MyiLibrary
MyiLibrary Online Access
License Agreement (“License”)
Definitions: As used in this License, the following terms have the designated meanings:
“Publishers” Refers to any individual Publisher or Publishing body or any collection of publishers that have licensed e-content to MyiLibrary for resale to users either as individual titles or as collections.
“e-Content” Refers to any books, journals reports and/or other publications/content made available through the MyiLibrary service.
“MyiLibrary” refers to the various online sites and the e-book platform found at www.myilibrary.com that hosts e-content for and on behalf of publishers (“MIL”).
“Customer” refers to the institution identified below.
“Customers Representative” refers to the individual identified below.
“User(s)” refers to Customer’s current faculty, students, staff, visiting scholars and patrons that the Customer has reasonably authorized to directly or remotely access the Customer’s library systems and content.
“MyiLibrary Online Owned Content” means information entered into the applicable MyiLibrary site(s) by MIL employees and its licensors,
“Other Content” means any other information entered into the applicable MyiLibrary site by Users or other persons.
All use by Customer or by any User of any of the site(s) within MyiLibrary that are selected by Customer or otherwise accessed by Customer is subject to the terms and conditions set forth in this License. This includes any use of e-Content during authorized trial periods, during the period for which a fee has been paid, and at any time when updates and access to new e-Content are provided.
1. Authorized Use of MyiLibrary Owned Content
a) All of the MyiLibrary Online Owned Content is either the property of MIL or is licensed to MIL and is protected by copyright and other intellectual property laws. Subject to clause 5, MIL hereby grants to Customer, for the limited number of designated Users, as specified, a non-exclusive, non-transferable license to access and use the applicable MyiLibrary site(s) under the terms described in this License. Customer shall honor all reasonable requests by MIL to protect MIL’s proprietary interests in the applicable MyiLibrary site(s). Except for the limited rights given to Customer herein, all rights in the MyiLibrary site(s) are reserved by MIL.
b) Customer and MIL agree that if any titles selected are not available or become unavailable then alternative titles can be selected and added up to the value of the unavailable content.
c) For payment of additional applicable fees, Customer will be free to add any of their own publications, reports, journals, etc to the applicable MIL site(s). These must be submitted to MIL in an acceptable file format.
d) Additional commercially published titles/collections can also be added to the site(s) at any time upon the payment of any fees required to have such titles/collections added.
2. Use Restrictions. Users shall be permitted to display, and subject to individual publishers’ restrictions, download, copy, or print out, for Users’ own research or study only, e-Content from the applicable MyiLibrary site(s) accessed hereunder. Neither Customer nor any Users may otherwise copy, transmit, rent, lend, sell or modify any materials or e-Content from any MyiLibrary site(s) or modify or remove any proprietary notices contained therein, or create derivative works based on materials therefrom. MIL reserves the right to automatically suspend the access of any User if at any time any User downloads or prints out a portion of any individual title in violation of any usage restriction imposed by the applicable MyiLibrary site(s) or the applicable MyiLibrary site(s) accessed hereunder. Neither Customer nor any Users may disseminate any portion of any title or the applicable MyiLibrary site(s) accessed hereunder through electronic means, including mail lists or electronic bulletin boards and agrees not to restrict or inhibit any other User’s access to, or use of, the applicable MyiLibrary site(s) accessed hereunder. The Customer may not re-license nor authorize any party to co-brand any of the content pages of applicable MyiLibrary site(s) accessed hereunder. For purposes of this Agreement, the terms “co-brand” or “co-branding” mean to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute the licensed content. Co-branding may however occur on the welcome page where the individual library logos and messages may be placed. This page can be customized and MIL agrees to work with the library to achieve an institution specific look and feel to this welcome page
3. Other Content.
a. MIL shall not have any responsibility for Other Content, including the content of any messages or information posted by Customer, Users or others or for the content of information accessible via direct or indirect hyperlinks from the applicable MyiLibrary site(s). However, MIL retains the right, which it may or may not exercise in its sole discretion, to review, edit or delete Other Content which MIL deems to be illegal, offensive, or otherwise inappropriate.
b. Neither Customer nor Users may input or distribute any material through any of the applicable MyiLibrary site(s) accessed hereunder which is promotional in nature, including solicitations for funds or business, without the prior written authorization of MIL.
4. Updates, Enhancements and Technical Support. MIL has the right to revise or update the applicable MyiLibrary site(s) accessed hereunder, but revisions or updates, as well as technical support for such applicable MyiLibrary site(s), will be provided to Customer only if a properly signed license agreement for such site(s) has been returned by Customer and is on file and Customer has paid all applicable fees. It is acknowledged by the Customer that they must provide initial support for their users and MIL and its Distributor will provide training to the nominated representatives of the Customer to fulfill this function. Secondary support will be handled by the Distributor who will provide customer service support and who will be responsible for forwarding any problems that they cannot solve onto MIL.
5. Term and Termination and Payment
a. This License will commence upon the date of activation by MIL of the applicable MyiLibrary site(s) for access by Customer under the terms herein and will continue subject to the ongoing payment of the annual MyiLibrary site maintenance and access fee.
b. MIL may discontinue any or all of the applicable MyiLibrary site(s) and/or any individual title(s) accessed hereunder or its or their availability to Customer at any time; provided that in such event, Customer shall be entitled to a pro-rata refund of the license fee paid in advance for the unused period for such site(s)/title(s) unless discontinuation of Customer’s availability of the applicable MyiLibrary site(s)/title(s) is due to a breach by Customer of this License. In the alternative, in the event that MyiLibrary (or its successor or assign) ceases to engage in the business of providing access to the e-Content, a copy of the e-Content that has been licensed on the basis of a one time access fee by the Customer will be provided upon written request of the Customer within 90 days of being notified that access will not longer be provided. Continuing use by the Customer or its Authorized Users (in whatever form) shall remain subject to the terms and conditions and use restrictions of this license which shall survive any termination of this Agreement, and may also require the Customer to obtain explicit approval from the publisher and owner of the e-Content.
c. If any User fails to abide by these rules or violates any other terms and conditions of this License, or any publishers general copyright, MIL reserves the right in its sole discretion to suspend the access by the individual User to the title or collection immediately and will not restore access for this User until the Customer has been formally notified and has rectified the problem that lead to the suspension of access. MIL agrees that after formal notification the Customer will have a minimum of 15 days to investigate and rectify the situation. If MIL is not satisfied that acceptable rectification has been achieved, MIL and the Customer agree to discuss what further steps are required and Customer will make reasonable further efforts within 15 additional days to rectify the situation to MIL’s satisfaction. If after these further steps MIL is still not satisfied that an acceptable rectification has been made MIL may terminate this License.
6. NO WARRANTIES / LIMITATIONS ON LIABILITY
The MyiLibrary site and all materials contained therein are provided on an “as is” basis. MIL makes no guarantees or warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose or use as to any such site or the information therein or any warranties as to the accuracy, completeness, currentness, or results to be obtained from, accessing and using any of the MyiLibrary sites or e-Content, or any material which can be accessed (via a direct or indirect hyperlink or otherwise) through any such site or as to non-infringement of third party rights. Any warranties of any kind, whether express or implied, are disclaimed. Any material or data obtained through use of any of the MyiLibrary sites is at the Customer’s and their Users’ own discretion and risk and Customer understands that it will be solely responsible for any resulting damage to its computer system or loss of data or any other damages it may incur through any use whatsoever of any MIL site(s) or Content.
In no event will MIL be liable for any indirect, special or consequential damages, whether in contract, tort, and strict liability or otherwise and whether or not such damages are foreseen or unforeseen with respect to any use of any of the MyiLibrary sites or the e-Content contained within them.
7. General.
a. Customer is responsible for any sales, use or similar taxes that may be applicable.
b. Customer agrees to indemnify MIL from all damages, liabilities, costs, charges and expenses, including reasonable attorney’s fees, which MIL, its affiliates and employees may incur as a result of violation of this Agreement by Customer. MIL reserves the right to assume the exclusive defense and control of any such matter for which Customer has agreed to indemnify MIL.
c. Confidentiality. It is agreed between the parties that all terms of this agreement and in particular all commercial terms with regards to pricing and licensing arrangements will remain confidential at all times and Customer and MIL agree to limit circulation of this agreement and of any information regarding such terms within their respective organizations to only those parties who have a specific right or need to know.
d. This License constitutes the entire agreement between Customer and MIL relating to the applicable e-Content accessed and supersedes any and all other agreements, oral or in writing, with respect to such site(s). This License may be modified only by a written instrument signed by both parties. The failure of MIL to insist upon strict compliance with any term of this License shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. Customer may not assign any rights or obligations of this License. If any provision in this License is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.
e. Authorization to Negotiate. The signatory of this Agreement warrants that the institution's population of authorized users has been accurately represented to MIL. The signatory of this Agreement represents and warrants to MIL that he/she has the power and authority to execute this Agreement on behalf of the institution, which agrees to be bound by all terms contained herein.
f. Applicable Law, Jurisdiction and Severability. The Terms of this License Agreement will be governed by and construed in accordance with the laws of the state or country of the residence or domicile of the Customer. If for any reason a court of competent jurisdiction finds any provision or portion of this License Agreement to be unenforceable, the remainder of the License Agreement will continue in full force and effect. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by MIL.
Customer MyiLibrary
Name of Customers Authorized Representative Name of MIL Authorized Representative
Company/Institution (Customer)
Address: Address:
Daytime Phone FAX: Daytime Phone FAX:
E-Mail Address E-Mail Address
The terms of this License are agreed to by: The terms of this License are agreed to by:
By: By: Signature Signature
Name: Name:
Title: Title:
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