This License Agreement (this "Agreement") is made
effective as of the date of its acceptance by Portal Member ("Licensee") and GOLEM IMS GMH, Hausfedlstrasse
22/1/7, 1220 Vienna, Austria as service Provider ("Provider"). The Agreement
is supplementary to Terms of Services for PharosN portal under domain names win2biz.com
Provider is authorized to act for and sign this Agreement on behalf of a group of authors hereinafter known as the "Partners". Licensee is responsible only for fulfillment of its individual responsibilities under this Agreement.
The Licensee agrees as follows:
Content of Licensed Materials; Grant of License
The electronic resources including materials and computer applications, that
are the subject of this Agreement shall consist of electronic information services
made available by Provider (hereinafter
referred to as the "Licensed Materials").
Licensee and Authorized Users acknowledge that the copyright and title
to the Licensed Materials and any trademarks or service marks relating thereto
remain with Provider and/or its Partners.
Provider hereby grants to Licensee non-exclusive and non-transferable use of the Licensed
Materials and the right to provide the Licensed Materials to Authorized Users
in accordance with this Agreement.
Licensee shall make payment to Provider for use of the Licensed
Materials pursuant to the terms set forth in the service subscription selected
by the Provider at the relevant page of PharosN portal “Information service
categories” providing access to selection of service subscriptions.
You are responsible for the payment of all taxes relating to the
licenses granted under this Agreement or your use of electronic resources.
Authorized Use of Licensed Materials
"Authorized Users" are all users of the relevant Pharos
Navigator server, which has the Member as is its registered user, regardless of
the physical location of such persons. If Member does not belong to any Pharos
Navigator server users then there are no Authorized Users and the Member is the
Authorized Uses. Licensee and Authorized Users may make all use
of the Licensed Materials as is consistent with the European copyright system and
The Licensed Materials may be used for purposes of education or other
non-commercial use as follows:
Archival/Backup Copy. Provider will provide Licensee with one (1) copy in an electronic
format of any Licensed Materials provided under subscription services to
fulfill Licensee's rights of this Agreement. DE
Display. Licensee and Authorized Users shall have the right to
electronically display the Licensed Materials with identification of its
original copyright notice.
Digitally Copy. Licensee and Authorized Users may download and digitally copy a
reasonable portion of the Licensed Materials.
Electronic Links. Licensee may provide electronic links to the Licensed
Materials from Licensee’s web page(s) and course management systems, and is
encouraged to do so in ways that will increase the usefulness of the Licensed
Materials to Authorized Users.
Scholarly Sharing. Authorized Users may transmit to a third party colleague a
copy electronically, minimal,
insubstantial amounts of the Licensed Materials 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 Licensed Materials in the
Authorized User’s own studies, scientific, scholarly and educational works.
Specific Restrictions on Use of Licensed Materials
Unauthorized Use. Licensee shall not knowingly permit anyone other than
Authorized Users to use the Licensed Materials.
Modification of Licensed Materials. Licensee shall not modify or create a
derivative work of the Licensed Materials without the prior written permission
Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright
or other notices included in the Licensed Materials.
Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee
may not use the Licensed Materials for commercial purposes, including but not
limited to the sale of the Licensed Materials or bulk reproduction or
distribution of the Licensed Materials in any form.
Provider Performance Obligations
Availability of Licensed Materials. Provider makes the Licensed Materials available
to Licensee and Authorized Users within the Effective duration of subscription
for the service which is considered as Date of this Agreement.
Support. Provider will offer reasonable levels of
continuing support to assist Licensee in use of the Licensed Materials available
by feedback forms for problem-solving, or general questions (Q&A).
Updates. Provider will provide regular updates or
modifications to the Licensed Materials or any Provider software. Licensee understands that from time to
time the Licensed Materials may be added to, modified, updated or deleted from
by Provider and/or that portions of the Licensed Materials may migrate to other
formats. Provider shall introduce any such changes into the Service
Subscription page of the PharosN portal or update Licensee service subscription
of Service. Provider shall use
reasonable efforts to ensure that the Provider's server or servers have
sufficient capacity and rate of connectivity to provide the Licensee and
Authorized Users with a quality of service information provision industry in
the Licensee's locale.
of "Click-Through" License Terms or Other Means of Passive Assent. In the event that Provider requires Authorized
Users to agree to terms relating to the use of the Licensed Materials before
permitting Authorized Users to gain access to the Licensed Materials (commonly
referred to as "click-through" licenses), or otherwise attempts to
impose such terms on Authorized Users through mere use or viewing of the
Authorized Materials, Provider shall provide Licensee with notice of and an
opportunity to comment on such terms prior to their implementation. In no event
shall such terms materially differ from the provisions of this Agreement. In
the event of any conflict between such terms and this Agreement, the terms of
this Agreement shall prevail.
Links. Where applicable, Provider
will provide and maintain persistent links to individual items within the
Licensed Materials and make these available to Licensee. Provider’s support for persistent linking
shall include the ability to resolve in-bound and out-bound links.
of Licensed Materials. Provider
reserves the right to withdraw from the Licensed Materials any item or part of
an item for which it no longer retains the right to publish, or which it has
reasonable grounds to believe infringes copyright or is defamatory, obscene,
unlawful or otherwise objectionable.
Provision of Notice of License Terms to Authorized Users. Licensee shall make provide Authorized Users
with appropriate notice of the terms and conditions under which access to the
Licensed Materials is granted under this Agreement.
from Unauthorized Use. Licensee shall implement reasonable
procedures to restrict access to the Licensed Materials to Authorized
Maintaining Confidentiality and Security. Licensee shall maintain the confidentiality and
must comply with any security processes and procedures (including but not
limited to passwords and user identification protocols) specified by Provider
from time to time with respect to accessing or use of PharosN portal and . You
must not access or attempt to access any restricted areas of this Website
unless you have been provided with explicit written authorization to do so by
Cure Activities. In the event of any unauthorized use of the Licensed
Materials by an Authorized User, Licensee shall cooperate with Provider in the
investigation of any unauthorized use of the Licensed Materials of which it is
made aware if requested to do so by Provider and shall use reasonable efforts
to remedy such unauthorized use and prevent its recurrence. Provider may
terminate such Authorized User's access to the Licensed Materials after first
providing reasonable notice to Participating Member Institution (in no event
less than two (2) weeks) and cooperating with the Participating Member
Institution to avoid recurrence of any unauthorized use. In the case of
unauthorized use which in the Provider’s judgment is causing serious material
harm, Provider may suspend an individual Authorized User's access to the
Licensed Materials. Such temporary
suspensions will be of the shortest duration possible sufficient to terminate
the alleged unauthorized activity and prevent its resumption.
Confidentiality of User Data. Provider agrees to maintain the confidentiality of any
data relating to the usage of the Licensed Materials by Members and Authorized
Users. Raw usage data, including but not limited to information relating to the
identity of specific users and/or uses, shall not be provided to any third
This Agreement shall
continue in effect until expiration of service subscription commencing on its Effective
This agreement shall be
renewable at the end of the current term for a successive term by extending the
service subscription unless Licensee ends such subscription.
In the event that Provide
believes that the Licensee or/and Authorized Users have breached any
obligations under this Agreement, the Provider shall so notify the breaching
party in writing. The breaching party shall have fifteen (15) days from the
receipt of notice to cure the alleged breach and to notify the non-breaching
party in writing that cure has been effected. If the breach is not cured within
the fifteen (15) day period, the Provider shall have the right to terminate the
Agreement without further notice.
Upon Termination of
this Agreement for cause online access to the Licensed Materials by Participating
Member Institution and Authorized Users shall be terminated.
In the event of early
termination permitted by this Agreement, Licensee shall be entitled to a refund
of any fees or pro-rata portion thereof paid by Licensee on their behalf for
any remaining period of the Agreement from the date of termination.
Subject to the
Limitations set forth elsewhere in this Agreement:
Provider provides Members or PharosN portal with the information in
relevant electronic resources which is needed to understand the fundamental
issues involved in the implementation of Pharos Navigator services and
development of relevant applications by Members. Provider
warrants that it has the right to license the rights granted under this
Agreement to use Licensed Materials, that it has obtained any and all necessary
permissions from third parties to license the Licensed Materials, and that use
of the Licensed Materials by Authorized Users in accordance with the terms of
this Agreement shall not infringe the copyright of any third party. NO
LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO
Limitations on Warranties
IN NO EVENT SHALL PROVIDER
OR ANY OF ITS RESPECTIVE PARTNERS, CONTENT PROVIDERS, OR LICENSORS BE LIABLE TO
YOU OR ANY THIRD PARTY MAKING CLAIMS THROUGH YOU, FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM
LOSS OF USE, DATA, PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR OTHER
INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE MATERIAL (INCLUDING, BUT
NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE, OR ANY
COMPUTER RELATED DAMAGES DUE TO DOWNLOADING FROM THIS WEBSITE OR OTHERWISE
RESULTING FROM ANY USE OR INABILITY TO USE THIS WEBSITE OR ANY MATERIAL
(INCLUDING, BUT NOT LIMITED TO COURSE MATERIAL), INFORMATION, PRODUCT OR
SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE, WHETHER IN AN ACTION BASED ON
WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY ARISING OUT OF
OR IN CONNECTION WITH ANY USE OF THIS WEBSITE OR ANY MATERIAL (INCLUDING BUT
NOT LIMITED TO COURSE MATERIALS), INFORMATION, PRODUCT, OR SERVICE OFFERED ON,
IN OR THROUGH THIS WEBSITE. IN NO EVENT SHALL PROVIDER’S TOTAL LIABILITY TO YOU
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (HOWEVER ARISING) WHETHER JOINTLY
OR SEVERALLY, EXCEED THE LICENSE FEE PAID BY YOU TO PROVIDER FOR THE PARTICULAR
PROVIDER COURSE YOU HAVE ORDERED AT THE TIME THE ALLEGED CLAIM OR CAUSE OF
Except for the express
warranties stated herein, the Licensed Materials are provided on an "as
is" basis, and Provider disclaims any and all other warranties,
conditions, or representations (express, implied, oral or written), relating to
the Licensed Materials or any part thereof, including, without limitation, any
and all implied warranties of quality, performance, accuracy, completeness, merchantability
or fitness for a particular purpose. Provider further expressly disclaims any
warranty or representation to Authorized Users, or to any third party.
YOUR USE OF THIS PORTAL
CENTRAL WEBSITE AND OF ANY COURSE, MATERIAL (INCLUDING, BUT NOT LIMITED TO,
COURSE MATERIALS), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH
THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR
THIS SERVER) IS AT YOUR SOLE RISK. THIS WEBSITE AND ANY MATERIAL (INCLUDING,
BUT NOT LIMITED TO COURSE MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED
ON, IN, OR THROUGH THIS WEBSITE (INCLUDING, BUT NOT LIMITED TO, ANY DOWNLOADS
FROM THIS WEBSITE OR THIS SERVER) ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT
PERMITTED BY LAW, PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES,
AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE (WHETHER OR NOT PROVIDER KNOWS, HAS REASON TO KNOW,
HAS BEEN ADVISED, OR IS AWARE OF, ANY SUCH PURPOSE), QUALITY, SATISFACTORY
QUALITY, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PROVIDER DOES NOT
WARRANT THAT ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL),
INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE
(INCLUDING, WITHOUT LIMITATION, ANY DOWNLOADS FROM THIS WEBSITE OR THIS SERVER)
WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT
THIS WEBSITE OR ANY SERVER THAT MAKES THIS WEBSITE AVAILABLE, ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. PROVIDER DOES NOT WARRANT OR MAKE
ANY REPRESENTATION REGARDING USE OR THE RESULTS OF USE OF ANY MATERIAL
(INCLUDING, BUT NOT LIMITED TO, COURSE MATERIAL), INFORMATION, PRODUCT, OR
SERVICE OFFERED ON, IN, OR THROUGH THIS WEBSITE IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT ANY RESULTS OBTAINED FROM YOUR USE
OF THIS WEBSITE, OR ANY MATERIAL (INCLUDING, BUT NOT LIMITED TO, COURSE
MATERIAL), INFORMATION, PRODUCT, OR SERVICE OFFERED ON, IN, OR THROUGH THIS
WEBSITE, WILL MEET YOUR EXPECTATIONS.
PROVIDER DOES NOT
GUARANTY, REPRESENT OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH
THIS WEBSITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR
OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTY. YOU ARE
RESPONSIBLE FOR THE IMPLEMENTATION OF SUFFICIENT PROCEDURES AND CHECKPOINTS
WHICH SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY AND DATA INPUT AND
OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THIS WEBSITE OR FOR THE
RECONSTRUCTION OF ANY LOST DATA.
Not Legal Advice.
Although Provider uses reasonable efforts
collecting, preparing and providing electronic information resources, including
training and course materials, Provider does not warrant or guaranty
completeness, adequacy, or timeliness of any such resource. You agree to
defend, indemnify, and hold harmless Provider, its officers, directors,
employees, agents, and third party suppliers and licensors from and against any
claims, actions, demands, judgments or liabilities, fines, penalties and
expenses, including but not limited to reasonable legal and accounting fees,
resulting from, or alleged to result from, your use of or reliance upon any electronic
resource, training and course materials.
Neither party shall be liable in damages or have the right to terminate
this Agreement for any delay or default in performing hereunder if such delay
or default is caused by conditions beyond its control including, but not
limited to Acts of God, Government restrictions (including the denial or
cancellation of any export or other necessary license), wars, insurrections
and/or any other cause beyond the reasonable control of the party whose
performance is affected.
This Agreement is supplementary to Terms of Services for PharosN portal (win2biz.com
and pharosnavigator.com domains) which constitute the entire agreement of the
parties and supersedes all prior communications, understandings and agreements
relating to the subject matter hereof, whether oral or written.
If any provision or
provisions of this Agreement shall be held to be invalid, illegal,
unenforceable or in conflict with the law of any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Waiver of Contractual Right
Waiver of any provision
herein shall not be deemed a waiver of any other provision herein, nor shall
waiver of any breach of this Agreement be construed as a continuing waiver of
other breaches of the same or other provisions of this Agreement.
All notices given
pursuant to this Agreement shall be sent by using PharosN portal Inbox
messaging and simultaneously mail contacts of Member mentioned in his/her
personal profile. If Member changed own email and other contacts but did not update
relevant contacts in own personal profile of Member of PharosN portal and
notice delivery fails the Provider party may terminate the Agreement.
Use of Licensee Name
Provider's use of the Licensee name any of Authorized
Users (alone or as part of another name) in advertising or promotional
materials shall be permitted only upon the prior written approval of, and in
accordance with restrictions agreed to by Licensee or Authorized Users.
IN WITNESS WHEREOF, the Licensee have accepted this Agreement by clicking
acceptance button on the service subscription page as of the effective date.