1. REPRESENTATIONS BY ORGANIZATIONS.
If you agree to these terms on behalf of a business, organization, agency or institution “an Organization,” you represent and warrant that (i) you have authority to bind that Organization to this Agreement, (ii) your agreement to these terms will be treated as the agreement of the Organization and (iii) any individual or entity to whom you provide access to the Software shall be made aware of and shall be bound by these terms. In that case, “you” and “your” in this Agreement shall refer to the Organization you represent.
Where the terms of this Agreement create any rights, entitlements, obligations or liabilities as between the Company and Oxford University (“Oxford”), such rights, entitlements, obligations and liabilities shall at all times be subject to the terms of the “Software as a Service Agreement”, dated 1st July 2020, entered into between the Company and Oxford for the provision of the Service (“Main Service Terms”). For the avoidance of doubt, as between the Company and Oxford: (i) the Main Service Terms shall take precedence over this Agreement; and (ii) nothing in this Agreement shall operate to create any rights, entitlements, obligations or liabilities that are broader or narrower (as applicable) than those under the Main Service Terms.
2. Acceptance of Terms.
You represent and warrant that you are an individual (i.e. not a corporation), you are of legal age to form a binding contract, that all registration information you submit is accurate and truthful and that you will maintain the accuracy and truthfulness of such information by accessing your preference settings from within the Service. Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
4. Rules and Conduct.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service that:
infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; you know is false, misleading, untruthful or inaccurate; is unlawful, threatening, abusive, harassing, defamatory, derogatory, discriminatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Company or any third party, except where such content is a necessary component of a Research Output and approval has been given by Oxford and Company to deposit this material; impersonates any person or entity, including any employee or representative of Company; breaches, or causes Company to breach, any applicable law or regulation or terms of any third party hosting provider we notify to you; or could result in any claim or action against Company or damage Company’s goodwill or reputation in any way.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure and shall comply with all limits on size notified to you from time to time (via the Service or otherwise); (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Company may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service), nor access or use the same in a way or using means not made available by us for that purpose; (iv) run any form of auto-responder or “spam” on the Service; (v) copy, modify, adapt or create derivative works of any part of the Service; (vi) make available, distribute, sell, rent, lease, license, frame, commercialise or use for the benefit of any other person (including as part of a service bureau arrangement) any part of the Service, or use any part of the Service to develop, or otherwise in connection with, a product or service which competes with any of the products or services that Company offers; (vii) decipher, decompile, disassemble, reverse engineer or attempt to derive any source code or underlying ideas or algorithms of, any part of the Service save to the extent permitted by applicable law. The foregoing restrictions shall also apply (where the context permits) to any ‘Data’, and you shall not use any automated means, including robots, scripts, or spiders to access, monitor, crawl, scrape or mine the Data except those expressly authorised by Company in advance in writing. For the purposes of the above, ‘Data’ means all information and data provided, developed or made available by Company (and including all data accessible within or made available via the Service) and derived therefrom, save in respect of your User Submissions.
The Site and Service are protected by copyright as collective works and/or compilations pursuant to U.K. copyright laws, international conventions, and other copyright laws. You shall abide by all applicable local, state, national and international laws and regulations.
You may browse the Site without registering, but as a condition to using certain aspects of the Service, you may be required to be a registered user and will need to access using your Oxford user name and password (“Single Sign On”)
6. Third Party Sites.
Company may make the Service available on or through other websites or resources on the Internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. These other websites are not under Company's control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such website or resource.
7. Content and Licence.
You agree that the Service contains Content specifically provided by Company, its partners and other third parties, and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
8. User Submissions.
The Service provides you with the ability to add, create, upload, submit, distribute or post (“Submit,” “Submitting” or “Submission”) content, articles, data, text, photographs, images, illustrations, or other information on or to the Site or Service (collectively, the “User Submissions”). By way of example, and not as a limitation, User Submissions may be Submitted when you request the Service to (i) identify, resolve, copy, or import content stored on your or a third party’s computer system, (ii) synchronize content such that the Service stores or “mirrors” content stored on your or a third party’s computer system by storing such content on equipment owned or operated by Company, (iii) save or store your comments, edits or annotations to Content accessible through the Service, or (iv share with another person any content stored on your or a third party’s computer system.
You represent and warrant that, where you make any suggestions regarding, or other contributions to, the Services, any such contribution is your original work and you are free and authorised to make the same available to Company for use in any way without obligation to any person.
10. Warranty Disclaimer.
Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any Content contained in or accessed through the Service, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or the Service.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. COMPANY, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, INTEGRATORS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICE WILL BE SECURE OR AVAILABLE UNINTERRUPTED AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE.
Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade- secret information, or any other Content stored on Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
12. Limitation of Liability.
IN NO EVENT SHALL COMPANY, ITS SUPPLIERS, LICENSORS, INTEGRATORS OR CONTENT PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE SERVICE OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100) (IN THE AGGREGATE) OR THE FEES PAID BY YOU FOR THE SERVICE DURING 12-MONTH PERIOD PRECEDING THE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (V) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
13. Fees and Payment.
Although our basic Services are currently free to users, Company reserves the right to amend or withdraw such free Services at any time. Premium Services require payment in order to be accessed by users. You shall pay all applicable fees, as described on the Site, in connection with any such Services selected by you. Failure to make the appropriate payment will result in the withdrawal of your access to the charged-for Services.
Company reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Site. Your continuing use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable (your statutory rights are not affected).
14. Dispute Resolution.
15. Integration and Severability.