Individual trial access licence agreement
TERMS AND CONDITIONS FOR TRIAL USE OF ADAM MATTHEW DIGITAL LTD (the LICENSOR) ONLINE COLLECTIONS
This licence agreement (Agreement) is a legal agreement between you, the person who is accessing Adam Matthew Digital’s online collections and Adam Matthew Digital Ltd of Pelham House, London Road, Marlborough, Wiltshire, SN8 2AG, England (Licensor, us or we) for online collections (Licensed Materials).
We license use of the Licensed Materials to you (you, or the User) on the basis of this Agreement. We do not sell the Licensed Materials to you. We remain the owners of the Licensed Materials at all times.
IMPORTANT NOTICE TO THE USER:
BY ACCESSING THE LICENSED MATERIALS, THE USER AGREES TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND THE USER. IF YOU (THE USER) DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE LICENSED MATERIALS.
The USER agrees that:
1. Grant of Licence for Licensed Materials
1.1 In consideration of being granted access to the Licensed Materials and the User abiding by this Agreement, the Licensor hereby grants to the User a non-transferable non-exclusive non-sublicensable licence to use the Licensed Materials for the purposes set out in and in accordance with this Agreement.
1.3 The User acknowledges that all rights (including all intellectual property rights) subsisting in or relating to the Licensed Materials are owned by the Licensor and/or its suppliers. The User shall not have any rights or licences to the Licensed Materials except as expressly set forth in this Agreement.
2. Authorised Use of Licensed Materials
2.1 The User may only use the Licensed Materials for the purposes of research, education, teaching or other non-commercial use.
2.2 The User shall comply with all applicable laws in performing its obligations and exercising its rights under this Agreement and in particular the User shall not infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988 or if such acts take place outside the UK, in accordance with any equivalent legislation applicable in that territory) that subsist in respect of the Licensed Materials.
3. Restrictions on Use of Licensed Materials
3.1 The User shall not:
3.1.1 permit any third party or individual to use the Licensed Materials save as agreed with the Licensor, and the Licensed Materials shall not be distributed to any unauthorised users, third parties, or used for any purpose which is not permitted pursuant to this Agreement (including without limitation any commercial purpose, sale of the Licensed Materials, bulk reproduction or distribution of the Licensed Materials or commercially sponsored research);
3.1.2 modify, change or develop the Licensed Materials in any way or create a derivative work of the Licensed Materials;
3.1.3 remove, obscure or modify any copyright, trademark or other notices included in the Licensed Materials;
3.1.4 Commercially re-publish any items from the Licensed Materials unless the User has first obtained copyright permission from the appropriate copyright holder or archive. Permission from the original source archive/copyright holder in the case of re-publication of figures, tables and brief excerpts from the Licensed Materials in an User’s own scientific, scholarly and educational works is always necessary unless covered by any fair use/fair dealing doctrine and the User should also obtain correct wording for all citations and credits from the original source archive/copyholder; or
3.1.5 remove, bypass, circumvent, neutralise, or modify any of the technological protection measures used for the Licensed Materials.
4 Changes to the Licensed Materials
4.1 The Licensor reserves the right to change or withdraw the Licensed Materials or any part of them where updates are required to the Licensed Materials or if the Licensor no longer has the right to publish such content, or if it believes any part of the Licensed Materials breaches a third party’s rights.
5. Expiry or suspension of access to Authorised Materials
5.1 As the licence granted under this Agreement is for a trial, the Licensor may terminate the licence at any time on immediate written notice whereupon access to the Licensed Materials by the User shall immediately cease.
5.2 Notwithstanding the foregoing, the Licensor may suspend or terminate the User’s access to the Licensed Materials or require the User to cease all use of any of the Licensed Materials, in the event of any unauthorised use of the Licensed Materials by the User or if the Licensor believes that the User’s use of the Licensed Materials (or part thereof) infringes the Intellectual Property of any third party, or breaches any applicable law.
6. Confidentiality and Privacy
6.1 For the purposes of this section, “Confidential Information” shall mean any information in whatever form disclosed by the Licensor to the User which is not publicly available including without limitation any information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.
6.2 The User undertakes that it shall not at any time, disclose to any person any Confidential Information.
6.3 Information regarding data privacy can be found in the Licensor’s Privacy Policy, posted on the Licensor’s website https://www.amdigital.co.uk/privacy-policy
7. Intellectual Property Infringement
7.1 If the User becomes aware of any potential or actual infringement or misuse of any Licensed Materials, or any security breach in connection with this Agreement that could compromise the security or integrity of the Licensed Materials or otherwise adversely affect the Licensor (“Infringement”), the User shall promptly notify the Licensor.
7.2 The User shall co-operate fully with the Licensor by taking all steps required by the Licensor (in its sole discretion) in connection with any Infringement. The Licensor shall be responsible for the cost of any legal proceedings it requires, and is entitled to any damages, account of profits and/or awards of costs recovered. The User shall use its best endeavours to assist the Licensor in any legal proceedings relating to any Infringement. The User shall not take any steps relating to any Infringement unless the Licensor has requested that the User does so.
8. Limitations
Notwithstanding anything else in this Agreement:
8.1 Nothing in this Agreement shall limit either party’s liability for death or personal injury caused by its negligence.
8.2 Save where expressly provided in this Agreement, all conditions, warranties, covenants, representations and undertakings which may be implied, whether statutory or otherwise, in respect of the Licensor’s performance or the Licensed Materials are excluded to the maximum extent permitted by law.
8.3 The Licensor shall not be liable to the User for indirect or consequential loss or damage howsoever arising, or for any loss of profits, use, anticipated savings, goodwill or contracts or for any loss arising from damaged, corrupted or lost data.
8.4 The Licensor’s aggregate liability in relation to this Agreement shall not in total exceed ten thousand pounds UK sterling (£10,000).
9. Notices
9.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class (or airmail) post or recorded delivery or by commercial courier or email, to the party required to receive the notice at the address provided by it for this purpose from time to time (such address to include a named representative responsible for receiving it).
9.2 Any notice shall be deemed to have been received:
9.2.1 if delivered personally, when left at the address and for the contact identified by the party;
9.2.2 if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting;
9.2.3 if sent by airmail, at 9.00 am on the fifth business day after posting;
9.2.4 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and
9.2.5 if sent by email, at 9am on the first business day after transmission.
10. General
10.1 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.
10.2 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.
10.3 A person who is not a party to this Agreement shall not have any rights under or in connection with it.
10.4 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.
10.5 This Agreement shall be interpreted and construed according to, and governed by, the laws of England and Wales.