Overview of Services
CCC provides document reprint, e-print and copyright permissions services (the “Services”), and by placing an order with CCC through Statements of Work, Customer agrees to receive the Services from CCC and CCC agrees to provide the same on the terms outlined herein.
- Description of Services.
Licenses are granted by Copyright Clearance Center, Inc. (“CCC”), as agent for the rightsholder identified on the Order Confirmation (the “Rightsholder”) to the other party thereto (“User”), and are for the use(s) of a copyrighted work (the “Work”) described on the relevant Order Confirmation (the “Authorized Use”). CCC provides this license through its pay-per-use services. User shall be deemed to have accepted and agreed to all of these terms and conditions if User makes any use of the Work in any fashion.
- Scope of License; Limitations and Obligations.
All Works and all rights therein, including copyright rights, remain the sole and exclusive property of the Rightsholder. The license created by the exchange of an Order Confirmation (and/or any invoice) and payment by User of the full amount set forth on that document includes only those rights expressly set forth in the Order Confirmation and in these terms and conditions, and conveys no other rights in the Work(s) to User. While User may exercise the rights licensed immediately upon issuance of the Order Confirmation, the license is automatically revoked and is null and void, as if it had never been issued, if complete payment for the license is not received on a timely basis either from User directly or through a payment agent, such as a credit card company. In the event that the material for which a license is sought includes third party materials (such as photographs, illustrations, graphs and similar materials) which are identified as included in a Work by permission, such third-party materials may not be reproduced except in the context of the Work. Unless otherwise provided in the Order Confirmation, any grant of rights to User (i) is “one-time”, (ii) is non-exclusive and non-transferable, and (iii) is limited to any maximum distribution number specified in the Order Confirmation. The Authorized Use granted by the license in the Order Confirmation must be completed within one year of the date of the Order Confirmation, or as otherwise specified in the Order Confirmation. Upon completion of the licensed use, or at the end of the period identified in the previous sentence (if earlier), User shall immediately cease any new use of the Work(s) and shall destroy any further copies of the Work (except for copies printed on paper in accordance with this license and still in User’s stock at the end of such period). All rights not expressly granted are reserved; any license granted is further limited as set forth in any restrictions included in the Order Confirmation and/or in these terms and conditions.
- Limitation on Grant of Rights.
Except as expressly granted by the license in the Order Confirmation, User may not make or permit any translations, derivative works based on the Work, or alterations to the Work; provided, however, that a Work consisting of photographs or other still images not embedded in text may, if necessary, be resized, reformatted or have its resolution modified without additional express permission, and a Work consisting of audiovisual content may, if necessary, be “clipped” or reformatted for purposes of time or content management or ease of delivery (provided that any such resizing, reformatting, resolution modification or clipping does not alter the underlying editorial content or meaning of the Work used and that the resulting resized, reformatted or clipped material is used solely within the scope of, and in a manner consistent with, the particular authorization described in the Order Confirmation and these terms and conditions). No Work may be used in any way that is defamatory, violates the rights of third parties (including such third parties’ rights of copyright, privacy, publicity, or other tangible or intangible property), or is otherwise illegal, sexually explicit or obscene. In addition, User may not conjoin a Work with any other material that may result in damage to the reputation of the Rightsholder.
- Copyright Notice.
Use of proper copyright notice for a Work is required as a condition of any license granted hereunder. Unless otherwise provided in the Order Confirmation, a proper copyright notice will read substantially as follows: “Used [or, as appropriate, “Reproduced” or “Republished”] with permission of [Rightsholder’s name], from [Work’s title, author, volume, edition number and year of copyright]; permission conveyed through Copyright Clearance Center, Inc.” Such notice must be placed immediately adjacent to the Work as used (for example, as part of a by-line or footnote but not as a separate electronic link), in a reasonably legible font size. Failure to include the required notice results in loss to the Rightsholder and CCC, and User hereby agrees to pay liquidated damages for each such failure equal to twice the use fee specified in the Order Confirmation, in addition to the use fee itself and any other fees and charges specified.
- Duty to Inform.
User agrees to inform CCC if it becomes aware of any infringement of any rights in a Work and to cooperate with any reasonable request of CCC or the Rightsholder in connection therewith.
Any failure by User to pay any amount when due, or any use by User of a Work beyond the scope of the license set forth in the Order Confirmation and/or these terms and conditions, shall be a material breach of the license created by the Order Confirmation and these terms and conditions. Any breach not cured within 10 days of notice thereof shall result in immediate termination of such license without further notice. Invoices are due and payable upon receipt. Any unauthorized use that is not terminated immediately for any reason (including, for example, because materials containing the Work cannot reasonably be recalled) will be subject to all remedies available at law or in equity, but in any event to a payment of not less than three times the Rightsholder’s ordinary license price for the most closely analogous licensable use plus Rightsholder’s and/or CCC’s costs and expenses incurred in collecting such payment.
User hereby indemnifies and agrees to defend the Rightsholder and CCC, and their respective employees and directors, against all claims, liability, damages, costs and expenses, including legal fees and expenses, arising out of any use of a Work beyond the scope of the rights granted herein, or any use of a Work which has been altered in any unauthorized way by User, including claims of defamation or infringement of rights of copyright, publicity, privacy or other tangible or intangible property.
- LIMITATION OF LIABILITY.
(a) UNDER NO CIRCUMSTANCES WILL CCC OR THE RIGHTSHOLDER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION, OR FOR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE A WORK, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) In any event, the total liability of the Rightsholder and CCC (including their respective employees and directors) shall not exceed the total amount actually paid by User for this license. User assumes full liability for the actions and omissions of its principals, employees, agents, affiliates, successors and assigns.
- WARRANTIES; DISCLAIMER.
(a) THE WORK(S) AND RIGHT(S) ARE PROVIDED “AS IS”. THE RIGHTSHOLDER(S) HAS GRANTED CCC THE RIGHT TO GRANT PERMISSION UNDER THESE PAY-PER-USE SERVICES, AND HAS WARRANTED THAT IT HAS ALL RIGHTS NECESSARY TO AUTHORIZE CCC TO ACT ON ITS BEHALF. CCC AND THE RIGHTSHOLDER DISCLAIM ALL OTHER WARRANTIES RELATING TO THE WORK(S) AND RIGHT(S), EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ADDITIONAL RIGHTS MAY BE REQUIRED TO USE PORTIONS OF THE WORK (AS OPPOSED TO THE ENTIRE WORK) IN A MANNER CONTEMPLATED BY USER; USER UNDERSTANDS AND AGREES THAT NEITHER CCC NOR THE RIGHTSHOLDER MAY HAVE SUCH ADDITIONAL RIGHTS TO GRANT.
(b) USER ACKNOWLEDGES THAT THE RIGHTS GRANTED HEREUNDER OR UNDER ANY ORDER CONFIRMATION DO NOT INCLUDE ANY MODEL, PROPERTY OR OTHER RELEASES WHICH MAY BE NECESSARY FOR CERTAIN USES OF WORKS CONSISTING OF OR CONTAINING PHOTOGRAPHS, OTHER STILL IMAGES OR AUDIOVISUAL CONTENT. User acknowledges that additional rights or releases may be necessary for certain uses of materials which include depictions of persons, property or trademarks and that User (and not CCC or any Rightsholder) is solely responsible for obtaining any such required right or release.
- License is Non-Transferable.
The licensing transaction described in the Order Confirmation is personal to User. Therefore, User may not assign or transfer to any other person (whether a natural person or an organization of any kind) the license created by the Order Confirmation and these terms and conditions or any rights granted hereunder, subject to the following exception. The exception: in cases where a person is specifically engaged by a second person to provide reproductions of Works to (and/or to obtain licenses on behalf of) the second person and EITHER (i) the first person expressly notifies the second person of its obligation not to redistribute or otherwise use the material without authorization, OR (ii) the second person is identified in the Order Confirmation as the publisher of the material to include the Work licensed under this service, then the license may be transferred to the second person and both the first person and the second person shall be jointly deemed to be the “User” under the Order Confirmation and these terms and conditions for that transaction. An organizational User and its principals, employees, agents and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in a writing other than a standard User or CCC form and signed by the parties.
- Objection to Contrary Terms.
The Rightsholder and CCC hereby object to any terms contained in any writing prepared by the User or its principals, employees, agents or affiliates and purporting to govern or otherwise relate to the licensing transaction described in the Order Confirmation, which terms are in any way inconsistent with any terms set forth in the Order Confirmation and/or in these terms and conditions or CCC’s standard operating procedures, whether such writing is prepared prior to, simultaneously with or subsequent to the Order Confirmation, and whether such writing appears on a copy of the Order Confirmation or in a separate instrument.
- Governing Law and Jurisdiction.
The licensing transaction described in the Order Confirmation document shall be governed by and construed under the law of the State of New York, USA, without regard to its conflicts of law provisions. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to such licensing transaction shall be brought, at CCC’s sole discretion, in any federal or state court located in the County of New York, State of New York, USA, or in any federal or state court whose geographical jurisdiction covers the location of the Rightsholder set forth in the Order Confirmation. The parties expressly submit to the personal jurisdiction and venue of each such federal or state court.
If you have any comments or questions about this pay-per-use service or Copyright Clearance Center, please contact us at 978-750-8400 or send an e-mail to email@example.com.