Received 28 June 2013
Medical*Online-E Subscription Agreement
This Agreement, which includes the terms and conditions and any schedules attached (the "Agreement"), is between Meteo,whose principal place of business is2-7-3 Kandasuda-cho, Chiyoda-ku, Tokyo 101-0041, Japan, and the Licensee,the details of which are set out below.
Description of the Agreement
This Agreement governs the terms and conditions under which the Services, as set out below, are to be supplied to the Licensee and the Licensee is to pay for the Services.
Details of the Parties
Party / Licensee / Meteo / Meteo’s agentLegal Name / The Chinese University of Hong Kong / Meteo Inc. / iGroup (Australia) Ply. Ltd
Principal Contact / Yasushi Nagae / Chloe Mei-Kun Lok
Contact Address / 2-7-3 Kandasuda-cho, Chiyoda-ku, Tokyo 101-0041,
Japan
Telephone / +81-3-5577-5877
Facsimile / +81-3-5577-5878
E-mail /
Fees and Services
ServiceMedical*Online-E
Authorized users (FTE)
Annual Fees
Billing Start Date
We hereby agree to be bound by and comply with the terms and conditions of this Agreement
Signed for and on behalf of the Licensee:Signed for and on behalf of Meteo:
______
By (name): ______By (name): ______
Title: ______Title: ______
Date: ______Date: ______
Signed for and on behalf of Meteo’s agent:
______
By (name): ______
Title: ______
Date: ______
AGREED TERMS:
1. Definitions
In this Agreement:
(a)"Authorized Site" means the locations listed in Schedule A.
(b)"Authorized User" meansany individual who is authorized by the Licensee to access Medical*Online-E and use the Information and who is either an employee of the Licensee (including faculty, administrative staff, librarians and visiting scholars), walk-in users, or an individual currently enrolled as a student of the Licensee regardless of the physical location of such person for so long as:
(1)such user remains an employee/staff member or student authorized to access the Information; and
(2)the Licensee will take reasonable care for any acts or omissions by such user which would constitute a breach or default under this Agreement;
(3)the administrative staff are only using the Service on an occasional and infrequent basis as a consequence of them having access to the Licensees intranet, unless the Licensee is licensed for regular use by such administrative staff. The Licensee shall notify Meteo if it knows or suspects that its administrative staff are using the Services or the Information contained therein on a regular basis and the parties shall agree terms for an enhanced license to cover such usage by the administrative users.
(c)"Billing Start Date" means the date as set out on the first page of this Agreement, or if undated, the date of firstavailability of the Services for use by the Licensee.
(d)"Fees" means the fees as set out on the first page of this Agreement, being the aggregate of the fees for theInformation and fees for the Services, payable by the Licensee to Meteo.
(e)"Information" means information, in whatever form, contained in a Service.
(f)“Remote Access” means access provided by Licensee via secured authentication means only to Authorized Users who are not physically present at an Authorized Site.
(g)"Service" means the Meteo’smedical information service as Medical*Online-E.
(h)"User Statement" means a statement to be provided by the Licensee to Meteo setting out the FTE count for theLicensee and confirming that neither the Services nor the Information have been used by any party other than theAuthorized Users.
2. Services
2.1Meteo grants a non-exclusive, non-transferable, non-sublicensible, non-assignable license to the Licensee, as anacademic institution, and its Authorized Users the right to access and use the Service at Authorized sites or via Remote Access pursuant to the terms andconditions of the Agreement.
2.2Meteo will grant access to the Licensee and Authorized Users via IP authentication. Authorized Users shall beidentified and authenticated by the use of Internet Protocol ("IP") address provided by Licensee to Meteo. TheLicensee may provide simultaneous access to the Service using IP authentication.
2.3Meteo retains control and ownership of the form and content of the Service. Neither the Licensee nor theAuthorized Users will acquire any ownership rights in the Service or the Information, and the Licensee shall notalter the form or content ofthe Service without the written permission ofMeteo.
2.4Meteo may alter the form and content of the Service from time to time. The Information is either licensed from third party information providers or is proprietary to Meteo. Should any license agreement with an informationprovider be terminated or suspended for any reason then the Information supplied by that information provider may be withdrawn from the Service. The Licensee acknowledges that rights to use the Information in this Agreement are contractual and exist independently of copyright law, accordingly these rights cannot be affected by any license from a copyright holder
3. Use of the Service
3.1The Authorized Users may:
(a)review and download Information from a Service for their own use;
(b)on an occasional and infrequent basis, forward individual articles from the Information, provided that sucharticles (or portions of articles) are attributed to the relevant author or provider of such article;
(c)incorporate occasional articles of the Information in printed or electronic course packs and password-protectedelectronic reserve collections for instructional use only at Licensee's academic institution.Each such item of Information shall carry the appropriate acknowledgement of the source, branded asbeing from Meteo and will be deleted by Licensee when no longer used for such purpose; and
(d)if the Authorized User is a librarian of the Licensee, they may search on behalf of and distributeInformation only to Authorized Users within the Licensee's academic institution in response to a specificad hoc search request.
(e)fulfill a reasonable number of requests for interlibrary loans of the Information contained in the Service,subject to the same limitations that apply to paper copies for that purpose made from print journals.
3.2The Licensee, and each Authorized User, shall not:
(a)reproduce, distribute, display, sell, publish, broadcast or circulate the Information to any third party,including (other than as authorized in Sections 3.1 (b), 3.1 (c), 3.1 (d) and 3.1 (e)) other non-Authorized users,nor make the Information available for any such use;
(b)remove, conceal or alter any copyright notices contained in the Service or the Information, or change themeaning of any article of Information;
(c)create or store in electronic form any shared library or archive of Information which could be used as aresearch application;
(d)Use the Information or the attached codes to feed any data mining software or other automated trendanalysis application or
(e)use the authority granted in Sections 3.1 (b), 3.1 (c) or 3.1(d) as a substitute for authorizing additional usersto use the Service, and for the avoidance of doubt, Authorized Users may not on a regular basis, or anirregular but frequent basis, distribute more than a few articles to any individuals (employees of theLicensee, other students or otherwise) who are not Authorized Users.
3.3The Licensee shall:
(a)use its best efforts to ensure that each Authorized User is aware of and complies with the conditions of useof the Service and/or the Information contained in this Agreement;
(b)use its best efforts to ensure that each Authorized User complies with any additional restrictions notified bymeans of anyon-screen notices contained within an article of Information to which the additionalrestriction relates;
(c)on 30 days' prior written notice from Meteo, provide a User Statement to Meteo, save that Meteo maynot make such request more frequently than twice annually;
(d)maintain reasonable internal control procedures to verify each User Statement; and
(e)provide Meteo with reasonable assistance in complying with Meteo's obligations under privacy lawsrelating to information in respect of individual Authorized Users.
3.4If any alumni of the Licensee are licensed as Authorized Users under this Agreement, as notified on the front pageof this Agreement, then such users may only access the Service and the Information in their capacity as an alumniand not for their own or any other business research purposes.
4. Fees
4.1The Licensee agrees to pay the Fees, annually in advance, to Meteo within 30 days of receipt of thecorresponding invoice from Meteo, or Meteo’s agent.Inaddition to the relevant Fees, the Licensee shall be responsible for all applicable sales, value-added and othersuch taxes or duties payable in respect of this Agreement. It is understood that if Licensee is a public institution,it may be exempt from national and local taxation.
4.2Meteo's standard rate of Fees may increase from time to time.But during the contract term, Meteo shall neither claim additional billing nor accept refunding, to the Licensee.
5. Warranty and liability
5.1Meteo shall make reasonable efforts to ensure: the accuracy and reliability of the Services; the timeliness of theInformation; and that the Services do not contain any computer virus. Except as specified in this Agreement, allexpress or implied representations, warranties, conditions and undertakings are excluded. This Agreement givesneither the Licensee nor the Authorized Users any rights against third party information providers with respect touse of Information by the Licensee and/or any Authorized User.
5.2The Licensee agrees that if any such claim is made by a third party then the Licensee will promptly notify andco-operate with Meteo, and Meteo shall at its request be given control of such action. Other than in respect ofinformation proprietary to Meteo, the indemnity in this Section 5.3 shall be limited to the extent that Meteo mayrecoverfrom its information providers.
5.3In lieu of full indemnification, the Licensee shall be responsible for any misuse of the Services by the Authorized Users and any loss suffered by Meteo arising from such misuse and the Licensee covenants to Meteo, and,where relevant, to any third party information provider or supplier, that upon being made aware by Meteo of anyuse of the Information beyond the rights expressly granted to the Licensee and/or Authorized Users under thisAgreement, Licensee shall immediately cease any such violation caused by it or shall make best efforts to haltany such use by Authorized Users.
6. Term and Termination
6.1The term of this Agreement shall commence on the date of first availability of the Services for use by theLicensee and shall continue for 12 months from the Billing Start Date. The subscription will then be expired,unless the customer wishes to extend for an additional 12 months. If the Licensee agrees with Meteo, or Meteo’s agent, for the same Service to the same number of Authorized Users then:
(a)except as may be expressly agreed between the parties in writing, the renewal shall be for a period of 12months and all the terms of this Agreement shall apply to such renewal; and
(b)the Fees for such renewal shall be as notified to the Licensee by Meteo or, Meteo’s agent, andagreed to by the Licensee either by it continuing to receive the Service, paying the Fees or otherwisenotifying Meteo or Meteo’s agent of its acceptance to the new Fees.
6.2Without prejudice to any rights of either party, this Agreement may be terminated:
(a)in the event of a party committing any breach of this Agreement which is remediable and not remediedwithin 30 days of written notice from the other party requiring such remedy;
(b)immediately on written notice being given by a party if the other party commits any irremediable breachof this Agreement or repeats any breach as has previously been the subject of a notice under paragraph (a)above;
(c)immediately on a party giving written notice to the other party if:
(1)an order is made or an effective resolution is passed for the liquidation or winding up of the otherparty;
(2)the other party enters into any composition with its creditors;
(3)the other party has a receiver, manager, administrative receiver or administrator appointed inrespect of it or substantially all of its assets;
(4)the other party is affected in any jurisdiction other than Japan by any matter ofsubstantially similar effect to any of the matters referred to in paragraphs (1) to (3) above; or
(5)if this is a public institution, this Agreement is valid and enforceable only if sufficient funds aremade available to the Licensee by national legislatures for the purposes of this program. It isagreed that if the national legislature does not appropriate funds for the program, this Agreementshall be terminated or amended and the Service varied to reflect any reduction in funds. Thedecision to continue with this Agreement must be made no later than 30 days after thelegislature announces the budget of the new fiscal year affected by legislature funding.
6.3On termination of this Agreement for any reason the Licensee shall pay to Meteo any Fees payable until theeffective date of such termination and Meteo shall, other than for termination under 6.2(5), refund to Licenseeany pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date oftermination.
6.4If the Licensee commits a material breach of this Agreement, Meteo may suspend any Service without notice orpenalty until such breach is remedied.
7. Confidentiality
7.1The parties acknowledge and confirm that during the term of this Agreement and following its termination theparties shall treat as confidential and shall not (other than in the proper provision of the Services or as required byany applicable law) use or disclose to any person, firm or company, the terms of this Agreement and anyconfidential information relating to the business of and belonging to the other party, nor permit its use ordisclosure. This obligation of confidentiality shall not apply to information which is publicly known (through nofault of the non-disclosing party) or not of commercial value to such other party.
7.2No public announcement, press release or circular (other than required by law or regulation) concerning thisAgreement will be made by either party without the prior consent of the other party, which shall not beunreasonably withheld or delayed.
8. Notices
8.1General. Other than as set out below, all notices shall be in writing, and delivered by courier or registered mail, orby either facsimile or electronic mail with confirmation, to the addresses specified on the signature page of thisdocument, or other address stipulated in writing by one party to the other. Notice shall be deemed received on thedate 3 business days after being sent, if by courier or registered mail, or on the date actually received, if by fax orelectronic mail.
8.2Cancellation notices. Any notice from the Licensee to Meteo in relation to either termination of this Agreementor cancellation of a Service (or part of Service) must be sent to Meteo by electronic mail (including the Licensee's name and contract details) to . A notice from the Licensee to Meteo mustalso be sent to customer service of Meteo’s agent. If such notice is sent by any other means it will not be validnotice under the terms of this Agreement.
9. General
9.1The terms and conditions set out in this Agreement represent the entire agreement between both parties relating tothe Services and supersede all prior agreements and representations. It is however acknowledged that separatedivisions or departments of the Licensee, may independently subscribe for Services from Meteo. Suchindependent subscriptions under separate contracts do not supersede and are not superseded by this Agreement.
9.2No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.
9.3The Services subscribed for under this Agreement, the level of the Fees and Ancillary Fees, the number of Authorized Users, and other relevant details of such Services may be amended by written notice signed by both parties confirming the relevant amendment and the inclusion of any additional schedule.
9.4In the event of conflict between these agreed terms and any schedule, the terms in the relevant schedule shall prevail in relation to the provision of that Service.
9.5This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
9.6Neither party may assign this Agreement without the prior written consent of the other party.
9.7The official language of this Agreement shall be the English language and no translation into any other language may be used in its interpretation.
9.8The laws applicable to govern this Agreement shall be separately agreed upon by both parties hereto.
SCHEDULE A
AUTHORIZED SITES
Location Name / Physical address / IP AddressLicensee Responsibilities
Licensee shall be responsible for verifying the status of Authorized Users, providing lists of valid IP addresses to Meteo, and updating such lists promptly as changes are made. Licensee shall cooperate with Meteo in the implementation of additional security procedures reasonably requested by Meteo.
Licensee represents and warrants that:
(a)the list of IP addresses provided above is accurate and valid, and
(b)Licensee shall use reasonable efforts to maintain sufficient security with respect to such IP addresses so as to prevent use of Service by anyone other than Authorized Users.
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