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 and pharosnavigator.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. "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 only Licensee.
Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the European copyright system and international law.
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.
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 of Provider.
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 installation automatically.
Quality 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.
Notice 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.
Persistent 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.
Withdrawal 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.
Protection from Unauthorized Use. Licensee shall implement reasonable procedures to restrict access to the Licensed Materials to Authorized Users.
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 Provider.
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 party.
This Agreement shall continue in effect until expiration of service subscription commencing on its Effective Date.
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 THIS INDEMNIFICATION.
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 ACTION AROSE.
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.