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Terms of Service

For Ingenta Connect Library Membership Programme
Updated on: 1 November 2017
Effective Date: 1 November 2017

1. This Agreement

This is Agreement is between the library institution (hereinafter the "Library") and Ingenta UK Limited, a company registered in England and Wales with company number 03571231 with registered office at 8100 Alec Issigonis Way, Oxford, OX4 2HU (hereinafter "Ingenta", "we" or "us").

This Agreement consists of the following terms and conditions (hereinafter the "Terms") governing the Library's use of the Ingenta Connect suite of exclusive features linked to the Ingenta Connect Library Membership Programme.

2. Acceptance of the Terms

The Library must agree to these Terms in order to make use of the Services. By clicking on the "Subscribe to Ingenta Connect Library Membership" button for the Library Membership Programme on the Administrator Pages, the Library accepts these Terms.

The Library is responsible for ensuring that all persons who access the Services through its internet connection are made aware of, and comply with, these Terms, together with any other applicable or supplemental terms and conditions.

These Terms may be modified at any time upon reasonable notice to the Library through a Service Announcement or by sending an email to the Administrator's Email Address.

Ingenta will endeavour to provide at least 30 days' advance notice of any changes to the Terms. The Library's continued use of the Services after the effective date of the modified Terms will be deemed acceptance of the modified Terms.

3. Interpretation

In these Terms, certain words shall have the meaning as set out below:
Administrator - means the representative from the Library with authority to bind the Library to this Agreement;
Administrator's Email Address - means the email address submitted by the Administrator at the point of Registration, which will thereafter be the primary point of contact for all communications from Ingenta to the Library;
Administrator Pages - means the pages of the Website relevant to the administration of the Library's Membership Account;
Authorised Users - means the persons authorised by the Library to use the Services;
Initial Subscription Period - means 12 months from Registration;
Ingenta Connect GTC - means the general terms and conditions of the Ingenta Connect services;
Membership - means the Library's membership to the Ingenta Connect Library Membership Programme on an annual subscription basis;
Membership Account - means the Library's individual user account for its Membership;
Payment Processing Gateway - Paypal;
Registration - means the process of the Library registering its details for Membership and accepting these Terms;
Registration Form - means the online form used for the Library's submission of its application for Membership;
Renewal Period - means the period set out in clause 6;
Service Announcement - means any Notification sent by Ingenta to the Library via the Administration Pages of the Web site of in relation to changes to the Terms or Services;
Services - means the subscription services provided by Ingenta to the Library, as set out in clause 7;
Subscription Fee - means the annual fee of £350 fees (exclusive of VAT if applicable) payable by the Library to Ingenta in respect of the Membership, or such amount as shall be advertised on the Website at the time the Library subscribes for a Renewal Period;
Subscription Period - means the Initial Subscription Period together with any subsequent Renewal Period(s); and
Website - means www.ingentaconnect.com.

4. Registration

In order to use the Services, the Library must pay the Subscription Fee and must have accepted the Ingenta Connect GTC and these Terms.

The Administrator must provide all of the required information (including but not limited to the Administrator's Email Address) via the Registration Form.

The Administrator agrees to:
a) provide true, accurate, current and complete information about the Library as prompted in the Registration Form; and
b) maintain and promptly update the information provided during the Subscription Period to keep it true, accurate, current, and complete.

If the Administrator provides any information that is untrue, inaccurate, outdated, or incomplete on the Registration Form, or if at any time during the Subscription Period Ingenta has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Ingenta may terminate the Library's Membership Account and suspend the Library's use of the Services.

Ingenta will inform the Library of its successful Registration for Membership by sending the Administrator the Library's user ID and password for the Library's Membership Account.

5. Administrators

At least one Administrator must be specified in the Registration Form. The Administrator(s) will have the right to configure the Services based on the Library's requirements, including branding, logos and internal links as applicable, as detailed on the Administration Pages.

The Administrator shall be responsible for:
a) ensuring confidentiality of the Membership Account user ID and password;
b) appointing competent individuals for managing the Membership Account;
c) ensuring that all activities that occur in connection with the Membership Account comply with these Terms and the Agreement; and
d) informing us immediately of any unauthorized use of the Membership Account by email to [email protected].

Ingenta is not responsible for the administration of the Membership Account and internal management of the Services for the Library.

The Administrator may recover the password and / or user ID of the Membership Account by sending an email to [email protected].

Ingenta will not be liable for any consequences or losses incurred by the Library as a result of lost passwords and user ID details to the Account.

6. Subscription

Subject to the Library's successful Registration and payment of the Subscription Fee, Ingenta grants the Library a non-exclusive, non-transferable right to permit the Authorised Users to use the Services for the duration of the Subscription Period.

At the end of the Initial Subscription Period, this Agreement can be renewed for successive periods of 12 months (each a "Renewal Period"), by payment of the prevailing Subscription Fee in advance# of the Renewal Period.

7. Description of the Services

As a member of the Ingenta Connect Library Membership Programme, the Library will be entitled to access and use the Services set out below for the duration of the Subscription Period:
> Access to the online service known as Ingenta Connect;
> Unlimited alerts by journal title or keyword (such as Author Name) for new material added to Ingenta Connect;
> Branding (such as logo, name, custom page, additional logos, links and messaging around the site);

The Library may use the Services for internal business purposes only.

Use of the Services is dependent on access to the Internet. The Library is responsible for obtaining access to the Internet and the equipment necessary to use the Services.

Ingenta may modify the Services at any time during the Subscription Period upon reasonable notice to the Library through a Service Announcement or by sending email to the Administrator's Email Address.

8. Communications from Ingenta

The Services may include certain communications from Ingenta to the Library or its Authorised Users, such as Service Announcements, administrative messages, promotional mailings and newsletters. The Library accepts and acknowledges that such communications shall be considered part of the Services.

The Administrator may unsubscribe from such communications (other than Service Announcements) at any time by emailing [email protected].

9. Restrictions on Use

The Library agrees that it shall not, and shall procure that the Administrator and/or any Authorised Users shall not:
a) make the Services available to any unauthorised party;
b) use the third party links to sites without agreeing to their website terms and conditions;
c) post links to third party sites or use their logo, company name, etc. without their prior written permission;
d) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, or resource of Ingenta Connect;
e) misuse the Services, including without limitation, by knowingly introducing viruses, trojan, worms, logic bombs or other material that is malicious or technologically harmful;
f) attempt to gain unauthorised access to Ingenta Connect, the server on which our site is stored or any server, computer or database connected to our site;
g) violate any applicable local, national or international law; or
h) create a false identity to mislead any person as to the identity or origin of any communication.

10. Intellectual Property Ownership

The Library hereby grants Ingenta permission to access, copy, internally distribute, store, transmit, and reformat the content of its Membership Account solely as required for the purpose of providing the Services to the Library.

The Library acknowledges that Ingenta and/or its licensors own all intellectual property rights in Ingenta Connect and the Services. Other than expressly stated, this Agreement does not grant the Library any rights to, or in, such intellectual property.

11. Trademark

Ingenta, the Ingenta logo, the names of Ingenta Connect and Ingenta Open and their logos are trademarks of Ingenta. The Library agrees not to display or use, in any manner, the Ingenta trademarks, without Ingenta's prior permission and shall procure the same from the Administrator and/or any Authorised Users.

12. Subscription Fees and Payment

Payment of the Subscription Fee must be made in advance of the Initial Subscription Period and each subsequent Renewal Period. At the end of the Initial Subscription Period (and each subsequent Renewal Period), the Library will receive a reminder notice via the Payment Processing Gateway.

In order to continue using the Services and enter into a Renewal Period, the Library must pay the Subscription Fee in advance of the Renewal Period via the Payment Processing Gateway.

Payment can only be made via the Payment Processing Gateway.

Ingenta reserves the right to vary the Subscription Fee for the Services or introduce a charge for a service which is currently free of charge, from time to time, provided that any such variation will not apply to the Library until the expiration of its current Subscription Period. Any such changes shall be notified via a Service Announcement at least 60 days prior to implementation.

13. Unpaid Subscription Fees

Ingenta will suspend any Membership Account where payment of the Subscription Fee has not been made in advance of the Subscription Period, in accordance with clause 15 of these Terms.

14. Usage

If at any time during the Membership Period, the Library has any issues with use of the service, the Administrator should e-mail [email protected].

15. Suspension of Membership and Termination of this Agreement

Ingenta reserves the right to suspend the Library's Membership Account or temporarily disable access to the whole or part of any Service in the event of any suspected illegal activity or non-payment of a Subscription Fee. Ingenta shall use its reasonable endeavours to notify the Library of any such suspension. The Library shall have 30 days from receipt of such notice in which to make any objection in writing to Ingenta regarding the suspension of its Membership Account. The Library acknowledges that the decision to remove the suspension will be in Ingenta's sole discretion.

Without limiting its other rights or remedies, Ingenta may terminate this Agreement with immediate effect by giving written notice to the Library if:
a) the Library commits a material breach of its obligations under this Agreement; or
b) the Library experiences an insolvency event, is deemed unable to pay its debts as they fall due or suspends or ceases, or threatens to suspend or cease, to carry on a significant part of its business.

In the event Ingenta terminates the Agreement for any reason, the Library will not be entitled to any refund of the unused portion of any prepaid Subscription Fee.

Following termination of the Agreement, the Library will be unable to access the Services and information about the Library and the Administrator will be deleted from the Membership Account.

16. Disclaimer of Warranties

The Library acknowledges and agrees that the use of the Services shall be at its sole risk. The Services are provided on an as-is-and-as-available basis. Ingenta expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Ingenta makes no warranty that the Services will be uninterrupted, timely, secure, or error free.

No advice or information, whether written or oral, obtained by you from Ingenta, its employees or representatives shall create any warranty not expressly stated in these Terms.

17. Limitation of Liability

Ingenta excludes all implied conditions, warranties, representations or other terms that may apply to the Services, Ingenta Connect or any content on it.

Nothing in this Agreement limits or excludes the liability of Ingenta:
a) for death or personal injury resulting from negligence; or
b) for any damage or liability incurred by the Library as a result of fraud or fraudulent misrepresentation by Ingenta; or
c) for any liability incurred by the Library as a result of any breach by Ingenta of the clause as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

Ingenta will not be liable to the Library for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Library's use of, or inability to use, the Services; or the Library's use of or reliance on any content displayed via the Services or on Ingenta Connect.

In particular, Ingenta will not be liable for:
a) loss of profits, sales, business, or revenue;
b) business interruption;
c) loss of data;
d) loss of anticipated savings;
e) loss of business opportunity, goodwill or reputation; or
f) any indirect or consequential loss or damage.

In no event shall Ingenta's entire liability to the Library in respect of the Services or this Agreement, whether direct or indirect, exceed the total Subscription Fees paid by the Library in the preceding 12 months.

Subject to the above, Ingenta's total liability to the Library in respect of all other losses arising under or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Subscription Fees paid by the Library in the preceding 12 months.

This clause shall survive termination of this Agreement.

18. Indemnity

The Library shall indemnify and hold harmless Ingenta, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including legal fees and costs) arising out of or relating to any claims that the Library has used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to the Library's use of the Services.

19. Personal Data and Privacy

Personal data provided by the Administrator(s) and/or any Authorised Users to Ingenta as part of the Registration process or as part of the Services will be governed by Ingenta Connect's Privacy Policy and General Terms and Conditions. The Library must confirm acceptance of the Ingenta Connect Privacy Policy prior to submitting the Registration Form.

20. Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the rules of the London Court of International Arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final. The arbitration shall be conducted in England and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Ingenta may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

21. General

No one other than a party to this Agreement, their successors and permitted assignees shall have any right to enforce any of its terms.

Ingenta may at any time assign its rights and obligations under this Agreement. The Library shall not assign any of its rights and obligations under this Agreement.

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either part to act as agent for the other.

This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangements, understanding or agreement between them relating to the subject matter they cover.

The Library acknowledges that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than expressly set out in this Agreement.

22. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the law of England.

END OF TERMS OF SERVICE

If you have any questions or concerns regarding this Agreement, please contact us at [email protected].

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