in this Sub-Licence. Upon completion of the Subscription Order and Acceptance
Form (as hereafter defined) as part of the Jisc Collections Online Ordering Service your institution will
become a non-exclusive Sub-Licensee of Jisc Collections.
Acceptance of this Sub-Licence will be by receipt of the Order Confirmation Email (Jisc Collections) (as
hereafter defined) by Jisc Collections as part of the Jisc Collections Online Ordering Service. Acceptance
shall be acceptance of all terms of this Sub-Licence and no variation or counter offer will be accepted by
Jisc Collections. In the event that no or partial compliance is made as to the manner or form described for
acceptance, no sub-licence will be granted and this offer is deemed withdrawn.
BACKGROUND
1. Jisc Collections and Mimas (as hereafter defined) have received funding to develop Jisc Journal
Archives which brings together on one platform the material from the digital journal archive
collections that Jisc Collections and HEFCE have licensed on behalf of the UK academic community;
and Jisc Historic Books which brings together on one platform the historic digital book collections that
Jisc Collections and HEFCE have licensed on behalf of the UK academic community. Journal
Archives and Historical Texts are part of the Jisc eCollections service. This Sub-Licence covers both
Journal Archives and Historical Texts.
2. Journal Archives and Historical Texts and all intellectual property rights therein are owned by or duly
licensed to Jisc Collections or HEFCE and its Publishers (as defined below).
3. Jisc Collections and HEFCE are permitted to sub-license the access and use of Journal Archives and c
Historical Texts to Sub-Licensees in accordance with the terms of this Sub-Licence.
JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:
1.
DEFINITIONS
1.1
In this Sub-Licence, the following expressions shall have the following meanings:
"Authorised Users"
means an individual who is authorised by the Sub-Licensee to
have access to its information services (whether on-site or offsite) via Secure Authentication and who is:

a current student (including undergraduates and
postgraduates);

a member of staff (whether permanent or temporary
including retired members of staff and any teacher who teaches
Authorised Users registered in the United Kingdom);

a contractor of the Sub-Licensee in the scope of their
engagement with or for the benefit of Sub-Licensee; or

a Walk-In User.
Walk-In Users are persons who are allowed by the SubLicensee to access its information services from computer
terminals or otherwise within the physical premises of the SubLicensee. For the avoidance of doubt, Walk-In Users may be
given access to the Licensed Material by any wireless Secure
Network. Walk-In Users are not allowed off-site access to the
Licensed Material.
"Commercial Use"
means use of the Licensed Material for the purpose of monetary
reward (whether by or for the Sub-Licensee or an Authorised
User) by means of the sale, resale, loan, transfer, hire or other
form of exploitation of the Licensed Material. For the
avoidance of doubt, neither the recovery of direct cost by the
Sub-Licensee from Authorised Users, nor use by the SubLicensee or Authorised Users of the Licensed Material in the
course of research funded by a commercial organisation is
deemed to constitute Commercial Use, provided that the
resulting project or research does not benefit a commercial
organization through the granting of a licence or right to use
data or other elements contained in or derived from the
Licensed Material.
"Educational Purposes"
means use for the purpose of education, teaching, distance
learning, private study and/or research.
“Enhance /
means the use of Supplemental Metadata to increase or improve
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Enhancements”
upon in value and quality of the Publisher Metadata
"HEFCE"
means the Higher Education Funding Council for England.
"Jisc Collections Online
Ordering Service"
means the online subscription ordering service developed by
Jisc Collections. The Jisc Collections Online Ordering Service
can be found at www.jisc-collections.ac.uk.
"Licensed Material"
means the material licensed in this Sub-Licence known to the
parties as ‘Journal Archives’ being a collection of digital
journal archive collections and any associated Metadata
licensed by Jisc Collections / HEFCE from Publishers on behalf
of UK Higher and Further Education Institutions and Research
Councils; and ‘Historical Texts’ being a collection of digital
historic book collections and any associated Metadata licensed
by Jisc Collections / HEFCE from Publishers on behalf of UK
Higher and Further Education Institutions and Research
Councils. A list of the digital journal archive collections and the
historic digital book collections included in the Licensed
Material is detailed in Schedule 1.
"Metadata"
means the textual information that describes the creation,
content, or context of a part of the Licensed Material (e.g. date
of creation, subject matter, location of digital file, ownership).
Unless otherwise specified, Metadata includes both the
Publisher Metadata and Supplemental Metadata.
“Publisher Metadata”
means the metadata supplied by the Publisher as part of the
Licensed Material
“Supplemental
Metadata”
means the metadata created by Authorised Users, the SubLicensee, Jisc Collections and Mimas for works contained in
the Licensed Material.
"Modifications"
means alterations, additions to, deletion from, manipulations
and/or modifications of parts of the Metadata in accordance
with section 21 of the Copyright, Designs and Patents Act 1988.
"Modify"
means to alter, add to, delete from, manipulate and/or modify
parts of the Metadata.
“OCR”
means Optical Character Recognition, the manual, mechanical
or electronic translation of scanned images of handwritten,
typewritten or printed text into machine-encoded text.
"Order Confirmation
Email (Institution)"
means the email to the Sub-Licensee, automatically generated
by the Jisc Collections Online Ordering Service after the SubLicensee has completed the Subscription Order and Acceptance
Form, confirming that the Sub-Licensee has placed the order,
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the start and end date of the subscription period and that Jisc
Collections has agreed to the terms and conditions of the SubLicence.
"Order Confirmation
Email (Jisc
Collections)"
means the email to Jisc Collections, automatically generated by
the Jisc Collections Online Ordering Service after the SubLicensee has completed the Subscription Order and Acceptance
Form, confirming that the Sub-Licensee has placed the order,
the start and end date of the subscription period and that the
Sub-Licensee has agreed to the terms and conditions of the SubLicence.
"Publisher"
means the publishers and suppliers of the digital journal archive
collections and the historic digital book collections as listed in
Schedule 1.
"Secure Authentication"
means access to the Licensed Material by UK Access
Management Federation compliant technology, Internet
Protocol (“IP”) ranges or by another means of authentication
agreed between the Publisher and Jisc Collections.
"Secure Network"
means a network which is only accessible by Secure
Authentication.
"Service Charges"
means the charges as set out in Clause 8.
"Sub-Licensee"
means the sub-licensee whose details are set out in the
Subscription Order and Acceptance Form, which can be found
at www.jisc-collections.ac.uk. A sample copy of the form is
attached hereto and made a part hereof.
"Subscription Order and
Acceptance Form"
means the form used by Jisc Collections as part of the Jisc
Collections Online Ordering Service. A sample copy of the
form is attached hereto in Annex 1. Once the completed form
has been received by the Jisc Collections Online Ordering
Service, the system automatically generates an Order
Confirmation Email (Institution) to the Sub-Licensee and an
Order Confirmation Email (Jisc Collections) to Jisc Collections
repeating the information on the form regarding the name of the
Sub-Licensee, the resource, the start and end date of the
subscription period and confirming the date on which the SubLicensee accepted the terms and conditions of the Sub-Licence.
1.2
Headings contained in this Sub-Licence are for reference purposes only and shall not be
deemed to be an indication of the meaning of the clause to which they relate.
1.3
Where the context so implies, words importing the singular number shall include the
plural and vice versa and words importing the masculine shall include the feminine and
vice versa.
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2.
GRANT OF SUB-LICENCE
2.1
The Sub-Licensee agrees to pay the Service Charges as set out in Schedule 2, in
consideration of which Jisc Collections and/ or HEFCE agrees to grant to the SubLicensee a non-exclusive sub-licence to access and use the Licensed Material, Metadata
and OCR, and to allow Authorised Users to access and use the Licensed Material,
Metadata and OCR throughout the term of this Sub-Licence by Secure Authentication for
Educational Purposes only.
3.
PERMITTED USES
3.1
This Sub-Licence permits the Sub-Licensee for Educational Purposes only to:
3.1.1
supply to another library in the United Kingdom (whether by post, fax or secure
electronic transmission provided the electronic file is deleted immediately after
printing) a single paper copy of an electronic original of an individual document
for any Educational Purposes other than collection building purposes;
3.1.2 provide single printed or electronic copies of single articles at the request of
individual Authorised Users;
3.1.3 display, download and print parts of the Licensed Material for the direct purpose
of promoting or testing the Licensed Material or for training Authorised Users;
3.1.4 make and distribute copies of training material as may be required for the purpose
of using the Licensed Material in accordance with this Sub-Licence;
3.1.5. mount and use Metadata and OCR in bespoke and commercially available library
systems to manage library operations except as otherwise limited by Publisher;
3.1.6
allow Authorised Users for Educational Purposes only to:
3.1.6.1
access the Licensed Material, Metadata and OCR by Secure
Authentication in order to search, retrieve, view and display the Licensed
Material;
3.1.6.2 create Supplemental Metadata and Modify Supplemental Metadata;
3.1.6.3 enhance the Publisher Metadata supplied as part of the Licensed Material;
3.1.6.4 deposit and publish Supplemental Metadata and Enhancements to
Publisher Metadata in Historical Texts and Journal Archives;
3.1.6.5 electronically save parts of the Licensed Material, OCR, Metadata,
Modifications to the Supplemental Metadata and Enhancements to the
Publisher Metadata;
3.1.6.6 print out copies of parts of the Licensed Material, OCR, Metadata,
Modifications to the Supplemental Metadata and Enhancements to the
Publisher Metadata;
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3.1.6.7
incorporate parts of the Licensed Material, OCR, Metadata,
Modifications to the Supplemental Metadata and Enhancements to the
Publisher Metadata in printed and electronic course packs to be used in the
course of instruction and/or in virtual learning environments hosted on a
Secure Network. Authorised Users must specify the title and copyright
owner of the Licensed Material used in the course packs. Course packs in
other formats, such as Braille, may also be offered to Authorised Users;
3.1.6.8 incorporate parts of the Licensed Material, OCR, Metadata, Modifications
to the Supplemental Metadata and Enhancements to the Publisher
Metadata in printed or electronic form in assignments and portfolios,
theses and in dissertations (“the Academic Works”), and to make
reproductions of the Academic Works for personal use and library deposit.
Reproductions of the Academic Works can be provided to sponsors of
those Academic Works. Authorised Users must specify the title, author,
Publisher and if different than the author or Publisher, the copyright owner
of the Licensed Material used in the Academic Works;
3.1.6.9 publicly display or publicly perform parts of the Licensed Material OCR,
Metadata, Modifications to the Supplemental Metadata and Enhancements
to the Publisher Metadata as part of a presentation at a seminar,
conference, or workshop, or other similar event;
3.1.6.10 use the Licensed Material, OCR, Metadata, Modifications to the
Supplemental Metadata and Enhancements to the Publisher Metadata to
perform and engage in text mining/data mining activities for noncommercial, academic research and other Educational Purposes upon
completion of the following procedure;

the Sub-Licensee and / or Authorised User will email help@jisccollections.ac.uk with a request to perform text mining/ data mining
activities detailing the purpose of the mining activity, how much
text/data is to be mined and the Licensed Material on which the mining
activity will take place
Jisc Collections will liaise with the Publisher on behalf of the SubLicensee /

Authorised User to seek agreement for the requested mining activity to
take place. The Publisher shall be entitled to request any further
information that it requires to make its decision and Jisc Collections
shall promptly seek and obtain such information for the Publisher and
the Publisher, acting reasonably, shall be entitled to refuse any such
request
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
assuming that the Publisher agrees to the request and upon written
agreement by the Publisher, Jisc Collections will notify the SubLicensee / Authorised User and Mimas that the mining activity has
been agreed and may proceed only on the agreed terms
3.1.6.11 use parts of the Licensed Material, OCR, Metadata, Modifications to the
Supplemental Metadata and Enhancements to the Publisher Metadata for
any other uses provided such uses are approved in writing by the
Publisher/ Jisc Collections / HEFCE and Mimas; and
3.2
This Sub-Licence shall be deemed to complement and extend the rights of the Institution
and Authorised Users under the Copyright, Designs and Patents Act 1988 and the
Copyright (Visually Impaired Persons) Act 2002 and nothing in this Sub-Licence shall
constitute a waiver of any statutory rights held by the Institution and Authorised Users
from time to time under these Acts or any amending legislation.
4.
RESTRICTIONS
4.1
Except where this Sub-Licence states otherwise, the Sub-Licensee and Authorised Users
may not:
4.1.1
sell or resell the Licensed Material, OCR, Publisher Metadata unless the
Publisher has given the Sub-Licensee or an Authorised User permission in writing
to do so;
4.1.2
remove, obscure or alter copyright notices, acknowledgments or other means of
identification or disclaimers;
4.1.3 alter or adapt the Licensed Material (save for Metadata as allowed for under
Clause 3), except to the extent necessary to make it perceptible on a computer
screen, or as otherwise allowed under this Agreement. For the avoidance of
doubt, no Modification of the Publisher Metadata, alteration of the words or their
order is allowed;
4.2
4.1.4
display or distribute any part of the Licensed Material, OCR and Publisher
Metadata on any electronic network, including the internet other than by a Secure
Network;
4.1.5
use all or any part of the Licensed Material, OCR and/or Metadata (save for
Supplemental Metadata) for any Commercial Use or for any purpose other than
Educational Purposes; and
4.1.6
provide access and/or allow use of the Licensed Material, OCR and/or Metadata
by anyone other than Authorised Users and Authorised Demonstrators.
This Clause will continue to apply after termination of this Sub-Licence for any reason.
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5.
RESPONSIBILITIES OF THE SUB-LICENSEE
5.1
The Sub-Licensee will:
5.1.1
give passwords or other access information only to Authorised Users and use all
reasonable efforts to ensure that Authorised Users do not give their passwords or
other access information to anyone else;
5.1.2
provide lists of valid IP addresses to Jisc Collections and update those lists on a
regular basis as agreed by the parties from time to time;
5.1.3
use all reasonable efforts to ensure that only Authorised Users are permitted
access to the Licensed Material;
5.1.4
use all reasonable efforts to ensure that all Authorised Users are made aware of
and undertake to abide by the terms of this Sub-Licence;
5.1.5
use all reasonable efforts to monitor compliance with the terms of this SubLicence and notify the Publisher and Jisc Collections / HEFCE immediately and
provide full particulars on becoming aware of any of the following:
(a) any unauthorised access to or use of the Licensed Material or
unauthorised use of any of the Sub-Licensee's password(s); or
(b) any breach by an Authorised User of the terms of this Sub-Licence.
As soon as the Sub-Licensee is aware of any breach of the terms of this SubLicence, the Sub-Licensee further agrees promptly to fully investigate and initiate
disciplinary procedures in accordance with the Sub-Licensee's standard practice
and use all reasonable efforts to ensure that such activity ceases and to prevent
any recurrence; and
5.1.6
comply with all computer security procedures required by Jisc Collections
/HEFCE and/or Mimas and take all reasonable steps to ensure the security of the
Licensed Material.
6.
RESPONSIBILITIES OF JISC COLLECTIONS / HEFCE
6.1
Jisc Collections / HEFCE shall use all reasonable efforts to ensure access and use of the
Licensed Material in accordance with the provisions as laid down in this Sub-Licence.
6.2
Jisc Collections / HEFCE shall use all reasonable efforts to cause customer support
services to be provided to the Sub-Licensee and to Authorised Users.
7.
USAGE DATA
7.1
The parties shall co-operate in gathering any data on usage of the Licensed Material that
is available to them during the term of this Sub-Licence, and shall provide such data to
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each other upon request. Notwithstanding the foregoing, the parties shall neither
assemble nor provide data from which an individual user could be identified.
8.
CHARGES
8.1
The Sub-Licensee will pay to Jisc Collections the total sum of the Service Charges for the
whole term of this Sub-Licence in accordance with the applicable Jisc Collections
charging band. Jisc Collections will invoice the Sub-Licensee annually for the applicable
Service Charge as set out in Schedule 2. All prices are exclusive of VAT, which will be
payable by the Sub-Licensee where applicable.
8.2
The Service Charges shall be subject to review on the expiry of the period specified in
Clause 9. Jisc Collections shall act reasonably in seeking to agree an appropriate level of
Service Charges for the following subscription period.
8.3
In the event that the Sub-Licensee completes the Subscription Order and Acceptance
Form during a given year, the Sub-Licensee shall pay Jisc Collections that part of the
applicable charge which represents the period covering the date as set out in the
Subscription Order and Acceptance Form up to the date where the next 12 months
subscription period starts. Thereafter the Sub-Licensee will pay Jisc Collections the full
applicable charges for subsequent years as and where applicable.
8.4
Invoices shall be due and payable no later than thirty (30) days after being issued by Jisc
Collections.
9.
TERM AND TERMINATION
9.1
The term of this Sub-Licence will commence upon the start date as set out in the
Subscription Order and Acceptance Form (and subsequently in the Order Confirmation
Email (Institution) and Order Confirmation Email (Jisc Collections) and will remain in
full force and effect until the end date as set out in such Subscription Order and
Acceptance Form, unless terminated earlier as provided for in this Clause 9.
9.2
The Sub-Licensee may terminate this Agreement at any time without cause on the
anniversary date as set out on the Subscription Order and Acceptance Form (and
subsequently in the Order Confirmation Email (Institution) by giving Jisc Collections not
less than sixty days’ prior written notice to that effect.
9.3
Jisc Collections may terminate this Agreement without cause on the anniversary date as
set out in the Subscription Order and Acceptance Form by giving the Sub-Licensee not
less than sixty days’ prior written notice to that effect.
9.4
Either party may terminate this Sub-Licence at any time on the material breach or
repeated other breaches by the other of any obligation on its part under this Sub-Licence
by serving a written notice on the other identifying the nature of the breach. The
termination will become effective thirty days after receipt of the written notice unless
during the relevant period of thirty (30) days the defaulting party remedies the breach.
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9.5
Further, notwithstanding anything to the contrary herein, upon a breach by the SubLicensee, on-line access to the Licensed Material shall be terminated.
9.6
Upon termination of this Sub-Licence, copies of parts of the Licensed Material, OCR,
Metadata, Modifications to the Supplemental Metadata and Enhancements to the
Publisher Metadata made by the Sub-Licensee or Authorised Users may be retained.
Such copies may be used after termination of this Agreement subject to the terms of
Clauses 3 and 4 of this Sub-Licence, which terms shall survive any termination of this
Sub-Licence.
10.
ACKNOWLEDGEMENT
PROPERTY RIGHTS
10.1
The Sub-Licensee acknowledges that the Intellectual Property Rights in the Licensed
Material (including the Publisher Metadata) are the sole and exclusive property of the
Publisher or are duly licensed to the Publisher and that this Sub-Licence does not assign
or transfer to the Sub-Licensee any right, title or interest therein except for the right to
use the Licensed Material (including Metadata) in accordance with the terms and
conditions of this Sub-Licence.
10.2
Any and all Intellectual Property Rights in the Supplemental Metadata generated by the
Sub-Licensee and/or Authorised Users shall be the property of the Sub-Licensee and/or
such Authorised Users.
10.3
Any and all Intellectual Property Rights in the Supplemental Metadata generated by the
Sub-Licensee and/or Authorised Users but deposited by such Sub-Licensee and/or
Authorised Users in Journal Archives or Historical Texts shall be the property of Jisc
Collections / HEFCE and Mimas.
10.4
Jisc Collections / HEFCE and Mimas shall have the right to license without restriction
Supplemental Metadata generated by the Sub-Licensee and/or Authorised Users and
deposited by such Sub-Licensee and/or Authorised Users in Jisc Journal Archives or Jisc
Historic Books to the Publisher.
11.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
11.1
The Sub-Licensee represents and warrants that it has sufficient authority and rights to
enter into and perform its obligations under this Sub-Licence.
11.2
Jisc Collections / HEFCE represents and warrants that it has the right to grant the SubLicence and that the use of the Licensed Material by the Sub-Licensee and Authorised
Users in accordance with the terms of this Sub-Licence shall not infringe the copyright of
any third party. The foregoing shall not apply to improper usage of the Licensed Material
by the Sub-Licensee or Authorised Users. Jisc Collections / HEFCE makes no
representation or warranty, and expressly disclaims any liability with respect to the
content of the Licensed Material, including but not limited to errors or omissions
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PROTECTION
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OF
INTELLECTUAL
contained therein, libel, infringement of rights of publicity, privacy, trademark rights,
moral rights, or the disclosure of confidential information.
11.3
The Sub-Licensee agrees to notify the Publisher and Jisc Collections / HEFCE within 48
hours and provide full particulars in the event that it becomes aware of any actual or
threatened claims by any third party in connection with any works contained in the
Licensed Material. It is expressly agreed that upon such notification, or if the Publisher
becomes aware of such a claim from other sources, the Publisher may remove such
work(s) from the Licensed Material. At the request of the Publisher, the Sub-Licensee
will make all reasonable efforts to remove such work(s) from any copies of the Licensed
Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or
threatened claim by any third party shall be deemed a material breach of this SubLicence.
11.4
Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of
this Sub-Licence by any Authorised User provided that the Sub-Licensee did not cause,
knowingly assist or condone the continuation of such breach after becoming aware of a
an actual breach having occurred.
11.5
Subject to the above and to the extent permitted by law, Jisc Collections / HEFCE shall
not be liable to the Sub-Licensee for any loss or damage including any loss of profits,
goodwill, contract or any indirect or consequential loss including loss or damage suffered
by the Sub-Licensee as a result of an action brought by a third party.
11.6
Jisc Collections / HEFCE reserves the right to remove content, or to change the content,
Metadata, presentation, user facilities or availability of parts of the Licensed Material and
to make changes in any software used to deliver the Licensed Material at their sole
discretion. Jisc Collections / HEFCE will notify the Sub-Licensee of any substantial
change to the Licensed Material.
11.7
Other than the express warranties stated in this Clause 11, the Licensed Material is
provided on an “as is” basis, and Jisc Collections / HEFCE disclaims any and all other
warranties, conditions, or representations (express, implied, oral or written), relating to
the Licensed Material or any part thereof, including, without limitation, any and all
implied warranties of quality, performance, merchantability or fitness for a particular
purpose. Jisc Collections / HEFCE further expressly disclaims any warranty or
representation to Authorised Users, or to any third party. Jisc Collections / HEFCE
accepts no liability for loss suffered or incurred by the Sub-Licensee or Authorised Users
as a result of their reliance on the Licensed Material.
11.8
The Sub-Licensee represents to Jisc Collections / HEFCE that its computer system
through which the Licensed Material will be used is configured, and procedures are in
place, to prohibit access to the Licensed Material by any person other than an Authorised
User; that it shall inform Authorised Users about the conditions of use of the Licensed
Material; and that during the term of this Sub-Licence, the Sub-Licensee will continue to
make all reasonable efforts to bar non-permitted access and to convey appropriate use
information to its Authorised Users.
11.9
Jisc Collections / HEFCE and the Sub-Licensee do not seek to exclude liability under this
Agreement for fraud or for personal injury or death caused by its negligence and the
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negligence of its employees, authorised sub-contractors and agents.
12.
FORCE MAJEURE
12.1
Either party’s failure to perform any term or condition of this Sub-Licence as a result of
circumstances beyond the control of the relevant party (including without limitation, war,
strikes, flood, governmental restrictions, and power, telecommunications or Internet
failures or damages to or destruction of any network facilities) ["Force Majeure"] shall
not be deemed to be, or to give rise to, a breach of this Sub-Licence.
12.2
If either party to this Sub-Licence is prevented or delayed in the performance of any of its
obligations under this Sub-Licence by Force Majeure and if such party gives written
notice thereof to the other party specifying the matters constituting Force Majeure
together with such evidence as it reasonably can give and specifying the period for which
it is estimated that such prevention or delay will continue, then the party in question shall
be excused the performance or the punctual performance as the case may be as from the
date of such notice for so long as such cause of prevention or delay shall continue.
13.
ASSIGNMENT
13.1
Neither this Sub-Licence nor any of the rights and obligations under it may be assigned
or sub-licensed by the Sub-Licensee without obtaining the prior written consent of Jisc
Collections / HEFCE and Publisher with such consents not to be unreasonably withheld
or delayed. In any permitted assignment, the assignor shall procure and ensure that the
assignee shall assume all rights and obligations of the assignor under this Sub-Licence
and agrees to be bound to all the terms of this Sub-Licence.
14.
GOVERNING LAW AND DISPUTE RESOLUTION
14.1
This Sub-Licence shall be governed by and construed in accordance with English law and
the parties irrevocably agree that any dispute arising out of or in connection with this
Sub-Licence will be subject to and within the jurisdiction of the English courts.
14.2
Where the parties agree that a dispute arising out of or in connection with this SubLicence would best be resolved by the decision of an expert, they will agree upon the
nature of the expert required and together appoint a suitable expert by agreement. In
default of agreement upon whom to appoint as a suitable expert, such expert shall upon
the request of either party be appointed by the Chair for the time being of Universities
UK (http://www.universities.ac.uk).
14.3
Any person to whom a reference is made under Clause 14.2 shall act as expert and not as
an arbitrator and his decision (which shall be given by him in writing and shall state the
reasons for his decision) shall be final and binding on the parties except in the case of
manifest error or fraud.
14.4
Each party shall provide the expert with such information and documentation as he may
reasonably require for the purposes of his decision.
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14.5
The costs of the expert shall be borne by the parties in such proportions as the expert may
determine to be fair and reasonable in all circumstances or, if no determination is made
by the expert, by the parties in equal proportions.
15.
NOTICES
15.1
All notices required to be given under this Sub-Licence shall be given in writing in
English and sent by courier, or special delivery to the relevant addressee at its address set
out below, or to such other address as may be notified by either party to the other from
time to time under this Sub-Licence, and all such notices shall be deemed to have been
received three (3) days after the date of posting in the case of special delivery or despatch
in the case of courier:
if to Jisc Collections:
Lorraine Estelle
Chief Executive Officer
Jisc Collections
Brettenham House South
5 Lancaster Place
London WC2E 7EN
l.estelle@jisc-collections.ac.uk
if to HEFCE
Lorraine Estelle
Chief Executive Officer
Jisc Collections
Brettenham House South
5 Lancaster Place
London WC2E 7EN
l.estelle@jisc-collections.ac.uk
If to the Publisher:
Brill
Linda Empringham
Head of Library and Consortia Sales - Europe
Koninklijke Brill NV,
Plantijnstraat 2, 2321 JC,
Leiden, The Netherlands
empringham@brill.nl
Cambridge University Press
William Bowes
General Counsel
Cambridge University Press
The Edinburgh Building
Jisc e-Collections Sub Licence
13
Shaftesbury Road
Cambridge CB2 2RU
wbowes@cambridge.org
Cengage
Andrew Robinson
Group Sales Director
Cengage Learning EMEA
Cheriton House
North Way
Andover
SP10 5BE
andrew.robinson@cengage.com
IOP Publishing
Sarah Fricker
Senior Group Legal Adviser
IOP Publishing Limited
Temple Circus
Temple Way
Bristol
BS1 6BE
sarah.fricker@iop.org
Oxford University Press
Sally Iannaccci
Journals Division
Oxford University Press
Great Clarendon Street
Oxford OX2 6DP
Sally.ianncci@oup.cm
ProQuest
Stuart Airley
Head of Sales UK
ProQuest
The Quorum
Barnwell Road
Cambridge
CB5 8SW
stuart.airley@proquest.co.uk
With copy to:
General Counsel
ProQuest LLC
789 E. Eisenhower Pkwy
Jisc e-Collections Sub Licence
14
Ann Arbor, MI 48108
connectwithgca@proquest.com
Taylor & Francis
Ashleigh Bell
Journal Sales Director
Taylor & Francis
4 Park Square
Milton Park
Abingdon
Oxon
OX14 4RN
Ashleigh.bell@tandf.co.uk
The British Library
Ms Rachel Marshall
The British Library
96 Euston Road
London NW1 2DB
Fax number: 020 7412 7166
The Royal Society of Chemistry
Dan Dyer
The Royal Society of Chemistry
Thomas Graham House
Science Park
Milton Road
Cambridge
CB4 0WF
Fax: 01223.423429
Email: ejournals@rsc.org
Institution of Civil Engineers
Lesley Maw
Institution of Civil Engineers
One Great George Street
London
SW1P 3AA
if to the Sub-Licensee:
[As stated in the Subscription Order and
Acceptance Form]
Jisc e-Collections Sub Licence
15
16.
GENERAL
16.1
This Sub-Licence, its Schedules and Annexes constitute the entire agreement between the
Sub-Licensee and Jisc Collections / HEFCE relating to the Licensed Material and
supersede 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 of both parties in writing.
16.2
The Schedules shall have the same force and effect as if expressly set in the body of this
Sub-Licence and any reference to this Sub-Licence shall include the Schedules.
16.3
The invalidity or unenforceability of any provision of this Sub-Licence shall not affect
the continuation in force of the remainder of this Sub-Licence.
16.4
The rights of the parties arising under this Sub-Licence shall not be waived except in
writing. Any waiver of any of a party's rights under this Sub-Licence or of any breach of
this Sub-Licence by the other party shall not be construed as a waiver of any other rights
or of any other or further breach. Failure by either party to exercise or enforce any rights
conferred upon it by this Sub-Licence shall not be deemed to be a waiver of any such
rights or operate so as to bar the exercise or enforcement thereof at any subsequent time
or times.
Jisc e-Collections Sub Licence
16
SCHEDULE 1: LICENSED MATERIAL
Journal Archives
Brill – Brill Journal Archive Online
Cambridge University Press – Cambridge Journals Digital Archive
Institute of Physics Publishing – IOP Journal Archive 1847 – 1998
Oxford University Press – Oxford Journal Archives
Proquest – Periodical Archive Online: Jisc Collections selection
Taylor & Francis – Taylor & Francis Geography, Planning, Urban and Environment
Online
7. The Royal Society of Chemistry – RSC Journal Archive
8. Institution of Civil Engineers - ICE Virtual Library Archive
1.
2.
3.
4.
5.
6.
Historical Texts
9. Cengage – Eighteenth Century Collections Online Parts 1 and 2
10. Proquest – Early English Books Online
11. The British Library - British Library 19th Century Books Collection
The full list of Licenced Material is available at: http://www.jisccollections.ac.uk/Catalogue/FullDescription/index/1824
This list will be updated as new collections are added to Journal Archives and Historical Texts.
Jisc e-Collections Sub Licence
17
SCHEDULE 2: SERVICE CHARGES AND PAYMENT TERMS
1.
By completing the Subscription Order and Acceptance Form as part of the Jisc Collections Online
Ordering Service, the Sub-Licensee accepts the terms of this Sub-Licence and accepts that it must
pay to Jisc Collections the total sum of the Service Charge(s) for the whole term of this Sub-Licence
in accordance with the applicable Jisc Collections charging band. Jisc Collections will invoice the
Sub-Licensee annually for the applicable charge as set out below. All prices are exclusive of VAT,
which will be payable where applicable.
2.
For the avoidance of doubt 1 the term of this Sub-Licence will commence upon the date as set out in
the Subscription Order and Acceptance Form and will remain in full force and effect until the date of
termination as set out in Clause 9.
3.
In the event that the Sub-Licensee completes the Subscription Order Confirmation and Acceptance
Form during a given year, the Sub-Licensee shall pay Jisc Collections Online Ordering Service that
part of the applicable Service Charge which represents the period covering the date as set out in the
Subscription Order and Acceptance Form up to the date where the next 12 months subscription
period starts. Thereafter the Sub-Licensee will pay to Jisc Collections the full applicable Charge(s)
for subsequent years as and where applicable.
4.
Jisc eCollections for HE
Band
1
2
3
4
5
6
7
8
9
10
8/14-7/15 £
8/15-7/16 £
8/16-7/17 £
6098
6159
6220
5481
5536
5591
4892
4941
4991
4452
4497
4541
3806
3844
3883
3045
3075
3106
2824
2852
2881
2600
2626
2652
960
970
979
910
919
928
Jisc eCollections: Historical Texts & Journal Archives for HE
Band
1
2
3
4
Jisc e-Collections Sub Licence
18
8/14-7/15 £
8/15-7/16 £
8/16-7/17 £
3964
4003
4043
3563
3598
3634
3180
3212
3244
2894
2923
2952
5
6
7
8
9
10
2474
1979
1836
1690
624
592
2499
1999
1854
1707
630
597
2524
2019
1872
1724
637
603
Jisc eCollections: MediaHub & Journal Archives for HE
Band
1
2
3
4
5
6
7
8
9
10
8/14-7/15 £
8/15-7/16 £
8/16-7/17 £
3964
4003
4043
3563
3598
3634
3180
3212
3244
2894
2923
2952
2474
2499
2524
1979
1999
2019
1836
1854
1872
1690
1707
1724
624
630
637
592
597
603
Jisc eCollections: Journal Archives and Historical Texts
for FE
Band
C
D
E
F
G
H
I
J
5.
8/14-7/15 £
309
207
210
177
138
105
105
105
8/15-7/16
8/16-7/17
£
£
312
315
209
211
212
214
179
181
139
141
106
107
106
107
106
107
Invoices shall be due and payable by the Sub-Licensee no later than thirty (30) days after being
issued by Jisc Collections.
Jisc e-Collections Sub Licence
19
ANNEX 1: JOURNAL ARCHIVES AND HISTORICAL TEXTS SUBSCRIPTION ORDER AND
ACCEPTANCE FORM
Jisc e-Collections Sub Licence
20
JISC ECOLLECTIONS: MEDIAHUB SUB-LICENCE AGREEMENT
JISC COLLECTIONS AND JANET LIMITED (TRADING AS JISC COLLECTIONS) (Company
Number 2881024), a company incorporated in England and Wales and limited by guarantee whose
registered offices is at Lumen House, Library Avenue, Harwell Oxford, Didcot, Oxfordshire, OX11 0SG
("Jisc Collections")
OFFERS to you, the Sub-Licensee, the permission to access and use the Licensed Material on the terms and
conditions as set out in this Sub-Licence. Upon completion of the Subscription Order and Acceptance Form (as
hereafter defined), as part of the Jisc Collections Online Ordering Service your institution will become a nonexclusive Sub-Licensee of Jisc Collections.
Acceptance of this Sub-Licence will be by receipt of the Order Confirmation Email (Jisc Collections) (as hereafter
defined) by Jisc Collections as part of the Jisc Collections Online Ordering Service. Acceptance shall be acceptance
of all terms of this Sub-Licence and no variation or counter offer will be accepted by Jisc Collections. In the event
that no or partial compliance is made as to the manner or form described for acceptance, no sub-licence will be
granted and this offer is deemed withdrawn.
RECITALS
WHEREAS the MediaHub is an online information service providing discovery and access to a range of highquality content for use in teaching, learning and research. MediaHub focuses on the needs of UK Higher and Further
Education;
AND WHEREAS the MediaHub and all Intellectual Property Rights (as hereafter defined) therein are either owned
by or licensed to Jisc Collections and/or the Publishers;
AND WHEREAS Jisc Collections has developed an online ordering service; the ‘Jisc Collections Online Ordering
Service’, whereby nominated persons can place, order, and manage subscriptions online on behalf of their
institution, which will be used in connection with this Agreement;
AND WHEREAS by agreements between a variety of Publishers (as hereafter defined) and Jisc Collections, Jisc
Collections is permitted to sub-license the access and use of the material in the MediaHub to Sub-Licensees in
accordance with the terms of this Sub-Licence.
JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:
1.
DEFINITIONS
1.1
In this Sub-Licence, the following expressions shall have the following meanings:
"Authorised Users"
means individuals who are authorised by the Sub-Licensee to access the SubLicensee’s information services whether on-site or off-site via Secure
Authentication and who are affiliated to the Sub-Licensee as a current student
(including but not limited to undergraduates and postgraduates), member of staff
(whether on a permanent or temporary basis including retired members of staff
and any teacher who teaches Authorised Users) or contractor of the SubLicensee. Persons who are not a current student, member of staff or a contractor
of the Sub-Licensee, but who are permitted to access the Sub-Licensee’s
Jisc e-Collections Sub Licence
21
information services from computer terminals or otherwise within the physical
premises of the Sub-Licensee ["Walk-In Users"] are also deemed to be
Authorised Users, only for the time they are within the physical premises of the
Sub-Licensee. Walk-In Users may not be given means to access the Licensed
Material when they are not within the physical premises of the Sub-Licensee.
For the avoidance of doubt, Walk-In Users may not be given access to the
Licensed Material by any wireless network provided by the Sub-Licensee unless
such network is a Secure Network.
"Service Charges"
means the charges and payment terms as set out in Clause 8.
"Commercial Use"
means use of the Licensed Material for the purpose of monetary reward
(whether by or for the Sub-Licensee or an Authorised User) by means of the sale,
resale, loan, transfer, hire or other form of exploitation of the Licensed Material
For the avoidance of doubt, neither the recovery of direct cost by the SubLicensee from Authorised Users, nor use by the Sub-Licensee or Authorised
Users of the Licensed Material in the course of research funded by a commercial
organisation is deemed to constitute Commercial Use.
"Educational Purposes"
means for the purpose of education, teaching, distance learning, private study
and/or research.
"HEFCE"
means the Higher Education Funding Council for England.
"Intellectual Property
Rights"
"ITN Archive"
means patents, trademarks, trade names, design rights, copyright (including
rights in computer software and moral rights), database rights, rights in knowhow and other intellectual property rights, in each case whether registered or
unregistered and including applications for the grant of any of the foregoing and
all rights or forms of protection having equivalent or similar effect to any of the
foregoing which may subsist anywhere in the world.
means the Newsroom online ITN and Reuters news archive of video and other
films as selected by HEFCE in 2003.
"ITN Archive Third Party
Material"
means the material as selected by the Sub-Licensee from the ITN archive in
respect of which rights of use or exploitation by the Sub-Licensee for the
purposes as envisaged by this Agreement are not owned by or licensed to ITN,
including (a) footage obtained by ITN from third parties; (b) all other materials
expressly stated in the records of the ITN Archive to be owned and controlled by
a third party; and (c) all still photographs, artistic works, musical works, lyrics,
sound recordings and performances contained in the ITN Archive.
"Jisc Collections Online
Ordering Service"
means the online subscription ordering service developed by Jisc Collections The
Jisc Collections Online Ordering Service can be found at www.jisccollections.ac.uk.
"Licensed Material"
means the material licensed in this Sub-Licence being a range of high-quality
Jisc e-Collections Sub Licence
22
multimedia content for use in teaching, learning and research.
"Metadata"
means the textual information that describes the creation, content, or context of
an image (e.g. date of creation, subject matter, location of digital file,
ownership). Metadata refers to the metadata supplied by Publishers and/or
created by Authorised Users.
"Modifications"
means alterations, additions to, deletion from, manipulations and/or
modifications of parts of the Metadata in accordance with section 21 of the
Copyright, Designs and Patents Act 1988.
"Modify"
means to alter, add to, delete from, manipulate and/or modify parts of the
Metadata.
"Order Confirmation
Email (Institution)"
means the email to the Sub-Licensee, automatically generated by the Jisc Online
Ordering Service after the Sub-Licensee has completed the Subscription Order
and Acceptance Form, confirming that the Sub-Licensee has placed the order,
the start and end date of the subscription period and that the Licensee has agreed
to the terms and conditions of the Sub-Licence.
"Order Confirmation
Email (Jisc Collections)" means the email to Jisc Collections, automatically generated by the Jisc Online
Ordering Service after the Sub-Licensee has completed the Subscription Order
and Acceptance Form, confirming that the Sub-Licensee has placed the order,
the start and end date of the subscription period and that the Sub-Licensee has
agreed to the terms and conditions of the Sub-Licence.
"Publishers"
means the publishers that have agreed to have their material included in the
MediaHub, being; Amber Films, Associated Press, Biochemical Society,
Education Distribution Services Ltd, Educationals & Television Films Ltd,
Endeavour London Ltd, Fitzwilliam Museum, GovEd Communications, Imperial
War Museum, Independent Television News Ltd, Institution of Engineering &
Technology, ITV Studios/Anglia Television, Kindit Ltd, National Library of
Scotland, North Highland College, St Georges Hospital Medical School, The
Royal Geographical Society, University of Brighton, Wellcome Trust
"Secure Authentication" means access to the Licensed Material by UK Access Management Federation
compliant technology, Internet Protocol (“IP”) ranges or by another means of
authentication agreed between the Publisher and Jisc Collections.
"Secure Network"
means a network which is only accessible by Secure Authentication.
"Sub-Licensee"
means the sub-licensee whose details are set out in the Subscription Order and
Acceptance Form, as part of the Jisc Collections online ordering service which
can be found at www.jisc-collections.ac.uk. a sample copy of the form is
attached hereto and made a part hereof.
"Subscription Order
and Acceptance Form"
means the form used by Jisc Collections as part of the Jisc Collections Online
Ordering Service. A sample copy of the form is attached hereto in Annex 1.
Once the completed form has been received by the Jisc Collections Online
Ordering Service, the system automatically generates an Order Confirmation
Email (Institution) to the Sub-Licensee and an Order Confirmation Email (Jisc
Collection) to Jisc Collections repeating the information on the form regarding
Jisc e-Collections Sub Licence
23
the name of the Sub-Licensee, the resource, the start and end date of the
subscription period and confirming the date on which the Sub-Licensee accepted
the terms and conditions of the Sub-Licence.
1.2
Headings contained in this Sub-Licence are for reference purposes only and shall not be deemed to be an
indication of the meaning of the clause to which they relate.
1.3
Where the context so implies, words importing the singular number shall include the plural and vice versa
and words importing the masculine shall include the feminine and vice versa.
2.
GRANT OF SUB-LICENCE
2.1
The Sub-Licensee agrees to pay the Charges, in consideration of which Jisc Collections agrees to grant to
the Sub-Licensee a non-exclusive sub-licence to access and use the Licensed Material and to allow
Authorised Users to access and use the Licensed Material throughout the term of this Sub-Licence by
Secure Authentication for Educational Purposes only.
3.
USE OF THE LICENSED MATERIAL
3.1
Throughout the term of this Sub-Licence the Sub-Licensee may for Educational Purposes only:
3.1.1
make such temporary local electronic copies of all or part of the Licensed Material as are
necessary to ensure efficient use by Authorised Users, provided that such use is subject to all the
terms and conditions of this Sub-Licence
3.1.2
allow Authorised Users to access the Licensed Material, Modifications and Metadata by Secure
Authentication in order to search, retrieve, view, display and otherwise use the Licensed Material
in accordance with this Sub-Licence;
3.1.3
allow Authorised Users to Modify the Metadata supplied as part of the Licensed Material and to
create new Metadata of the Licensed Material;
3.1.4
allow Authorised Users to download and electronically save parts of the Licensed Material,
Metadata and Modifications;
3.1.5
allow Authorised Users to print out parts of the Licensed Material, Metadata and Modifications;
3.16
supply to an authorised user of another library (whether by post, fax or secure electronic
transmission, using Ariel software or its equivalent, whereby the electronic file is deleted
immediately after printing) a single paper copy of an electronic original of parts of the Licensed
Material;
3.1.7
incorporate parts of the Licensed Material, Metadata and Modifications for use by Authorised
Users in printed and electronic course packs, study packs, resource lists and in any other material
(including but not limited to multi-media works) to be used in the course of instruction and/or in
virtual and managed environments (including but not limited to virtual learning environments,
managed learning environments, virtual research environments and library environments) hosted
on a Secure Network. Each item shall carry appropriate acknowledgement of the source, listing
title and copyright owner. Course packs in non-electronic non-print perceptible form, such as
Braille, may also be offered to Authorised Users;
Jisc e-Collections Sub Licence
24
3.1.8
allow Authorised Users to incorporate parts of the Licensed Material, Metadata and Modifications
in printed or electronic form in assignments and portfolios, theses and in dissertations (“the
Academic Works”), including reproductions of the Academic Works for personal use and library
deposit, if such use conforms to the customary and usual practice of the Sub-Licensee.
Reproductions in printed or electronic form of Academic Works may be provided to sponsors of
such Academic Works. Each item shall carry appropriate acknowledgement of the source and
copyright owner;
3.1.9
allow Authorised Users to incorporate parts of the Licensed Material, Metadata and Modifications
in printed or electronic form in showreels, resumes and competition entries within an educational
setting. Each item shall carry appropriate acknowledgment of the source and copyright owner;
3.1.10
use or allow Authorised Users to use parts of the Licensed Material, Metadata and Modifications
in any electronic or print media, including advertising and editorial use. Each item shall carry
appropriate acknowledgment of the source and copyright owner;
3.1.11
display, download and print parts of the Licensed Material for the purpose of promotion of the
Licensed Material, testing of the Licensed Material, or for training Authorised Users;
3.1.12
allow Authorised Users to publicly display or publicly perform parts of the Licensed Material and
Modifications as part of a presentation at a seminar, or workshop. Each item shall carry
appropriate acknowledgment of the source and copyright owner;
3.1.13
make such copies of training material and network such training material as may be required for
the purpose of using the Licensed Material in accordance with this Sub-Licence;
3.1.14
deposit in perpetuity the learning and teaching objects as referred to in Clause 3.1.7 in electronic
repositories operated by the Sub-Licensee on a Secure Network. The access and use of such
learning and teaching objects shall be governed by the terms and conditions of the applicable
repository;
3.1.15
deposit in perpetuity the learning and teaching objects as referred to in Clause 3.1.7 in the JORUM
Repository. The access and use of such learning and teaching objects shall be governed by the
terms and conditions of the JORUM Repository;
3.1.16
mount and use the Metadata in bespoke and commercially available library systems to manage
library operations; and
3.1.17
use parts of the Licensed Material, Metadata and Modifications for any other uses provided such
uses are approved in writing by the Publishers.
3.2
This Sub-Licence shall be deemed to complement and extend the rights of the Institution and Authorised
Users under the Copyright, Designs and Patents Act 1988 and the Copyright (Visually Impaired Persons)
Act 2002 and nothing in this Sub-Licence shall constitute a waiver of any statutory rights held by the
Institution and Authorised Users from time to time under these Acts or any amending legislation.
4.
RESTRICTIONS
4.1
Save as provided herein, the Sub-Licensee and Authorised Users may not:
Jisc e-Collections Sub Licence
25
4.1.1
sell or resell the Licensed Material, Metadata and Modifications unless the Sub-Licensee or an
Authorised User has been granted prior written consent by Publishers to do so;
4.1.2
remove, obscure or modify copyright notices, text acknowledging or other means of
identification or disclaimers as they appear other than Metadata;
4.1.3
alter, adapt or modify the Licensed Material (save for the Metadata), except to the extent necessary
to make it perceptible on a computer screen, or as otherwise permitted in this Agreement. For the
avoidance of doubt, no alteration of the words or their order is permitted;
4.1.4
display or distribute any part of the Licensed Material, Metadata and Modifications on any
electronic network, including without limitation the Internet and the World Wide Web, and any
other distribution medium now in existence or hereinafter created, other than by a Secure
Network;
4.1.5
use all or any part of the Licensed Material for any Commercial Use or for any purpose other than
Educational Purposes.
4.2
This Clause 4 shall survive termination of this Sub-Licence for any reason.
5.
RESPONSIBILITIES OF THE SUB-LICENSEE
5.1
The Sub-Licensee will:
5.1.1
issue passwords or other access information only to Authorised Users and use all reasonable
efforts to ensure that Authorised Users do not divulge their passwords or other access information
to any third party;
5.1.2
use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed
Material;
5.1.3
use all reasonable efforts to ensure that all Authorised Users are made aware of and undertake to
abide by the terms of this Sub-Licence;
5.1.4
use all reasonable efforts to monitor compliance with the terms of this Sub-Licence and notify
Publisher and Jisc Collections immediately and provide full particulars on becoming aware of any
of the following (a) any unauthorised access to or use of the Licensed Material or unauthorised use
of any of the Sub-Licensee's password(s); or (b) any breach by an Authorised User of the terms of
this Sub-Licence. Upon becoming aware of any breach of the terms of this Sub-Licence the SubLicensee further agrees promptly to fully investigate and initiate disciplinary procedures in
accordance with the Sub-Licensee's standard practice and use all reasonable effort to ensure that
such activity ceases and to prevent any recurrence;
5.1.5
comply with all computer security procedures required by Jisc Collections and/or a third party
duly appointed by Jisc Collections and take all reasonable steps to ensure the security of the
Licensed Material; and
5.1.6
provide lists of valid IP addresses to Jisc Collections and update those lists on a regular basis the
frequency of which will be agreed by the parties from time to time.
Jisc e-Collections Sub Licence
26
6.
RESPONSIBILITIES OF JISC COLLECTIONS
6.1
Jisc Collections shall use all reasonable efforts to ensure access and use of the Licensed Material in
accordance with the provisions as laid down in this Sub-Licence.
6.2
Jisc Collections shall use all reasonable efforts to cause customer support services to be provided to the
Sub-Licensee and to Authorised Users.
7.
USAGE DATA
7.1
The parties shall co-operate in gathering any data on usage of the Licensed Material that is available to
them during the term of this Sub-Licence, and shall provide such data to each other upon request.
Notwithstanding the foregoing, the parties shall make reasonable endeavours to comply with relevant data
protection legislation.
8.
SERVICE CHARGES
8.1
The Sub-Licensee will pay to Jisc Collections the total sum of the Charges for the whole term of this SubLicence in accordance with the applicable Jisc Collections charging band. Jisc Collections will invoice the
Sub-Licensee annually for the applicable charge as set out in Schedule 1. All prices are exclusive of VAT,
which will be payable where applicable.
8.2
The Charges shall be subject to review on the expiry of the period specified in Clause 9.1. Jisc Collections
shall act reasonably in seeking to agree an appropriate level of Charges for the following subscription
period.
8.3
In the event that the Sub-Licensee completes the Subscription Order and Acceptance Form during a given
year, the Sub-Licensee shall pay Jisc Collections that part of the applicable charge which represents the
period covering the date as set out in the Subscription Order and Acceptance Form up to the date where the
next 12 months subscription period starts. Thereafter the Sub-Licensee will pay Jisc Collections the full
applicable charges for subsequent years as and where applicable.
8.4
Invoices shall be due and payable no later than thirty (30) days after being issued by Jisc Collections.
9.
TERM AND TERMINATION
9.1
The term of this Sub-Licence will commence upon the start date as set out in the Subscription Order and
Acceptance Form (and subsequently in the Order Confirmation Email (Institution) and Order Confirmation
Email (Jisc Collections) and will remain in full force and effect until the end date as set out in such
Subscription Order and Acceptance Form, unless terminated earlier as provided for in this Clause 9.
9.2
The Sub-Licensee may terminate this Agreement without cause on the anniversary date as set out in the
Subscription Order and Acceptance Form (and subsequently in the Order Confirmation Email (Institution)
by giving Jisc Collections sixty days’ notice to that effect.
9.3
Jisc Collections may terminate this Agreement without cause on the anniversary date as set out in the
Subscription Order and Acceptance Form by giving the Sub-Licensee sixty days’ notice to that effect.
9.4
Either party may terminate this Sub-Licence at any time on the material breach or repeated other breaches
by the other of any obligation on its part under this Sub-Licence by serving a written notice on the other
identifying the nature of the breach. The termination will become effective thirty days after receipt of the
Jisc e-Collections Sub Licence
27
written notice unless during the relevant period of thirty (30) days the defaulting party remedies the breach.
9.5
Notwithstanding anything to the contrary herein, this Sub-Licence will be treated as if terminated if an
agreement between one of the Publishers contributing to the MediaHub and Jisc Collections terminates
until Jisc Collections or the Publisher remedies the breach. Jisc Collections will notify the Sub-Licensee of
such termination and when it has remedied the breach. Jisc Collections shall make reasonable endeavours
not to cause the agreements between the Publishers and Jisc Collections to terminate.
9.6
Further, notwithstanding anything to the contrary herein, upon a breach by the Sub-Licensee, on-line access
to the Licensed Material shall be terminated.
9.7
Upon termination of this Sub-Licence, Metadata, Modifications, and copies of parts of the Licensed
Material, Modifications and Metadata made by the Sub-Licensee or Authorised Users may be retained.
Such copies may be used after termination of this Agreement subject to the terms of Clauses 3 and 4 of this
Sub-Licence, which terms shall survive any termination of this Sub-Licence.
10.
ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
10.1
Save for the ITN Archive Third Party Material and save as provided in Clause 10.2, the Sub-Licensee
acknowledges that the Intellectual Property Rights in the Licensed Material are the sole and exclusive
property of the Publishers or are duly licensed to Publishers and that this Sub-Licence does not assign or
transfer to the Sub-Licensee any right, title or interest therein except for the right to use the Licensed
Material in accordance with the terms and conditions of this Sub-Licence.
10.2
Any and all Intellectual Property Rights in the metadata generated by the Sub-Licensee and/or end-users
shall be the property of the Sub-Licensee and/or such end-users.
11.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
11.1
The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and
perform its obligations under this Sub-Licence.
11.2
Save as provided for 10.1 and in 10.2, Jisc Collections represents and warrants that it has the right to grant
the Sub-Licence and that the use of the Licensed Material by the Sub-Licensee and Authorised Users in
accordance with the terms of this Sub-Licence shall not infringe the copyright of any third party. The
foregoing shall not apply to improper usage of the Licensed Material by the Sub-Licensee or Authorised
Users. Jisc Collections makes no representation or warranty, and expressly disclaims any liability with
respect to the content of the Licensed Material, including but not limited to errors or omissions contained
therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure
of confidential information.
11.3
Jisc Collections does not warrant or make any representation of any kind to the Sub-Licensee and its
Authorised Users in respect of the ITN Archive Third Party Rights.
11.4
The Sub-Licensee agrees to notify the respective Publisher and Jisc Collections within 48 hours and
provide full particulars in the event that it becomes aware of any actual or threatened claims by any third
party in connection with the works of such Publisher contained in the Licensed Material. It is expressly
agreed that upon such notification, or if a Publisher becomes aware of such a claim from other sources,
Jisc e-Collections Sub Licence
28
such Publisher may remove such work(s) from the Licensed Material. At the request of such Publisher, the
Sub-Licensee will make all reasonable efforts to remove such work(s) from any copies of the Licensed
Material maintained by the Sub-Licensee. Failure to report knowledge of any actual or threatened claim by
any third party shall be deemed a material breach of this Sub-Licence.
11.5
Nothing in this Sub-Licence shall make the Sub-Licensee liable for breach of the terms of this Sub-Licence
by any Authorised User provided that the Sub-Licensee did not cause, knowingly assist or condone the
continuation of such breach after becoming aware of an actual breach having occurred.
11.6
Subject to the above and to the extent permitted by law, Jisc Collections shall not be liable to the SubLicensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or
consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought
by a third party.
11.7
Jisc Collections reserve the right to remove content, or to change the metadata, presentation, user facilities
or availability of parts of the Licensed Material and to make changes in any software used to deliver the
Licensed Material at their sole discretion. Jisc Collections will notify the Sub-Licensee of any substantial
change to the Licensed Material.
11.8
Other than the express warranties stated in this Clause 11, the Licensed Material is provided on an “as is”
basis, and Jisc Collections disclaims any and all other warranties, conditions, or representations (express,
implied, oral or written), relating to the Licensed Material or any part thereof, including, without limitation,
any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.
Jisc Collections further expressly disclaims any warranty or representation to Authorised Users, or to any
third party. Jisc Collections accepts no liability for loss suffered or incurred by the Sub-Licensee or
Authorised Users as a result of their reliance on the Licensed Material.
11.9
The Sub-Licensee represents to Jisc Collections that its computer system through which the Licensed
Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material
by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of
use of the Licensed Material; and that during the term of this Sub-Licence, the Sub-Licensee will continue
to make all reasonable efforts to bar non-permitted access and to convey appropriate use information to its
Authorised Users.
11.10
Jisc Collections and the Sub-Licensee do not seek to exclude liability under this Agreement for fraud or for
personal injury or death caused by its negligence and the negligence of its employees, authorised subcontractors and agents.
12.
FORCE MAJEURE
12.1
Either party’s failure to perform any term or condition of this Sub-Licence as a result of circumstances
beyond the control of the relevant party (including without limitation, war, strikes, flood, governmental
restrictions, and power, telecommunications or Internet failures or damages to or destruction of any
network facilities) ["Force Majeure"] shall not be deemed to be, or to give rise to, a breach of this SubLicence.
12.2
If either party to this Sub-Licence is prevented or delayed in the performance of any of its obligations under
this Sub-Licence by Force Majeure and if such party gives written notice thereof to the other party
specifying the matters constituting Force Majeure together with such evidence as it reasonably can give and
specifying the period for which it is estimated that such prevention or delay will continue, then the party in
question shall be excused the performance or the punctual performance as the case may be as from the date
Jisc e-Collections Sub Licence
29
of such notice for so long as such cause of prevention or delay shall continue.
13.
ASSIGNMENT
13.1
Neither this Sub-Licence nor any of the rights and obligations under it may be assigned or sub-licensed by
the Sub-Licensee without obtaining the prior written consent of Jisc Collections, such consent not to be
unreasonably withheld or delayed. In any permitted assignment, the assignor shall procure and ensure that
the assignee shall assume all rights and obligations of the assignor under this Sub-Licence and agrees to be
bound to all the terms of this Sub-Licence.
14.
GOVERNING LAW AND DISPUTE RESOLUTION
14.1
This Sub-Licence shall be governed by and construed in accordance with English law and the parties
irrevocably agree that any dispute arising out of or in connection with this Sub-Licence will be subject to
and within the jurisdiction of the English courts.
14.2
Where the parties agree that a dispute arising out of or in connection with this Sub-Licence would best be
resolved by the decision of an expert, they will agree upon the nature of the expert required and together
appoint a suitable expert by agreement. In default of agreement upon whom to appoint as a suitable expert,
such expert shall upon the request of either party be appointed by the Chair for the time being of
Universities UK (http://www.universities.ac.uk).
14.3
Any person to whom a reference is made under Clause 14.2 shall act as expert and not as an arbitrator and
his decision (which shall be given by him in writing and shall state the reasons for his decision) shall be
final and binding on the parties except in the case of manifest error or fraud.
14.4
Each party shall provide the expert with such information and documentation as he may reasonably require
for the purposes of his decision.
14.5
The costs of the expert shall be borne by the parties in such proportions as the expert may determine to be
fair and reasonable in all circumstances or, if no determination is made by the expert, by the parties in equal
proportions.
15.
NOTICES
15.1
All notices required to be given under this Sub-Licence shall be given in writing in English and sent by
electronic mail, fax or first class registered or recorded delivery to the relevant addressee at its address set
out below, or to such other address as may be notified by either party to the other from time to time under
this Sub-Licence, and all such notices shall be deemed to have been received (a) 24 hours after successful
transmission in the case of electronic mail or fax; (b) fourteen (14) days after the date of posting in the case
of first class registered or recorded delivery:
if to Jisc Collections/Publisher:
Jisc e-Collections Sub Licence
Lorraine Estelle
Chief Executive Officer
Jisc Collections
Brettenham House South
5 Lancaster Place
London WC2E 7EN
30
l.estelle@jisc.ac.uk
if to the Sub-Licensee:
[As stated in the Subscription Order and Acceptance Form]
16.
GENERAL
16.1
This Sub-Licence, its Schedules and Annexes constitute the entire agreement between the parties relating to
the Licensed Material and supersede 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 of
both parties in writing.
16.2
The Schedules shall have the same force and effect as if expressly set in the body of this Sub-Licence and
any reference to this Sub-Licence shall include the Schedules.
16.3
The invalidity or unenforceability of any provision of this Sub-Licence shall not affect the continuation in
force of the remainder of this Sub-Licence.
16.4
The rights of the parties arising under this Sub-Licence shall not be waived except in writing. Any waiver
of any of a party's rights under this Sub-Licence or of any breach of this Sub-Licence by the other party
shall not be construed as a waiver of any other rights or of any other or further breach. Failure by either
party to exercise or enforce any rights conferred upon it by this Sub-Licence shall not be deemed to be a
waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time
or times.
Jisc e-Collections Sub Licence
31
SCHEDULE 1 – SERVICE CHARGES AND PAYMENT TERMS
1.
By completing the Subscription Order and Acceptance Form as part of the Jisc Collections Online Ordering
Service, the Sub-Licensee accepts the terms of this Sub-Licence and accepts that it must pay to Jisc Collections
the total sum of the Service Charge(s) for the whole term of this Sub-Licence in accordance with the applicable
Jisc Collections charging band. Jisc Collections will invoice the Sub-Licensee annually for the applicable
charge as set out below. All prices are exclusive of VAT, which will be payable where applicable.
2.
For the avoidance of doubt 1 the term of this Sub-Licence will commence upon the date as set out in the
Subscription Order and Acceptance Form and will remain in full force and effect until the date of termination
as set out in Clause 9.
3.
In the event that the Sub-Licensee completes the Subscription Order Confirmation and Acceptance Form
during a given year, the Sub-Licensee shall pay Jisc Collections Online Ordering Service that part of the
applicable Charge which represents the period covering the date as set out in the Subscription Order and
Acceptance Form up to the date where the next 12 months subscription period starts. Thereafter the SubLicensee will pay to Jisc Collections the full applicable Charge(s) for subsequent years as and where
applicable.
4.
4.
Jisc eCollections for HE
Band
8/14-7/15 £
8/15-7/16 £
8/167/17
£
1
6098
6159
6220
2
5481
5536
5591
3
4892
4941
4991
4
4452
4497
4541
5
3806
3844
3883
6
3045
3075
3106
7
2824
2852
2881
8
2600
2626
2652
9
960
970
979
10
910
919
928
Jisc eCollections: Historical Texts & Journal Archives for HE
Band
8/14-7/15 £
8/15-7/16 £
8/167/17
£
1
3964
4003
4043
2
3563
3598
3634
3
3180
3212
3244
4
2894
2923
2952
5
2474
2499
2524
Jisc eCollections: Journal Archives and Historical Texts Sub-Licence
6
1979
1999
2019
7
1836
1854
1872
8
1690
1707
1724
9
624
630
637
10
592
597
603
Jisc eCollections: MediaHub & Journal Archives for HE
Band
8/14-7/15 £
8/15-7/16 £
8/16-7/17 £
1
3964
4003
4043
2
3563
3598
3634
3
3180
3212
3244
4
2894
2923
2952
5
2474
2499
2524
6
1979
1999
2019
7
1836
1854
1872
8
1690
1707
1724
9
624
630
637
10
592
597
603
Jisc eCollections: Journal Archives and Historical Texts for FE
Band
C
D
E
F
G
H
I
J
8/14-7/15 £
8/15-7/16 £
8/16-7/17 £
309
312
315
207
209
211
210
212
214
177
179
181
138
139
141
105
106
107
105
106
107
105
106
107
Jisc eCollections: MediaHub for FE
The Service Charge for MediaHub for FE is set at zero.
5.
Invoices shall be due and payable by the Sub-Licensee no later than thirty (30) days after being issued by Jisc
Collections.
Jisc eCollections: Journal Archives and Historical Texts Sub-Licence
ANNEX 1: JISC ECOLLECTIONS: MEDIAHUB SUBSCRIPTION ORDER AND ACCEPTANCE FORM
Jisc eCollections: Journal Archives and Historical Texts Sub-Licence