Institutional Content Services - Service Specific Additional Terms

In these Service Specific Additional Terms, the following terms have the following meanings:

2.1 The Licensor grants to the Licensee a non-exclusive, non-transferable licence to access and use the Licensed Material.

2.2 The Licensed Material may be used solely for the purposes of:

(a) teaching;

(b) learning;

(c) research;

(d) private study;

(e) internal administrative purposes.

2.3 No ownership rights are transferred under this agreement.

3.1 Authorised Users may:

(a) access, search, view, retrieve, and display the Licensed Material;

(b) download and print reasonable portions of the Licensed Material;

3.2 Incorporate extracts into:

(a) course packs

(b) virtual learning environments

(c) lecture and teaching materials

(d) share insubstantial extracts with colleagues for non-commercial purposes;

(e) perform text and data mining for non-commercial academic research.

3.3 All uses must include appropriate attribution to the Licensor.

4.1 The Licensee and Authorised Users shall not:

(a) systematically download, scrape, or harvest the Licensed Material;

(b) redistribute, sell, or commercially exploit the Licensed Material;

(c) remove, obscure, or alter copyright notices;

(d) create substitute products or services using the Licensed Material;

(e) use the Licensed Material for direct commercial gain (except academic research).

5.1 Access shall be provided via IP authentication and/or domain authentication

5.2 The Licensor shall use reasonable efforts to ensure platform availability and maintain compatibility with commonly used web browsers.

6.1 The Charges are inclusive of all costs of all materials used by or on behalf of THE to provide the Licensed Material.

7.1 The Client shall pay THE the Charges as set out in Section 4 of the Order Form, for which THE shall be entitled to submit invoices either annually or as a one-off payment.

7.2 Invoices shall identify the particular Services to which they relate and the time of their performance.

7.3 Charges are payable within 30 days of the Client's receipt of THE's properly submitted invoice and are exclusive of all taxes, charges, duties and levies except any applicable VAT (which the Client shall pay in addition at the rate and in the manner prescribed by law, subject to receipt of a valid VAT invoice).

8.1 The Parties agree that this Paragraph 8 shall take precedence over Clause 2 of the General Terms and Conditions in relation to the Institutional Content Services.

8.2 The Contract shall begin on the Effective Date and shall, unless terminated earlier in accordance with Clause 10 of the General Terms and Conditions, continue in full force and effect for the Initial Term. The Term of this Contract shall automatically be extended for one year (an Extension Period) at the end of the Initial Term and at the end of each Extension Period, unless either Party gives written notice to the other, not later than 30 days' before the end of the Initial Term or the relevant Extension Period, to terminate this Contract at the end of the Initial Term or the relevant Extension Period, as the case may be.

9.1 Upon request from the Licensee, the Licensor shall provide usage statistics that include:

(a) number of active users;

(b) number of newly registered users;

(c) academic and student user splits;

(d) number of web sessions;

(e) number of page visits;

(f) total article views.

9.2 The Licensor shall not disclose personally identifiable user data to third parties except where required by law.

10.1 The Service and all content, features, and functionality – including text, graphics, software, images, audio, video, data, and design – are the exclusive property of the Licensor and are protected by intellectual property laws. You receive no rights to the service or its Licensed Materials except as expressly granted in these Terms. All rights not expressly granted are reserved. Any unauthorised use may violate these Terms and applicable laws.

11.1 The Licensor warrants that it has the right to license the Licensed Material.

11.2 The Licensed Material is provided "as is" without warranties except as expressly stated.

11.3 Each party's total liability under these terms shall not exceed the total fees paid by the Licensee in the preceding 12 months.

11.4 Subject to Clause 9.1 of the General Terms and Conditions, THE shall not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for:

(a) any loss arising from failure by the Client to use the Institutional Content Services or the Licensed Materials in accordance with the Contract; or

(b) any loss arising as a result of any third party bringing a claim in respect of any of the above types of loss.

12.1 In addition to the termination rights (if any) specified in the General Terms and Conditions, the Client may terminate the Contract at any time, on giving 30 days prior written notice to THE, in the event that the Institutional Content Service is unavailable for a period of 14 consecutive days (save where the period of unavailability, or any part thereof, is caused by a Force Majeure Event).

12.2 In the event that the Client terminates the Contract in accordance with Paragraph 10.2 of the General Terms and Conditions or Paragraph 12.1, the Client shall be entitled to a refund of the Charges that the Client has paid in advance (calculated on a pro-rata basis) in respect of the remainder of the Term.