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Reprints, ePrints and Permission Services Terms and Conditions

SERVICES AGREEMENT FOR DOCUMENT REPRINT, E-PRINT and PERMISSION SERVICES

This Services Agreement for Document Reprint, E-Print and Permissions (“Services Agreement”), together with any Statement(s) of Work (as defined below) between the parties, is entered into by and between Copyright Clearance Center, Inc., a New York not-for-profit corporation, located at 222 Rosewood Drive, Danvers, Massachusetts 01923, U.S.A. (“CCC”), and the party who places an order through the Services (defined below) with CCC (“Customer”), effective as of the date of CCC sending an order confirmation, together with an attached Statement of Work, to the Customer (the “Effective Date”).

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.

  1. Provision of Services; Statements of Work

1.1 CCC shall provide the Services as set forth in one or more order confirmations, each of which has been confirmed by the Customer in writing to CCC (email acceptable) and finalized in an attached Statement of Work, which constitutes Customer’s placement of such order under this Services Agreement. In the event of any conflict between the general terms of this Services Agreement and any Statement of Work, the terms of the Statement of Work shall prevail solely with respect to the Services described in such Statement of Work.

1.2 Each Statement of Work shall specify the Services to be performed thereunder, including without limitation, information for the relevant copyrighted work(s) (e.g., title, rightsholder, page ranges, etc.), whether reprints, e-prints or works requiring permission (collectively, “Works”), and any terms and conditions which apply to the specific order. CCC shall perform the Services in accordance with the guidelines, timelines and other specifications set forth in the applicable Statement of Work.

1.3 Each Statement of Work shall identify a primary contact person for the Customer and CCC. The primary contact persons shall work together in order to identify Customer’s needs, facilitate communications, resolve any issues and otherwise coordinate matters between Customer and CCC with respect to the Services to be provided under such Statement of Work.

1.4 The parties acknowledge that certain Works or permissions sought by Customer under a Statement of Work may not be available. Consequently, it may not be possible for CCC to acquire all the Works or permissions specified under a Statement of Work within the timelines specified therein, or, in some cases, at all. In the event Works or permissions are unavailable or delayed in accordance with this Section 1.4, CCC shall not be held liable for such delay or unavailability.

1.5 Customer acknowledges that CCC conducts other services (“Other CCC Services”) in which CCC acts as an agent on behalf of rightsholders of copyrighted content and agrees that, in the provision of the Services on behalf of Customer under this Services Agreement, CCC may, where appropriate, clear certain rights through Other CCC Services upon the standard pricing and other terms for such Other CCC Services.

1.6 Customer shall be solely responsible (and CCC shall have no responsibility) for: (a) the description of all Works, citations and any related rights, as applicable, specified in a Statement of Work for the Services and any related permission requests, as applicable; (b) the adequacy of the deliverables, including without limitation any rights granted by the rightsholder thereof, if acquired, for Customer’s intended uses; (c) any and all terms and conditions specified by Customer with respect to any applicable permissions or product/service requested; (d) any and all terms and conditions on the use of any rights granted by the rightsholder thereof (whether specified by Customer or the rightsholder); and (e) the compliance by Customer, its Affiliates (as defined below), officers, directors, employees and agents with the terms of use  (including, without limitation any payment obligations) related to any content and/or grant of rights obtained by CCC on behalf of Customer, as applicable, pursuant to the Statement of Work. In no event shall CCC be responsible for (A) Customer’s reproduction of Works that falls outside of the purpose for which it was given; (B) Customer’s failure to include an appropriate citation acknowledging the original source of the material; and (C) failures or delays in Services resulting from the failure or delay of Customer to provide any information or approval which is reasonably necessary to the performance of such Services, or (D) the unavailability of Works or permissions specified in a Statement of Work, provided that CCC has used commercially reasonable efforts to obtain such Works or permissions.

  1. Third Party Intellectual Property

For any order that involves a grant of rights, the resulting licenses to third party content are granted by the rightsholder identified on the Statement of Work (the “Rightsholder”) to the Customer and are for the use(s) of the Work described in the relevant Statement of Work. All rights in such Works remain the sole and exclusive property of the Rightsholder. The license created by the exchange of a Statement of Work and payment by the Customer of the full amount set forth on such Statement of Work and/or any invoice presented to the Customer includes only those rights expressly set forth in the Statement of Work, and conveys no other rights in the Work(s) to Customer. While Customer may exercise the rights licensed immediately upon issuance of the Statement of Work, 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 Customer 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(s). Unless otherwise provided in the Statement of Work, any grant of rights to Customer (i) is “one-time,” (ii) is non-exclusive and non-transferable, and (iii) is limited to any maximum distribution number specified in any order confirmation and/or the Statement of Work. All rights not expressly granted are reserved by the Rightsholder; any license granted is further limited as set forth in any restrictions included in the Statement of Work.

  1. Intellectual Property Related to the Services

3.1 As between the parties, CCC shall retain all rights to any intellectual property used by CCC in (or created by CCC as a result of) the provision of the Services, as well as all rights in any software or information provided by CCC to Customer as part of the operation of the Services. For purposes of this provision, such CCC intellectual property may include software belonging to licensors to CCC. No license to CCC’s intellectual property is created by this Services Agreement. For clarity, the applicable third party rightsholders shall retain all rights in the Works.

3.2 CCC shall have the right to collect and retain data that it obtains from operation of the Services for Customer and aggregate these data with similar information that it obtains from operation of the Services for other customers of CCC. Such information may be used by CCC for internal business purposes and otherwise in support of the growth and improvement of the Service, provided that CCC shall not share any specific Customer information with any third party other than as reasonably necessary to provide the Services authorized under the relevant Statement of Work.

  1. Payments and Other Financial Terms

4.1 Customer agrees to pay such service fees and other amounts as are set forth in any Statement of Work. Except as otherwise specifically provided, all amounts shall be due within thirty (30) days of the date of the relevant invoice. All fees paid hereunder are non-refundable, except as may be specified in a Statement of Work in connection with the Services provided under that particular Statement of Work. Unless otherwise provided in a Statement of Work, fees do not include, and Customer shall be responsible for the payment of, CCC’s reasonable out-of-pocket travel and other expenses actually incurred which are directly related to the performance of the Services, and such fees shall be invoiced as incurred, on a monthly basis. Any payment of undisputed payments not made when due shall be subject to a finance charge of one and one half percent (1.5%) or, if lesser, the maximum amount permitted by law, for each month or part of a month that payment remains overdue. If any undisputed invoice remains unpaid more than forty-five (45) days past the applicable due date, then CCC shall have the right to suspend the Services or terminate this Services Agreement upon written notice to Customer. If CCC suspends the Services in accordance with this Section, CCC may require a deposit prior to reinstating the Services.

4.2 Unless expressly set forth in a separate writing, Customer shall be responsible and pay for any and all taxes, duties, levies and charges imposed by any governmental or tax authorities in connection with this Services Agreement. Without limiting the foregoing, Customer shall pay to CCC any sales, value-added or similar taxes in connection with any purchases if and as reflected in CCC’s invoices for the same. Customer agrees to cooperate with CCC to obtain all relevant tax forms which are reasonably necessary to withhold the minimum amount of taxes in accordance with applicable tax rates.

  1. Warranties and Indemnities

5.1 Customer represents and warrants that Customer has the rights necessary to enter into this Services Agreement and to perform its obligations hereunder. Customer indemnifies and agrees to defend and hold harmless CCC and its employees, officers, directors and agents (the “CCC Parties”) from any liability to which they may become subject arising out of or in connection with (a) a breach of the foregoing representations and warranties, (b) any activity of CCC on behalf of Customer which is authorized hereunder (except to the extent due to the gross negligence or willful misconduct of a CCC Party), (c) any matter for which Customer has sole responsibility under Paragraph 1.6 above, (d) any actual or alleged infringement or other violation of third party rights by Customer, or (e) any gross negligence or willful misconduct of Customer or any employees, officers, directors or agents of Customer (the “Customer Parties”).

5.2 CCC warrants that it is authorized to conduct the Services and will perform such Services in a professional and workmanlike manner, subject to Paragraph 1.6. The Work(s) and/or rights are provided “as is.” For any order that involves a grant of rights, the rightsholder(s) has granted CCC the right to grant permission under the Services outlined in the applicable Statement of Work, and the rightsholder has warranted that it has all rights necessary to authorize CCC to act on its behalf. CCC indemnifies and agrees to defend and hold harmless the Customer from any liability to which they may become subject arising out of or in connection with (a) any breach of the foregoing warranties or (b) any gross negligence or willful misconduct of CCC.

5.3 Each indemnified party agrees (a) to promptly notify the indemnifying party, (b) to tender to the indemnifying party the defense, and (c) to reasonably cooperate in the defense, of any claim for which it is indemnified hereunder.

5.4 (a) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5, EACH PARTY MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. 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.

  1. Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, punitive, consequential or special damages arising out of use of the Services, regardless of the theory of loss or damage and regardless of any notice of the possibility of such loss or damage. In any event, CCC’s liability is limited to the amount payable by Customer to CCC under the Statement of Work for the specific Services which gave rise to the applicable losses or damages.

  1. Confidentiality; Publicity

7.1 The parties agree that the terms of this Services Agreement, the pricing and related provisions contained in any Statement of Work, as well as any business information provided by either party to the other, are confidential, and shall not be disclosed to any third party without the consent of the other party hereto. Except as supplemented by the immediately preceding sentence, this Services Agreement shall have no effect on any confidentiality agreement, however titled, entered into by the parties either before or after the date hereof.

7.2 Customer hereby consents to inclusion of its name in lists of CCC’s customers of the Service.

  1. Term and Termination

The term of the use authorized by the license in the Statement of Work will be specified in that Statement of Work (the “Term”). Upon completion of the Term, Customer 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 and still in Customer’s stock at the end of such period). The termination of or completion of Services specified in a particular Statement of Work shall not terminate this Services Agreement. Any failure by Customer to pay any amount when due, or any use by Customer of Work beyond the scope set forth in a Statement of Work, shall be a material breach of any license created by such Statement of Work and this Services Agreement. Any breach not cured within 10 days of notice thereof shall result in immediate termination of such license and this Services Agreement without further notice.

  1. Relationship of Parties

CCC is an independent contractor under this Services Agreement and shall not be considered an agent, servant, or partner of Customer hereunder. Customer and CCC acknowledge that there may be other agreements or arrangements between them in which their roles, rights and responsibilities are different.

  1. Assignment of Services Agreement

This Services Agreement shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any complete (but not partial) assignment hereof may be made to any Affiliate of a party upon written notice to the other party and may be made to any other person only upon the written approval of the other party, which written approval will not be unreasonably withheld or delayed. For the purpose of this Services Agreement, “Affiliate” shall mean any entity that controls, is controlled by, or is under common control with the Customer, where “control” means ownership of at least 50% of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.

  1. Amendments; Notices

This Services Agreement may not be modified or amended except by documents signed by the parties identified on the applicable Statement of Work. Notices of termination, breach or any other claim under this Services Agreement (other than routine, in-the-course-of-business communications) will be effective immediately upon delivery by hand or confirmed fax, or on the fifth business day after mailing, but only if addressed as set forth in and to the attention of the “Key Personnel” identified in the applicable Statement of Work.

  1. Choice of Law; Arbitration

This Services Agreement shall be interpreted, construed, governed and enforced in accordance with the laws of the State of New York, without giving effect to any conflicts of law provisions, and any claims or disputes arising out of or relating to this Services Agreement shall be resolved by binding arbitration to be held in New York City in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.