Opars Digital Content: Single Institutional Agreement

The institution named in the Online Registration Materials Form hereunder ("the Institution"), offers to enter into an agreement with Opars ("us") for online access to any digital content purchased by the Institution, under the Terms and Conditions set out in this document. By submitting the form you personally are representing to us that you have the authority to enter this agreement on behalf of the Institution.

Following our receipt of your 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 indicating the order processing status and, on our sending that confirmatory email to you an agreement ("the Agreement") for the supply of the digital individual products and collections selected by you in your order will be created between you and Opars.

Orders are regarded as firm and payments are not refundable.

You will not have the right to cancel the Agreement under regulation 10 of the Distance Selling Regulations 2000 after you have received access to the digital content. The supply to you of the digital content(s) will begin when we send you an email indicating the completion status of the order and make the digital content(s) available to you for the first time. You agree that the supply to you of the digital content(s) may begin before the expiry of the cancellation period given by those regulations.

In relation to online access to the digital content(s)

IT IS AGREED AS FOLLOWS (and in the terms below "Licensee" means the individual named in the order)

THIS INSTITUTIONAL ONLINE AGREEMENT ("the Agreement") is made between Opars ("Licensor") and the Institution named in the Online Registration Materials Form located online below ("Licensee") and is made as of the date an authorised representative of the Licensee completes the Form.

IT IS AGREED as follows: 

1. DEFINITIONS

In this Agreement, the following expressions shall have the following meanings:

"Authorised User" shall mean an individual who is authorised by the Licensee to access the Licensee’s information services available through the Licensee’s Secure Network and who is (i) affiliated with the Licensee as a current student, faculty, library patron, employee, contractor or in some other capacity whereby they are permitted to access such services in the Licensee’s ordinary course of business, whether from a computer or terminal on the Licensee’s Secure Network or offsite via a modem link to a valid IP address on the Licensee’s Secure Network; or (ii) physically present on the Licensee’s premises;

"Commercial Use" shall mean use for the purposes of monetary reward (whether by or for the Licensee, an Authorised User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other forms of exploitation of the Licensed Work(s);

"Online Registration Materials" shall mean the registration materials appearing on Online Registration Materials Form located online below 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 products for which the Licensee holds a current institutional subscription for online access or which includes online access;

"Material" shall mean any metadata, abstract, content, 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;

"Secure Network" shall mean a network (whether a stand-alone network or a virtual network within the Internet) that is only accessible to Authorised Users. A cache server or any server or network which can be accessed by unauthorised users is not a secure network for these purposes;

"Server" shall mean either Licensor’s server or a third party server designated by Licensor on which the Licensed Work(s) is 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; 

"Site" shall mean the geographical site (or sites) in respect of which the Licensee has purchased an online subscription, from which Authorised Users can access the Licensed Work(s) onsite from a computer or terminal on the Licensee’s Secure Network located at the site and via which Authorised Users can additionally access the Licensed Work(s) offsite via a modem link to a valid IP address on the Licensee’s Secure Network located at the site;

"Access Period" shall mean the period commencing on the date on which the Online Registration Materials are completed or access to the licensed content is granted, whichever is later, 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 institutional content/platform access/subscription for that Licensed Work for online access or which includes online access. This period is, unless stated otherwise, normally indicated under "Annual Platform Fee (APF)" in the order invoice comprises a yearly periodic payment covering access to the collection plus attainable additions;

2. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE

• 2.1) In respect of each Site, Licensor grants the Licensee the non-exclusive and non-transferable right to allow Authorised Users to access and use the Licensed Work(s) throughout the Access Period by means of one or more Secure Networks for the purposes of research, teaching, and private study.
• 2.2) Throughout the Access Period, Licensee and Authorised Users may:
  • 2.2.1) access the Server by means of a Secure Network 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);
  • 2.2.4) provide print or electronic copies of all or any part of the Licensed Work(s) to national or international regulatory authorities for the purposes of or in anticipation of regulatory approval and/or trademark applications or other regulatory purposes in respect of the Licensee’s products or services.
  • 2.2.5) transmit to a third-party colleague in hard copy or electronically, minimal, insubstantial amounts of the Licensed Materials for personal, scholarly, educational, scientific, or research uses. In addition, Authorised Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Licensed Materials in the Authorised User’s own scientific, scholarly and educational works. Licensee and Authorised Users are not permitted to resell such information for any purpose, under any circumstances.
  • 2.2.6) use the licensed material to perform and engage in text mining/data mining activities for academic research, scholarship, and other educational purposes, and to utilise and share the outputs of text and data mining in their scholarly work. Licensor will cooperate with Licensee and Authorised Users in making the Licensed Materials available in a manner and form most useful to the Authorised User. Any Licensor fees for provision of copies will be on a time and materials basis only.
• 2.3) The Licensee and Authorised Users may not:
  • 2.3.1) remove or alter the 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, other than a Secure Network;
  • 2.3.4) permit anyone other than Authorised Users 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.
• 2.4) Where the Licensee is an academic library or part of a non-commercial organisation, then notwithstanding any restriction in clause 2.3, the Licensor hereby grants the Licensee the non-exclusive right to occasionally and infrequently supply (whether by post, fax or secure electronic transmission, using Ariel or its equivalent, whereby the electronic file is deleted after printing and/or delivery to the user) to an authorised user of another academic library in the same country as the Licensee or library which is part of a non-commercial organisation in the same country as the Licensee, for the purposes of research or private study and not for commercial use, a single print or digital copy of an electronic original of an individual document (such as individual article, individual book chapters, proceedings, monographs, or other individual items from Opars products in PDF format) being part of the Licensed Work(s), provided that (i) with respect to ebooks, requests for whole ebooks may be fulfilled by the Licensee, (ii) loans are not done in a manner or magnitude that would replace the receiving library’s own subscription to the Service or purchase of the underlying work, (iii) the relevant copyright notices and appropriate credit information are also transmitted. The Licensor may request reports in respect of the Licensee‘s use of the Licensed Work(s) in such inter-library loans, provided the confidentiality of user data shall be maintained.
  If the Licensee is located in the United States of America, using secure electronic, paper, or intermediated means, the Licensee may fulfil occasional requests from other non-participating institutions, a practice commonly called Interlibrary Loan. Licensee agrees to fulfil such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, “Limitations on exclusive rights: Reproduction by libraries and archives”). Electronic books are among the Licensed Materials governed by this provision, and regardless of statutory provisions or interpretation, requests for whole eBooks may be fulfilled by the Licensee. For the avoidance of doubt, the Licensor authorises such uses.
• 2.5) For orders granting time-based access, on the expiry of the Access Period, the Licensee shall be entitled to continue to exercise at no charge the non-exclusive rights granted herein (subject to the terms and conditions hereof) but only in respect of Material published for the first time during the Access Period. Nothing in this sub-clause requires the Licensor to continue to host the Material on its servers after the expiry of the Access Period or to make the Material available in any other form to the Licensee. The rights granted in this sub-clause will terminate immediately in respect of any Material which the Licensor ceases to have the right to publish. This sub-clause does not apply to orders with perpetual access permissions.
• 2.6) The Licensee is generally understood to be a single institution, which may consist of multiple campuses or sites. Opars reserves the right at its discretion to assess additional fees or require separate Institutional Agreements for certain campuses or sites or for distance education programs. In the case of a statewide university system consisting of multiple universities, each university typically would be considered a separate licensing institution.

3. RESPONSIBILITIES OF THE LICENSEE

• 3.1) The Licensee will provide all identifying information relating to the Licensee and its Authorised Users 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 via the Licensee’s Secure Network.
• 3.3) The Licensee will:
  • 3.3.1) be responsible for the confidentiality and all use of its Password(s);
  • 3.3.2) use all reasonable efforts to ensure that only Authorised Users are permitted access to the Licensed Work(s) by means of the Licensee’s Secure Network;
  • 3.3.3) take all reasonable steps to ensure that all Authorised Users abide by the terms of this Agreement.
• 3.4) 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); (b) any unauthorised use of any of the Licensee’s Password(s); or (c) any breach by an Authorised User of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement by an Authorised User, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee’s standard practice.

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 Access 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 online 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.
• 4.2) Licensor shall use all reasonable efforts to ensure that the Licensed Materials comply with the main Publishers country of origin laws and regulations, and conform to the accessibility requirements of Web Accessibility Initiative, Web Content Accessibility Guidelines (WCAG) 2.1 at level AA or Rules of accessible web creation based on UK Equality Act 2010. If the product does not comply, the Licensee has the right to adapt the Licensed Materials in order to comply with the above law. Licensor agrees to promptly respond to any complaint regarding accessibility of Licensed Materials.
• 4.3) Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Authorised Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. The Licensor agrees that no personally identifiable information, including but not limited to logins recorded in system logs, IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorised Users, Licensor shall provide the Licensee with adequate prior written notice, so that Licensee or Authorised Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorised Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised. Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement.
• 4.5) Where applicable, Licensor will provide and maintain persistent links to individual items within the Licensed Materials and make these available to Licensee.

5. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

• 5.1) The Licensee acknowledges that all copyrights, 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 the 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 intellectual property or proprietary right of any third party.

6. REPRESENTATIONS AND WARRANTIES

• 6.1) THE 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 FOR ANY PARTICULAR USE UNDER SPECIFIED CONDITIONS, NOTWITHSTANDING THAT SUCH PURPOSE, USE, OR CONDITIONS MAY BE KNOWN TO LICENSOR; OR (II) THAT THE LICENSED WORK(S) WILL OPERATE ERROR-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.
• 6.2) IN NO CIRCUMSTANCES WILL THE 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.
• 6.3) IN NO CIRCUMSTANCES WILL THE 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).
• 6.4) WITHOUT PREJUDICE TO THE INDEMNITY IN CLAUSE 7.1, THE LICENSEE AGREES THAT THE ENTIRE LIABILITY OF LICENSOR TO THE LICENSEE OR AUTHORISED USERS 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. INDEMNIFICATION 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. Nothing in this Agreement shall make the Licensee liable for breach of the terms of this Agreement by any Authorised User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.
• 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, snowstorm, 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. TERMINATION

• 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). This sub-clause does not apply to orders with perpetual access permissions.
• 8.3) Except for termination for cause, Licensor hereby grants to Licensee a nonexclusive, royalty-free, perpetual license to use the Licensed Materials that were purchased. The Licensee will pay the Licensor an Annual Platform Fee (APF), for access to the platform and attainable additions (where applicable). The Licensor shall allow the Licensee to participate in the archiving of one complete copy of the Licensed Materials, and to host on a password-protected server such archived Licensed Materials in the event the Licensor discontinues or suspends selling or licensing the Licensed Materials. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement.
  Licensor acknowledges that Licensee may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavours to exercise Licensee’s rights under this Agreement. Licensee agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Licensed Materials available for archiving purposes. Licensee may perpetually use the third-party trusted system to access or store the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement.

9. GENERAL

• 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 emailed to the appropriate email address as the party concerned shall designate by notice pursuant to this Clause. Such notices shall be deemed to be delivered one (1) business day after it has been emailed. 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 primary person whose contact details are given in the Online Registration Materials Form.
• 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. In the event of any conflict between the license terms referred to within the Online Registration Materials and this Agreement, the terms of this Agreement shall prevail.
• 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) Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.

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