Terms of Service and Licence Agreement

This document (referred to as the “Terms”) is a legal agreement between the Licensee (you) and Well Informed Limited (WIL). Read this document carefully before you start using the Software. It provides a licence to use the Software and contains warranty information and liability disclaimers.
These Terms are binding on any use of the Software and apply to you from the time that WIL provides you with access to the Software. If you do not agree with these Terms, do not use the Software.
1. DEFINITIONS
1.1 In this License the following words and expressions shall have the following meanings:
‘Authentication System’
A username and password, IP address or range of IP addresses or any other Authentication System satisfactory to the Licensor, by which the Licensee will ensure that only Authorised Users are given access to the Licensed Material electronically online.
‘Authorised User’
i) An individual who at the Effective Date or during the Licence Period:
a. is employed by or under contract to the Licensee (on a temporary, permanent or visiting basis), or who is studying at the Licensee’s Site or off Site; or
b. is a registered user of the Licensee’s library or information service; and
c. can access the Licensed Material onsite from a computer terminal on the Licensee’s Secure Network or offsite via a modem link to a computer terminal which uses an Authentication System satisfactory to the Licensor and is connected to the Licensee’s Secure Network or Client Machines; and
d. has been notified by the Licensee of the necessity of complying with all restrictions on use of the Licensed Material contained in Clause 2.3 of this Licence.
ii) An individual who is not employed by or under contract to or studying at the Licensee’s Site but at the Effective Date or during the Licence Period:
a. is permitted by the Licensee to use the Licensee’s reference facilities on an ad hoc basis; and
b. whom the Licensee wishes to authorize to have access to the Licensed Material; and
c. who can access the Licensed Material onsite from a computer terminal of the Licensee or offsite via a modem link to a computer terminal which uses an Authentication System satisfactory to the Licensor and is connected to the Licensee’s Secure Network; and
d. who has agreed to abide by the restrictions on use of the Licensed Material contained in Clause 2.3 of this Licence.
‘Effective Date’
The date of completion by the Licensee of the Registration Details or of payment of the Electronic Subscription Fee, if later.
‘Electronic Subscription Fee’
The fee payable by the Licensee in consideration of the grant to the Licensee of the Rights.
‘Intellectual Property’
Copyright database rights, patents, design rights and trademarks whether registered or unregistered, semi-conductor, topography rights and all other industrial or intellectual property rights existing in any jurisdiction, and all rights to apply for the same.
‘Licensed Material’
WIL Resources online published and made available by the Licensor electronically online.
‘Licensee’
the organisation paying for the licence and which has been identified in the Registration Details.
‘Licensee’s Client Machines’
The computer hardware from which the Licensee provides online access to the Licensed Material over the Secure Network to Authorised Users.
‘Licence Period’
The period from the Effective Date as set out in the Registration Details for which the Licensee is granted rights.
‘Licensor’
Well Informed Limited (WIL) , whose registered office is at Well Informed Limited, Suite 235, 15 Ingestre Place, London W1F 0DU, United Kingdom, which expression shall include any subsidiary to or associated with WIL, and the WIL’s administrators or successors in business as the case may be.
‘Licensor’s Server’
The computer hardware from which the Licensor will make available for retrieval by the Licensee the Licensed Material.
‘Network’
The communication network or networks which link together through computer software and/or telecommunication satellite, cable or broadcasting services, or through any other medium the Licensee’s Client Machines and the Licensor’s Server.
‘Registration Details’
Technical and contractual details provided by the Licensee to the Licensor using the form supplied via WILĂ­s online website, by post, facsimile or any other means.
‘Rights’
The non-exclusive, non-transferable right for the Licence Period in relation to the whole or any part of the Licensed Material, but only at the Site:
i) ‘Licensor’: to effect a link between the Licensee’s Client Machines and the Licensor’s Server;
ii) ‘Licensee’: to access via the link the Licensed Material held on the Licensor’s Server and retrieve and temporarily cache it in the browser or proxy cache of the Licensee;
iii) ‘Licensee’: subject to the provisions of Clause 5 and in each case for the purposes only of personal research and/or private study by Authorised Users to give access to the Licensed Material from the Licensee’s Client Machines over the Secure Network to Authorised Users and to permit Authorised Users to search, view, retrieve and display on the Authorised User’s computer terminal, situated onsite and/or (via the Authentication System) to a computer terminal offsite, the Licensed Material; and to print and/or download not more than one per cent of the aggregate of the Licensed Material or no more than is covered by Fair Use.
‘Secure’
With regard to the Licensee’s Client Machines or Network from which access to Authorised Users is to be given, ‘secure’ shall mean only a server or network or networks over which the Licensee can exercise control, so as to comply with the terms of this Licence. A cache server or other server network which can be accessed remotely by un-authorised users is not secure for these purposes.
‘Site’
The geographical site nominated by the Licensee from which Authorised Users can via the Authentication System access the Licensed Material through the Licensee’s Client Machines or Secure Network located at the Site or remotely via the Site and which is (or are) designated for access in the Registration Details completed by the Licensee. If the Licensee occupies more than one geographical site (for example if the Licensee is a local authority with many libraries) this Licence will cover each geographical location from which the Licensee wishes to provide access to the Licensed Material.

2. GRANT OF RIGHTS; RESERVATION OF RIGHTS
2.1 In consideration of the payment of the Electronic Subscription Fee and of the agreement by the Licensee to abide by the terms of this Licence, the Licensor will, on the completion by the Licensee of the Registration Details and payment of the Electronic Subscription Fee, grant to the Licensee for the Licence Period the Rights.
2.2 Nothing contained in this Licence gives the Licensee or any Authorised User any rights in the Intellectual Property or confidential information of the Licensor in the Licensed Material.
2.3 Neither the Licensee, nor any Authorised User, shall store transiently or permanently on any medium, transfer, transmit, reproduce, loan to any third party, publish or otherwise exploit, modify, or create derivative works from, or combine with other material, the Licensed Material except to the extent necessary to exercise the Rights granted by this Licence. For the avoidance of doubt, neither the Licensee nor any Authorised User shall use the Licensed Material in whole or in part for the purposes of electronic inter-library loan, for any external commercial re-use. The Licensee may, however, supply to an Authorised User of another library by post or fax, a single paper copy of an electronic original for the purposes of research or private study and not for Commercial use.
2.4 The Licensor reserves the right at any time to withdraw from the Licensed Material any component included in it:
2.4.1 if the Licensor no longer retains the right to publish such component;
2.4.2 if at the Licensor’s sole discretion the Licensor believes that there is at least a reasonable chance that publication of it would amount to an infringement of copyright database right defamation or any other unlawful act.

3. USAGE RESTRICTIONS
The following are prohibited without the express permission of the Licensor:
3.1 The rental, loan (free or for money or money’s worth) or hire purchase of the Licensed Material, save with the express consent of the Licensor.
3.2 Any activity which raises the reasonable prospect of impeding the Licensor’s ability or opportunities to market the Licensed Material.
3.3 Any electronic distribution or dissemination of the Licensed Material save as expressly permitted by this Licence.
3.4 Any alteration, amendment, modification or deletion from the Licensed Material, whether for the purposes of error correction or otherwise.
3.5 Permanent storage of more than one per cent of the aggregate of the Licensed Material or any more than is consistent with Fair Use on the Licensee’s Client Machines or Network of Authorised Users or in any other media in the Licensee’s possession or under its control.

4. DURATION OF LICENCE
4.1 This Licence shall commence on the Effective Date and shall (subject at all times to earlier termination in accordance with the provisions of this Licence) remain in effect for the Licence Period at the end of which it shall automatically expire unless the parties shall previously have agreed to renew it.

5. OBLIGATIONS OF THE LICENSOR
5.1 The Licensor shall:
5.1.1 use all reasonable endeavours to ensure that the Licensor’s Client Machines have sufficient capacity band width and rate of connectivity to provide the Licensee with a quality of service comparable with the current standards in the World Wide Web online information provision industry for similar products;
5.1.2 provide the Licensee with all information necessary to access the Licensed Material online;
5.1.3 use all reasonable endeavours to restore access to the Licensed Material as soon as possible in the event of an interruption or suspension of availability.

6. OBLIGATIONS OF THE LICENSEE
6.1 The Licensee shall:
6.1.1 provide:
6.1.1.1 a list of valid IP addresses for Authorised Users who will access Licensed Material from or via the Secure Network or Secure Server at the Site (where access via IP address is the required Authentication System);
6.1.1.2 a referral URL from where Authorised Users will be directed from to access Licensed Material;
6.1.1.3 a text file containing unique identifiers for Authorised Users who will access Licensed Material
6.1.2 amend Registration Details promptly and in any event within 30 days;
6.1.3 obtain at its cost all telecommunications and other equipment and software (including an Internet browser), together with all relevant software licences to access the Licensed Material from the Licensor’s Server and disseminate it over the Secure Network at the Site. The Licensee accepts that the Licensor has no control over such telecommunication services and that the Licensor shall have no liability to the Licensee for the acts or omissions of providers of telecommunication services or for faults in or failures of their apparatus;
6.1.4 use reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed Material and that all Authorised Users abide by the provisions of Clauses 2.3 and 3 of this Licence;
6.1.5 so soon as practicable after becoming aware of any breach by an Authorised User of the terms of this Licence, terminate such Authorised User’s access to the Licensed Material from the Site and notify the Licensor in writing of such termination.

7. THE LICENSOR’S WARRANTIES
7.1 The Licensor warrants that it has the right to license the Rights granted to the Licensee under this Licence.
7.2 The Licensor warrants that the Licensed Material does not infringe any copyright or any other proprietary or intellectual property rights of any person. The Licensor shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall not apply if the Licensee has amended the Licensed Material in any way not permitted by this License.
7.3 Except as provided in Clause 7.2, under no circumstances shall the Licensor be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Material. Irrespective of the cause or form of action, the Licensor’s aggregate liability for any claims, losses or damages arising out of any breach of this Licence shall in no circumstances exceed the Electronic Subscription Fee paid by the Licensee to the Licensor under this Licence in respect of the Licence Period during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this Licence more than six (6) months after the cause of action arises.
7.4 The warranty set out in Clause 7.1 is in lieu of all warranties, terms and conditions whether implied by or arising under statute or common law, custom, trade usage or course of dealing between the parties or otherwise, all of which are hereby excluded to the fullest extent permitted by law. The Licensed Material is provided on an ‘as is’ and ‘as available’ basis and accordingly the Licensor does not give any warranty express or implied or make any representation:
7.4.1 that the Licensed Material will be suitable for any particular requirement of the Licensee or of any Authorised User for any particular use by the Licensee or by any Authorised User under specific conditions even if such requirement or use or conditions may be known to the Licensor; or
7.4.2 that the Licensor’s online service will operate error-free or without interruption or that any errors will be corrected; or

8. LIMITATION OF THE LICENSOR’S LIABILITY
8.1 The Licensor’s liability to the Licensee shall be limited:
8.1.1 to exclude altogether liability, howsoever arising, for loss of profits, loss of business or of anticipated savings, loss of goodwill, loss of reputation and for any other type of special, indirect, incidental or consequential loss or damage;
8.1.2 by capping the Licensor’s liability to the total amount paid by the Licensee to the Licensor in connection with this Licence.

9. TERMINATION
9.1 This Licence may be terminated by either party by giving 30 days’ notice in writing to the other if the other party commits any material or persistent breach of any term of this Licence and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a written request to remedy the same.

10. EFFECT OF TERMINATION
10.1 On termination of this Licence for any reason:
10.1.1 the Licensee shall immediately cease to make available to Authorised Users the whole or any part of the Licensed Material;
10.1.2 the Licensee shall within 7 days delete any of the Licensed Material held on the Licensee’s Client Machines or Network or which are otherwise in its possession or under its control and shall certify to the Licensor that this has been done, where required, and that no copies in any media have been retained.

11. FORCE MAJEURE
The parties accept no responsibility for breaches of this Licence occurring as a result of circumstances beyond their control.

12. WAIVER
Any failure or delay by either party to exercise or enforce any right conferred by this Licence shall not be deemed to be a waiver of such right.

13. ENTIRE AGREEMENT
This Licence represents the entire agreement between the Licensor and the Licensee concerning the Licensed Material. The terms of this Licence supersede all prior purchase orders, written terms and conditions, written or verbal representations, advertising or statements relating in any way to the Licensed Material.

14. SEVERABILITY
If any provision of this Licence is found to be invalid or unenforceable by a court of law of competent jurisdiction, such a finding shall not affect the other provisions of this Licence and all provisions of this Licence unaffected by such a finding shall remain in full force and effect.

15. GOVERNING LAW AND JURISDICTION
These terms are governed by English law and the English courts shall have exclusive jurisdiction.

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