swets2009licence-esource by xiaopangnv


									                       SwetsWise eSource Manager License Agreement

The undersigned:

Swets Information Services B.V.,
having its principal place of business at
347 B Heereweg, 2161 CA Lisse, the Netherlands,
(hereinafter : “Swets”)


<insert full Licensee name>
having its principal place of business at
<insert full Licensee address, city and country>,
(hereinafter : the “Licensee” and together with Swets, the “Parties”)


A. Swets acts as an intermediary between Publishers and libraries, companies and
   institutions, connecting suppliers of information with users and offers a wide range of
   services    for   the   supply    of    printed,  electronic  or   other   publications.

B. Swets has developed a portfolio of web-based services under the registered trademark
   SwetsWise, which includes the database SwetsWise eSource Manager. SwetsWise
   eSource Manager offers access to a collection of standard Publishers’ license conditions
   that can be easily searched, viewed and customized.

C. The Licensee wishes to access and use SwetsWise eSource Manager and Swets is willing
   to grant a license for the use of SwetsWise eSource Manager.


1        Schedules

1.1      The following schedules (hereinafter: the “Schedules”) are attached to this agreement
         (hereinafter: the ‘Agreement’) and are part of this Agreement.

         A Fees
         B Addresses and Main Administrator

1.2      Modification of the Schedules shall not be effective unless both Parties agree to such
         modification in writing, unless otherwise stated in this Agreement.

2        Definitions

         Account: the Account Swets will/has create(d) for the Licensee to use SwetsWise
         eSource Manager;
         Agreement: this SwetsWise eSource Manager Agreement, together with all schedules,
         attachments, updates and changes thereof;
         Authorized Users: are each individual, within or affiliated to the Licensee’s
         organization, who is authorized by the Licensee to access and use SwetsWise eSource
         Manager pursuant to this Agreement;

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         Content: all data available in SwetsWise eSource Manager including the site layout,
         design, images, programs, text and any other information;
         Main Administrator: the person stated in Schedule B;
         Publisher: a publisher from whom Swets orders subscriptions and/or a publisher who
         provides licensing conditions for their inclusion in SwetsWise eSource Manager;
         Secure Network: A network (whether a standalone network or a virtual network
         within the Internet) which is only accessible to Authorized Users approved by the
         Licensee whose identity is authenticated at the time of log-in and periodically
         thereafter consistent with current best practice, and whose conduct is subject to
         regulation by the Licensee;
         Swets’ Partners: companies affiliated to Swets or licensors.

3        Grant of License

         Swets hereby grants the Licensee a worldwide, non-exclusive, fee-bearing, non-
         transferable and non-exclusive right to give Authorized Users access to SwetsWise
         eSource Manager via a Secure Network according to the terms and conditions set
         forth in this Agreement effective as of <insert start date> (the “Effective Date”).

4        Authorized Uses

4.1      SwetsWise eSource Manager may be used by the Licensee and Authorized Users for
         purposes of research, education or other non-commercial use as follows:

         4.1.1   Display, digitally copy and print copy: to access, download or print non-
                 substantial parts of the Content for personal use;

         4.1.2   Collection of Information: to extract or use information contained in the
                 Content for educational, scientific, or research purposes, including extraction
                 and manipulation of information for the purpose of illustration, explanation,
                 example, comment, criticism, teaching, research, or analysis;

         4.1.3   Information for library users: to extract Content related to license conditions
                 of those licenses to which the Licensee has a signed license agreement with
                 the respective Publisher and make this information available for their library
                 users on the Licensee’ web page if this is permitted by the respective signed
                 license agreement with the Publisher.

5        Prohibited Uses

5.1      Neither the Licensee nor Authorized Users may:

         5.1.1   Reproduce, distribute, display, modify, publish, store, transfer or transmit,
                 create derivative works from, or sell, in any form, or by any means, the
                 Content of SwetsWise eSource Manager or any portion thereof without the
                 prior written consent of Swets, except as specifically authorized in this

         5.1.2   remove, obscure or modify in any way any copyright notices, other notices or
                 disclaimers included by Swets and/or the Publishers in SwetsWise eSource

         5.1.3   mount or distribute any part of the Content on any electronic network,
                 including without limitation the internet and the world wide web, other than
                 the Secure Network with the exception mentioned under clause 4.1.3.

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6        Obligations of Licensee

6.1      The Licensee shall use reasonable efforts to ensure that access to and use of
         SwetsWise eSource Manager is limited to Authorized Users and that all Authorized
         Users are notified of and comply with the usage restrictions set forth in this
         Agreement and with the online SwetsWise Terms and Conditions linked to the site.

6.2      The Licensee shall ensure that Authorized Users are provided with and/or shall use
         User names and passwords for access to and use of SwetsWise eSource Manager. The
         Licensee and the Authorized Users agree to keep any passwords and user names
         confidential and will notify Swets promptly of any disclosure or unauthorized use

6.3      The Licensee shall inform Swets immediately upon becoming aware of any
         unauthorized use of SwetsWise eSource Manager, and take appropriate steps to
         ensure that such activity ceases and to prevent any recurrence.

6.4      Licensee shall, at his own costs, obtain all Internet and telecommunications facilities,
         hardware and software necessary to access and use SwetsWise eSource Manager.

6.5      SwetsWise eSource Manager allows the Licensee to insert Content into his Account.
         The Licensee is solely responsible for any Content inserted by the Licensee and/or the
         Authorized Users. The Licensee may arrange its Account, via its Main Administrator,
         in such a way that permits the Authorized Users different levels of access and editing,
         upon the Licensee discretion.

6.6      In the event of any unauthorized use of SwetsWise eSource Manager, Swets may
         suspend the access and/or require that the Licensee suspends the access from where
         the unauthorized use occurred, upon notice to the Licensee.

7        Obligations of Swets

7.1      Swets will create the Licensee’s Account for the use of SwetsWise eSource Manager
         and make it accessible via a web address. The Licensee will assist Swets with the
         creating of the Licensee’s Account if necessary and the Licensee will provide Swets
         with the necessary information, as indicated by Swets. If the Licensee already has a
         license for other SwetsWise portfolio products, the access to SwetsWise eSource
         Manager shall be combined using the already existing Licensee’s SwetsWise Account,
         except when otherwise agreed by the Parties.

7.2      Swets will send the Licensee’s Main Administrator the password and user ID for
         SwetsWise eSource Manager per e-mail to the e-mail address stated in Schedule B.
         The Licensee is solely responsible for the safety and usage of the Licensee’s password
         and user ID. The Licensee is fully responsible for all usage or activity on the
         Licensee’s SwetsWise eSource Manager Account, including but not limited to the use
         of the Account by any third party whether or not authorized by the Licensee to use
         the Licensee’s user ID and password.

7.3      Swets shall make available to the Licensee the Content which has been stored in
         SwetsWise eSource Manager which corresponds to the period subscribed for this

7.4      Swets shall make all reasonable efforts to ensure that SwetsWise eSource Manager is
         complete and free from error. Swets, at its sole discretion, will use commercially
         reasonable efforts to keep SwetsWise eSource Manager available for access on a 24-
         hour a day, 7-day a week basis, subject to downtime for maintenance purposes.

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         There can be no assurances, however, that access will be available at all times or
         uninterrupted. Swets shall use all reasonable endeavors to restore access in the
         event of interruption or suspension of the access to SwetsWise eSource Manager.

8        Fees

8.1      The Licensee shall pay to Swets the fees set forth in Schedule 1 (the “Fees”) within
         thirty (30) days of date of invoice. If payment is not received by Swets within 30
         days, the Licensee shall be considered to be in default, without any notice of default
         being required to be given. In this event, the debt shall be forthwith due and payable
         and Swets shall be entitled to one and one half per cent per month (1 %) interest
         charge on the unpaid balance (12 % per year) or the maximum rate allowed by law if
         such rate is lower than 12 % per year. The Licensee will be liable for all costs of
         collection (including, without limitation, all extrajudicial costs) which Swets may incur
         in order to collect the amount due.

8.2      Unless stated otherwise in an invoice, all fees are exclusive of applicable taxes. The
         Customer shall bear and pay any applicable taxes including but not limited to service
         and sales taxes. Customer is responsible for all transaction fees and other service
         charges that bankers may levy.

9        Intellectual Property Rights

9.1      SwetsWise eSource Manager contains copyrighted material, trademarks and other
         proprietary information. All Content in SwetsWise eSource Manager, with the sole
         exception of Content created by the Licensee according to clause 6.5, is the property
         of Swets and/or its Partners and is protected by Intellectual Property Laws. Swets
         owns the intellectual property rights to the site as a whole and is also subject of
         database protection. Swets does not transfer any ownership.

9.2      The Licensee shall promptly notify Swets of any intellectual property rights
         infringement or unauthorized usage of SwetsWise eSource Manager, which comes to
         the Licensee's attention; and cooperate with Swets in the investigation of such
         infringement or unauthorized use and in any action, which Swets takes to enforce its
         rights, at Swets’ expense.

10       Third Party Content

10.1     Via SwetsWise eSource Manager, Licensee has access to Content supplied by third
         parties, including and not limited to Publishers. Swets has no editorial control over
         this Content. Any opinions, advice, statements, services, offers, or other information
         or Content expressed or made available by third parties, including all information
         relating to the publishers licensing conditions, are those of the respective author(s),
         Publisher(s), owner(s) or licensor(s) and not of Swets. Swets can not guarantee the
         accuracy, timely availability, completeness or usefulness of any Content. Under no
         circumstances whatsoever shall Swets be liable for any loss or damage caused by the
         Licensee and/or Authorized Users reliance on information obtained through
         SwetsWise eSource Manager

10.2     SwetsWise eSource Manager may also contain links to other Internet sites and third-
         party resources. Swets is not responsible for either the availability of these outside
         resources or their content.

11       Representations and Warranties

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11.1     Swets represents and warrants that it has the authority to enter into this Agreement
         and to perform its obligations under it.

11.2     The Licensee represents and warrants that it has the authority to enter into this
         Agreement and to perform its obligations under it, and that it shall at all times
         materially comply with its obligations and duties under this Agreement.

12       Disclaimer

         Except for the express warranties and indemnities stated herein and to the extend
         permitted by applicable law, Swets and its Partners provide SwetsWise eSource
         Manager, its Content or any other data obtained from it on an ‘as is’ ‘as available’
         basis and Swets and the various owners of Content disclaim any and all other
         warranties or representations and expressly disclaim any liability for any claim arising
         from or out of the use of SwetsWise eSource Manager, including but not limited to
         any errors, inaccuracies, omissions, or defects contained therein, and any implied or
         express warranty as to the completeness, timeliness, merchantability or fitness for a
         particular purpose related to SwetsWise eSource Manager.

13       Indemnification

         Each party (the “Indemnifying Party”), to the extent permitted by applicable law,
         agrees to indemnify, defend and hold harmless the other party, as well as such
         party’s officers, directors and employees, together with their respective successors
         and assigns (collectively, the “Indemnified Party”), from and against any claims and
         expenses, including reasonable attorney’s fees and disbursements, related to any
         third-party claims, suits, actions, judgments, damages, orders or decrees arising out
         of any breach by the Indemnifying Party of this Agreement or relating to the gross
         negligence or willful misconduct of the Indemnifying Party. The Indemnifying Party
         shall have the right to choose counsel reasonably acceptable to represent it and the
         Indemnified Party in any matter for which indemnification is sought pursuant to this
         clause and to settle such matter on such terms as are reasonably acceptable to it.
         This provision shall survive the termination or expiration of the term of this

14       Limited Liability

         The maximum liability of Swets and its Partners, if any, under this Agreement, or
         arising out of any claim related to SwetsWise eSource Manager, for any damages,
         losses or causes or action, whether in contract, tort or otherwise, shall be limited to
         the total amount of the one year fees received by Swets from the Licensee during the
         calendar year in which the liability arose. Under no circumstances whatsoever shall
         Swets or its Partners be liable to the Licensee, Authorized Users or any other person
         for any indirect, special, punitive, incidental or consequential damages of any
         character arising out of the use or the inability to use SwetsWise eSource Manager.
         Any right of compensation shall be invalidated if (legal) proceedings/action to claim
         compensation have not been instituted within one (1) year of the datum when the
         damage and/or loss arose.

15       Force Majeure

15.1     If any party is unable to perform its obligations due to causes beyond its reasonable
         control, then that party shall not be held responsible for any loss or damage which
         may be incurred by the other party as a result of such inability. Such causes include,
         but are not limited to, acts of God, war, riot, embargoes, acts of civil or military
         authority, government restrictions, fire, flood, accidents, strikes or labor shortages,

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         transportation and facilities shortages, acts of telecommunications operators, failures
         of equipment and all other circumstances which, against its will, prevent or hinder a
         party from performing its obligations.

15.2     Each party will give notice to the other as soon as possible upon becoming aware of a
         Force Majeure. If, due to a Force Majeure, one of the Parties remains unable to
         perform its obligations for more than 60 days, then the other party may terminate
         this Agreement immediately. Neither party shall have any liability to the other as a
         result of such termination, but any such termination shall be without prejudice to any
         rights which may have arisen prior to termination.

16       Term and Termination

16.1     This Agreement shall be valid and enforceable as of the Effective Date stated in
         clause 3.1, and shall remain in force for a period of three years (the “Initial Term”).

16.2     This Agreement shall be automatically extended for successive periods of one year
         after the Initial Term, subject to appropriate adjustments to Schedule A and to
         payment of any fees due as per the prevalent Pricing Terms, unless either party gives
         the other at least three (3)months written notice prior to the date of automatic
         extension that it does not intend to renew.

16.3     Swets shall inform the Licensee over the renewal fees within a reasonable term prior
         the automatic renewal term. The maximun increase of the renewal fees per year shall
         not exceed 5%.

16.4     Either party my terminate this Agreement with immediate effect by sending written
         notice of termination to the other party upon or occurrence of (i) a material breach of
         this Agreement by the other party and, if the breach is capable of remedy, the breach
         is not remedied within thirty (30) days of written notice of breach; or (ii) termination
         or suspension of the business of the other party; or (iii) the other party becoming
         insolvent or becoming the subject of any bankruptcy proceeding or the like.

16.5     Swets shall suspend access to SwetsWise eSource Manager by the Licensee and
         Authorized Users upon termination of this Agreement and terminate the Licensee’s
         Account. The Content related to the Licensee’s Account shall not be available any
         longer at the Site.

17       General

17.1     Both parties shall conduct its activities hereunder in strict accordance with all
         applicable laws and regulations.

17.2     This Agreement, including all Schedules hereto and the online SwetsWise Terms and
         Conditions linked to use of the website, constitute the entire Agreement between the
         parties and supersedes all prior communications, understandings and agreements
         relating to the subject matter of this Agreement, whether oral or written. .
         Modification of this Agreement shall not be effective unless both Parties agree to such
         modification in writing unless otherwise stated in this Agreement.

17.3     This Agreement or any right pursuant hereto may not be assigned by the Licensee
         without prior written consent of Swets.

17.4     Any notice expressly provided for under this Agreement shall be in writing, either by
         hand or by mail, telegram, radiogram or cable, and shall be deemed sufficiently given
         (a) if and when received by the party to be notified at its address first set forth above

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         or (b) if and when mailed by registered mail, postage prepaid, addressed to such
         party at such address. Either party may, by notice to the other, change its address.

17.5     If any part of this Agreement is determined to be invalid or unenforceable, then the
         invalid or unenforceable provision will be deemed superseded by a valid, enforceable
         provision that most closely matches the intent of the original provision, and the
         remainder of the Agreement shall continue in effect.

17.6     The section headings used herein are for convenience of reference only and do not
         form a part of these terms and conditions, and no construction or inference shall be
         derived from them.

17.7     Either party's waiver, or failure to require performance by the other, of any provision
         of this Agreement will not affect its full right to require such performance at any
         subsequent time, or be taken or held to be a waiver of the provision itself.

17.8     Each party represents and warrants that it has all rights necessary to enter into and
         perform this Agreement.

17.8     This Agreement shall be governed by and construed in accordance with the laws of
         the Netherlands. Any disputes arising under this Agreement shall exclusively be
         brought before the competent court Dutch Courts.

IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement.

date:                                        date:

Swets Information Services B.V.              <insert Licensee name>

Name:                                       Name:

title:                                      title:

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SCHEDULE A         SwetsWise eSource Manager Fees

The Licensee will pay Swets the following fee for the license to use SwetsWise eSource

US $ <insert amount> for the period <insert period>

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SCHEDULE B           Addresses and Main Administrator

Swets shall send all invoices to the Licensee’s following address:


Swets shall send all e-mail correspondence to the Licensee’s following e-mail address:


The Licensee’s Main Administrator is:
<name; user ID>
Main Administrator address <…>
Main Administrator e-mail address <…>

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