SCHEDULE 4 A: SUB-LICENCE AGREEMENT (INSTITUTIONS,
ARCHIVES AND RECORD OFFICES IN THE UK)
DATED
2009
JISC COLLECTIONS
-and[INSTITUTION]
________________________________________
19TH CENTURY PAMPHLETS COLLECTION SUB- LICENCE AGREEMENT
________________________________________
19th CENTURY PAMPHLETS COLLECTION SUB-LICENCE AGREEMENT
THIS AGREEMENT is made
day of
2009
BETWEEN:
THE JISC CONTENT PROCUREMENT COMPANY LIMITED
(TRADING AS JISC COLLECTIONS) (Company Number
05747339), a company incorporated in England and Wales and
limited by guarantee whose registered offices is at Ground Floor,
Brettenham House South, Lancaster Place, London WC2E 7EN
("JISC Collections").
AND
[INSTITUTION insert full contractual name] of [full address]
("Licensee").
RECITALS
WHEREAS HEFCE (as hereafter defined), on behalf of all the Funding Bodies (as
hereafter defined) is funding the digitisation of a collection of 19 th Century
Pamphlets as part of the CSR Digitisation Programme
AND WHEREAS JSTOR, a part of Ithaka, is a not-for-profit organization that, in
furtherance of its mission, has built a preservation and delivery platform from
which JSTOR is able to host, ensure the long term preservation of, and make the
19th Century Pamphlets Collection available in accordance with this Agreement;
AND WHEREAS the 19th Century Pamphlets Collection and all Intellectual
Property Rights (as hereafter defined) therein are owned by or licensed to JSTOR;
AND WHEREAS by an agreement between RLUK, JSTOR and JISC Collections
(the "19th Century Pamphlets Collection Licence Agreement"), JISC Collections is
permitted to license the access and use of the 19th Century Pamphlets Collection
via the JSTOR platform to Licensees in accordance with the terms of this Licence;
JISC COLLECTIONS AND THE LICENSEE AGREE AS FOLLOWS:
1. DEFINITIONS
1.1
In this Licence, the following expressions shall have the following
meanings:
"Authorised
Users"
means individuals who are authorised by the Licensee to access such
Licensee’s information services whether on-site or off-site via Secure
Authentication and who are affiliated to the 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 in the United Kingdom) or contractor
of the Licensee. Persons who are not a current student, member of
staff or a contractor of the Licensee, but who are permitted to
access the Licensee’s information services from computer terminals
or otherwise within the physical premises of the Licensee ["Walk-In
Users"] are also deemed to be Authorised Users, only for the time
they are within the physical premises of the Licensee. Walk-In Users
may not be given means to access the Licensed Work when they are
not within the physical premises of the Licensee. For the avoidance
of doubt, Walk-In Users may not be given access to the Licensed
Work by any wireless network provided by the Licensee unless such
network is a Secure Network and such access is available solely on
the premises of the Licensee.
"Commercial
Use"
means the use of the whole or parts of the Licensed Work for any
reason that generates a profit, or that involves the sale of the whole
or parts of the Licensed Work, fee-for-service use of the Licensed
Work, bulk reproduction or distribution of the whole or parts of the
Licensed Work in any form, or special charges beyond reasonable
printing or administrative costs. For the avoidance of doubt, neither
the recovery of direct cost by the Licensee from Authorised Users,
nor use by the Licensee or Authorised Users of the Licensed Work in
the course of research funded by a commercial organisation is
deemed to constitute Commercial Use.
"DCELLS"
means the Department for Children, Education, Lifelong Learning
and Skills.
"DEL"
means the Department for Employment and Learning.
"Educational
Purposes"
means use for the purpose of education, teaching, distance learning,
private study and/or research.
“Fee”
means the fee as set out in Schedule 1.
"Funding
Body(ies)"
means singly any one of HEFCW, DEL, LSC, DCELLS, SFC and HEFCE
(including in each case any successor body taking on any relevant
function of any of these bodies) and in the plural these bodies
collectively.
"HEFCE"
means the Higher and Further Education Council for England.
"HEFCW"
means the Higher Education Funding Council for Wales.
"Intellectual
Property Rights"
means patents, trademarks, trade names, design rights, copyright
(including rights in computer software and moral rights), database
rights, rights in know-how 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.
"JISC
Collections"
means the JISC Content Procurement Company Limited which is a
company limited by guarantee (registered number 05747339) with
registered offices at Ground Floor, Brettenham House South,
Lancaster Place, London WC2E 7EN.
"JORUM
Repository"
means the central repository of learning and teaching material
funded by the UK funding bodies.
"Licensed Work"
means the collection of encodings of pamphlets known to the Parties
as ‘the 19th Century Pamphlets Collection’.
"LSC"
means the Learning and Skills Council.
"Secure
Authentication"
means access to the Licensed Work by Athens authentication or
Shibboleth technology based authentication, Internet Protocol (“IP”)
ranges or by a user name and password provided by the Licensee or
by another means of authentication agreed between JISC Collections
and JSTOR and the Licensee which limits access to the Licensed
Work to Authorised Users.
"Secure
Network"
means a network which is only accessible by Secure Authentication.
"SFC"
means the Scottish Funding Council.
1.2
Headings contained in this Agreement 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 LICENCE
2.1
In consideration for the Fee, JISC COLLECTIONS hereby grants the
Licensee a non-exclusive non-transferable licence to access and use the
Licensed Work and to allow Authorised Users to access and use the
Licensed Work on the terms and conditions as set out in this Licence.
3. USE OF THE LICENSED WORK
3.1
Throughout the term of this Agreement the Licensee may, in accordance
with the terms and conditions of this Licence for Educational Purposes and
not for Commercial Use:
3.1.1 make such temporary ephemeral electronic copies of the
Licensed Work as are necessary to ensure efficient use by
Authorised Users, provided such use is subject to all the terms and
conditions of this Licence;
3.1.2 allow Authorised Users to access the Licensed Work by means
of a Secure Network in order to search, view, retrieve and display,
and otherwise use portions thereof;
3.1.3 allow Authorised Users to electronically save pamphlets or
part of pamphlets from the Licensed Work;
3.1.4 allow Authorised Users to print out copies of a pamphlet or
pamphlets from the Licensed Work;
3.1.5 incorporate parts of the Licensed Work 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.
3.1.6 allow Authorised Users to incorporate parts of the pamphlets in the
Licensed Work 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 Licensee
provided that by so doing parts of the Licensed Work will not be accessible
to persons who are not Authorised Users except that 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, listing title and copyright owner;
3.1.7 display, download, print parts of the Licensed Work for the
purpose of promotion of the Licensed Work to Authorised Users,
testing of the product, or for training Authorised Users;
3.1.8 publicly display or publicly perform as part of a professional
presentation at a seminar, conference, or workshop, or other such
similar professional activity;
3.1.9 make such copies of and network training material as may be
required for the purpose of using the Licensed Work in accordance
with this Agreement;
3.1.10 deposit in perpetuity the learning and teaching objects as referred
to in Clause 3.1.5 in electronic repositories operated by the Licensee on a
Secure Network and in the JORUM Repository. The access and use of such
learning and teaching objects shall be governed by the terms and
conditions of the applicable repository; and
3.1.11 use pamphlets within the Licensed Work for the purpose of
fulfilling occasional requests from other institutions in the United
Kingdom, a practice commonly called Interlibrary Loan. The
Licensee may supply (whether by post, fax or secure electronic
transmission, using Ariel software or an equivalent software,
whereby the electronic file is deleted immediately after printing) a
paper copy of an electronic original of a pamphlet of the Licensed
Work.
3.2
Use of the Licensed Work is governed by the terms and conditions of the
Licence.
4. RESTRICTIONS
4.1 Save as provided herein, the Licensee and Authorised Users may not:
4.1.1 sell, resell, redistribute, publish or otherwise make the
information contained in the Licensed Work available in any manner
or on any media to any one other than an Authorised User unless
the Licensee has been granted prior written consent by JSTOR;
4.1.2 remove, obscure or modify copyright notices, text
acknowledging or other means of identification or disclaimers as
they appear;
4.1.3 make printed or electronic copies of multiple extracts of the
Licensed Work for any purpose, beyond those authorised by this
Agreement;
4.1.4 display or distribute any part of the Licensed Work 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 permit anyone other than Authorised Users to access or use
the Licensed Work, or display or otherwise make available the
Licensed Work to anyone other than Authorised Users;
4.1.6 use all or any part of the Licensed Work for any Commercial
Use or for any purpose other than Educational Purposes;
4.1.7 use the Licensed Work beyond what is allowed in this Licence.
4.2 This Clause shall survive termination of this Agreement for any reason.
5. RESPONSIBILITIES OF THE LICENSEE
5.1 The Licensee will:
5.1.1 issue and terminate passwords, if applicable, 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. Notwithstanding the
foregoing, access to the Licensed Work shall be controlled by
JSTOR through IP address authentication and, in addition, by user
name and password via the ATHENS Authentication Service where
that is available to the Licensee, or such other means as JSTOR
may specify. For ATHENS-based access, Licensee must have an
ATHENS domain administrator responsible for maintaining
individual usernames and passwords for Authorised Users. Details
for
ATHENS
administration
are
available
at
http://www.athensams.net/how_athens_works;
5.1.2 use all reasonable efforts to ensure that only Authorised
Users are permitted access to the Licensed Work by means of the
Licensee's Secure Network;
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
Licence;
5.1.4 use all reasonable efforts to protect the Licensed Work from
any use that is not permitted under this Agreement, monitor
compliance and notify JISC Collections and JSTOR immediately and
provide full particulars on becoming aware of any of the following
(a) any unauthorised use of any of the Licensee's password(s); or
(b) any breach by an Authorised User of the terms of this Licence.
Upon becoming aware of any breach of the terms of this Licence
the Licensee, in consultation with JISC Collections and JSTOR,
further agrees promptly to fully investigate and initiate disciplinary
procedures in accordance with the Licensee's standard practice
and/or JISC Collections and JSTOR’s reasonable request 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, including
security procedures hereafter developed, required by JISC
Collections and JSTOR and take all reasonable steps to ensure the
security of the Licensed Work;
5.1.6 provide lists of valid passwords, other than ATHENS
passwords, and, where applicable, sets of IP addresses to JISC
Collections and JSTOR and update those lists on a regular basis the
frequency of which will be agreed by the parties from time to time;
5.1.7 inform JISC Collections and JSTOR if it makes use of a proxy
server to provide access to the Licensed Work, or if it becomes
aware of a proxy server that is providing such access;
5.1.8 ensure that local proxy server bypass lists include
“*.jstor.org” in order to facilitate authentication by bypassing the
national cache; and
5.1.9 be responsible for establishing and maintaining hardware and
Internet access to provide access to and to transmit the Licensed
Work to Authorised Users. Licensee understands that Internet
browser software is required to access the Licensed Work. Licensee
understands that from time to time the Licensed Work may be
added to or modified by JSTOR, that portions of the Licensed Work
may migrate to other formats, and that the hardware platforms and
browsing software required and/or recommended for accessing the
Licensed Work may be updated.
6. RESPONSIBILITIES OF JISC COLLECTIONS
6.1
JISC Collections shall use all reasonable efforts to ensure access and use
of the Licensed Work in accordance with the provisions as laid down in this
Agreement.
6.2
JISC Collections shall use all reasonable efforts to cause support to be
provided to the Licensee and to Authorised Users.
7. USAGE DATA
7.1
JISC Collections will use reasonable efforts to make available to the
Licensee COUNTER compliant usage statistics on a quarterly basis.
8. FEE
8.1
The Licensee shall pay a Fee to JISC Collections for the Licence granted
herein pursuant to the payments and terms of payments as set out in
Schedule 1.
8.2
The Licensee shall be responsible for all costs associated with establishing
access to the Licensed Work as set forth in Clause 5.1.9 above, including
but not limited to telecommunications or other charges imposed by
carriers, proprietary network operators and Internet access providers or
licences for browser software, if any, for all costs associated with printing
from the Licensed work, and for all costs, fees and/or taxes relating to
Licensee's or Authorised Users' use of the Licensed Work.
9. TERM AND TERMINATION
9.1
The term of this Agreement will commence upon the date of signature and
will remain in full force and effect until 31st July 2019, unless terminated
earlier as provided for in this Clause 9. JISC Collections and JSTOR
reserve the right to delay access if adequate IP information is not
provided.
9.2
Either party may terminate this Agreement at any time on the material or
persistent breach by the other of any obligation on its part under this
Agreement 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 forthwith by written notice
to the other party.
9.3
In the event of any unauthorised use of the Licensed Work by an
Authorised User, JISC Collections and JSTOR may terminate such
Authorised User’s access to the Licensed Work.
9.4
Save for as provided in Clause 3.1.10, upon termination of this Agreement
for whatever reason, the Licensed Work and all online access to the
Licensed
Work
by
Licensee and Authorised Users
shall be
terminated. Print copies of pamphlets may be retained by Licensee or
Authorised Users and used subject to the terms of this Agreement.
10.
ACKNOWLEDGEMENT
PROPERTY RIGHTS
10.1
The Licensee acknowledges that all copyrights, patent rights, trademarks,
database rights, trade secrets and other intellectual property rights
relating to the Licensed Work are the sole and exclusive property of JSTOR
or are duly licensed to JSTOR and that this Licence does not assign or
transfer to the Licensee any right, title or interest therein except for the
right to use the Licensed Work in accordance with the terms and
conditions of this Agreement.
AND
PROTECTION
OF
INTELLECTUAL
11. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
11.1
The Licensee represents and warrants that it has sufficient authority and
rights to enter into and perform its obligations under this Agreement and
has caused this Agreement to be executed by a duly authorised
representative.
11.2
JISC Collections hereby warrants that it has obtained licences to such
Intellectual Property Rights, to permit access to the Licensed Work by the
Licensee and by Authorised Users in accordance with this Agreement. The
foregoing does not apply to (1) modifications or derivative works of the
Licensed Work or any materials contained therein made by the Licensee or
Authorised Users; (2) to improper usage of the Licensed Work or any
materials contained therein by the Licensee, by Authorised Users, or by
any other party; (3) to the deposit of the learning and teaching objects in
JORUM.
Notwithstanding the foregoing, JISC Collections makes no
representation or warranty, and expressly disclaims any liability, with
respect to the content of any pamphlets or other materials contained in
the Licensed Work, including but not limited to errors or omissions
contained therein, libel, infringement of rights of publicity, privacy, trade
mark rights, moral rights, or the disclosure of confidential information.
11.3
JSTOR reserves the right to change the content, presentation, user
facilities or availability of parts of the Licensed Work and to make changes
in any software used to make the Licensed Work available at their sole
discretion. JSTOR will notify the Licensee of any substantial change to the
Licensed Work.
11.4
The Licensee will comply with all laws and regulations of the United
Kingdom applicable to the Licensee in the exercise of its rights and
obligations hereunder and of the Licence granted herein. The Licensee will
effect or obtain all governmental or regulatory filings, registrations, and
approvals required in connection with this Agreement applicable to the
Licensee, and will pay any costs associated therewith. The Licensee will
inform JSTOR of any laws or regulations applicable to the Licensee after
signature of this Agreement that require any change to this Agreement.
The parties will discuss appropriate actions in the event of a change in any
laws or regulations, including, if necessary, termination of this Agreement.
11.5
The Licensed Work has been developed with reasonable professional care.
However, THE LICENSED WORK IS PROVIDED ON AN “AS IS” BASIS,
AND JISC COLLECTIONS DISCLAIMS TO THE FULLEST EXTENT
PERMITTED BY LAW ANY AND ALL OTHER WARRANTIES,
CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL,
OR WRITTEN), RELATING TO THE LICENSED WORK OR ANY PARTY
THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
IMPLIED
WARRANTIES
OF
QUALITY,
PERFORMANCE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
JISC COLLECTIONS MAKES NO WARRANTIES RESPECTING ANY
HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A
COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR OTHER
SUCH COMPUTER PROGRAM.
JSTOR FURTHER EXPRESSLY
DISCLAIMS
ANY
WARRANTY
OR
REPRESENTATION
TO
AUTHORISED USERS, OR TO ANY THIRD PARTY.
11.6
JISC Collections will not be liable for any loss, injury, claim, liability or
damage resulting from the unavailability of the Licensed Work or the
unavailability of updates thereto. If the Licensed Work fails to operate in
conformance with the Licensee’s reasonable expectations, the Licensee will
immediately notify JISC Collections and JSTOR and JSTOR’s sole obligation
will be to repair the nonconformity.
11.7
Save as provided for in Clause 11.9, in no event will either party be
responsible or liable for any indirect, special, incidental, punitive or
consequential damages to the other party or to any other individual or
entity, regardless of legal theory, arising out of the licence granted herein.
This limitation on liability applies even though a party is advised of the
possibility of such damage.
11.8
It is understood that all Intellectual Property Rights in the Licensed Work
are owned by or licensed to JSTOR, subject to the rights of third parties
therein.
Licensee warrants that it will not, during the term of this
Agreement or any time thereafter, attach, dispute or contest, directly or
indirectly, JSTOR’s right and title in and to the Licensed Work, nor assist or
aid others to do so.
11.9
Each party will indemnify and hold the other harmless for any losses,
claims, damages, awards, or injuries incurred, including reasonable
attorney’s fees, which arise directly from negligence of the indemnifying
party provided that the indemnifying party is promptly notified of any such
claims. The indemnifying party will have the sole right to defend such
claims at its own expense.
The other party will provide, at the
indemnifying party’s expense, such assistance in investigating and
defending such claims as the indemnifying party may reasonably request.
Notwithstanding the foregoing, in no event will either party’s liability
hereunder exceed the Fees paid to JISC Collections by the Licensee.
11.10 The Licensee agrees to notify JISC Collections and JSTOR within 48 hours
of becoming aware of any actual or threatened claims by any third party in
connection with any works contained in the Licensed Work and will provide
JISC Collections and JSTOR with all necessary particulars regarding such
breach. It is expressly agreed that upon such notification, or if JISC
Collections and JSTOR becomes aware of such a claim from other sources,
JSTOR may remove such work(s) from the Licensed Work. Failure to
report knowledge of any actual or threatened claim by any third party shall
be deemed a material breach of this Agreement.
11.11 Nothing in this Agreement shall make the Licensee liable for breach of the
terms of this Agreement by any Authorised User provided that the
Licensee did not cause or knowingly assist or condone the continuation of
such breach after becoming aware of an actual breach having occurred
and provided that said breach did not arise out of or in connection with
Licensees failure to comply with its duties and obligations set forth herein.
11.12 The Licensee will notify JISC Collections and JSTOR of any non-permitted
use of which it learns or is notified. The Licensee shall undertake to JISC
Collections that Licensee’s computer system through which Licensed Work
will be used is configured, and procedures are in place, to prohibit access
to the Licensed Work by any person other than an Authorised User, that it
shall inform the Authorised Users about the terms of this Agreement, and
that during the term of this Agreement, the Licensee will continue to make
best efforts to bar non-permitted access and to convey appropriate use
information to its Authorised Users.
12. FORCE MAJEURE
12.1
Either party’s failure to perform any term or condition of this Agreement
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 Agreement.
12.2
If either party to this Agreement is prevented or delayed in the
performance of any of its obligations under this Agreement 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 Agreement nor any of the rights, interests, or obligations
under it may be assigned or sub-licensed, directly or indirectly, by either
party without obtaining the prior written consent of the other party, such
consent not to be unreasonably withheld or delayed. All the terms of this
Agreement will be binding upon any permitted successor to any party.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1
This Agreement 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 Agreement will be subject to and within the
jurisdiction of the English courts, provided that if a dispute arises in
relation to the validity, infringement or effect of any intellectual property
right in connection with this Agreement, such dispute shall be decided in
accordance with and governed by the laws of England or the United
States.
14.2
Prior to the filing of any suit with respect to any dispute arising under or
relating to this Agreement (other than a suit seeking injunctive relief with
respect to the infringement of intellectual property rights or breach of the
confidentiality provisions hereof), the aggrieved party will request in
writing senior management involvement at JSTOR, the Licensee, and JISC
Collections in the negotiation of an amicable resolution. The parties will
use their best efforts in good faith to arrange personal meetings and/or
telephone conferences as needed and mutually convenient to the
management personnel involved within the fifteen (15) day period
following the request for dispute resolution negotiations (the “Negotiation
Period”), and no lawsuit will be commenced with respect to the dispute
during such Negotiation Period.
14.3
If a resolution is not achieved within the Negotiation Period then the
parties will resolve such dispute through binding arbitration before a
single, neutral arbitrator. No later than fifteen (15) days following the end
of such Negotiation Period either party will have the right to demand
arbitration of the dispute by serving the other party with a Notice of
Intention to arbitrate specifying, in reasonable detail, the claims asserted
and the facts upon which they are based. The parties will select a neutral
arbitrator, or, if unable to mutually select a neutral arbitrator within fifteen
(15) days following service of the Notice of Intention, the party serving
such Notice will request, with a copy to the other party, the Centre for
Effective Dispute Resolution England to assist in the selection of the
neutral arbitrator. The parties agree that the arbitration hearing will be
held in London, England in accordance with the Arbitration Act 1996.
14.4
The parties will cooperate reasonably in exchanging information and
materials sufficient to apprise each other fully with regard to their
contentions in the arbitration proceeding. The arbitrator will accommodate
joint proposals by the parties on any issue pertaining to the arbitration.
14.5
The costs of arbitration will be apportioned by the arbitrator in its award in
such manner as the arbitrator deems just taking into account the
circumstances of the case, the conduct of the parties during the
proceeding, and the result of the arbitration. Any costs of arbitration that
must be paid prior to the arbitrator’s award will be borne, in the first
instance, equally between the parties, without prejudice to the arbitrator’s
final apportionment. Judgment on any award of the arbitrator may be
entered in any court of competent jurisdiction.
15. NOTICES
15.1
All notices required to be given under this Agreement 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 Agreement, and notices shall be
deemed to have been received (a) twenty-four (24) hours after successful
transmission in the case of electronic mail or fax (provided that
confirmation copies are sent by first class registered or recorded delivery);
(b) fourteen (14) days after the date of posting in the case of first class
registered or recorded delivery:
if to the Licensee :
[details]
if to JISC Collections:
Lorraine Estelle
Chief Executive Officer
JISC Collections
Ground Floor
Brettenham House South
5 Lancaster Place
London WC2E 7EN
l.estelle@jisc.ac.uk
if to JSTOR
Nancy A. Kopans
General Counsel
149 Fifth Avenue, 8th Floor
New York, NY 10010
USA
legal@jstor.org
16.
GENERAL
16.1
This Agreement and its Schedules constitute the entire agreement
between the parties relating to the Licensed Work 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 Agreement and any reference to this Agreement shall
include the Schedules.
16.3
No provision in this Agreement is intended to be enforceable by a person
who is not a party to this Agreement.
16.4
The invalidity or unenforceability of any provision of this Agreement shall
not affect the continuation in force of the remainder of this Agreement.
16.5
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 or further
breach. Failure by either party to exercise or enforce any rights conferred
upon it by this Agreement 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.
SCHEDULE 1 – COLLECTIONS, FEES, PAYMENT TERMS
AND CONTACT DETAILS
By returning a signed copy of this Licence, the Licensee accepts that it must pay
to JISC Collections the total sum of the Charges for the whole term of this Licence
as set out below.
The Charge for access and use of the Licensed Work for the duration of this
Licence shall be a peppercorn payable only if demanded by JISC Collections.
Institution Name: _________________________
2. VAT Information
Licensee's VAT registration number: ______________________________
(Note: If the Licensee is unable to provide a VAT registration number, JSTOR
reserves the right, at its sole discretion, to pass through to the Licensee, in
addition to the Fee(s) noted above, the cost of VAT it may be obligated to collect
in connection with this Agreement under applicable EU Directives.)
3. Contact Information
Contact Information: Please ensure this information remains current by
providing regular updates.
Licensee Primary Contact:
Licensee Technical Contact:
(responsible for overseeing participation) (responsible for providing IP information for
access)
Attn: ________________________Attn:__________________________
Address: ____________________Address:_______________________
Telephone: __________________Telephone:_____________________
Facsimile: __________________Facsimile:______________________
E-Mail:
___________________E-Mail:________________________
4. Multiple Campuses
If this licence is to cover multiple campuses, please list the campuses
below:
_______________________________________
_________________________________________
5. Access requirements:
Please provide your UK Access Management Federation Authentication
Information, if applicable. Please provide JSTOR with regular updates to this
information.
Are you planning to access JSTOR through your institutional UK Access
Management Federation account? Yes __ No __
If yes, which Federation (or Federations) is your institution a member
of?
_________________________________________________
_________________________________________________
Please list the campuses (if more then one) currently covered by your
Identity Provider
_________________________________________________
_________________________________________________
JSTOR User Services will contact the Licensee Technical Contact for additional UK
Access Management Federation configuration details
7. Campus IP and Proxy Information (addresses or domain ranges for
computers on your campus(es):
This Agreement is intended to cover the entire Institution identified above as of
the date of this Agreement, including all departments, campuses, and
professional schools. Therefore, please include IP information covering the entire
Institution. If IP information is not available upon completing this Agreement,
JSTOR User Services staff will contact the Technical Contact listed above to obtain
the information and initiate access. JSTOR reserves the right to delay access if
adequate IP information is not provided.
Are you currently using a proxy server to provide access to restricted
resources? Yes______No_____
If yes, please provide the IP Information of the proxy server:
___________________________________
If yes, please also provide the URL of the webpage that offers information
about how to use the proxy:
________________________________________
Do you have plans to do so in the future? Yes_______ No _______
Do you provide to users any other means of access to restricted
resources from machines outside of your campus IP domain?
Yes_______ No _____
The Institution shall ensure that local proxy server bypass lists include
“*.jstor.org” in order to facilitate authentication by bypassing the national
cache.
8 For institutions that are new to JSTOR
If you are not a current JSTOR participant, you will also need to provide technical
information about your institution by submitting a Network Verification Form
(NVF), which can be found at:
http://www.jstor.org/action/showNetworkVerification.
Once JSTOR has received the appropriate sub-license and Network Verification
Form (new participants only), they will begin to process access for your
institution. Please note that it normally requires about 7 to 14 business days to
install access for new collections. Once access has been established, you will
receive a welcome message from the JSTOR staff.
IN WITNESS the hands of the above parties on the date first above written: SIGNED by:
________________________
Position:
(Signature)
for and on behalf of
JISC COLLECTIONS
WITNESSED by:
_________________________
Position:
(Signature)
Address:
SIGNED by:
________________________
Position:
(Signature)
for and on behalf of
[INSTITUTION]
WITNESSED by:
_______________________
(Signature)
Position:
Address: