Thesaurus Linguae Graecae®
Workstation License Agreement
This License Agreement is between the Thesaurus Linguae Graecae® (TLG®), hereinafter called "TLG," a unit of the University of California acting on behalf of The Regents of the University of California, a non-profit academic institution, and the TLG recipient whose name, address, and authorized signature are recorded at the end of this document, hereinafter called "Licensee."
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
I. Content of Licensed Materials; Grant of License
The materials that are the subject of this Agreement shall consist of electronic information published by the TLG (hereinafter referred to as the "Licensed Materials"). These materials were created at substantial cost by the TLG and intended for non-commercial scholarly use by universities and scholars. Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks and service marks relating thereto remain with TLG. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. In consideration of the payment to TLG by Licensee of the License fee specified in this agreement, the TLG hereby grants to Licensee a non-exclusive, non-transferable, and revocable License to make permitted use of the Licensed Materials and to provide the Licensed Materials to Authorized Users subject to the provisions of this Agreement.
II. Delivery and Access of Licensed Materials to Licensee
Licensor will provide the Licensed Materials to the Licensee in the following manner:
Network Access: The Licensed Materials will be stored at one or more TLG locations in digital form accessible by telecommunications links between such locations and the specified Internet Protocol address(es) (hereafter "IP addresses") provided by Licensee to TLG. Under this Agreement access to TLG Materials through a modem, proxy or other remote access device is not allowed.
Access will be granted to a limited number of IP addresses as specified in this license, representing a single campus or institutional site. This agreement does not permit access of TLG materials from more than one campus or site or facilities that are physically separated from the main campus of the institution, even if such facilities are administratively part of the institution. This agreement does not permit access from multiple campuses that are members of the same institutional system, or sharing of this resource among regional consortiums.
If the TLG at any time determines that the range of IP addresses provided by the Licensee represents more than one site, it may terminate this agreement immediately by notice to the institution within seven (7) working days from date of receipt of written notice.
During the terms of this License and the subscription paid for by Licensee, TLG may provide upgrades, either adding materials or making other enhancements at no additional cost to the Licensee.
IV. Authorized Use of Licensed Materials
"Authorized Users" are: Persons Affiliated with the Licensee; full and part-time employees (including faculty, researchers, and staff) and students of Licensee and the institution of which it is part; and patrons not affiliated with Licensee who are physically present at Licensee's site and have Licensee's permission to use its resources.
Licensee and its Authorized Users shall be identified and authenticated by the use of IP addresses provided by Licensee to TLG. Licensee and Authorized Users will make use of the Licensed Materials as is consistent with the Fair Use Provision of United States and International copyright laws. Licensee may provide electronic links to the Licensed Materials from Licensee's web page(s). Licensee agrees to make changes in the appearance of such links and/or in statements accompanying such links as reasonably requested by TLG.
V. Limitations on Use
The Licensee is entitled to non-exclusive use of the Licensed Materials covered by this License subject to the following limitations, and the rights of the Licensee are only those set forth, TLG and the Regents of the University of California reserving to themselves all other rights of every kind:
"Permitted use" shall include all processing, investigation, and analysis of Licensed Materials, provided such processing is not undertaken for purposes of producing a commercially published document which includes extensive portions of the Licensed Materials or which reproduces all or part of the Licensed Materials in a form differing from the original form primarily as a result of mechanical, electronic, or other manipulation. Examples of permitted use are the following: searches for words and phrases; statistical analysis; the production of indices and concordances when such indices and concordances are intended for use as intermediate tools by the scholar or scholarly team engaged in research into the data and are not intended for wider distribution; and all other text processing and text manipulation activities which are clearly identifiable as scholarly research. Examples of uses which are not permitted are the publication of a Greek text from materials supplied by TLG if such text does not reflect the addition of significant value by the editor, the downloading and reformatting of the texts for redistribution, or the production of scholarly tools which consist primarily of a mechanical, electronic or other similar rearrangement of text and are intended for commercial publication and distribution.
Licensee and Authorized Users shall not be restricted from publishing the results of scholarly investigation and analysis of Licensed Materials. In any publication arising from the use of materials provided under the terms of this agreement, the author(s) shall acknowledge the Thesaurus Linguae Graecae as the source of the materials which assisted Licensee's investigations and shall indicate that such material is copyrighted by TLG and the Regents of the University of California.
Licensee may not use or permit the use of TLG materials by any form of remote or telecommunications access other than that provided by the TLG and its own servers.
Subject to the terms of this agreement, Licensee and its Authorized Users shall have unlimited online access to the Licensed Materials through the TLG owned and operated servers.
Licensee may not under any circumstances download, print and/or distribute TLG materials.
Licensee may not make back-up or archival copies of the Licensed Materials.
Licensee may not allow the use of robots, spiders, or intelligent agents to access, search and/or systematically download any portion of the Licensed Materials.
VI. Specific Restrictions on Use of Licensed Materials
A. Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials.
B. Licensee shall not modify, manipulate, or create a derivative work of the Licensed Materials without the prior written permission of TLG.
C. Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials, fee-for-service use of the Licensed Materials, or bulk reproduction or distribution of the Licensed Materials in any form.
All prohibitions and restrictions upon the use of Licensed Materials enunciated in this agreement apply equally to reformatted versions of the Licensed Materials whose data format has been modified to permit analysis on other data processing systems, and such restrictions and prohibitions apply to the Licensed Materials regardless.
VII. Mutual Performance Obligations
Licensee and TLG 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. Information relating to the identity of specific users and/or uses, shall not be provided to any third party. Licensee and TLG shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement. The parties shall maintain the confidentiality of such data to the same degree of care as the receiving party uses with its own information of like kind except to the extent the data becomes public knowledge through no fault of the recipient party and except to the extent data is disclosed under the California Public Records Act or other applicable law.
VIII. Licensor Performance Obligations
Upon receipt of the agreed upon fee and authentication information, TLG shall make the Licensed Materials available to the Licensee and Authorized Users within a reasonable period of time not to exceed 15 days. TLG shall provide and maintain help files and other appropriate user documentation. TLG will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. However, in no case shall a reasonable level of support exceed ten (10) hours in a month. TLG will make its personnel available by e-mail, phone or fax during regular business hours for feedback, problem-solving, or general questions. TLG shall use reasonable efforts to ensure that its 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. TLG shall use reasonable efforts to provide continuous service seven days a week with an average of 97% up-time per month. The 3% down-time includes periodic unavailability due to maintenance of the servers, 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 TLG, including but not limited to public or private telecommunications services or internet nodes and facilities.
IX. Licensee Performance Obligations
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 this Agreement.
Licensee shall make reasonable efforts to provide Authorized Users with notice of any applicable Intellectual Property or other rights applicable to Licensed Materials. Licensee shall make reasonable efforts to prevent the infringement of any Intellectual Property or other rights of the TLG in the Licensed Materials. Licensee shall promptly notify TLG of any infringement that comes to Licensee's attention, and take appropriate steps to avoid its recurrence. Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement. In the event of any unauthorized use of the Licensed Materials by an Authorized User, TLG at its option may terminate access to the IP addresses from which such use occurred.
This agreement shall be renewable at the end of the term specified on this contract unless either party gives written notice of its intention not to renew thirty (30) days before expiration of the current term. The Licensee has the right to terminate its subscription at any time by notifying the TLG in writing. In the event of early termination of the agreement by the Licensee, on-line access to the Licensed Materials shall be terminated by TLG within seven (7) working days from the date of receipt of written notice. Licensee shall be entitled to a refund of any fees or pro-rate portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination. In the event that the TLG believes that the Licensee has breached any obligations under this Agreement, the TLG shall so notify the breaching party in writing. The Licensee shall have ten (10) days to notify the TLG in writing that cure has been effected. If the breach is not cured within 10 days, the TLG shall have the right at its option to terminate the Agreement.
XI. Disclaimer of Warranties
TLG HAS USED ITS BEST EFFORTS TO PREPARE THE MATERIALS IN A STANDARD USABLE FORMAT. LICENSEE ACCEPTS THIS LICENSE WITH THE UNDERSTANDING THAT DUE TO THE LOW COST OF THE SUBSCRIPTION VERSUS THE INITIAL COST OF PREPARING THE MATERIALS, THERE IS NO WARRANTY OF ANY KIND EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH. THE TLG MATERIAL IS BEING LICENSED AND PROVIDED TO LICENSEE "AS IS". MORE SPECIFICALLY, TLG DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE TLG MATERIAL OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT TLG KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.
TLG MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB OR ANY OTHER COMPUTER PROGRAM. TLG FURTHER DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS, OR TO ANY THIRD PARTY.
TLG HAS MADE ALL REASONABLE EFFORTS TO OBTAIN CONSENT AND PERMISSION, WHEN PERTINENT, FROM COPYRIGHT HOLDERS OF PRINTED TEXTS AND THUS BELIEVES THAT USE OF THE TLG MATERIALS DOES NOT CONSTITUTE AN INFRINGEMENT UPON THE COPYRIGHT OF ANY THIRD PARTY. IN THE EVENT THAT A CLAIM SHOULD BE FILED FOR COPYRIGHT INFRINGEMENT AGAINST LICENSEE, LICENSEE SHALL NOTIFY TLG.
XII. Limitation Of Liability
TLG shall not be liable to Licensee for any incidental, consequential, indirect, special, general, punitive, or any other damages resulting or arising directly or indirectly from or in connection with the License granted under this agreement. The forgoing applies regardless of whether the claim or damages result or arise under breach of contract, tort, or any other legal theory. XIII. Indemnities Except to the extent prohibited by law, Licensee agrees to indemnify, defend, and hold harmless TLG, The Regents of the University of California, its campuses, laboratories, faculty, students, successors, agents, officers, and employees, either in their individual capacities or by reason of their relationship to TLG, with respect to any expense, claim, liability, loss or damages including any incidental or consequential damage either direct or indirect, whether alleged, incurred, made or suffered by Licensee or any third party, in connection with, or in any way arising out of the use or disposition of the TLG Material by Licensee, but only in proportion to and to the extent such expense, claim, liability loss or damages are caused by or result from the negligent or intentional acts or omissions of Licensee, its officers, agents or employees.
XIV. Assignment and Transfer
The Licensee may not assign, directly or indirectly, all or part of its rights or obligations under this Agreement to another party.
XV. Governing Law
This agreement shall be interpreted and construed according to, and governed by, the laws of California, excluding any such laws that might direct the application of the laws of another jurisdiction. The courts in California shall have jurisdiction to hear any dispute under this Agreement. This agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter thereof, whether oral or written. The TLG objects beforehand in any additional, inconsistent, or contradictory terms or conditions in documents supplied by the Licensee subsequent to this agreement.
XVI. Notice All notices under this agreement shall be sent to the address below the party's signature.