License agreement for the use of the Undersea and Hyperbaric Medicine Journal
This License (referred to as the “License” and/or “Agreement”) is valid for the 12-month period in which the license is accepted via paid subscription and sets forth the terms and conditions under which the Undersea and Hyperbaric Medical Society (“UHMS”) will provide the Licensee as defined below with access to the Electronic Product knowns as the Undersea and Hyperbaric Medicine Journal (UHM Journal) subscribed to by the Licensee via UHMS.
The following terms shall be deemed to have the meaning as set forth below:
- Undersea and Hyperbaric Medical Society - The online service (or any successor thereto) available from the UHMS or its affiliates on the World Wide Web including all products, services and features offered via the service. Certain products and services under this License may be delivered from other platforms. The terms and conditions hereof are equally applicable to those products and services.
- Licensee - The customer named in the account activation process, which has authorized the acceptance of this License, and the completion of the online account activation process, provides access to the UHMS via its Secure Network for its Authorized Users as defined below, and is responsible for payments and implementation of the License.
- Electronic Products(s) - The electronic (online) editions of the UHM Journal of the UHMS and other Electronic Products and the content of such Journals and Products such as tables of content, abstracts, full text and illustrations as well as any additional electronic content not included in the print versions of the Journals and Product.
- Site — A single, geographically contiguous office building or complex or campus location plus access via the Licensee’s Secure Network, identified by the Licensee’s relevant Internet Protocol (IP) addresses, for Authorized Users as defined below. UHMS may refuse to grant a license to an institution claiming a range of IP addresses that, in the opinion of the UHMS, represents more than one campus or office complex.
- Secure Network - The network which provides access to the UHM Journal on the UHMS website for Authorized Users via the Licensee’s IP addresses.
- Authorized Users - Those persons within the Site who are authorized by the Licensee to have access to the UHM Journal on the UHMS website as set forth herein. Authorized Users must be current bona fide faculty members, students, researchers, staff members, librarians, executives or employees of the Licensee, or contractors engaged by the Licensee, provided such contractors have been informed of, and agree to abide by, the Terms and Conditions of Use set forth herein and they access the UHM Journal on the UHMS website via the Licensee’s Secure Network. Walk-in Users from the general public or business invitees may also be permitted by the Licensee to access the UHM Journal on the UHMS website from designated terminals with a Licensee-controlled IP address. These designated terminals shall be physically located on the Site in premises such as libraries or similar physical premises directly controlled by the Licensee.
- Intellectual Property Rights - These rights include, without limitation, patents, trademarks, trade names, design rights, copyright (including rights in computer software), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, which may subsist anywhere in the world.
B. ACCESS PRIVILEGES
- UHMS grants to the Licensee and its Authorized Users, a one-year, non-exclusive, non-transferable right and license to access, via the UHMS website, the Electronic Products licensed by the Licensee hereunder (the “Licensed Electronic Products”) on the Terms and Conditions of Use described below.
- Authorized Users will have access to all abstracts and full text articles for the Licensed Electronic Products published online in the UHM Journal on the UHMS website during the subscription year.
- During the Term, the Licensee and its Authorized Users will also have unlimited access to all available Tables of Contents, article abstracts, chapter summaries and associated websites for all Electronic Products on the UHM Journal files on the UHMS website.
- The Licensee grants access to UHMS only to Authorized Users as defined herein. There is no restriction on the number of Authorized Users who may access the UHM Journal on the UHMS website concurrently.
- The Licensee acknowledges that the Electronic Products and UHMS and the Intellectual Property Rights contained therein are protected by law. All rights not specifically licensed herein to the Licensee are expressly reserved by the UHNMS. The contents of the UHM Journal on the UHMS website and the Electronic Products are intended for the personal, non-commercial use of the Authorized Users.
- UHMS reserves the right to modify the User Agreement as described therein.
C. TERMS AND CONDITIONS OF USE
- The rights and restrictions governing access to the UHM Journal on the UHMS website and the Electronic Products by the Licensee and its Authorized Users are outlined in the Terms and Conditions of Use below.
- 1.a. Authorized Users may download, search, retrieve, display and view, copy and save to hard disk or diskette and store or print out single copies of individual articles, chapters or entries in the Licensed Electronic Products for the Authorized User’s own personal use, scholarly, educational or scientific research or internal business use. Authorized Users may also transmit such material to a third-party colleague in hard copy or electronically, for personal use or scholarly, educational, or scientific research or professional use but in no case for re-sale, systematic redistribution, or for any other use. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from individual articles, chapters or other entries from the Licensed Electronic Products in the Authorized User’s own scientific, scholarly and educational works such as books and articles.
- 1.b. The Licensee and its Authorized Users may create links to the UHM Journal on the UHMS website from their Online Public Access Catalog (OPAC) records, library catalogs, link resolvers, locally hosted databases or library web pages, provided those links are operated by the Licensee on a Secure Network, do not result in access to licensed content by anyone other than Authorized Users and are not used in connection with any paid or commercial service or for any other commercial use whatsoever. Authorized Users may search, view, and browse Licensed Electronic Products using the interface provided by the UHMS. Automated searching, robotic searching and decompilation are strictly prohibited.
- Authorized Users may not copy, distribute, transmit or otherwise reproduce, sell, or resell material from Electronic Products; store such material in any form or medium in a retrieval system; or transmit such material, directly or indirectly, for use in any paid service such as document delivery or list serve, or for use by any information brokerage or for systematic distribution, whether or not for commercial or non-profit use, or for a fee or free of charge.
- The Licensee and its Authorized Users may not remove, obscure or modify any copyright or proprietary notices, author attribution or any disclaimer as they appear on the UHM Journal on the UHMS website. Authorized Users may not integrate material from the Electronic Products with other material or otherwise create derivative works in any medium. However, brief quotations for purposes of comment, criticism or similar scholarly purposes are not prohibited herein.
- Authorized Users may not do anything to restrict or inhibit any other Authorized User’s access to or use of the UHM Journal on the UHMS website and the Licensed Electronic Products.
- If an Authorized User fails to abide by these Terms and Conditions of Use or other terms of this License, UHMS reserves the right in its sole discretion to suspend or terminate such Authorized User’s access to the UHM Journal on the UHMS website and the Licensed Electronic Products immediately without notice, in addition to any other available remedies. Except in the case of a material breach which UHMS deems dangerous to the integrity and security of the UHMS, or for a breach which, if not immediately remedied, is likely in UHMS’ opinion to continue to cause damage, UHMS shall give prior written notice to the Licensee of its intention to terminate such Authorized User’s access and shall allow the Licensee and/or the Authorized User 30 days after receipt of such notice to cure the breach or agree to abide by the terms and conditions of this License.
D. FEES AND CHARGES
- Payment of the full rate subscription price for a Licensed Electronic Products for the subscription year provides the Licensee with access for Authorized Users to the full text of each Licensed Electronic Product per subscription and other features of the UHM Journal on the UHMS website as described herein.
- The Licensee is responsible for any charges associated with accessing the UHM Journal on the UHMS website and the Licensed Electronic Products, including, but not limited to, any computer equipment, telephone or Internet connections and access software.
- The Licensee is responsible for ensuring that any third party authorized by the Licensee to make payments on its behalf shall promptly pay UHMS the full amounts due under this License.
E. MUTUAL OBLIGATIONS
- UHMS will:
- 1.a. make reasonable efforts to ensure uninterrupted online access to and continuous availability of the Licensed Electronic Products to Authorized Users at the Site in accordance with this License, and to restore access to such Licensed Electronic Products as promptly as possible in the event of an interruption or suspension of the UHMS online subscription service which is not attributable to any third-party service provider over which UHMS has no control (e.g., an Internet or telecommunications service provider);
- 1.b. upon termination of this License, provide the Licensee with the following perpetual access, either by continuing online access to the same material on UHMS’ server or in an archival copy in the electronic medium selected by UHMS, at a reasonable cost-based fee:
- 1.b.i. For Licensed Electronic Journals only, perpetual access to the Licensed Electronic Journals for which the Licensee has paid the full rate institutional price during the 12-month term of this License.
- 1.c. provide aggregate usage statistics to the Licensee which are compliant with COUNTER Codes of Practice or conform to the then-prevailing industry standard about the use of the Licensed Electronic Products by the Licensee’s Authorized Users, consistent with applicable privacy laws and confidentiality requirements.
- The Licensee will:
- 2.a. take all reasonable measures to inform Authorized Users of the Terms and Conditions of Use governing access to the UHM Journal on the UHMS website and to emphasize to such Authorized Users the need to comply with whatever restrictions on access, use, reproduction and transmission are included therein;
- 2.b. make access available to Authorized Users only through the Licensee’s Secure Network and from valid IP addresses; undertake reasonable measures within its control to prevent access to and improper use of the Licensed Electronic Products and the UHM Journal on the UHMS website by unauthorized persons; and take responsibility for terminating any unauthorized access of which it has actual notice or knowledge;
- 2.c. provide UHMS with information about the Licensee’s IP addresses which can be used by UHMS to authenticate Authorized Users. The Licensee represents that all such IP addresses shall be limited to the Licensee’s Secure Network. The Licensee shall be responsible for ensuring that all IP addresses provided to UHMS correspond with the Licensee’s IP addresses and are limited to the physical addresses specified in this Agreement. Without limiting the Licensee’s obligations hereunder or UHMS’ rights and remedies in the event of breach, the Licensee agrees to pay UHMS, if UHMS so elects, for any access to the UHM Journal on the UHMS website for IP addresses that do not meet the preceding criteria.
- 2.e. neither the Licensee nor any Authorized User shall have the right to incorporate any material from the Licensed Electronic Products into any institutional or other repository. Author agreements are separately negotiated with UHMS and include provisions about what authors may and may not do with respect to materials authored by them and published by UHMS.
F. PRIVACY AND DATA PROTECTION POLICY
- UHMS recognizes the importance of protecting the information it collects in the operation of the UHM Journal on the UHMS website.
G. TERM AND TERMINATION
- The Term of this License shall commence as of the date on which the License is accepted. The License will be renewed on an annual basis upon payment of the subscription renewal fee at prices to be determined.
- UHMS shall have the right to request the Licensee to terminate access to the UHM Journal on the UHMS website by an Authorized User who breaches UHMS’ Terms and Conditions of Use or infringes the copyright or other Intellectual Property Rights in the Electronic Products or the UHM Journal on the UHMS website.
- Either party may terminate this License if the other party materially breaches its obligations under this License and fails to cure such material breach, provided that the non-breaching party shall give written notice of its intention to terminate and shall allow the breaching party 60 days after receipt of such notice to remedy the breach.
- Notwithstanding subparagraph G.3 above, either party’s failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, governmental restrictions, acts of terrorism, public health emergencies, power failures, or damage to or destruction of any network facilities or servers, shall not be deemed a breach of this Agreement.
H. WARRANTY AND DISCLAIMERS BY UHMS
- UHMS represents and warrants that it has the right and authority to make the UHM Journal on the UHMS website available to the Licensee and its Authorized Users under this License.
- The UHMS may provide Authorized Users with links to third-party websites. Where such links exist, UHMS disclaims all responsibility and liability for the content of such third-party websites. Authorized Users assume sole responsibility for the accessing of third-party websites and the use of any content on such websites.
- Except for the warranties provided by UHMS in paragraph H.1 above,
- 3.a. UHMS AND THE ELECTRONIC PRODUCTS AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
- 3.b. THE USE OF THE ELECTRONIC PRODUCTS, UHMS AND ALL MATERIALS CONTAINED THEREIN IS AT THE AUTHORIZED USER’S OWN RISK;
- 3.c. ACCESS TO THE UHM JOURNAL ON THE UHMS WEBSITE AND THE ELECTRONIC PRODUCTS MAY BE INTERRUPTED AND MAY NOT BE ERROR FREE; AND
- 3.d. NEITHER UHMS NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE UHM JOURNAL ON THE UHMS WEBSITE, THE ELECTRONIC PRODUCTS OR THE MATERIALS CONTAINED IN THE UHM JOURNAL ON THE UHMS WEBSITE, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE AUTHORIZED USER’S USE OF OR INABILITY TO USE THE UHM JOURNAL ON THE UHMS WEBSITE, THE ELECTRONIC PRODUCTS AND ALL MATERIALS CONTAINED THEREIN.
I. GENERAL PROVISIONS
- UHMS may assign this Agreement to its successors, subsidiaries or assigns. This Agreement may not be assigned by the Licensee, except with the prior written consent of UHMS.
- This Agreement shall be construed and interpreted pursuant to the internal laws of the State of Florida applicable to contracts wholly entered into and performed in the State of Florida. Any legal action, suit or proceeding arising out of or relating to this Agreement or the breach thereof shall be instituted in a court of competent jurisdiction in Palm Beach County in the State of Florida and each party hereby consents and submits to the personal jurisdiction of such court, waives any objection to venue in such court and consents to the service of process by registered or certified mail, return receipt requested, at the last known address of such party. If you have a legal problem with contracting under Florida law, please contact our Contracts Department.
- In the event of a material breach of the terms and conditions of this Agreement by either party, the non-breaching party shall be entitled, in addition to any other remedies available pursuant to this Agreement or at law, to equitable, including injunctive, relief.
- This Agreement constitutes the complete understanding of the parties and supersedes all prior understandings between the parties with respect to the subject matter of this Agreement. No modification, amendment or waiver of any provisions shall be valid unless in writing and executed by the parties. Any waiver in one or more instances by either of the parties of any breach by the other of any terms or provisions contained in this Agreement shall not be considered a waiver of any succeeding or preceding breach. In the event that any clause of this Agreement is determined to be void or unenforceable, the remainder of the Agreement shall survive.