When you complete and send us the on-line order, you are offering to enter into an agreement with us on the following Terms and Conditions. Following our receipt of your on-line order we will inform you if we do not, for any reason, accept and process your order. We reserve the right to reject any order as we see fit.
If we accept your order, we will confirm that acceptance to you by e-mail and, on our sending that confirmatory e mail to you an agreement ("the Agreement") for the supply of the Journal(s) selected by you in your order will be created between you (also referred to here as "Licensee") and Oxford University Press (referred to here as "we" or "Licensor").
Orders are regarded as firm and payments are not refundable. Claims for misdirected print issues cannot be considered more than FOUR months after publication or date of order, which ever is later. Please give FOUR weeks notice of change of address – supplying both the old and new address details.
You will not have the right to cancel the Agreement under regulation 10 of the Distance Selling Regulations 2000 once the supply to you of the Journal(s) has begun with your agreement. You agree that the supply to you of the Journal(s) may begin before the expiry of the cancellation period given by those regulations. The supply to you of the Journal(s) will begin when we send you an e –mail containing your password and make the Journal(s) available to you for the first time.
In relation to online access to the Journal(s)
It is agreed as follows:
In this Agreement, the following expressions shall have the following meanings:
"Commercial Use" shall mean use for the purposes of monetary reward (whether by or for the Licensee or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Licensed Work(s);
"Online Registration Materials " shall mean the registration materials appearing at www3.oup.co.uk/oupbin/Register required to be submitted by the Licensee before the Licensee can access the Licensed Work(s);
"Licensed Work(s)" shall mean the online version of each of Licensor's journals for which the Licensee holds a current subscription for online access or which includes online access;
"Licensor Trademarks" shall mean the designations OXFORD and OXFORD UNIVERSITY PRESS;
"Material" shall mean any abstract, article, index, advertising or other material contained in the Licensed Work(s) and accessed online;
"Passwords" shall mean any Licensee’s password(s) required to be created in the Online Registration Materials;
"Server" shall mean either Licensor’s server or a third party server designated by Licensor on which the Licensed Work(s) are mounted and through which the Licensee and its authorised Users may gain access to the Licensed Work(s) by means of the World Wide Web;
"Subscription Period” shall mean the period commencing on the date on which the Online Registration Materials are completed and in relation to each Licensed Work shall continue (subject to the provisions for earlier termination contained below) for so long as the Licensee has a current subscription for that Licensed Work for online access or which includes online access
2. Grant of Licence, Usage Rights And Limitation On Use
2.1. Licensor grants the Licensee the non-exclusive and non-transferable right to access and use the Licensed Work(s) throughout the Subscription Period for the purposes of research, teaching, and private study.
2.2. Throughout the Subscription Period, the Licensee may:
2.2.1. access the Server in order to search the Licensed Work(s) and to view, retrieve, and display portions thereof;
2.2.2. electronically save portions of the Licensed Work(s);
2.2.3. print out single copies of portions of the Licensed Work(s);
2.3. These rights may only be exercised by means of a workstation at which the Licensee is located. The rights are personal to the Licensee and may not be exercised by any other person.The Licensee may not:
2.3.1. remove or alter Licensor’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Work(s);
2.3.2. systematically make printed or electronic copies of multiple portions of the Licensed Work(s) for any purpose;
2.3.3. display or distribute any part of the Licensed Work(s) on any electronic network including without limitation the Internet and the World Wide Web;
2.3.4. permit anyone to access or use the Licensed Work(s);
2.3.5. use all or any part of the Licensed Work(s) for any Commercial Use.
3. Responsibilities Of The Licensee
3.1. The Licensee will provide all identifying information relating to the Licensee required by the Online Registration Materials. The Licensee acknowledges that access to the Licensed Work(s) under this Agreement is conditional upon the Licensee completing the Online Registration
Materials. The Licensee will amend the Online Registration Materials promptly following any additions, deletions or other alterations to the information supplied.
3.2. The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Licensed Work(s) online..
3.2.1. The Licensee will be responsible for the confidentiality and all use of its Password(s).
3.3. The Licensee will notify Licensor as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Licensee’s Password(s); or (b) any unauthorised use of any of the Licensee’s Password(s);
4. Responsibilities of Licensor
4.1. Licensor shall use all reasonable efforts:
4.1.1. to make the Licensed Work(s) available by means of the World Wide Web to the Licensee throughout the Subscription Period;
4.1.2. to ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service consistent with current standards in the World Wide Web on-line information provision industry;
4.1.3. to restore access to the Licensed Work(s) as soon as possible in the event of an interruption or suspension of the service.
5. Acknowledgement And Protection Of Intellectual Property Rights
5.1. The Licensee acknowledges that all copyrights, patent rights, Licensor Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Licensed Work(s) (collectively the "Licensor Intellectual Property"), are the sole and exclusive property of
Licensor and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Work(s) in accordance with the terms and conditions of this Agreement.
5.2. The Licensee shall notify Licensor promptly (i) of the facts and circumstances surrounding any unauthorised possession or use of the Licensed Work(s), or Licensor Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Licensed
Work(s) infringes an intellectual property or proprietary right of any third party.
6. Representations and Warranties
6.1. Licensor represents and warrants that it has the power to enter into this agreement and to grant the rights conferred herein to the licensee and that the licensed work(s) do not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
6.2. Save as provided above, licensor gives no warranty, express or implied, and makes no representation that (i) the licensed work(s) will be of satisfactory quality, suitable for any particular purpose or any particular use under specified conditions. Notwithstanding that such purpose, use, or conditions be known to licensor or (ii) that the licensed work(s) will operate effor free or without interruption or that any errors will be corrected; or (iii) that the material published in the licensed work(s) is either complete or accurate.
6.3. In no circumstances will licensor be liable to the licensee or any third party for any loss resulting from a cause over which licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors.
6.4. In no circumstances will licensor be liable to the licensee or any third party for any consequential, incidental, special or indirect damages or loss of profits including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the licensed work(s).
6.5. Without prejudice to the indemnity in Clause 7.1, the licensee agrees that the entire liability of licensor to the licensee arising out of any kind of legal claim (whether in contract, tort, by statute or otherwise) in any way connected with the use or inability to use the licensed work(s) shall be the refund of any fee paid to the licensor for online access to the licensed work(s).
7. Indeminification and Force Majeure
7.1. Notwithstanding the limitation of liability in clause 6.5, Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Licensor that constitutes a breach of Licensor's warranties hereunder.
7.2. The Licensee shall defend, indemnify, and hold Licensor harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorised use or dissemination of the Licensed Work(s) by the
Licensee or Authorised Users and (ii) any violation of this Agreement or of any third-party’s rights by the Licensee or Authorised Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
7.3. The obligations in clauses 7.1 and 7.2 will survive the termination of this Agreement.
7.4. The Licensee and Licensor shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care.
Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
8.1. Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without
limitation, a breach by the Licensee of the provisions of Clause 3.3 above would constitute a material breach of this Agreement.
8.2. Licensor reserves the right at any time on 30 days notice to the Licensee to terminate this Agreement in respect of any Licensed Work(s) due to ceasing publication of such Licensed Work(s).
9.1. This Agreement is personal to and binding on the parties and neither this Agreement nor any of the rights under it may be assigned or sublicensed.
9.2. All notices required to be given under this Agreement shall be given in writing in English and left at or sent by first class registered or recorded delivery to the appropriate address shown at the head of this Licence, or such other address as the party concerned shall from time to time designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered (i) when left at the addressee's address; or (ii) if posted 10 (ten) days after posting. All notices to Licensor shall be marked for the attention of the Group Legal Director. All notices to the Licensee shall be marked for the attention of the Licensee whose contact details are given in the Online Registration
9.3. This Agreement constitutes the entire agreement of the parties about its subject matter, supersedes 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 in writing signed by both parties.
9.4. No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
9.5. The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party's rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
9.6. This Agreement is subject to the laws of England and Wales.
9.7. Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.