Institutional License Agreement

American Journal of Traditional Chinese Veterinary Medicine Institutional License Agreement   

This License Agreement between the American Journal of Traditional Chinese Veterinary Medicine (“AJTCVM/Publisher”) and the subscribing institution/library ("Licensee") establishes the terms of usage and other rules applying to an institutional subscription to AJTCVM.

The materials that are the subject of this Agreement shall consist of (i) AJTCVM (hard copy): printed copy of the journal starting at time of subscription and continuing through the subscription period; and (ii) as a convenience to Licensee, AJTCVM (online version) containing full text issues from 2006 to the present (collectively, the “Licensed Materials”).

Licensee on its own behalf and on behalf of its Authorized Users acknowledges that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto belong to and remain with Publisher.  Neither Licensee nor its Authorized Users shall have right, title to or interest in the Licensed Materials except as set forth in this Agreement.

1. KEY DEFINITIONS.

Authorized Users:

• current faculty of the Licensee who are doing work or conducting research for the Licensee who are authorized to access the Secured Network;
• visiting faculty doing work or conducting research for the Licensee who are authorized to access the Secured Network;
• where applicable, retiree or emeritus faculty of the Licensee who are authorized to access the Secured Network;
• where applicable, individuals who are currently, officially enrolled as a registered student of a program at the Licensee's institution who are authorized to access the Secured Network. 

Fee:     The Fee for subscription to the Licensed Materials inclusive of any applicable annual maintenance fees.

Secured Network:       A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users approved by the Licensee whose identity is authenticated at the time of log-in and periodically thereafter consistent with current best practices, and whose conduct is subject to regulation by the Licensee.

Server:    The server, either the Publisher’s server or a third-party server designated by the Publisher, on which the Licensed Materials are mounted and may be accessed.

Term:    A period equal to the publication of one year’s worth of issues of AJTCVM.

2. AGREEMENT

The Publisher agrees to grant to the Licensee the non-exclusive and non-transferable right during the Term, to give Authorized Users access to the Licensed Materials via a Secured Network, subject to the terms and conditions of this Agreement, and the Licensee agrees to pay the Fee.

3. ACCESS TO LICENSED CONTENT

Authorized Users shall be identified and authenticated by the use of Internet Protocol (“IP”) addresses provided by Licensee to Publisher.  The use of proxy services is permitted as long as any proxy server IP addresses provided limit remote or off-campus access to Authorized Users.

4. AUTHORIZED USES.

Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international copyright laws.  In addition, the Licensed Materials may be used for purposes of research, education or other non-commercial use as follows: 

• Licensee and Authorized Users shall have the right to electronically display the Licensed Materials;
• Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials;
• Licensee and Authorized Users may print a reasonable portion of the Licensed Materials for personal use.
• Licensee and Authorized Users shall be permitted to extract or use information contained in the Licensed Materials for educational, scientific or research purposes, including extraction, manipulation or information for the purpose of illustration, explanation, example, comment, criticism, teaching, research or analysis;
• Licensee and Authorized Users may use a reasonable portion of the Licensed Materials for use in connection with specific courses or instruction offered by Licensee;
• Licensee and Authorized Users may transmit to a third party in hard copy or electronically, minimal insubstantial amounts of the Licensed Materials for personal use or scholarly, educational or scientific research or professional use but in no event for resale or commercial purposes.

5. SPECIFIC RESTRICTIONS ON USE OF LICENSED MATERIALS.

Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials.  Licensee shall not modify, manipulate, or create a derivative work of the Licensed Materials. Licensee may not remove, obscure, or modify any copyright or other notice included in the Licensed Materials.  Neither Licensee nor its Authorized Users may use the Licensed Materials for commercial purposes, including but not limited to, sale of the Licensed Materials, fee-for-service use of the Licensed Materials, or bulk reproduction or distribution of the Licensed Materials in any form; nor may Licensee impose special charges on Authorized Users for use of the Licensed Materials beyond reasonable printing or administrative costs. 

6. MUTUAL OBLIGATIONS.

Publisher and Licensee shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement.

7. PUBLISHER OBLIGATIONS.

Provide the Licensee, with information sufficient to enable the Licensee to access the Licensed Materials electronically from its Server and provide one hard copy of the Licensed Materials published during the Term.

Publisher shall use reasonable efforts to provide continuous service seven (7) days a week.  Scheduled downtime will be performed at a time to minimize inconvenience to Licensee and Authorized Users.  However, Publisher will not be liable for damages or refunds should the site become unavailable temporarily or access to the site becomes slow as this Agreement provides a subscription to the hard copy of AJTCVM and online access is only for the convenience of use for the Licensee. If the site cannot be accessed by the Licensee, the Licensee shall immediately notify the Publisher and reasonable efforts to restore access as soon as possible will be provided by the publisher.

Licensee understands that from time to time the Licensed Materials may be added to, modified, or deleted from by the Publisher and/or that portions of the Licensed Materials may migrate to other formats.  Publisher shall give sixty (60) days’ notice of any such changes to Licensee.

Publisher shall use reasonable efforts to ensure that the online content is at least equivalent to print versions of the Licensed Materials, represents, complete, and timely replications of the print versions of such Licensed Materials, and will cooperate with Licensee to identify and correct errors or omissions. The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.  

Publisher shall use reasonable efforts to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web; as such standards evolve from time to time over the term of this Agreement.

8. LICENSEE PERFORMANCE OBLIGATIONS.

Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement, including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement.

Licensee shall make reasonable efforts to provide Authorized Users with notice of any applicable intellectual property or other rights applicable to the Licensed Materials.  Licensee shall make reasonable efforts to prevent the infringement of any intellectual property or other rights of Publisher in the Licensed Materials.  Licensee shall promptly notify Publisher of any infringement that comes to Licensee’s attention and take appropriate steps to avoid its recurrence.

Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement.  In the event of any unauthorized use of the Licensed Materials by an Authorized User, (i) Publisher may terminate such Authorized User’s access to the Licensed Materials; (ii) Publisher may terminate the access of the IP address(es) from which such unauthorized use occurred; and/or (iii) Licensee shall terminate such Authorized User’s access to the Licensed Materials upon Publisher’s request.  Publisher shall take none of the steps described in this paragraph without first providing thirty (30) days’ notice to Licensee and cooperation with the Licensee to avoid recurrence of any unauthorized use.  Further, no funds shall be refunded by Publisher for loss of use of internet access in the event of unauthorized use.

Licensee shall issue log-on identification numbers and passwords to each Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their numbers and passwords to any third party. 

Licensee will be responsible for all costs necessary for accessing and viewing the Licensed Materials including equipment, software, phone lines, telecommunications, and Internet connections.

9. TERM AND TERMINATION

This Agreement shall be in effect during the Term.  This Agreement shall be renewable for successive one-year terms upon the Licensee’s payment of the then current Fee. This Agreement may be terminated by Publisher (i) if the Licensee defaults in paying the Fee within the time period specified on the applicable invoice; (ii) if the Licensee commits a material and persistent breach of the Publisher’s copyright or other intellectual property rights or the provisions on restrictions of use of the Licensed Materials.

10. WARRANTIES AND LIMITATIONS.

The Publisher warrants to the Licensee that to the best of its knowledge, the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any natural or legal person.  While Publisher makes an effort to ensure the accuracy of content posted online, Publisher does not warrant or guarantee the accuracy or completeness of the Licensed Materials.  Publisher makes no representation or warranty and expressly disclaims any liability with respect to the content of the Licensed Materials.  Except for the express warranties stated herein, the Licensed Materials are provided on an “as is” basis and the Publisher disclaims any and all other warranties, conditions or representations (express, implied, oral or written) relating to the Licensed Materials or any part thereof, including any and all implied warranties of quality, performance, merchantability of fitness for a particular purpose.

Publisher expressly disclaims any warranty that access to the Licensed Materials online will be uninterrupted or free of errors; that defects will be corrected, or that Publisher’s Servers are free of viruses, worms, or other elements harmful to your computer system.

Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption or loss of profits, arising out of the use or the inability to use the Licensed Materials.  In no case shall Publisher's aggregate liability for any content or accessibility problems with the site exceed the amount of subscription fees paid for the Licensed Materials during 12-month period preceding any claim or notice of damages.

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 uncontrollable acts of nature, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected.

11. DISPUTE RESOLUTION

Any dispute arising from, relating to or in any manner connected with this Agreement or Licensee’s or Authorized Users’ use of the Licensed Materials shall be construed under and resolved in accordance with the laws of the state of Florida, exclusive of its choice of law principles. If you are outside the United States, or if you are a state institution, you further agree that the remedy for any breach of this Agreement involving unauthorized access or other infringement of Publisher intellectual property rights shall be an award of damages equivalent to the statutory damages recoverable under the United States Copyright Act, 17 U.S.C. § 501 et seq.

12.  GENERAL

This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of this Agreement, whether oral or written.

Publisher reserves the right at its discretion to change, modify, add or remove the terms and conditions of this Agreement at any time. Such changes shall be posted on the WATCVM website (watcvm.org), and all Licensees shall be notified of such changes. A Licensee's continued use of the Licensed Materials following the posting and such notification of any change will constitute acceptance by the Licensee of the modified terms and conditions.

The invalidity or un-enforceability of any provision of this Agreement shall not affect the continuation or enforceability of the remainder of this Agreement.

Either party’s waiver, or failure to require performance by the other, of any provision of this Agreement, will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.

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