IP trial access licence agreement

ONLINE USER LICENCE AGREEMENT – TRIAL OR LIMITED ACCESS FOR USE OF ADAM MATTHEW DIGITAL’S ONLINE COLLECTIONS

This licence agreement (Agreement) is a legal agreement between the organisation accessing Adam Matthew Digital’s online collections (the Licensee or you) and Adam Matthew Digital Ltd of Pelham House, London Road, Marlborough, Wiltshire, SN8 2AG, England (Licensor, us or we) for online publications (Licensed Materials).

We license use of the Licensed Materials to you 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 LICENSEE:
BY ACCESSING THE LICENSED MATERIALS, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU (AS THE ORGANISATION) AND YOUR AUTHORISED USERS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCESS THE LICENSED MATERIALS.

1. GRANT OF LICENCE FOR LICENSED MATERIALS

1.1 In consideration of being granted access to the Licensed Materials and the Licensee abiding by this Agreement, the Licensor hereby grants to the Licensee a non-transferable non-exclusive non-sublicensable licence to use the Licensed Materials (including the right for the Authorised Users to use the Licensed Materials in accordance with the terms of this Agreement) for the purposes set out in and in accordance with this Agreement.

1.2 The Licensee may permit Authorised Users to use the Licensed Materials on the terms set out herein and on condition that such Authorised Users do not grant any further sub-licence. For the purposes of this Agreement Authorised Users" are persons affiliated with the Licensee, namely full and part time students and employees (including faculty, staff, alumni, affiliated researchers and independent contractors) of the Licensee who in all cases need access to the Licensed Materials for the purposes of their research, education or other non-commercial use.

1.3 The Licensee acknowledges that all rights subsisting in or relating to the Licensed Materials are owned by the Licensor and/or its suppliers. The Licensee 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 Licensee may only use the Licensed Materials for the purposes of research, education, teaching or other non-commercial use.

2.2 The Licensee shall comply with all applicable laws in performing its obligations and exercising its rights under this Agreement and in particular the Licensee 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 Licensee shall not:
(a) permit any third party or individual to use the Licensed Materials save as set out in this Agreement, 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);
(b) modify, change or develop the Licensed Materials in any way or create a derivative work of the Licensed Materials;
(c) remove, obscure or modify any copyright, trademark or other notices included in the Licensed Materials;
(d) Commercially re-publish any items from the Licensed Materials unless the Licensee 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 a Licensee’s own scientific, scholarly and educational works is always necessary unless covered by any fair use/fair dealing doctrine and the Licensee should obtain correct wording for all citations and credits from the original source archive/copyholder; or
(e) 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 or is otherwise limited, the Licensor may terminate the licence at any time on immediate written notice whereupon access to the Licensed Materials by the Licensee (including its Authorised Users) shall immediately cease.

Notwithstanding the foregoing, the Licensor may suspend or terminate the Licensee’s access to the Licensed Materials, or require the Licensee to cease all use of any of the Licensed Materials, in the event of any unauthorised use of the Licensed Materials by the Licensee or if the Licensor believes that the Licensee’s use of the Licensed Materials (or part thereof) infringes the Intellectual Property of any third 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 Licensee 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 Licensee 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 Licensee 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 Licensee shall promptly notify the Licensor.

7.2 The Licensee 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 Licensee shall use its best endeavours to assist the Licensor in any legal proceedings relating to any Infringement. The Licensee shall not take any steps relating to any Infringement unless the Licensor has requested that the Licensee 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 Licensee 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:
(a) if delivered personally, when left at the address and for the contact identified by the party;
(b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting;
(c) if sent by airmail, at 9.00 am on the fifth business day after posting;
(d) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; and
(e) 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.