This License Agreement (this "Agreement") is effective immediately between DIGITALIA Inc., a corporation organized under the laws of the state of Delaware ("Licensor") and the Individual Subscriber who logs onto the service ("Licensee").
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
The materials that are the subject of this Agreement shall consist of electronic information published or otherwise made available by Licensor (hereinafter referred to as the "Licensed Materials").
Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither Licensee nor its Authorized Users shall have any right, title or interest in the Licensed Materials except as expressly set forth in this Agreement.
Licensor hereby grants to Licensee non-exclusive and non-transferable use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement.
Licensee shall make payment to Licensor for use of the Licensed Materials pursuant to the terms set forth in the registration on PayPal, by check or money wire.
Licensor shall notify Licensee within thirty (30) days of any increase in fee for any licensed material covered by this Agreement. The notification shall include when fee payments are due.
Authorized User. "Authorized User" is: solely the person whose name appears with the e-mail address and password and has authorized payment for the service. Such use shall be on the terms and conditions set forth in this agreement.
Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international law. Nothing in this Agreement shall be interpreted to limit in any way whatsoever Licensee's or any Authorized User's rights under the Fair Use provisions of United States or international law to use the Licensed Materials.
Licensee and its Users shall not use the Licensed Materials for any purpose other than the purposes specifically permitted by this Agreement.
Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials.
Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor.
Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials.
Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale, lease, assignment, loan, gift, or otherwise of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form; make any significant portion of the Licensed Materials available to anyone other than Users in machine-readable form.
Download or copy. Licensee and its Users shall not download or copy all or any material portion of the Licensed Material to any media whatsoever, except small extracts for teaching, research, and scholarship.
Licensor has a copyright on the Licensed Material. Licensor owns the Licensed Material and neither Licensee nor Users obtain any right, title, or interest in the Licensed Materials except as expressly set forth in this Agreement.
When Licensed Content is used or referenced in any publication, essay, paper, or materials for course work, Licensor must receive appropriate attribution in accordance with the prevailing scholarly standards.
Availability of Licensed Materials. Licensor shall make the Licensed Materials available to Licensee and Authorized Users immediately upon payment and acceptance of the License terms.
Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the scholarly information provision industry in the Licensee's locale.
Provision of Notice of License Terms to Authorized Users. Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement.
Protection from Unauthorized Use. Licensee shall implement reasonable procedures to restrict access to the Licensed Materials to Authorized Users.
Maintaining Confidentiality of Access Passwords. Licensee shall maintain the confidentiality of any passwords provided by Licensor.
The Licensee is responsible for establishing and maintaining hardware and Internet access to provide access to, and to transmit, the Database to Authorized Users.
Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee and cooperating with the Licensee to avoid recurrence of any unauthorized use.
Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Licensee agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Licensor may terminate such Authorized User's access to the Licensed Materials immediately if Licensor detects excessive downloading activities. Licensor will notify Licensee of this action within two business days.
This Agreement shall continue in effect for one (1) year- commencing immediately.
This agreement shall be renewable at the end of the current and future terms for up to five successive terms under the same terms and conditions herein unless Licensee gives written notice of its intention not to renew thirty (30) days before expiration of the current term.
Subject to the Limitations set forth elsewhere in this Agreement:
Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
Notwithstanding anything else in this Agreement:
Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials.
Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, 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.
Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party.
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. In the event Licensee issues a purchase order or other document, Licensee agrees that the document shall be for its internal purposes only and shall in no way modify or affect any of the terms or conditions of this Agreement.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
This Agreement shall be governed by, and construed and interpreted in accordance with the laws of Delaware.
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