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1. License
CSA, on its own behalf and as agent for Sage Publications, Inc. and Sage Publications Ltd. (collectively, "Sage"), hereby grants Customer a non-exclusive, non-transferable license to obtain access via CSA Illumina to the electronic Sage Collection and updates thereto (collectively, the "Sage Collection") consisting of (i) digitized versions of the full text content of the Sage journals listed on the Registration Form (the "Sage Content"), and (ii) index terms, thesauri and abstracts developed by CSA for use in connection with the Sage Content (the "CSA Content"), all in accordance with the terms and conditions set forth herein. Customer may use the Sage Collection for search and retrieval purposes in the internal operation of its organization only or, if Customer is an individual, for his personal use only. Customer may also print and download selected records for research and scholarly purposes. This license is a site license, which allows for access by a single entity (school, business, or public agency) located either in a single building or in a cluster of related buildings situated within a compact geographic area such as a single campus, a company main headquarters facility or a public agency's central office. The Sage Collection may be networked throughout the geographic area and may also be made available remotely through secure access procedures that Customer establishes.
If Customer is an academic institution, then this license extends to Customer's Authorized Users. Authorized Users are faculty, staff, students and walk-in patrons of its libraries.
The Sage Collection may also be used for purposes of research or education, as follows:
Display. Customer and Authorized Users shall have the right to electronically display the Sage Collection.
Digitally Copy. Customer and Authorized Users may download and digitally copy a reasonable portion of the Sage Collection.
Print Copy. Customer and Authorized Users may print a reasonable portion of the Sage Collection.
Recover Copying Costs. Customer may charge a reasonable fee to Authorized Users in order to cover the costs of copying or printing portions of Sage Collection for Authorized Users.
Course Packs. Customer and Authorized Users may use a reasonable portion of the Sage Collection in the preparation of Course Packs or other educational materials.
Electronic Reserve. Customer and Authorized Users may use a reasonable portion of the Sage Collection for use in connection with specific courses of instruction offered by Customer.
Analysis. Authorized Users shall be permitted to extract or use information contained in the Sage Collection for educational, scientific, or research purposes, including, but not limited to, extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis.
Scholarly Sharing. Authorized Users may transmit to a third party colleague in hard copy or electronically, minimal, insubstantial amounts of the Sage Collection for personal use or scholarly, educational, or scientific research or professional use but in no case for re-sale. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Sage Collection in the Authorized User's own scientific, scholarly and educational works.
Interlibrary Loan. Customer shall be permitted to use reasonable portions of the Databases to fulfill occasional requests from other institutions, a practice commonly called Interlibrary Loan. Customer agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC §108, "Limitations on exclusive rights: Reproduction by libraries and archives") and the Guidelines for the Proviso of Subsection 108(2g)(2) prepared by the National Commission on New Technological Uses of Copyrighted Works (CONTU).
2. Payment
Customer must pay the appropriate subscription fees plus all applicable sales, use or similar taxes for use of the Sage Collection. Notwithstanding the foregoing, Customer may, if Customer so chooses, elect to have a limited trial period of the Sage Collection with a duration not to exceed the period specified in the Registration Form. At the end of the trial, Customer must pay the appropriate fees to retain the right to use the Sage Collection.
3. Proprietary Rights in the Sage Collection
Customer acknowledges that (i) the Sage Content is proprietary to Sage, (ii) CSA Illumina and the CSA Content are proprietary to CSA, (iii) the Sage Content shall remain the exclusive property of Sage, (iv) CSA Illumina and CSA Content shall remain the exclusive property of CSA and (v) Customer has no rights in or to the Sage Collection other than as set forth herein. The Sage Content is copyrighted by Sage or third parties designated in individual journals, the CSA Content is copyrighted by CSA and all rights in the Sage Content and CSA Content are reserved by Sage and CSA, respectively. Customer shall not duplicate, distribute, sell, commercially exploit, create derivative works from, or otherwise make available the Sage Collection or information contained therein, in any form or medium, to any third party.
4. No Warranties
CSA AND SAGE ARE PROVIDING THE SAGE COLLECTION IN AN "AS IS" CONDITION. NEITHER CSA NOR SAGE WARRANTS, GUARANTEES, OR MAKES ANY REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, CORRECTNESS, RELIABILITY, CURRENCY OR OTHERWISE, OF ANY PORTION OF THE SAGE COLLECTION OR THE USE OR RESULTS TO BE OBTAINED FROM USING THE SAGE COLLECTION OR THE INFORMATION CONTAINED THEREIN, OR ANY RELATED DOCUMENTATION OR WRITTEN MATERIALS. NEITHER CSA NOR SAGE MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SAGE COLLECTION AND, IN PARTICULAR, CSA AND SAGE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, NONINTERFERENCE, NONINFRINGEMENT, INFORMATIONAL CONTENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SAGE COLLECTION.
5. Limitation of Liability
NEITHER CSA NOR SAGE SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING LOST PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, CAUSED TO ANY PERSON AS A RESULT OF THE USE OF THE SAGE COLLECTION OR THE INFORMATION CONTAINED THEREIN REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS FORSEEABLE. WITHOUT LIMITING THE FOREGOING, THE AGGREGATE LIABILITY OF CSA AND SAGE, IF ANY, SHALL BE LIMITED TO THE SUBSCRIPTION PRICE PAID BY CUSTOMER FOR THE SAGE COLLECTION WITHIN THE TWELVE MONTH PERIOD PRECEDING CUSTOMER'S ASSERTION OF LIABILITY.
6. Access and Use
CSA Illumina will be available for use 24 hours per day, 7 days per week. Notwithstanding the foregoing, CSA reserves the right to shut down CSA Illumina without prior notice to resolve any technical issues that may arise at any time as determined in CSA's sole and absolute discretion.
7. System Requirements
Customer acknowledges that there are certain system requirements that are necessary in order to use CSA Illumina, and Customer is financially and technically responsible for ensuring that these requirements are met. These system requirements are (a) full access to the Internet (TCPIP) and (b) a World Wide Web browser, either Netscape (version 6.0 or higher) or Microsoft Internet Explorer (Version 5.0 or higher). Other suitable browsers should include support for HTML 4.0, XHTML 1.0, and CSS 1 (Cascading Style-sheets). Use of the Administrative Profile Module requires support for Javascript 1.5. CSA recommends using the most current browsers available.
8. Force Majeure
CSA shall not be responsible for any failure to perform, or delay in performance, in whole or in part, due to unforeseen circumstances or circumstances beyond CSA's control.
9. Term and Termination
CSA or Sage may cancel this license if Customer violates any of the terms and conditions set forth herein. At the end of the license period (so long as neither CSA nor Sage has terminated this license due to Customer's violation of any terms and conditions), and upon Customer's written request (which must be made within 30 days of the end of the license period), CSA or Sage shall deliver to Customer for its use the material added to the Sage Collection to which Customer subscribed during the period that Customer's subscription was in effect, and the use of such provided archived material shall be governed by the terms of this license. All information will be delivered in an electronic medium agreed to by both parties. The terms and conditions of paragraphs 3, 4, 5, and 9 shall survive termination of this license.
10. Governing Law
Any questions concerning the validity, construction, or performance of this license shall be governed by the laws of the State of Maryland excluding its conflicts of laws principles. The venue for any litigation arising out of this license shall be the state or federal courts located within the State of Maryland, U.S.A.
June 21, 2006
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