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UNITED NATIONS SOFTWARE LICENCE AGREEMENT
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1.
DEFINITIONS
1.1.
Agent. A
third party appointed from time to time by the Licensee to act on the
Licensee’s behalf, who may undertake any or all of the obligations of the
Licensee under this Licence, as agreed between the Licensee and the Agent.
1.2.
Authorized Users. Current members of the staff of the Licensee
(whether on a permanent, temporary, contract or visiting basis) and individuals
who are currently studying at the Licensee’s institution, who are permitted to
access the Secure Network from within the institution’s Premises or from such
other places where Authorized Users work or study (including but not limited to
Authorized Users’ offices and homes, halls of residence and student
dormitories) and who have been issued by the Licensee a password or other
authentication, together with other persons who are permitted to use the
Licensee’s library or information service and access the Secure Network but
only from computer terminals within the Library Premises.
1.3.
Commercial Use. Use for the purposes of monetary reward
(whether by or for the Licensee or an Authorized User) by means of sale,
resale, loan, transfer, hire or other form of exploitation of the Licensed
Materials. For the avoidance of doubt,
neither recovery of direct costs by the Licensee from Authorized Users, nor use
by the Licensee or by an Authorized User of the Licensed Materials in the
course of research funded by a commercial organization, is deemed to be
Commercial Use.
1.4.
Course Packs. A collection or compilations of materials
(for example, book chapters, journal articles) assembled by members of staff of
the Licensee for use by students in a class for the purposes of instruction.
1.5.
Documentation. The material and
information provided with the Product.
1.6.
Licensed Materials. The electronic material contained in World
Urbanization Prospects: The 2009 Revision
CD-ROM.
1.7.
Licensee. Purchaser of the licence to World Urbanization
Prospects: The 2009 Revision CD-ROM.
1.8.
Licensor. Means the United Nations.
1.9.
Product. World Urbanization Prospects: The 2009 Revision CD-ROM.
1.10.
Secure Network. A network (whether a stand-alone network or a
virtual network within the Internet) that is accessible only 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.
1.11.
Server. The
server, either the Licensee’s server or a third-party server designated by the
Licensee, on which the Licensed Materials are mounted and may be accessed.
2.
LICENCE
2.1.
Licensor hereby transfers and assigns, and Licensee
hereby accepts, all of Licensor’s right, title and interest in and to that
non-exclusive, non-revocable, royalty-free, fully paid-up licence to use the
Product in accordance with the Documentation furnished herewith.
2.2.
Licensee shall reproduce and include any copyright
notice of the Licensor and any other Documentation furnished herewith in
connection with any copies of the Product that may be made by or on behalf of
Licensee pursuant to this Licence Agreement, in the exact form it appears on
the Product and on the media.
3.
USAGE RIGHTS
3.1.
The Licensee, subject to Clause 6 below, may:
3.1.1.
Load the Licensed
Materials on the Licensee’s server on the Secure Network;
3.1.2.
Make such back-up
copies of the Licensed Materials as are reasonably necessary;
3.1.3.
Make such local
electronic copies by means of caching of all or part
of the Licensed Materials as are necessary solely to ensure efficient use by
Authorized Users;
3.1.4.
Allow Authorized
Users to have access to the Licensed Materials from the Server via the Secure
Network;
3.1.5.
Provide, or
permit the Agent to provide, Authorized Users with integrated access and an
integrated author, article title, abstract and keyword index to the Licensed
Material and all other similar material licensed from other publishers;
3.1.6.
Display, download
or print the Licensed Materials for the purpose of internal marketing or
testing or for training Authorized Users or groups of Authorized Users.
3.2.
Authorized Users may, subject to Clause 6 below:
3.2.1.
Search, view,
retrieve and display the Licensed Materials:
3.2.2.
Electronically
save parts of the Licensed Materials for personal use;
3.2.3.
Print off single
copies of parts of the Licensed Materials;
3.2.4.
Distribute single
copies of parts of the Licensed Materials in print or electronic form to other
Authorized Users. Nothing
in this Licence shall in any way exclude, modify or
affect any of the Licensee’s statutory rights under the copyright laws of the
4.
SUPPLY OF COPIES
TO OTHER INSTITUTIONS Notwithstanding the provisions of Clauses 3.1 and
3.3, it is understood and agreed that neither the Licensee nor Authorized Users
may provide, by electronic means, to a user at another institution a copy of
any part of the Licensed Materials for research or private study or otherwise.
5.
COURSE PACKS AND
ELECTRONIC RESERVE
5.1.
The Licensee may, subject to Clause 6 below,
incorporate parts of the Licensed Materials in printed Course Packs for the use
of Authorized Users in the course of instruction at the Licensee’s institution,
but not for Commercial Use. Each such
item shall carry appropriate acknowledgement of the source, listing title and
author of the extract, title and author of the work, and the publisher. Copies of such items shall be deleted by the
Licensee when they are no longer used for such purpose. Course packs in non-electronic non-print
perceptible form, such as audio or Braille, may also be offered to Authorized
Users who, in the reasonable opinion of the Licensee, are visually impaired..
6.
PROHIBITED USES
6.1.
Neither the Licensee nor Authorized Users may:
6.1.1.
Remove or alter the authors’ names or the
Publisher’s copyright notices or other means of identification or disclaimers
as they appear in the Licensed Materials;
6.1.2.
Systematically make print or electronic copies of
multiple extracts of the Licensed Materials for any purpose [other than back-up
copies permitted under Clause 3.1.2];
6.1.3.
Mount or distribute any part of the Licensed
Materials on any electronic network, including without limitation the Internet
and the World Wide Web, other than the Secure Network.
6.2.
The Publisher’s explicit written permission must be
obtained in order to:
6.2.1.
Use all or any part of the Licensed Materials for
any Commercial Use;
6.2.2.
Systematically distribute the whole or any part of
the Licensed Materials to anyone other than Authorized Users;
6.2.3.
Publish, distribute or make available the Licensed
Materials, works based on the Licensed Materials or works that combine them
with any other material, other than as permitted in this Licence;
6.2.4.
Alter, abridge, adapt or modify the Licensed
Materials, except to the extent necessary to make them perceptible on a
computer screen, or as otherwise permitted in this Licence, to Authorized
Users. For the avoidance of doubt, no
alteration of the words or their order is permitted.
7.
WARRANTY
7.1.
Licensor warrants and represents that it has the
right to transfer and assign the Licence referred to in Clause 2 hereof to
Licensee. In the event the product is or
shall become the subject of an infringement claim, Licensor shall, at its
expense and at its option, either: (i) procure for
the Licensee the right to continue to use the Product as contemplated hereunder
or (ii) replace or modify the Product or part thereof so as to make it non-infringing
or (iii) refund the purchase price paid by Licensee.
7.2.
THE WARRANTY SET
7.3.
LICENSEE AGREES THAT THE PRODUCT AND ACCOMPANYING
DOCUMENTATION ARE PROVIDED “AS IS”, AND THAT LICENSOR IS NOT RESPONSIBLE FOR
ANY INACCURACIES, ERRORS OR OMISSIONS CONTAINED IN OR RELATING TO THE PRODUCT
OR THE ACCOMPANYING DOCUMENTATION.
7.4.
IT IS UNDERSTOOD AND AGREED THAT LICENSOR’S
LIABILITY, WHETHER PURSUANT TO THIS AGREEMENT OR ANY APPLICABLE LAW, SHALL NOT,
UNDER ANY CIRCUMSTANCE EXCEED THE REFUND OF THE PURCHASE PRICE PAID BY LICENSEE
TO LICENSOR IN CONNECTION WITH THE PRODUCT AND THE ACCOMPANYING
DOCUMENTATION. MOREOVER, UNDER NO
CIRCUMSTANCE SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES. THE PRICE STATED
FOR THE PRODUCT AND THE ACCOMPANYING DOCUMENTATION SHALL BE DEEMED THE
CONSIDERATION FOR THE LIMITATION OF LICENSOR’S LIABILITY HEREUNDER. NO
PROCEEDING, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS TRANSACTION
MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE DATE OF THIS
AGREEMENT.
8.
TERMS OF LICENCE
8.1.
Licensee agrees that this Licence does not grant
Licensee any title to or ownership in the product or any component thereof
(except for the Documentation), including any confidential proprietary
information or other intellectual property relating thereto.
8.2.
Licensee agrees that neither the Product nor any
part thereof received by Licensee from Licensor under this Licence (except for
the Documentation) shall be duplicated or reproduced.
8.3.
Licensee agrees not to remove, destroy or render
illegible any proprietary markings or confidential legends placed upon or
contained within the Product.
8.4.
Licensee shall comply with all laws, ordinances,
rules and regulations relating to or in connection with this agreement and/or
the use of the Product.
8.5.
Any controversy or claim arising out of or relating
to this agreement or any breach, termination or invalidity thereof shall,
unless it is settled amicably by direct negotiations, be referred to
arbitration in accordance with the United Nations Commission on International
Trade Law (UNCITRAL) Arbitration Rules then obtaining. Such arbitration shall
be conducted under the auspices of the American Arbitration Authority (AAA),
which shall also serve as the Appointing Authority under the Rules. The place of arbitration shall be
8.6.
It is expressly understood and agreed that all of
the obligations of Licensee hereunder shall survive the expiration or sooner
termination of this agreement.
8.7.
This agreement contains the entire understanding of
the parties hereto, and neither it nor the rights and obligations hereunder may
be changed, modified or waived, except by a formal written instrument duly
signed by all of the parties hereto.
9.
PRIVILEGES AND
IMMUNITIES Nothing in or relating to this agreement or any
other document that is either annexed or referred to in this agreement shall be
deemed a waiver, express or implied, of any of the privileges and immunities of
the Licensor, including any subsidiary organs of the United Nations, all of
which are hereby expressly maintained and reserved. All such other documents shall be deemed to
contain the following provision:
“Nothing in or relating to this document shall be deemed a waiver,
express or implied, of any of the privileges and immunities of the United
Nations, including its subsidiary organs, all of which are hereby expressly maintained
and reserved.” |