Standard License Agreement
YOU SHOULD READ THE FOLLOWING TERMS AND CONDITIONS BEFORE SUBSCRIBING TO THE
SERVICES. AMONG OTHER THINGS, THIS AGREEMENT LICENSES THE CONTENT AND
SOFTWARE TO YOU OR YOUR INSTITUTION, AND CONTAINS WARRANTY AND LIABILITY
DISCLAIMERS. BY SUBSCRIBING, YOU ARE ACCEPTING AND AGREEING TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
International Information Services (hereafter IIS) provides the LatAm-Studies
Full-text Online Service and/or the LatAm-Studies Preview Update Service to
you (the Licensee) under the following terms and conditions:
Content of Licensed Materials; Grant of License
The materials that are the subject of this Agreement shall consist of the
LatAm-Studies.com Full-text Online Service and /or the LatAm-Studies.com
Preview Update Service (hereinafter referred to as the "Licensed
Materials"). Licensee and its Authorized Users acknowledge that the
copyright and title to the Licensed Materials and any trademarks or service
marks relating thereto remain with IIS, and/or its suppliers. Neither
Licensee nor its Authorized Users shall have right, title or interest in the
Licensed Materials except as expressly set forth in this Agreement. IIS
hereby grants to Licensee non-exclusive use of the Licensed Materials and
the right to provide the Licensed Materials to Authorized Users in
accordance with this Agreement.
Delivery/Access of Licensed Materials to Licensee
IIS will provide the Licensed Materials to the Licensee in the following
Network Access. The Licensed Materials will be stored at one or more
IIS locations in digital form accessible by telecommunications links
(Internet) between such locations and authorized networks of Licensee; or
Physical Media. Copies of the Licensed Materials may be provided to
the Licensee on physical media (CD-ROM, DVD) for use on Licensee's network
Licensee shall make payment to IIS for use of the Licensed Materials,
annually according to its then effective published fee schedule.
Authorized Use of Licensed Materials
"Authorized Users" are:
Persons Affiliated with Licensee. Full and part time students and
employees (including faculty, staff, affiliated researchers and independent
contractors) of Licensee and the institution of which it is a part,
regardless of the physical location of such persons.
Walk-ins. Patrons not affiliated with Licensee who are physically
present at Licensee's site(s) ("walk-ins").
Licensee and Authorized Users may make all use of the Licensed Materials as
is consistent with the Fair Use Provisions of United States and
international law. Nothing in this Agreement is intended to limit in any way
whatsoever Licensee's or any Authorized User's rights under the Fair Use
provisions of United States or international law to use the Licensed
The Licensed Materials may be used for purposes of research, education
or other non-commercial use as follows:
Display. Licensee and Authorized Users shall have the right to
electronically display the Licensed Materials.
Licensee and Authorized Users may download and digitally copy a reasonable
portion of the Licensed Materials.
Licensee and Authorized Users may print a reasonable portion of the Licensed
Licensee may charge a fee to cover costs of copying or printing portions of
Licensed Materials for Authorized Users.
Licensee and Authorized Users may use a reasonable portion of the Licensed
Materials in the preparation of Course Packs or other educational materials.
Licensee and Authorized Users may use a reasonable portion of the Licensed
Materials for use in connection with specific courses of instruction offered
by Licensee and/or its parent institution.
Authorized Users shall be permitted to extract or use information contained
in the database 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.
Licensee may provide electronic links to the Licensed Materials from
Licensee's web page(s), and is encouraged to do so in ways that will
increase the usefulness of the Licensed Materials to Authorized Users. IIS
staff will assist Licensee upon request in creating such links effectively.
Licensee may make changes in the appearance of such links and/or in
statements accompanying such links as reasonably requested by IIS.
Licensee may use the Licensed Materials in connection with the preparation
of or access to integrated indices to the Licensed Materials, including
author, article, abstract and keyword indices.
Authorized Users may transmit to a third party colleague in hard copy or
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
scientific, scholarly and educational works.
by and Authentication of Authorized Users
Licensee and its Authorized Users shall be granted access to the Licensed
Materials pursuant to the following:
Authorized Users shall be identified and authenticated by the use of
Internet Protocol ("IP") addresses provided by Licensee to IIS.
Authorized Users shall be identified and authenticated by the use of
usernames and passwords assigned by Licensee. Licensee shall be responsible
for issuing and terminating passwords, verifying the status of Authorized
Users, providing lists of valid passwords to IIS and updating such lists on
a regular basis.
CDROM or DVD.
Authorized users shall be identified and authenticated by use of Licensee’s
systems or loan and checkout policies and procedures.
Specific Restrictions on Use of Licensed Materials
Except as specifically provided elsewhere in this agreement, Licensee shall
not knowingly permit anyone other than Authorized Users to use the Licensed
Modification of Licensed Materials.
Licensee shall not modify or create a derivative work of the Licensed
Materials without the prior written permission of IIS.
of Copyright Notice.
Licensee may not remove, obscure or modify any copyright or other notices
included in the Licensed Materials.
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.
Licensee shall report to IIS any violations of this clause, and shall make a
reasonable effort to prevent further abuse of Licensed Materials.
Availability of Licensed Materials.
make the Licensed Materials available to Licensee and Authorized Users.
IIS will offer a help desk access via email or telephone for assistance with
technical or content issues with the database.
IIS shall use reasonable efforts to ensure that the IIS's server or servers
have sufficient capacity and rate of connectivity to provide the Licensee
and its Authorized Users with a quality of service comparable to current
standards in the on-line information provision industry in the Licensee's
locale. IIS shall use reasonable efforts to provide continuous service.
Licensee recognizes that limited periodic unavailability is sometimes
necessary, due to maintenance of the server(s), the installation or testing
of software, the loading of additional Licensed Materials as they become
available, and downtime related to the failure of equipment or services
outside the control of IIS, including but not limited to public or private
telecommunications services or internet nodes or facilities. If possible,
scheduled down-time will be performed at a time to minimize inconvenience to
Licensee and its Authorized Users. If the Licensed Materials fail to operate
in conformance with the terms of this Agreement, Licensee shall immediately
notify IIS, and IIS shall promptly use reasonable efforts to restore access
to the Licensed Materials as soon as possible. In the event that IIS fails
to repair the nonconformity in a reasonable time, IIS shall reimburse
Licensee in an amount that the nonconformity is proportional to the total
Fees owed by Licensee under this Agreement, minus any royalties.
Notification of Modifications of Licensed Materials.
Licensee understands that from time to time the Licensed Materials may be
added to, modified, or deleted from by IIS and/or that portions of the
Licensed Materials may migrate to other formats. IIS shall give prompt
notice of any such changes to Licensee.
Withdrawal of Licensed Materials.
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. IIS shall give written notice
to the Licensee of material withdrawal no later than 90 days following the
removal of any item pursuant to this section. If any such withdrawal renders
the Licensed Materials less useful to Licensee or its Authorized Users, IIS
shall reimburse Licensee in an amount that the withdrawal is proportional to
the total Fees owed by Licensee under this Agreement, minus any royalties.
Licensee Performance Obligations
of Notice of License Terms to Authorized Users.
Licensee shall make reasonable efforts to provide Authorized Users with
appropriate notice of the terms and conditions under which access to the
Licensed Materials is granted under this Agreement including, in particular,
any limitations on access or use of the Licensed Materials as set forth in
Protection from Unauthorized Use.
Licensee shall use reasonable efforts to inform Authorized Users of the
restrictions on use of the Licensed Materials. In the event of any
unauthorized use of the Licensed Materials by an Authorized User, (a) IIS
may terminate such Authorized User's access to the Licensed Materials, (b)
IIS may terminate the access of the Internet Protocol ("IP") address(es)
from which such unauthorized use occurred, and/or (c) Licensee may terminate
such Authorized User's access to the Licensed Materials upon IIS's request.
IIS shall take none of the steps described in this paragraph without first
providing reasonable notice to Licensee (in no event less than 30 days) and
cooperating with the Licensee to avoid recurrence of any unauthorized use.
Maintaining Confidentiality of Access Passwords.
Where access to the Licensed Materials is to be controlled by use of
passwords, Licensee shall issue log-on identification numbers and passwords
to each Authorized User and use reasonable efforts to ensure that Authorized
Users do not divulge their numbers and passwords to any third party.
Licensee shall also maintain the confidentiality of any institutional
passwords provided by IIS. Licensee shall be entitled to receive one (1)
password to the Service. Additional passwords may be provided to the
Customer upon request by Licensee's authorized representative, subject to
IIS's policies for additional passwords then in effect.
IIS reserves the right to change passwords at any time upon notice to the
Unless expressly approved in writing by IIS in advance, a password is valid
for use only in the country to which it is issued.
In the event of loss or theft of a password, it is Licensee's responsibility
to notify IIS immediately, and Licensee shall be relieved of any liabilities
on such password subsequent to IIS's receipt of such notice.
Confidentiality of User Data.
IIS and Licensee agree to maintain the confidentiality of any data relating
to the usage of the Licensed Materials by Licensee and its Authorized Users.
Such data may be used solely for purposes directly related to the Licensed
Materials and may only be provided to third parties in aggregate form. 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
Implementation of Developing Security Protocols.
Licensee and IIS shall cooperate in the implementation of security and
control protocols and procedures as they are developed during the term of
Agreement is an open order that remains in effect until terminated by either
party. Licensee commits to an initial 12 month term at the stated rates.
Thereafter, Licensee will be billed for renewal at the then annual fee.
IIS reserves the right to suspend or refuse the provision of the
LatAm-Studies.com Full-text Online Service for any reason whatsoever, with
or without cause, and without prior notice. In the event of early
termination, Licensee shall be entitled to a refund of any fees or pro-rata
portion thereof paid, minus royalties, by Licensee for any remaining period
of the Agreement from the date of termination.
Agreement shall be renewable at the end of the current term for a successive
one year term unless either party gives written notice of its intention not
to renew 30 days before expiration of the current term.
event that either party believes that the other materially has breached any
obligations under this Agreement, or if IIS believes that Licensee has
exceeded the scope of the License, such party shall so notify the breaching
party in writing. The breaching party shall have 60 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
60 days, the non-breaching party 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 Licensee and Authorized Users shall be terminated. Authorized
copies of Licensed Materials may be retained by Licensee or Authorized Users
and used subject to the terms of this Agreement.
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 for any remaining period of the Agreement from the date of
As a third party provider of information, IIS reserves the right to add or
withdraw Information and modify or otherwise change the LatAm-Studies.com
Full-text Online Service (including features) without notice as necessary.
IIS agrees that it will use its best commercial efforts to provide notice to
Licensee in advance of or concurrent with the effective date of such
changes. In addition, IIS reserves the right to change the terms and
conditions of this Agreement at any time and all such changes shall be
effective thirty days after published by IIS; however, if Licensee finds
such additional terms and conditions objectionable, Licensee may terminate
this agreement by giving written notice specifying the nature of its
for termination for cause, after termination of this agreement, Licensee
shall have the right to request a nonexclusive, perpetual license to use any
Licensed Materials that were accessible during the term of this Agreement at
the then published rate. Such use shall be in accordance with the provisions
of this Agreement, which provisions shall survive any termination of this
Agreement. IIS shall provide the licensed materials at its then published
fee in a tangible media format of its choosing, or as otherwise agreed by
to the Limitations set forth elsewhere in this Agreement:
IIS 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. The IIS shall indemnify and hold Licensee and Authorized Users
harmless for any losses, claims, damages, awards, penalties, or injuries
incurred, including reasonable attorney's fees, which arise from any claim
by any third party of an alleged infringement of copyright or any other
property right arising out of the use of the Licensed Materials by the
Licensee or any Authorized User in accordance with the terms of this
Agreement. This indemnity shall survive the termination of this agreement.
IIS warrants that the physical medium, if any, on which the Licensed
Materials is provided to Licensee will be free from defects for a period of
one year from delivery.
Limitations on Warranties
Notwithstanding anything else in this Agreement:
Neither party shall be liable for any indirect, special, incidental,
punitive or consequential damages, including but not limited to loss of
data, business interruption, or loss of profits, arising out of the use of
or the inability to use the Licensed Materials.
IIS makes no representation or warranty, and expressly disclaims any
liability with respect to the content of any Licensed Materials, including
but not limited to errors or omissions contained therein, libel,
infringement of rights of publicity, privacy, trademark rights, moral
rights, or the disclosure of confidential information.
Except for the express warranties stated herein, the Licensed Materials are
provided on an "as is" basis, and IIS 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,
merchantability or fitness for a particular purpose. IIS makes no warranties
respecting any harm that may be caused by the transmission of a computer
virus, worm, time bomb, logic bomb or other such computer program. IIS
further expressly disclaims any warranty or representation to Authorized
Users, or to any third party.
party shall indemnify and hold the other harmless for any losses, claims,
damages, awards, penalties, or injuries incurred by any third party,
including reasonable attorney's fees, which arise from any alleged breach of
such indemnifying party's representations and warranties made under this
Agreement, provided that the indemnifying party is promptly notified of any
such claims. The indemnifying party shall have the sole right to defend such
claims at its own expense. The other party shall provide, at the
indemnifying party's expense, such assistance in investigating and defending
such claims as the indemnifying party may reasonably request. This indemnity
shall survive the termination of this Agreement.
Assignment and Transfer
Agreement is not assignable or transferable by Subscriber without the
written consent of IIS which shall not unreasonably be withheld. IIS may
assign this Agreement and/or payments due without requirement for
Subscriber's permission or approval.
Agreement shall be interpreted and construed according to, and governed by,
the laws of Massachusetts, excluding any such laws that might direct the
application of the laws of another jurisdiction. The federal or state courts
located in Massachusetts shall have jurisdiction to hear any dispute under
event any dispute or controversy arising out of or relating to this
Agreement, the parties agree to exercise their best efforts to resolve the
dispute as soon as possible. The parties shall, without delay, continue to
perform their respective obligations under this Agreement which are not
affected by the dispute.
In the event that the parties can not by exercise of their best efforts
resolve the dispute, they shall submit the dispute to Mediation. The parties
shall, without delay, continue to perform their respective obligations under
this Agreement which are not affected by the dispute. The invoking party
shall give to the other party written notice of its decision to do so,
including a description of the issues subject to the dispute and a proposed
resolution thereof. Designated representatives of both parties shall attempt
to resolve the dispute within 30 days after such notice. If those designated
representatives cannot resolve the dispute, the parties shall meet at a
mutually agreeable location and describe the dispute and their respective
proposals for resolution to responsible executives of the disputing parties,
who shall act in good faith to resolve the dispute. If the dispute is not
resolved within 15 days after such meeting, the dispute shall be submitted
to binding arbitration in accordance with the Arbitration provision of this
Any controversies or disputes arising out of or relating to this Agreement
shall be resolved by binding arbitration in accordance with the then current
Commercial Arbitration Rules of the American Arbitration Association. The
parties shall endeavor to select a mutually acceptable arbitrator
knowledgeable about issues relating to the subject matter of this Agreement.
In the event the parties are unable to agree to such a selection, each party
will select an arbitrator and the arbitrators in turn shall select a third
arbitrator. The arbitration shall take place at a location that is
reasonably centrally located between the parties, or otherwise mutually
agreed upon by the parties.
All documents, materials, and information in the possession of each party
that are in any way relevant to the claim(s) or dispute(s) shall be made
available to the other party for review and copying no later than 30 days
after the notice of arbitration is served.
The arbitrator(s) shall not have the authority, power, or right to alter,
change, amend, modify, add, or subtract from any provision of this Agreement
or to award punitive damages. The arbitrator shall have the power to issue
mandatory orders and restraining orders in connection with the arbitration.
The award rendered by the arbitrator shall be final and binding on the
parties, and judgment may be entered thereon in any court having
jurisdiction. The agreement to arbitration shall be specifically enforceable
under prevailing arbitration law. During the continuance of any arbitration
proceeding, the parties shall continue to perform their respective
obligations under this Agreement.
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.
Agreement constitutes the entire agreement of the parties and supersedes all
prior communications, understandings and agreements relating to the subject
matter hereof, whether oral or written.
modification or claimed waiver of any provision of this Agreement shall be
valid except by written amendment signed by authorized representatives of
IIS and Licensee.
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
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
notices given pursuant to this Agreement shall be in writing and may be hand
delivered, or shall be deemed received within 30 days after mailing if sent
by registered or certified mail, return receipt requested. If any notice is
sent by facsimile, confirmation copies must be sent by mail or hand
International Information Services (IIS)
Americas & Europe
26 Locksley Road, Newton
MA 02459, U.S.A.
Tel (617) 964-8892; Fax: (617) 964-8602
2301 World-Wide House
19 Des Voeux Road, Central, Hong Kong
Tel: (852) 2169-6360; Fax: (852) 2169-6300