19TH CENTURY PARLIAMENTARY PAPERS ARCHIVE SUB

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PROQUEST ARCHIVES SUB-LICENCES
CONTENTS:
1. Eighteenth Century Parliamentary Papers, Nineteenth
Century House of Commons Parliamentary Papers, Twentieth
Century House of Commons Parliamentary Papers, British
Periodicals Collections I and II and Periodicals Archive Online
Pages: 2-15
2. Early European Books 1-4
Pages 16-32
3. The Vogue Archive
Pages 33-50
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RECITALS
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SCHEDULE 1 – CHARGES AND PAYMENT TERMS
SCHEDULE 2 - LICENSED MATERIAL
The Licensed Material will consist of the following:
18th Century Parliamentary Papers
Jisc Collections has licensed this archive in perpetuity to provide higher and further education and research councils
with over 1,400 volumes and 0.5 million pages of documents from core 18th century official Parliamentary
publications. This includes Parliamentary Papers, Bills, registers and Journals going back to 1688. The content can
be accessed via the publishers’ server.
19th Century House of Commons Parliamentary Papers
Jisc Collections has licensed this archive in perpetuity to provide higher and further education and research councils
with 6,000 volumes and 4 million pages of documents from core 19th century official Parliamentary publication.
This includes debates, proceedings and reports of their committees and more going back to 1801. The content can be
accessed via the publishers’ server.
20th Century House of Commons Parliamentary Papers
Jisc Collections has licensed this archive in perpetuity to provide higher and further education and research councils
with the complete file of twentieth century papers, filmed images of 104,902 papers, covering 5.2 million pages of
working documents of the British Government from 1901-2004. The content can be accessed via the publishers’
server.
British Periodicals Collections I and II
British Periodicals Collection I consists of more than 160 journals that comprise the UMI microfilm collection
Early British Periodicals, the equivalent of 5,238 printed volumes containing approximately 3.1 million pages.
Topics covered include literature, philosophy, history, science, the fine arts and the social sciences.
British Periodicals Collection II consists of more than 300 journals from the UMI microfilm collections English
Literary Periodicals and British Periodicals in the Creative Arts together with additional titles, amounting to almost
3 million pages. Topics covered include literature, music, art, drama, archaeology and architecture.
The title lists for British Periodicals are available in various formats within the resources themselves (by visiting
Information Resources and clicking Title Lists) and can be viewed here.
Periodicals Archive Online: JISC Collections Selection
This agreement is a subset of 80 full text journal backfiles for the arts, humanities and social sciences from the
Periodicals Archive Online collection.
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ANNEX 1 – SUBSCRIPTION ORDER AND ACCEPTANCE FORM (EXAMPLE)
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EARLY EUROPEAN BOOKS COLLECTIONS 1 – 4
SUB-LICENCE AGREEMENT (Access via Publisher’s Platform)
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
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OFFER 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
1. Early European Books (EEB) is a long-term project to create a growing digital library of early books printed in
continental Europe from the period 1450-1700. EEB Collections 1 – 4 is licensed in this Sub-Licence:
2. Early European Books Collections 1 – 4 and all intellectual property rights therein are owned by or duly licensed
to the Publisher.
3. 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 Sub-Licence.
4. Jisc Collections is permitted to sub-license the access and use of the Licensed Material to Sub-Licensees upon
payment of the Licence Fee and Access Fee in accordance with the terms of this Sub-Licence.
JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:
15
1. DEFINITIONS
"Access Fee"
means the fee payable by the Sub-Licensee to the Publisher for
access and use of the Licensed Material via the Publisher’s
platform.
"Authorised User"
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 of the Sub-Licensee
undergraduates and postgraduates);

a member of staff of the Sub-Licensee (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; or

a Walk-In User.
(including
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.
"Educational Purposes"
means use for the purpose of education, teaching, distance
learning, private study and/or research.
"HEFCE"
means the Higher Education Funding Council for England.
"Jisc Collections
Online Ordering Service"
means the online subscription ordering service developed by
16
Jisc Collections. The Jisc Collections Online Ordering Service
can be found at www.jisc-collections.ac.uk.
"Licence Fee"
means the fee payable to Jisc Collections for access and use of
the Licensed Material.
"Licensed Material"
means the material licensed in this Agreement known to the
parties as ‘Early European Books Collections 1 – 4’ , and any
associated Metadata and MARC Records supplied by the
Publisher which is further described in Schedule 2.
"MARC Records"
means basic cataloguing records provided and delivered by the
Publisher to Jisc Collections.
"Metadata"
means the basic cataloguing 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). Metadata refers to the metadata
supplied by the Publisher and/or created by Authorised Users.
"Modifications"
means alterations, additions to, deletion from, manipulations
and/or modifications of parts of the Metadata and MARC
Records supplied by the Publisher 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 and MARC Records.
"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, the start and end date of the subscription
period and that the Jisc Collections 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 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
17
period and that the Sub-Licensee has agreed to the terms and
conditions of the Sub-Licence.
"Publisher"
means ProQuest LLC.
"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.
"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 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 SubLicence.
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 Licence Fee and Access Fee as set out in Schedule 1, in consideration of
which Jisc Collections agrees to grant to the Sub-Licensee a non-exclusive sub-licence to use the Licensed
Material in accordance with this Sub-Licence and the Publisher a non-exclusive sub-licence to access the
18
Licensed Material via the Publisher’s platform and to allow Authorised Users to access and use the Licensed
Material throughout the term of this Sub-Licence by Secure Authentication and or Educational Purposes
only.
3.
3.1
USE OF THE LICENSED MATERIAL
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;
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 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 in bespoke and commercially available library systems to manage library
operations;
3.1.6
allow Authorised Users for Educational Purposes only to:
3.1.6.1
access the Licensed Material by Secure Authentication in order to search, retrieve,
display and view the Licensed Material;
3.1.6.2
Modify the Metadata and to create new Metadata of the Licensed Material;
3.1.6.3
electronically save parts of the Licensed Material and Modifications;
3.1.6.4
print out single copies of parts of the Licensed Material and Modifications;
3.1.6.5
incorporate parts of the Licensed Material and Modifications 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. To
the best of their ability Authorised Users should use the durable links provided in the
Licensed Work to incorporate individual articles in electronic course packs. Each
item shall carry appropriate acknowledgement of the source, listing title and
copyright owner. Electronic copies of such items shall be deleted when this
Agreement is terminated. Course packs in other formats, such as Braille, may also
be offered to Authorised Users;
3.1.6.6
incorporate parts of the Licensed Material and Modifications 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 and copyright
owner of the Licensed Material used in the Academic Works.
19
3.2
3.1.6.7
publicly display or publicly perform parts of the Licensed Material as part of a
presentation at a seminar, conference, or workshop, or other similar event; and
3.1.6.8
save and/or deposit in perpetuity parts of the Licensed Material and Modifications in
electronic repositories operated by the Sub-Licensee and/or by an Authorised User
on a Secure Network. Access to and use of such repositories shall be limited to
Authorised Users.
This Sub-Licence shall be deemed to complement and extend the rights of the Sub-Licensee 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 SubLicensee and Authorised Users from time to time under these Acts or any amending legislation.
4. RESTRICTIONS
4.1
4.1.1
Except where this Sub-Licence states otherwise, the Sub-Licensee and Authorised Users may not:
sell or resell the Licensed Material and Modifications, 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
other than Metadata and MARC Records;
4.1.3
alter or adapt the Licensed Material (save for Metadata and MARC Records), 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 alteration of the words or their order is allowed;
4.1.4
display or distribute any part of the Licensed Material (save for Metadata, MARC Records and
Modifications), 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 and Modifications 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 (save for Metadata, MARC Records and
Modifications), by anyone other than Authorised Users.
4.2
5.
This Clause will continue to apply after termination of this Sub-Licence for any reason.
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
20
ensure that Authorised Users do not divulge their passwords or other access information to any third party;
5.1.7
use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed
Material;
5.1.8
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;
5.1.9
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 SubLicensee'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 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 effort to ensure that such activity ceases and to prevent any recurrence;
5.1.10
use all reasonable efforts to comply with all computer security procedures required by the Publisher and
take all reasonable steps to ensure the security of the Licensed Material; and
5.1.11
provide lists of valid IP addresses to the Publisher and update those lists on a regular basis the frequency of
which will be agreed by the parties from time to time.
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 SubLicensee and to Authorised Users.
7.
RESPONSIBILITY OF THE PUBLISHER
7.1
The Publisher will use commercially reasonable efforts to:
7.1.1 provide the Sub-Licensee and Authorised Users with access to the Licensed Material from its platform for the
term of this Sub-Licence upon payment of the Access Fee.
7.1.2
provide customer support services to Authorised Users via e-mail or phone, including answering e-mail
inquiries relating to the use, functionality and content of the Licensed Material within 24 hrs. of request;
7.1.3
provide access to the Licensed Material by UK Access Management Federation for Education and Research
21
compliant technologies and to join the UK Access Management Federation for Education and Research,
subject to securing any necessary permissions, licences or consents (including, without limitation, any
necessary permissions, licences or consents in respect of Intellectual Property Rights). More information on
the UK Access Management Federation for Education and Research can be found at
http://www.ukfederation.org.uk;
7.1.4
provide access to the Licensed Material by Authorised Users at all times (using reasonable efforts) and on a
twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Material as soon
as possible in the event of an interruption or suspension of the service;
7.1.5
provide sufficient server capacity and bandwidth for access by Authorised Users;
7.1.6
implement the appropriate industry standards as set out in Schedule 3; and
7.1.7 supply the Metadata and MARC Records to the Sub-Licensee 14 days after the commencement of this SubLicence.
8.
USAGE DATA
8.1 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 neither assemble nor provide data from which an individual user could be
identified.
9.
LICENCE FEE AND ACCESS FEE
9.1
The Sub-Licensee shall pay the Licence Fee to Jisc Collections and the Access Fee to the Publisher for the
Sub-Licence in the amounts and upon terms set out in Schedule 1.
10. TERM AND TERMINATION
10.1
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 10.
10.2
The Sub-Licensee may terminate this Sub-Licence at any time without cause on the anniversary date as set
out on the Subscription Order and Acceptance Form (and subsequently in the Subscription Order Email
(Institution) by giving Jisc Collections and the Publisher sixty days’ notice to that effect.
22
10.3
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.
10.4
Notwithstanding anything to the contrary herein, this Sub-Licence will be treated as if terminated if the Early
European Books Collections 1 – 4 Agreement between the Publisher and Jisc Collections terminates until Jisc
Collections 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 Early
European Books Collections 1 – 4 between the Publisher and Jisc Collections to terminate.
10.5 Where Jisc Collections receives information indicating that there may have been a breach by the SubLicensee which could give rise to rights of termination under Clause 10.3, Jisc Collections may suspend the
rights of the Sub-Licensee under this Agreement until such time as Jisc Collections has determined whether
or not such a breach has occurred and may procure the suspension of the Sub-Licensee’s on-line access to the
Licensed Material, regardless of whether at the time of the suspension that on-line access is being provided by
the Publisher, Jisc Collections or any third party on behalf of the Publisher or Jisc Collections. If Jisc
Collections subsequently determines that such a breach has not occurred, Jisc Collections shall use its
reasonable endeavours to procure restoration of the Sub-Licensee’s on-line access. In no circumstances shall
the Sub-Licensee be entitled to any refund of fees or other compensation from Jisc Collections in respect of
the period during which its rights and any on-line access were suspended.
10.6 Upon termination of this Sub-Licence, Metadata, Modifications and MARC Records and copies of parts of
the Licensed Material made by the Sub-Licensee or Authorised Users may be retained. Such copies may be
used after termination of this Sub-Licence subject to the terms of Clauses 3 and 4 of this Sub-Licence, which
terms shall survive any termination of this Sub-Licence.
11.
ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
11.1 Except as provided for in Clauses 11.2, the Sub-Licensee acknowledges that the intellectual property rights in
the Licensed Material 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 in accordance with the terms and conditions of this SubLicence.
11.2 For the avoidance of doubt, any and all intellectual property rights in the Metadata, MARC Records and
Modifications generated by the Sub-Licensee or Authorised Users shall be the property of the Sub-Licensee
and/or such Authorised Users.
12.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
12.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform
23
its obligations under this Sub-Licence.
12.2 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 SubLicence 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.
12.3 The Sub-Licensee agrees to notify 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
any works contained in the Licensed Material. It is expressly agreed that upon such notification, or if
Publisher becomes aware of such a claim from other sources, 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 Sub-Licence.
12.4
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 (a) did not cause, knowingly assist or condone the
continuation of such breach after becoming aware of a an actual breach having occurred and (b) provides
prompt written notice to the Publisher and Jisc Collections of any actual breach known to the Sub-Licensee.
12.5 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.
12.6 Publisher reserves the right to change the content, 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.
12.7 Other than the express warranties stated in this Clause 12, 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.
12.8 The Sub-Licensee represents to Jisc Collections and the Publisher 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
24
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.
12.9 Jisc Collections, the Publisher 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
sub-contractors and agents.
13.
FORCE MAJEURE
13.1 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.
13.2
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.
14. ASSIGNMENT
14.1 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 and the Publisher, 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.
15.
GOVERNING LAW AND DISPUTE RESOLUTION
15.1 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.
15.2 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
25
UK (http://www.universities.co.uk).
15.3 Any person to whom a reference is made under Clause 15.2 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.
15.4 Each party shall provide the expert with such information and documentation as he may reasonably require
for the purposes of his decision.
15.5 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.
16.
NOTICES
16.1
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:
Lorraine Estelle
Chief Executive Officer
Jisc Collections
Ground Floor
Brettenham House South
5 Lancaster Place
London WC2E 7EN
[email protected]
if to Publisher:
Carlos Mascorda
Vice President Sales, EMEA
ProQuest LLC
The Quorum
Barnwell Road
Cambridge CB5 8SW
Email: [email protected]
with a copy to:
General Counsel
ProQuest LLC
789 E. Eisenhower Parkway
26
P.O. Box 1346
Ann Arbor, MI 48106-1346 USA
Email: [email protected]
if to the Sub-Licensee:
[As stated in the Acceptance of Sub-Licence Form]
17.
GENERAL
17.1
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.
17.2
The Schedules and Annexes shall have the same force and effect as if expressly set in the body of this SubLicence and any reference to this Sub-Licence shall include the Schedules and Annexes.
17.3
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.
17.4
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.
27
SCHEDULE 2 - LICENSED MATERIAL
Early European Books (EEB) is a long-term project to create a growing digital library of early
books printed in continental Europe from the period 1450-1700. EEB Collections 1 – 4 include:
Collection 1 (pilot) - 2,596 volumes from the Royal Library, Copenhagen
Collection 2 - 2,752 volumes from the Biblioteca Nazionale Centrale di Firenze (BNCF)
Collection 3 – 10,244 volumes, drawn from four major European libraries.
Collection 4 – 9,288 volumes, drawing from the Bibliothèque Nationale de France,
Biblioteca Nazionale Centrale di Firenze, Koninklijke Bibliotheek (National Library of
the Netherlands); Wellcome Library, London; Det Kongelige Bibliotek (Royal Library,
Copenhagen).
29
SCHEDULE 3: INDUSTRY STANDARDS
The Publisher agrees to implement the following industry standards to enhance access and use of the Licensed
Material.
The Publisher will:
1. Provide the Sub-Licensee with fully COUNTER-compliant usage statistics every three months
(www.projectcounter.org, and www.jisc-collections.ac.uk/Guide-for-Publishers /industry _standards/Userstatistics);
2.
Implement the Standardized Usage Statistics Harvesting Initiative (SUSHI) protocol
(www.niso.org/workrooms/sushi);
3.
Use commercially reasonable efforts to meet the W3C standards (www.w3.org/WAI/Resources/#in and
www.jisc-collections.ac.uk/Guide-for-Publishers/industry_standards/Accessibility-standards) to ensure that
the Licensed Material is accessible to all Authorised Users;
4.
Use all reasonable efforts to meet the Open URL Standard
(www.niso.org/kst/reports/standards?step=2&gid=&project_key=d5320409c5160be4697dc046613f71b9a7
73cd9e) to ensure that Authorised Users can discover the Licensed Material;
5.
Provide link-resolver vendors and other library systems suppliers quarterly with full details of the Licensed
Material in accordance with the most current KBART standard (http://www.uksg.org/kbart/s5/guidelines);
and also with related data of (i) the first and final year, volume, and issue and (ii) the algorithm or syntax
for constructing an article-level link from an article’s metadata within the Licensed Material.
30
ANNEX 1: SUBSCRIPTION ORDER AND ACCEPTANCE FORM
31
THE VOGUE ARCHIVE SUB-LICENCE AGREEMENT
(Access via Publisher’s Platform)
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
PROQUEST LLC, The Quorum, Barnwell Road, Cambridge CB5 8SW ("Publisher").
OFFER 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
1. The Vogue Archive traces the history of fashion through the entire backfile of US Vogue magazine digitised
across 400,000 pages from 1892 to the present day.
2. The Vogue Archive and all intellectual property rights therein are owned by or duly licensed to the Publisher.
3. 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 Sub-Licence.
4. Jisc Collections is permitted to sub-license the access and use of the Licensed Material to Sub-Licensees upon
payment of the Licence Fee and Access Fee in accordance with the terms of this Sub-Licence.
JISC COLLECTIONS AND THE SUB-LICENSEE AGREE AS FOLLOWS:
1. DEFINITIONS
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"Access Fee"
means the fee payable by the Sub-Licensee to the Publisher for
access and use of the Licensed Material via the Publisher’s
platform.
"Authorised User"
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 of the Sub-Licensee (including
undergraduates and postgraduates) or an alumni of the SubLicensee;

a member of staff of the Sub-Licensee (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; 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
Sub-Licensee. 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.
"Educational Purposes"
means use for the purpose of education, teaching, distance
learning, private study and/or research.
"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.
"Licence Fee"
means the fee payable to Jisc Collections for access and use of
the Licensed Material.
"Licensed Material"
means the material licensed in this Agreement known to the
parties as the ‘Vogue Archive’, and any associated Metadata
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supplied by the Publisher which is further described in
Schedule 2.
"Metadata"
"Modifications"
"Order Confirmation
Email (Institution)"
"Order Confirmation
Email (Jisc Collections)"
means the basic 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).
Metadata refers to the metadata supplied by the Publisher to
JISC Collections.
means alterations, additions to, deletion from,
manipulations and/or modifications of parts of the
Metadata supplied by the Publisher in accordance with
section 21 of the Copyright, Designs and Patents Act 1988.
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, the start and end date of the subscription
period and that the Jisc Collections has agreed to the terms and
conditions of the Sub-Licence.
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 Sub-Licence.
"Publisher"
means ProQuest LLC.
"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.
"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
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Confirmation Email (Institution) to the Sub-Licensee and an
Order Confirmation Email (Jisc Collection) 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 SubLicence.
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 Licence Fee and Access Fee as set out in Schedule 1, in consideration of
which Jisc Collections agrees to grant to the Sub-Licensee a non-exclusive sub-licence to use the Licensed
Material in accordance with this Sub-Licence and the Publisher a non-exclusive sub-licence to access the
Licensed Material via the Publisher’s platform and to allow Authorised Users to access and use the Licensed
Material throughout the term of this Sub-Licence by Secure Authentication and or Educational Purposes
only.
3.
USE OF THE LICENSED MATERIAL
1.1
This Sub-Licence permits the Sub-Licensee to use the Licensed Material, subject at all times to
The Vogue Archive – Special Display and Use Restrictions in Schedule 4, for Educational
Purposes only to:
3.1.1
provide single printed or electronic copies in full page view format of parts of the Licensed
Material at the request of individual Authorised Users;
3.1.2
display, download and print parts of the Licensed Material in full page view format for the purpose
of promoting or testing the Licensed Material or for training Authorised Users;
3.1.3
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;
3.1.4
mount and use Metadata in bespoke and commercially available library systems to manage library
operations;
3.1.5
allow Authorised Users for Educational Purposes only to:
3.1.5.1
access the Licensed Material by Secure Authentication in order to search, retrieve,
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display and view the Licensed Material;
3.2
3.1.5.2
electronically save parts of the Licensed Material and Modifications;
3.1.5.3
print out single copies of parts of the Licensed Material in full page view format and
Modifications;
3.1.5.4
incorporate parts of the Licensed Material and Modifications in printed and
electronic course packs in full page view format 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. Each item shall carry appropriate
acknowledgement of the source, listing title and copyright owner. Electronic copies
of such items shall be deleted when this Agreement is terminated. Course packs in
other formats, such as Braille, may also be offered to Authorised Users;
3.1.5.5
parts of the Licensed Material and Modifications in printed or electronic form in full
page view format 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 and
copyright owner of the Licensed Material used in the Academic Works; and
3.1.5.6
publicly display or publicly perform parts of the Licensed Material in full page view
format as part of a presentation at a seminar, conference, or workshop, or other
similar event.
This Sub-Licence shall be deemed to complement and extend the rights of the Sub-Licensee 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 SubLicensee and Authorised Users from time to time under these Acts or any amending legislation.
4. RESTRICTIONS
4.1
4.1.1
Except where this Sub-Licence states otherwise, the Sub-Licensee and Authorised Users may not:
sell or resell the Licensed Material, 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
other than Metadata;
4.1.3
alter or adapt the Licensed Material (save for Metadata), 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 alteration of the words or their order is allowed;
4.1.4
display or distribute any part of the Licensed Material (save for Metadata), on any electronic network,
including the internet other than by a Secure Network;
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4.1.5
use all or any part of the Licensed Material 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 (save for Metadata), by anyone other than
Authorised Users;
4.1.7
cut or paste individual elements contained within the pages of the Licensed Material.
4.1.8
display out of context photographs, or other graphic or image elements or text contained in the Licensed
Material.
4.2
5.
This Clause will continue to apply after termination of this Sub-Licence for any reason.
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;
5.1.12
use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed
Material;
5.1.13
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;
5.1.14
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 SubLicensee'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 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 effort to ensure that such activity ceases and to prevent any recurrence;
5.1.15
use all reasonable efforts to comply with all computer security procedures required by the Publisher and
take all reasonable steps to ensure the security of the Licensed Material; and
5.1.16
provide lists of valid IP addresses to the Publisher and update those lists on a regular basis the frequency of
which will be agreed by the parties from time to time.
6.
RESPONSIBILITIES OF JISC COLLECTIONS
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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 SubLicensee and to Authorised Users.
7.
RESPONSIBILITY OF THE PUBLISHER
7.1
The Publisher will use commercially reasonable efforts to:
7.1.1 provide the Sub-Licensee and Authorised Users with access to the Licensed Material from its platform for the
term of this Sub-Licence upon payment of the Access Fee.
7.1.2
provide customer support services to Authorised Users via e-mail or phone, including answering e-mail
inquiries relating to the use, functionality and content of the Licensed Material within 24 hrs. of request;
7.1.3
provide access to the Licensed Material by UK Access Management Federation for Education and Research
compliant technologies and to join the UK Access Management Federation for Education and Research,
subject to securing any necessary permissions, licences or consents (including, without limitation, any
necessary permissions, licences or consents in respect of Intellectual Property Rights). More information on
the UK Access Management Federation for Education and Research can be found at
http://www.ukfederation.org.uk;
7.1.4
provide access to the Licensed Material by Authorised Users at all times (using reasonable efforts) and on a
twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Material as soon
as possible in the event of an interruption or suspension of the service;
7.1.5
provide sufficient server capacity and bandwidth for access by Authorised Users;
7.1.6
implement the appropriate industry standards as set out in Schedule 3; and
7.1.7 supply the Metadata to the Sub-Licensee 14 days after the commencement of this Sub-Licence.
8.
USAGE DATA
8.1 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 neither assemble nor provide data from which an individual user could be
identified.
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9.
LICENCE FEE AND ACCESS FEE
9.1
The Sub-Licensee shall pay the Licence Fee to Jisc Collections and the Access Fee to the Publisher for the
Sub-Licence in the amounts and upon terms set out in Schedule 1.
10. TERM AND TERMINATION
10.1
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 10.
10.2
The Sub-Licensee may terminate this Sub-Licence at any time without cause on the anniversary date as set
out on the Subscription Order and Acceptance Form (and subsequently in the Subscription Order Email
(Institution) by giving Jisc Collections and the Publisher sixty days notice to that effect.
10.3
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.
10.4
Notwithstanding anything to the contrary herein, this Sub-Licence will be treated as if terminated if the
Vogue Archive Supply and Licence Agreement between the Publisher and Jisc Collections terminates until
Jisc Collections 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 Vogue
Archive Supply and Licence Agreement between the Publisher and Jisc Collections to terminate.
10.5 Where Jisc Collections receives information indicating that there may have been a breach by the SubLicensee which could give rise to rights of termination under Clause 10.3, Jisc Collections may suspend the
rights of the Sub-Licensee under this Sub-Licence until such time as Jisc Collections has determined whether
or not such a breach has occurred and may procure the suspension of the Sub-Licensee’s on-line access to the
Licensed Material, regardless of whether at the time of the suspension that on-line access is being provided by
the Publisher, Jisc Collections or any third party on behalf of the Publisher or Jisc Collections. If Jisc
Collections subsequently determines that such a breach has not occurred, Jisc Collections shall use its
reasonable endeavours to procure restoration of the Sub-Licensee’s on-line access. In no circumstances shall
the Sub-Licensee be entitled to any refund of fees or other compensation from Jisc Collections in respect of
the period during which its rights and any on-line access were suspended.
10.6 Upon termination of this Sub-Licence, Metadata and copies of parts of the Licensed Material made by the
Sub-Licensee or Authorised Users may be retained. Such copies may be used after termination of this SubLicence subject to the terms of Clauses 3 and 4 of this Sub-Licence, which terms shall survive any
39
termination of this Sub-Licence.
11.
ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
11.1 Except as provided for in Clauses 11.2, the Sub-Licensee acknowledges that the intellectual property rights in
the Licensed Material 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 in accordance with the terms and conditions of this SubLicence.
11.2 For the avoidance of doubt, any and all intellectual property rights in the Metadata and Modifications
generated by the Sub-Licensee or Authorised Users shall be the property of the Sub-Licensee and/or such
Authorised Users.
12.
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
12.1 The Sub-Licensee represents and warrants that it has sufficient authority and rights to enter into and perform
its obligations under this Sub-Licence.
12.2 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 SubLicence 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.
12.3 The Sub-Licensee agrees to notify 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
any works contained in the Licensed Material. It is expressly agreed that upon such notification, or if
Publisher becomes aware of such a claim from other sources, 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 Sub-Licence.
12.4
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 (a) did not cause, knowingly assist or condone the
continuation of such breach after becoming aware of an actual breach having occurred and (b) provides
prompt written notice to Jisc Collections and the Publisher of any actual breach known to the Sub-Licensee.
12.5 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
40
consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a
third party.
12.6 Publisher reserves the right to change the content, 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.
12.7 Other than the express warranties stated in this Clause 12, 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.
12.8 The Sub-Licensee represents to Jisc Collections and the Publisher 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.
12.9 Jisc Collections, the Publisher 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
sub-contractors and agents.
13.
FORCE MAJEURE
13.1 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.
13.2
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.
14. ASSIGNMENT
14.1 Neither this Sub-Licence nor any of the rights and obligations under it may be assigned or sub-licensed by the
41
Sub-Licensee without obtaining the prior written consent of Jisc Collections and the Publisher, 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.
15.
GOVERNING LAW AND DISPUTE RESOLUTION
15.1 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.
15.2 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.co.uk).
15.3 Any person to whom a reference is made under Clause 15.2 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.
15.4 Each party shall provide the expert with such information and documentation as he may reasonably require
for the purposes of his decision.
15.5 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.
16.
NOTICES
16.1
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:
Lorraine Estelle
Chief Executive Officer
Jisc Collections
Ground Floor
42
Brettenham House South
5 Lancaster Place
London WC2E 7EN
[email protected]
if to Publisher:
Carlos Mascorda
Vice President Sales, EMEA
ProQuest LLC
The Quorum
Barnwell Road
Cambridge CB5 8SW
Email: [email protected]
with a copy to:
General Counsel
ProQuest LLC
789 E. Eisenhower Parkway
P.O. Box 1346
Ann Arbor, MI 48106-1346 USA
Email: [email protected]
if to the Sub-Licensee:
[As stated in the Acceptance of Sub-Licence Form]
17.
GENERAL
17.1
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.
17.2
The Schedules and Annexes shall have the same force and effect as if expressly set in the body of this SubLicence and any reference to this Sub-Licence shall include the Schedules and Annexes.
17.3
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.
17.4
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
43
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.
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SCHEDULE 2 - LICENSED MATERIAL
The Vogue Archive traces the history of fashion through the entire backfile of US Vogue magazine
digitised across 400,000 pages from 1892 to the present day. It provides unique primary source material
suited to vocational and academic study of fashion design and fashion business, as well as a range of arts
and humanities disciplines including history, American studies, photography, cultural studies, visual arts,
and literature. The Vogue Archive is an open collection incorporating the latest month’s issue just days
after it hits the newsstands. Full colour page images, full text searching, and images indexed in fine detail
by fashion specialists are expertly delivered through the ProQuest research environment.
The VOGUE ARCHIVE Metadata
 Publication Title
 Coverage
 ISSN
 Subjects
 Durable URL
Article-level indexing of key fields
 Document type
 Publication title
 ISSN
 Publisher
 Product name
 Article Title
 Editor
 Volume
 Issue
 Pages
 Publication Year
 Journal Subject
 Publication Frequency
 Advertisement Details
 ProQuest Document ID
 Page URL
 PQ Database
 Copyright
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SCHEDULE 3: INDUSTRY STANDARDS
The Publisher agrees to implement the following industry standards to enhance access and use of the
Licensed Material.
The Publisher will:
6. Provide the Sub-Licensee with fully COUNTER-compliant usage statistics every three months
(www.projectcounter.org, and www.jisc-collections.ac.uk/Guide-for-Publishers /industry
_standards/User-statistics);
7.
Implement the Standardized Usage Statistics Harvesting Initiative (SUSHI) protocol
(www.niso.org/workrooms/sushi);
8.
Use commercially reasonable efforts to meet the W3C standards
(www.w3.org/WAI/Resources/#in and www.jisc-collections.ac.uk/Guide-forPublishers/industry_standards/Accessibility-standards) to ensure that the Licensed Material is
accessible to all Authorised Users;
9.
Use all reasonable efforts to meet the Open URL Standard
(www.niso.org/kst/reports/standards?step=2&gid=&project_key=d5320409c5160be4697dc04661
3f71b9a773cd9e) to ensure that Authorised Users can discover the Licensed Material;
10. Provide link-resolver vendors and other library systems suppliers quarterly with full details of the
Licensed Material in accordance with the most current KBART standard
(http://www.uksg.org/kbart/s5/guidelines); and also with related data of (i) the first and final year,
volume, and issue and (ii) the algorithm or syntax for constructing an article-level link from an
article’s metadata within the Licensed Material.
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SCHEDULE 4: The Vogue Archive – Special Display and Use Restrictions
The form and format of The Vogue Archive interface from ProQuest has been carefully constructed so as to
preserve the entire layout of the publication, presenting the researcher with the full context of each article,
photograph, advertisement and feature contained within each issue of Vogue (U.S. Edition). Each page of
the publication is presented in full page view, preserving the full original layout of the magazine. The user
may browse through the entire issue by selecting the “Browse this issue” feature which then allows the user
to go to the next pages or prior pages of that issue of Vogue. To further ensure the integrity of The Vogue
Archive, printing is allowed only with respect to full page spreads, usually encompassing only a single page
view and in no case any more than a two-page view, depending on context and layout of that particular part
of the issue; content may be viewed and printed in full page view format only - individual elements
contained within its pages may not be “cut” or “pasted” by the user.
In particular, the interface accommodates the following restrictions on display uses of the page images:

display of images or graphics within the Licensed Materials shall be limited to the full page
image reproductions of the Licensed Materials (“Digital Page Image”)

Digital Page Images must be threaded together to provide the user with access to the entire
issue in which the Digital Page Image originally appeared (“Threaded Digital Page Images”).

In no case shall photographs or other graphic or image elements or text contained in the
Licensed Materials be displayed out of context of the Digital Page Images

Article level navigation may be allowed provided that the Digital Page Images must be
presented so that each Digital Page Image that is part of the article is presented with a browse
functionality that allows the user to access consecutive Digital Page Images (prior page and
next page) regardless of whether or not such consecutive page images are part of the article
being viewed by the user. Navigation to non-consecutive Digital Page Images comprising an
article may be provided only if the browse functionality described above is also available
from within the same article view.

Users may download or print individual Digital Page Images and make other permitted uses
of the Licensed Material in accordance with Clause 3 of the Sub-Licence Agreement,
provided that it does not facilitate the printing of any page range or group of Digital Page
Images except were such Digital Page Images are downloaded or printed in sequential order
and all intervening pages from the user designated start page to the user designated end page
are included in any such download or printout. All use remains subject to the restrictions of
the Licensed Material set out in Clause 4 of the Sub-Licence Agreement.

All use of The Vogue Archive – whether locally loaded or accessed through the ProQuest®
platform – is subject to the provisions of the Sub-Licence Agreement (inclusive of the
publisher use display and use restrictions outlined above). The Authorised Institution is
responsible for ensuring that any use of locally loaded copies of The Vogue Archive comports
with the licence terms at all times, even when the user is operating under exceptions to
copyright law such as fair dealing.
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ANNEX 1: SUBSCRIPTION ORDER AND ACCEPTANCE FORM
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