READCUBE COLLABORATIVE SUITE - CORPORATE AGREEMENT
THESE TERMS GOVERN YOUR USE OF THE ‘READCUBE COLLABORATIVE SUITE’, A SERVICE PROVIDED BY LABTIVA, INC. OF 1 CANAL PARK, SUITE 1A CAMBRIDGE, MA 02141 USA. BY TICKING THE ONLINE CHECKBOX TO WHICH THESE TERMS ARE ASSOCIATED YOU AGREE TO BE BOUND BY THESE LEGALLY BINDING TERMS. PLEASE READ THESE TERMS CAREFULLY AND RETAIN A COPY FOR YOUR RECORDS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ACADEMIC INSTITUTION OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE EXPRESSION "THE CLIENT" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE READCUBE COLLABORATIVE SUITE.
This Agreement governs the use by the Client and by employees of the Client (“Users”) of the ReadCube Collaborative Suite (the “Collaborative Suite”). The Collaborative Suite provides group access to the ReadCube Pro suite of reference management tools and collaborative sharing functionality.
1. THE READCUBE COLLABORATIVE SUITE
The Client hereby purchases the number of Collaborative Suite corporate end user licenses (each a “Seat”) specified when placing the online order. Each Seat is valid for 12 months, commencing on the date upon which the account associated with the Seat is activated. The Seat enables access to the then-current features of the ReadCube Pro product (including any modifications that may be made to that product during the duration of the Seat) and also access to the “Company shared library” (a feature which enables sharing and exchange of documents amongst the licensed Users for the purposes of the Client’s business and/or research) for the duration of the Seat.
The Client shall allocate the Seats which it purchases hereunder amongst its employees (which term, for the purposes of this Agreement, also includes consultants and freelancer contractors) on a ‘one-user one-Seat’ basis as it sees fit. As Seats are granted on a ‘seat basis’ rather than a ‘named user basis’ - i.e. the accounts are not linked to individuals - the Client may pass seats from one individual to another as long as their account is active and the respective Seat remains in force and paid for, provided that at all times each Seat is only made available to one individual user.
2. FEES PAYABLE
The current price per user and year for each Collaborative Suite Seat (valid for 12 months) is the one specified when placing the online order. Additional Seats may be purchased at any time (with a minimum purchase of five (5) additional Seats); however these will be chargeable at the then-prevailing price which may be in excess of the price quoted above.
All Seats shall auto-renew for additional 12 month periods (each a “Renewal Period”) on an annual basis unless cancelled by the Client or by the Company in writing not less than thirty (30) days in advance of the date of renewal. The Company shall be entitled to increase the per-Seat price at the start of each Renewal Period upon 60 days' prior notice to the Client.
Payment of fees due hereunder shall be made by the Client within 30 days of the Client receiving a validly issued invoice from the Company. All payments shall be made in US dollars. Accounts associated with each Seat will be activated by the Company upon receipt of payment. The date of account activation is the date upon which the 12-month Seat shall be deemed to commence.
Any sums payable under this Agreement are exclusive of sales tax (or similar tax) and shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If a party is required by law to make any deduction or to withhold an amount in respect of tax from any sum payable to the other party then that payment may be made net of the required withholding or deduction. If a party is required by law to make a deduction or withholding, that party shall promptly provide to the other party a statement in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid. Except for the obligation to account for any withholding tax to the relevant tax authority, neither party is liable for any taxes levied on the other party.
In the event of a conflict between the wording of this Agreement and the documents referenced above, the terms of this Agreement shall prevail.
4. INTELLECTUAL PROPERTY
Nothing in this Agreement operates to transfer ownership of any intellectual property. Without limiting the generality of the foregoing, all intellectual property subsisting in the Collaborative Suite (excluding any Content as defined below) including any improvements, modifications or developments, shall, as between the parties, belong exclusively to the Company.
“Content” means any content belonging to the Client or to a third party which licensed Users may access or share using any part of the Collaborative Suite. The Company does not claim any ownership of Content. The Company shall have no responsibility for how Users acquire, use or modify the Content. As between the parties, all responsibility for the Content (including without limitation all responsibility for obtaining any necessary third party licences or consents to enable the Content to be used in the Collaborative Suite) rests solely with the Client.
The Client 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; (ii) interfere or attempt to interfere with the proper working of the Collaborative Suite or any activities conducted on the Collaborative Suite or any other person’s or entity’s use of the Collaborative Suite; (iii) bypass any measures Company may use to prevent or restrict access to the Collaborative Suite (or other accounts, computer systems or networks connected to the Collaborative Suite); (iv) run any form of auto-responder or “spam” on the Collaborative Suite; (v) attempt to gain unauthorized access to any portion or feature of the Collaborative Suite or any other systems or networks connected to the Collaborative Suite; or (vi) use manual or automated software, devices, or other processes to “crawl” or “spider” any Content available on or through the Collaborative Suite.
The Collaborative Suite and the software and systems underpinning it are protected by copyright pursuant to U.S. copyright laws, international conventions, and other copyright laws. The Client shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Collaborative Suite, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Collaborative Suite, (iii) reproduce or circumvent the navigational structure or presentation of the Collaborative Suite; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that the Client receives hereunder. Both parties shall abide by all applicable local, state, national and international laws and regulations.
The Company shall not use the Client’s name, trademarks, logos or branding in any press releases or other marketing materials without the prior consent of the Client.
Either party may terminate this Agreement by giving notice in writing to the other party if:
(a) the other party commits an incurable material breach of this agreement or, in case of curable material breach, fails to cure said breach within thirty (30) days being notified in writing of said breach; or
(b) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
This Agreement shall (unless otherwise validly terminated) continue for as long as any Seats purchased hereunder remain in effect. Upon expiry or termination of this Agreement for any reason:
(i) the accrued rights of the parties as at termination or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced; and
(ii) all licenses granted under this Agreement (including any Seats then active) shall terminate.
6. WARRANTY DISCLAIMER
The Client acknowledges that Company has no control over, and no duty to take any action regarding: which Users gain access to the Collaborative Suite; what Content Users access via the Collaborative Suite; what effects the Content may have on Users; how the Client or its Users may interpret or use the Content; or what actions the Client or its Users may take as a result of having been exposed to the Content. The Client hereby releases the Company from all liability for the foregoing. Company makes no representations concerning any Content contained in or accessed through the Collaborative Suite, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Collaborative Suite.
THE COLLABORATIVE SUITE SERVICE IS PROVIDED "AS IS" 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 AND PARTNERS, DO NOT WARRANT THAT: (A) THE COLLABORATIVE SUITE SERVICE WILL BE AVAILABLE UNINTERRUPTED; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE COLLABORATIVE SUITE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;; PROVIDED HOWEVER THAT NOTWITHSTANDING SUBSECTIONS (B) AND (C) ABOVE, THE COMPANY SHALL USE REASONABLE COMMERCIAL EFFORTS TO CORRECT DEFECTS AND ERRORS AND TO PREVENT AND/OR ELIMINATE VIRUSES AND/OR OTHER HARMFUL COMPONENTS.
The Company shall indemnify and hold harmless the Client against any all direct damage, loss, liability or other costs that the Client may sustain or incur directly as a result of any allegation by a third party that the Client or any of the Client’s Users’ use of the Collaborative Suite in accordance with this Agreement constitutes an infringement of any third party’s intellectual property rights, save whether the claim arises due to the Content itself (for the avoidance of doubt, the Company shall be under no obligation to indemnify the Client in the event of an allegation that the Client’s use of the Content constitutes an infringement of any third party’s intellectual property rights or is otherwise unlawful).
The Client shall indemnify and hold harmless the Client against any all direct damage, loss, liability or other costs that you may sustain or incur directly as a result of any allegation by a third party that any item of Content associated with the Client and its Users’ use of the Collaborative Suite constitutes an infringement of any third party’s intellectual property rights or is otherwise unlawful.
The indemnities set out above are conditional upon the party seeking indemnification giving prompt notice to the other party of the matters in respect of which indemnification is sought, and not entering into any settlement, compromise or waiver in respect of such matters without the consent of the party from whom the indemnification is sought.
8. LIMITATION OF LIABILITY
EXCLUDUING THE INDEMNIFICATION OBLIGATIONS SET OUT AT CLAUSE 7 ABOVE, IN NO EVENT SHALL EITHER PARTY, ITS SUPPLIERS OR LICENSORS, INTEGRATORS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO 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 THE FEES PAID OR PAYABLE BY THE CLIENT DURING THE 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 THE PARTY’S REASONABLE CONTROL.
THE ABOVE LIMITATION OF LIABILITY SHALL NOT APPLY TO ACTS OF FRAUD NOR TO ANY MATTERS WHERE SUCH AN EXCLUSION OF LIABILITY WOULD BE UNLAWFUL.
9. SEVERABILITY ETC.
This Agreement comprises the entire agreement between the Parties with respect to the use of the Collaborative Suite, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Client and Company with respect to the same. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Company shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Company’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). This Agreement may not be assigned by either party without the other party’s consent (such consent not to be unreasonably withheld). No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Each party shall comply at all times with any applicable data protection laws in performing this Agreement, and the parties shall work together as necessary to ensure mutual compliance. To the extent that the Client and/or the Content is subject to any export control laws, the Client shall be solely responsible for compliance with the same.
Each party shall keep strictly confidential any confidential information pertaining to the business or affairs of the other party which comes into the receiving party’s possession as a consequence of the performance of this Agreement (save where disclosure is required pursuant to law, judicial order or similar), and shall not use such confidential information except for the purpose of exercising or performing its rights and obligations under this Agreement. Notwithstanding the foregoing, each party may disclose the other party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this agreement. This clause shall survive termination or expiry of this Agreement for a period of 18 months.
12. GOVERNING LAW AND DISPUTE RESOLUTION