Eduserv Chest General Licence Conditions for Datasets Effective 1 January 2007

In these General Licence Conditions, unless the context clearly requires an alternative

interpretation, the following terms shall have the meanings ascribed to them:

member or employee of the Licensee, authorised by the Licensee to access the

Licensee's library and information services whether from a computer or terminal on the

Licensee's Secure Network or offsite via a Secure Access Management System or, in

the case of Licensed Materials, access to the Licensee's onsite library facilities.

Licensee's rights to access and use the Licensed Work pursuant to this Licence.

for the Licensee or for a User.

any) in either printed or electronic form.

documentation relating to it;

a Licensed Institution is at fault.

trademarks whether registered or unregistered; semi-conductor topography rights and

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all other industrial commercial or intellectual property rights existing in any jurisdiction

and all rights to apply for the same.

related Documentation produced or existing in physical form as more fully described in

Schedule 4 Part 1.

Documentation in non-physical form as more fully described in Schedule 4 Part 1.

the bona fides and access permissions afforded to Users of the Licensee's library and

information services including by way of example and not be way of limitation the

Secure Access Management System known as "Athens".

within the Internet) which is only accessible to Users whose identities are authenticated

by the Institution at the time of login and periodically thereafter consistent with current

best practice and whose conduct is subject to regulation by the Institution. A cache

server or other server or network which can be accessed by unauthorised users is not a

secure network for these purposes.

to use the Licensed Work and Documentation in accordance with the Licence.

editions of Products provided on a physical medium.

and Documentation and comprising either "Authorised Users", or "Walk-in Users" if the

same are identified in Part 1 of this Schedule 4 Licence as permitted.

access the secure network of the Licensed Institutions only via a computer or terminal

within the Licensed User's premises.

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The Licensor warrants that it has the authority to grant the Licence granted hereunder.

The Licensor hereby grants to the Licensee a non-exclusive, non-transferable Licence to use

the Products and the Licensed Materials accessed in the Territory upon and subject to the

General Licence Conditions in Part 2 of this Schedule 4 and, if applicable, the Special Licence

Conditions in Part 3 of this Schedule 4 for the whole of the Licence Period.

and distribution of the Licensed Work in accordance with the provisions of the Licence.

person authorised by the Licensee for the purposes of the normal business of the

Licensee's organisation at any Site in the Territory. Permitted use of the Licensed

Work includes:

General exclusions:

part-time courses.

In 4.2.6 and 4.2.7 above, the Licensor may allow such use in return for

acknowledgement of use of Product and/or for an agreed fee.

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nationality or citizenship.

by the Licensee with the right to access, use or download the Licensed Work sign a

declaration of understanding of the Licensor's Intellectual Property. An example of this

type of declaration as commonly used in UK academic institutions is shown in Part 4 of

this Schedule 4.

authorised by the Licensee for the purposes of the normal business of the Licensee's

organisation.

technical contacts by and through whom all technical enquiries, support and information

requests will be made by the Licensee.

results of searches of the data for the purposes set out in Condition 4.2 above.

or copy Licensed Materials.

used in perpetuity but subject to the provisions of the Licence.

The Licensee shall pay to Eduserv Chest the Charges shown in Part 1 of this Schedule 4 (or

Schedule 5 if applicable) or otherwise due under the Licence.

Licensed Work.

including any trade mark or copyright notices on or in the Products or its carrier medium

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or on any Licensed Materials. The Licensee shall incorporate such proprietary

markings in any derivative material. Users shall be required by the Licensee to

acknowledge clearly the Licensor's copyright in any derivative material.

Licensed Works without the Licensor's prior written consent.

information of the Licensor or of third parties. The Licensee undertakes to keep

confidential the Licensed Work and save for access permitted to Users pursuant to the

Licence shall not divulge the Licensed Work to any third party without the prior written

consent of the Licensor.

information of the other party designated as confidential and obtained under or in

connection with the Licence and shall not divulge the same to any third party without

the prior written consent of the disclosing party.

to those employees, agents or subcontractors bound under equivalent conditions of

confidence who are directly involved in the use of Product, and shall ensure that such

persons are aware of and undertake to comply with these obligations of confidentiality.

receipt from the disclosing party;

notwithstanding the termination of the Licence for any reason whatsoever.

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The Licensor may upon reasonable notice send a representative to a Site to verify compliance

with this Licence.

Licensed Work is substantially in accordance with the Documentation or in the

Licensor's or the Products owner's product description documentation. The Licensor

does not warrant that the Licensed Work will meet the Licensee's requirements or that

the Licensed Works will be Error free.

Licensee's individual requirements and that it is the Licensee's responsibility to ensure

that the Licensed Work meets the Licensee's requirements.

function not described in the Documentation referred to in Condition 10.1.

shall be limited to the correction or replacement of the Licensed Work in whole or in

part.

personal injury to any person or loss of or damage to the Licensee's tangible property

caused by the Licensor's negligence, provided that the Licensor's liability in respect of

loss or damage to property shall not exceed the amount of £100,000 (one hundred

thousand pounds) (or such greater sum as may be agreed between the Licensor and

Licensee) in respect of any one incident or series of incidents attributable to the same

cause.

any kind whatsoever, express or implied, statutory or otherwise, including as to the

quality or fitness for any particular purpose, of the Licensed Work.

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otherwise for any consequential or indirect loss or damage howsoever arising and of

whatsoever nature suffered or incurred by the Licensee including (without limitation)

loss of profits, loss of contracts, loss of data, loss of operation time or loss of use of any

equipment or process suffered indirectly by the Licensee and loss of anticipated

savings.

Licensee either in tort, contract or otherwise whatsoever for any loss, damage, injury or

expense howsoever arising out of or in connection with the supply or use of the

Licensed Work or the manner of performance of the Licence.

injury of any person or property occasioned by the act, neglect or default of the

Licensee except, and insofar as the Licensor is liable as aforesaid.

expenditure incurred by the Licensee as a result of any infringement or alleged

infringement of copyright or any intellectual property rights of a third party when the

Licensed Work is used by the Licensee for the purposes licensed hereunder provided

that:

becoming aware of any such alleged infringement and, at its own expense,

the Licensor shall conduct all negotiations for settlement of such allegations

and any litigation that may arise therefrom;

assistance for the purposes of courtesy and defending such claims or demand

or action and shall be indemnified against all costs and expenses in so doing;

defence of such claim or demand or action.

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Licensed Work the Licensor may at its own expense modify or replace Licensed Work

with materials of equivalent performance so as to avoid infringement.

Licensor; or

supplied pursuant to Condition 12.2.

alleged infringement of any third party proprietary rights in the Licensed Work.

Both the Licensee and Licensor may use the name of the other in advertising or publicity

relating to the Licensed Work subject to prior written consent having been obtained. Such

consent shall not be unreasonably withheld.

If the Licensor shall make an arrangement with its creditors or shall go into liquidation (other

than a voluntary liquidation for the purpose of amalgamation or reconstruction where the

emergent company assumes the obligations of the Licensor) or if a receiver shall be appointed

for the whole or any part of the Licensor's assets or undertaking then the Licensee shall have

the right to continue to use the Licensed Work in accordance with and subject only to Condition

4 in perpetuity.

in breach of its obligations under the Licence, and in the event of a breach capable of

being remedied, fails to remedy the breach within thirty days of receipt of notice in

writing specifying the nature of the breach.

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make an arrangement with or assignment in favour of its creditors or shall go into

liquidation (other than a voluntary liquidation for the purposes of amalgamation or

reconstruction) or have a receiver appointed of its property or assets or any part

thereof. If termination is invoked by the Licensee under the provisions of this Condition

15.2 all the material provided under this Licence may continue to be used and all

Commercial Exploitation restrictions removed.

Termination of the Licence howsoever arising shall not affect the rights of either party under

the Licence which may have accrued up to the date of termination.

Neither party hereto shall be liable for any delay or failure to perform its obligations caused by

any industrial dispute or other circumstances beyond its reasonable control.

The Licence is personal to the Licensee and the Licensee may not assign or otherwise transfer

its rights or obligations under this Licence without the prior written consent of the Licensor.

Any notice to be served hereunder shall be in writing and sent by hand or registered post to the

address of the recipient as set out in Schedule of Particulars, or as otherwise notified from time

to time.

If any provision of this Licence shall finally be held illegal or unenforceable such provisions

shall be severed and the remainder of the Licence shall remain in full force and effect unless

the business purpose of the Licence is substantially frustrated thereby.

No waiver of any breach of this Licence shall constitute a waiver of any other breach of the

same or other provision of this Licence and no waiver shall be effective unless made in writing.

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Whenever, under the Licence any sum of money shall be recoverable from or payable by the

Licensor, the same may be deducted from any sum then due or which at any time thereafter

may become due to the Licensor, under this Licence or any contract with the Licensee.

Licensor, or by a sub-contractor, whose admission would be, in the opinion of the

Licensee, undesirable.

addresses of all the persons who may at any time require admission in connection with

the performance of the Licence, to any Site, specifying the capacities in which they are

concerned with the Licence and giving such other particulars as the Licensee may

reasonably require.

Site and as to whether the Licensor has failed to comply with the provisions in

Condition 23.2 shall be final and conclusive.

All disputes, differences or questions between the parties to the Licence with respect to any

matter or thing arising out of or relating to the Licence, except those for which the decision of

the Licensee or any other person is by the Licence expressed to be final and conclusive, shall,

after written notice by either party to the Licence to the other, be referred to a single arbitrator

agreed for the purpose, or in default of such agreement to be appointed at the request of either

party by the President of the British Computer Society. Such reference shall be deemed to be

a submission to arbitration under the Arbitration Act 1950 and 1979 or any statutory

modification or enactment thereof.

This Licence shall be considered as a contract made in England and subject to English law in

the jurisdiction of English courts.

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Licensor and the Licensee as to the subject matter hereof and supersedes all previous

communications, representations and arrangements, either written or oral, and the

Licensee hereby acknowledges that no reliance is placed on any representation made

but not embodied in this Licence or the Agreement.

Licence Conditions in Part 3 of this Schedule 4, then the Special Licence Conditions

shall prevail.