1.0 DEFINITIONS a) "Customer' is the institution that orders and will pay the fee for access to one or more Databases. b) 'ITER Inc.', hereafter 'Iter', is a not-for-profit entity created by a partnership between the Renaissance Society of America (RSA), the Centre for Reformation and Renaissance Studies of the University of Toronto (CRRS), the Arizona Center for Medieval and Renaissance Studies of Arizona State University in Tempe (ACMRS), the Faculty of Information Studies at the University of Toronto (FIS), and the University of Toronto Library. c) 'Databases' are those searchable electronic databases published by Iter for which the Customer has paid the appropriate fee or during an authorized trial period. d) 'Authorized Users' refers to the staff, faculty, and students of the Customer, the membership of the Customer, or the employees of the Customer. 2.0 USER LICENSE a) Iter grants to the Customer a non-exclusive, non-transferable license allowing Authorized Users to access the Databases. b) The Customer may not transfer, assign or sublicense this license. c) The Databases and associated materials are the property of Iter and are protected by copyright laws and by international treaties. d) No title is transferred by this license or by the payment of any fee. e) The Customer"s rights do not extend to other related or affiliated institutions. f) Any rights not expressly granted in this license are reserved to Iter. 2.1 WHAT AUTHORIZED USERS MAY DO Authorized Users MAY: a) make searches of the Databases b) make a limited number of hard copies of any search output that does not contain a significant segment of a database. These copies may be used by Authorized Users for personal use only and may not be sold. c) make one copy of any search output in electronic form to be used for editing or temporary storage only. 2.2 WHAT AUTHORIZED USERS MAY NOT DO Authorized Users MAY NOT: a) sell, distribute or commercially exploit the Databases or associated material. b) transfer the Databases to hard disk. 3. CONTROL OF AUTHORIZED USERS The Customer will take reasonable action to restrict and control all use of the Databases, to permit access only to Authorized Users, and to ensure compliance by Authorized Users with the restrictions contained in Paragraph 2. 4. TERM This license applies to any use of Databases during authorized trial periods and during the period for which a fee has been paid. Iter reserves the right to cease offering the Customer the opportunity to renew a subscription. 5. LIMITATION OF WARRANTIES AND LIABILITY a) Iter warrants and represents that they have the right to enter into this Agreement and to provide access 'as is' to the Databases. b) THIS WARRANTY IS IN LIEU OF ANY AND ALL OTHER WARRANTIES AND CONDITIONS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ITER DISCLAIM. c) IF THE DATABASE INCLUDES SUMMARIES, THE SUMMARIES WERE DEVELOPED TO ASSIST USERS IN FINDING APPROPRIATE SCHOLARLY LITERATURE FROM THE BIBLIOGRAPHICAL DATA THAT HAVE BEEN INCLUDED IN THE DATABASE. FOR SUCH DATABASES, USERS SHOULD CONSULT THE FULL TEXT MATERIALS BEFORE REACHING OR SUGGESTING CONCLUSIONS AS TO THE SUBJECT MATTER OF THE DATABASE. d) THE PRESENCE IN OR ABSENCE FROM THE DATABASE OF ANY REFERENCE TO INFORMATION, DATA, EVENTS, RESEARCH OR DEVELOPMENTS DOES NOT IMPLY THE SPECIFIC EXISTENCE OR THE NON-EXISTENCE THEREOF, NOR DOES ITER CLAIM COMPREHENSIVENESS OR THE ABSENCE OF ERRORS. e) IN VIEW OF THE ABOVE, ALL LIABILITY IS DISCLAIMED FOR THE ACCURACY, COMPLETENESS OR FUNCTIONING OF THE DATABASES. f) ITER ASSUMES NO RESPONSIBILITY FOR THE CUSTOMER'S USE THEREOF AND SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES AS A RESULT OF SUCH USE, EVEN IF EXPRESSLY MADE AWARE OF THE POSSIBILITY THEREOF. g) IN NO EVENT MAY A CUSTOMER BRING ANY ACTION AGAINST ITER ARISING OUT OF THIS AGREEMENT MORE THAN ONE YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES, DETERMINED WITHOUT REGARD TO WHEN THE CUSTOMER SHALL HAVE LEARNED OF THE ALLEGED DEFECT, INJURY, OR LOSS. h) ITER SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE LICENSE FEE PAID (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY). i) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO EACH CUSTOMER. 6. INDEMNIFICATION Excluding claims arising out of or relating to the violation by Iter of any third party copyright, trade secrets, or trademark, the Customer agrees to indemnify Iter and hold them harmless from and against any and all claims of users or other third parties arising out of or related to the use of the licensed materials, regardless of whether such claims were foreseeable by Iter. 7. TERMINATION If the Customer breaches any term of this Agreement, Iter may, in addition to its other legal rights and remedies, terminate the license granted hereunder on 30 days notice to Customer. Upon any termination for breach, the Customer will, unless otherwise agreed to in writing by Iter, forthwith erase all electronic storage of search outputs or other electronic storage. Any termination, whether or not for breach, will not affect any obligation or liability of a party arising prior to termination, and the provisions of Paragraphs 5 and 6 will survive any termination. In the event of termination, whether or not for breach, the remainder of the annual subscription fee paid by the Customer will not be refunded. 8. FORCE MAJEURE Iter will not be responsible for any delay or failure in performance resulting from any cause beyond their control. 9. APPLICABLE LAW This Agreement will be governed by and construed in accordance with the laws of New York State without giving effect to the principles of conflict of laws thereof, and to the extent permitted by applicable law, the Customer consents to the jurisdiction of courts situated in New York State in any action arising under this Agreement. 10. ENTIRE UNDERSTANDING This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. Any representation, promise, warranty, covenant or undertaking not expressly set forth in this license shall not be deemed a part of the Agreement or otherwise legally effective. 11. SEVERABILITY If a term or condition of this license is invalid or unenforceable, the remaining terms and conditions will remain in full force and effect. 12. SIGNATURE I ACCEPT the terms and conditions of this agreement as stated above and I certify that I am authorized to sign this agreement on behalf of the "customer": Name : Title : Name of "Customer": Signature: Date:
If you do not accept the terms and conditions as stated above, please contact Iter to discuss your concerns.