Serials Solutions Ulrich’s Services
Terms and Conditions
These license agreement terms and conditions (“Terms and Conditions”) together with the attached Order Form (collectively, the “Agreement”) for the Ulrichsweb.com™ on-line global serials directory and/or the Ulrich’s™ Serials Analysis System (the “Service”) is between the subscribing institution (“Customer”) and ProQuest LLC, through its Serials Solutions business unit (“Serials Solutions”). The Agreement is effective as of the Effective Date as defined herein.
You, on behalf of the Customer listed above in the Order Form, agree that by accessing or using the Service, you are bound by these terms and conditions.
- License Grant and Permitted Use
- Description, Purpose, and Permitted Uses of the Service. The Service allows Authorized Users and/or USAS Users to search, view and access: (i) the proprietary data product known as Ulrich’s™ (“Ulrich’s Database”) that includes without limitation bibliographic details about serials reference sources and serials information providers; (ii) the Customer’s library catalog records; (iii) the Customer’s library serials holdings information; and (iv) other available third party resources such as the websites of Serials Solutions’ linking partners, open access sources, and enhanced metadata (collectively, “Resources”), in various formats including but not limited to digital and print, audio and video. The Service is licensed solely for Customer’s own use in identifying, evaluating, and linking to Resources which Customer owns or has the legal right to use, or for which Serials Solutions has through its licensors secured Customer’s right to use in a non-infringing manner, for the purposes of the Service. With the exception of Authorized Users and/or USAS Users employing the Service for its intended purpose in compliance with its posted terms and conditions, Customer may not use the Service to provide services to any third party. Notwithstanding the foregoing, Serials Solutions acknowledges that Authorized Users and/or USAS Users may refer to (and include insubstantial excerpts of) statistics or research data from the Service in professional writings or interlibrary loan requests, consistent with the fair use doctrine of United States copyright law, provided that Authorized Users and/or USAS Users shall not remove any copyright and other proprietary notices placed upon the Ulrich’s Database and the Service by Serials Solutions.
- License Grant. Serials Solutions hereby grants Customer a non-exclusive, non-transferable license to have access to and Use the Service during the term set forth on the Order Form for the purposes described in Section 1.a. from Customer’s principal location for the types of access specified on the Order Form. "Use" means that Customer initiates access to the Service by establishing an online connection to the software (“Software”) via remote servers hosted by Serials Solutions. Customer does not acquire any ownership or interest rights in the Services and associated materials and all such rights and interests remain in Serials Solutions and its licensors.
- Authorized Users and USAS Users.
- Restrictions. Except as otherwise expressly provided in this Agreement, Customer shall not, nor shall it allow its Authorized Users, USAS Users or any third party to: (i) translate, reverse engineer, disassemble, decompile, make any other attempt to discover, or in any other way modify, the Software program source code, or harvest metadata from the Service; (ii) remove any proprietary notices, labels or marks placed upon the Service or the Software; (iii) utilize any computer hardware or software designed to defeat any protection device contained in or placed upon the Service or the Software; (iv) use the Service to execute denial of service attacks or perform automated searches against Serials Solutions’ systems, including but not limited to automated “bots”, link checkers or other scripts; (v) sell, sublicense, rent, lend, lease or transfer in any way any portion of Service; (vi) communicate or redistribute the Ulrich’s Database or provide access to the Service to other libraries or third parties; (vii) publish, broadcast or sell or use the Software, the Service or any Resources in any manner that will infringe the copyright or other proprietary right of Serials Solutions or any third party; (viii) post any portion of the Ulrich’s Database or the Service including any access details or login credentials to any newsgroups, weblogs, mail lists or electronic bulletin boards without the prior written consent of Serials Solutions; or (ix) use the Service or the Software to produce other software products or to make copies of the Service.
- Fees and Payments. You will pay the fees for the Services as shown on the applicable Order Form, attached invoice, or accepted purchase order. You will pay the fees for the Services within thirty (30) days of your receipt of the Serials Solutions invoice.
- Term and Termination. This Agreement shall continue until the Expiration Date listed on the Order Form, an attached invoice or an accepted purchase order to this Agreement or, if the subscription is renewed, until the new Expiration Date. The license granted under this Agreement shall continue for the term specified unless earlier terminated upon your breach of this Agreement, if not cured 30 days after written notice.. Serials Solutions may suspend delivery of Services to you if you fail to comply with your obligations under this Agreement and Serials Solutions can pursue any other legal remedy available to it, including the right to recover reasonable attorney’s fees and collection costs.
- Proprietary Rights. All intellectual property rights, including without limitation, trade secrets, copyrights and patent rights, to the Ulrich’s Database, the Service (including any additions or updates thereto), any software, materials, databases or hardware (collectively, the “Services”) supplied to you by Serials Solutions will remain the sole property of Serials Solutions or its licensors, and no title or license right is granted to you except as expressly set forth in this Agreement. Serials Solutions acknowledges that Customer owns and retains all right, title and interest in and to Customer’s own library serials holdings information that has been actively contributed to the Service. Notwithstanding the foregoing, Customer hereby grants to Serials Solutions permission to include Customer’s library serials holdings information in aggregated lists and reports as part of the “peer comparison” feature of the Service that allows Customer to compare its own serials holdings information against aggregated serials holdings information from other subscribing institutions.
- Privacy. Serials Solutions makes no representation as to whether any federal, state or local laws may regulate your administration of Authorized Users’ access to the Services or require you to obtain consent from any Authorized User (or, in the case of minors, the parent or guardian of such user).
- Updates. From time to time, Serials Solutions may add, delete or modify information, databases, materials, capabilities or services within the Services. These updates shall be subject to the terms and conditions of this Agreement at the time they are added to the Services, but will not materially alter your use of the Services.
- Cooperation, Assistance and Access.
- You will cooperate with Serials Solutions by providing information that is reasonably necessary in order for Serials Solutions to provide the Services to you. Serials Solutions shall use this information solely to provide the Services to you and to inform you of additional or new services available from Serials Solutions.
- Serials Solutions may seek to assist you from time to time regarding hardware and software compatibility with the Services. However, SERIALS SOLUTIONS SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY SERIALS SOLUTIONS WITH THE SERVICES AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICES.
b) You are responsible for local telecommunication connections if they are needed and the charges therefor.
- Limited Warranty and Disclaimer of Warranty. Serials Solutions warrants that it has all rights necessary to enter into this Agreement and to provide the Services to you. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE SERVICES PROVIDED BY SERIALS SOLUTIONS TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER SERIALS SOLUTIONS NOR ITS LICENSORS, IF ANY, WARRANTS THE USE OF THE SERVICES OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKES ANY WARRANTY AS TO THE AVAILABILITY OF THE SERVICES, THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION OR THE RESULTS OF LICENSEE’S USE OF THE SERVICES, EVEN IF ASSISTED BY SERIALS SOLUTIONS.
- Limitation of Liability. THE MAXIMUM LIABILITY OF SERIALS SOLUTIONS AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE SERVICES, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY SERIALS SOLUTIONS FROM YOU HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL SERIALS SOLUTIONS OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE SERVICES OR SERIALS SOLUTIONS’ FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF NEGLIGENCE. YOU ACKNOWLEDGE THAT THE FORGOING LIMITATION OF LIABILITY REPRESENTS BARGAINED-FOR ALLOCATIONS OF RISK, AND THAT SERIALS SOLUTIONS’ FEES, CHARGES AND COSTS HEREUNDER REPRESENT ALLOCATIONS OF SUCH RISK.
- Place. Serials Solutions’ principal place of business where this contract is formed and all services will be deemed performed is located at 501 N. 34th St., Suite 200, Seattle, WA 98103-8645.
- Assignment. You may not assign this Agreement or any right granted hereunder without the prior written consent of Serials Solutions.
- Taxes. Except to the extent that you are tax-exempt as to the tax in question, you are responsible for any sales, use, VAT, personal property or other local taxes (except those based on Serials Solutions’ income) or import duties imposed on the Services.
- Waiver. Failure of either party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce any such or other provisions of this Agreement.
- Force Majeure. 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, acts of terrorism and/or any other cause beyond the reasonable control of the party whose performance is affected.
- Interruption of On-line Products. Serials Solutions will use commercially reasonable efforts to provide those products and services hosted on Serials Solutions’ servers on a continuous basis and free from viruses or other harmful software. Neither Serials Solutions nor its licensors shall be liable or deemed in default of this Agreement for any failure or delay or interruption in the on-line Products or any failure of any equipment or telecommunications resulting from any cause or circumstance beyond the reasonable control of Serials Solutions.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter. The terms of your Purchase Orders, if any, are for your convenience and do not supersede any term or condition of this Agreement. The translation of this Agreement, if any, is for your convenience. In the event of any conflict of interpretation, the English language version shall control.
- Severability. If any provision of this Agreement is found invalid or unenforceable pursuant to a decree or decision of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable according to its terms.
- Effective Date. This Agreement shall be effective on the Subscription Start Date listed on the Order Form or, for on-line Services, as of the first date on which access to any part of the applicable Services is provided to you, including the date upon which access is provided to you for the purposes of beginning any customization and/or implementation as may be necessary to allow use of the particular Service by or for the benefit of your Authorized Users.
Version – 02/22/2011