LICENSE TERMS AND CONDITIONS

LICENSE TERMS AND CONDITIONS

Foreign Affairs Electronic Access

THIS AGREEMENT is made and entered into on DATE between Foreign Affairs (hereinafter “The Magazine”), with principal place of business at 58 E. 68th Street, New York, NY 10065, and [INSTITUTION] (hereinafter “The Subscriber”), with principal place of business or main address at [ADDRESS].

A. The Magazine is the operator of an online information service available on an annual basis which provides articles of interest to faculty, administrators and students, and is willing to grant a license to The Subscriber on the terms and conditions set forth below;

B. WHEREAS, The Subscriber is an institution that desires to obtain from The Magazine an institution-wide subscription license to the licensed content available through The Magazine site; NOW, THEREFORE, in consideration of the conditions herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. For purposes of this Agreement, the following rules and definitions apply:

Authorized User(s) include: (a) individuals who are authorized by The Subscriber to access The Subscriber’s information services available through the institution’s IP Access: (i) affiliated with The Subscriber including, but not limited to current employees/students, or (ii) are physically present on The Subscriber’s premises at the Secured Site (“walk-in” users).

"Effective Date" means the date upon which the last party to sign this Agreement signs it and writes the date of its execution in the space provided at the top of this page of this Agreement.

"Fair Use" means the use by The Subscriber or an Authorized User: (a) conforming to Sections 107 and 108 of the Copyright Revision Act 1976 as those provisions have been amended and may be amended from time to time, or (b) conforming to the guidelines developed by the National Commission on New Technological Uses of Copyrighted Works (“CONTU Guidelines”). (c) In the case of foreign licenses, conforming to the relevant copyright legislation of The Subscriber’s home country

"Licensed Content" means the electronic version of articles, data, and commentary from the publication known as Foreign Affairs including the content from the current issue once it is made available on the Web site, digitized archival content from such publication, as well as supplemental information, content and features made available by The Magazine from time to time through The Magazine site.

"Service Commencement Date" means the first date on which The Magazine has activated service to The Subscriber for the Site under this Agreement. The Service Commencement Date will occur immediately after the verbal and written agreement to the terms of this contract.

2. Grant of License. Subject to the terms and conditions of this Agreement, The Magazine hereby grants to The Subscriber, and The Subscriber accepts, a non-exclusive, non-transferable license (with no sublicense rights) to allow Authorized Users, during the Term of this Agreement, to access, retrieve, view, and electronically download and save the Licensed Content solely for the purposes of research or other Fair Use.

3. License Limitations. Products and services offered by or through The Magazine now or hereafter, other than the Licensed Content, are not included in this Agreement, such as PDF article reprints or PDF replicas of the print magazine that are available on our “Digital Newsstand.”

The Magazine reserves the right to determine the scope and selection of content that is made available as part of the Licensed Content at any time while this Agreement is in effect. The Subscriber is hereby notified that Licensed Content and the printed Foreign Affairs are available for subscription by end users at a reasonable price, and The Subscriber may notify end users of this. The Subscriber expressly acknowledges that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to the Licensed Content and The Magazine Site, are the sole and exclusive property of The Magazine and that this Agreement does not convey to any right, title, or interest therein except for the right to use the Licensed Content and The Magazine site in accordance with the terms and conditions of this Agreement.

4. Prohibited Uses. The Subscriber expressly acknowledges and agrees that The Magazine site and the Licensed Content will be for the personal, research, non-commercial use of Authorized Users only, and that The Subscriber does not have the right to:

(a) modify, adapt, retransmit, resell, redistribute or compile the Licensed Content, in whole or in part, including for purposes of creating course books or educational materials, or for any commercial endeavors, except as approved in advance in writing by The Magazine. The Magazine and its suppliers reserve all rights and licenses to the Licensed Content not expressly granted to The Subscriber hereunder;

(b) remove or alter the authors’ names or The Magazine’s copyright notices or other means of identification or disclaimers as they appear in the Licensed Content or Magazine Site.

5. Access to Licensed Content. The Magazine offers The Subscriber’s specified IP range access to The Magazine Site and the Licensed Content. The Subscriber will make reasonable efforts to ensure that access to The Magazine Site will be limited to only Authorized Users and to give notice to Authorized Users of the license use limitations under this Agreement. The Subscriber agrees to notify The Magazine promptly of any instances in which The Subscriber becomes aware that non-authorized Users may have obtained access to The Magazine Site, or whereby Authorized Users may have exceeded or intend to exceed the scope of the license granted above in Section 2, and further agrees to make reasonable efforts to assist The Magazine in identifying the source of the unauthorized use and addressing the matter. The Magazine reserves the right to disable to the offending IP range(s) access to the Magazine Site at will, with reasonable notice to The Subscriber to protect its content, or as otherwise required by legal authority or process of law.

6. Management of Magazine Site. The Magazine Site will be located on The Magazine’s server or the server of a third party, as determined by The Magazine. The Magazine reserves the right, at its sole discretion, to block or remove from The Magazine Site any content which The Magazine believes may be illegal or harmful to The Magazine in any way or which conflicts with The Magazine’s obligations to third parties.

7. Quality of Service. The Magazine will make reasonable efforts to ensure uninterrupted online access to and continuous availability of The Magazine Site to authorized users in accordance with this license, and to restore access as promptly as possible in the event of an interruption or suspension of the service which is not attributable to any third-party service provider over which The Magazine has no control (e.g., an Internet or telecommunications service provider).

8. Terms of Payment. The Subscriber agrees to pay The Magazine a nonrefundable subscription fee. The amount of the Annual Subscription Fee shall be based on the number of users provided by The Subscriber as of the Effective Date of this Agreement, and will be due within forty five (45) days of such Effective Date. The Subscriber will be responsible for the payment of all taxes and duties assessed it in connection with the license granted herein.

9. Ownership, Confidentiality, and Reporting.

(a) Licensed Content and Trademarks. The Subscriber acknowledges that The Magazine and its suppliers own all worldwide rights, title, and interest in and to the Licensed Content, and all related information, software, data, layouts and formats made available by The Magazine or through The Magazine Site, including, but not limited to, all copyrights (including without limitation audiovisual works and oral rights), patents, and other worldwide intellectual property rights therein. The Magazine and its licensors own all right, title, and interest in and to their respective trademarks, service marks, and logos ("Marks") worldwide and such Marks cannot be used by The Subscriber without the prior written approval of The Magazine.

(b) Usage Data. All data collected by or on behalf of The Magazine relating any use of The Magazine site or the Licensed Content by The Subscribers users is and shall remain at all times the sole property of The Magazine but shall be shared with The Subscriber in aggregate form. The Magazine agrees to maintain the confidentiality of any data relating to the usage of the Licensed Content by The Subscriber’s Authorized Users. The Magazine agrees to maintain the confidentiality of any data relating to the usage of the Licensed Content by individual Authorized Users.  Such data may be used solely for purposes directly related to the Licensed Content and may only be provided to third parties in aggregate form.  Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Data collected resulting from a product purchase by an Authorized User, such as a print subscription, eBook or single article, or resulting from an Authorized User requesting a newsletter is and shall remain the sole property of The Magazine, who retains the right to use such data in a way consistent with the data of other customers of The Magazine.

10. Term and Termination.

(a) Term. The initial term of this Agreement shall commence on the Effective Date and be for twelve (12) months following the Service Commencement Date.

(b) Termination. Either party may terminate this Agreement if the other party materially breaches any of its obligations hereunder and such breach remains uncured for thirty (30) days following written notice of the breach to the breaching party. In the event The Subscriber terminates pursuant to this section as a result of an uncured breach by The Magazine, The Subscriber shall be entitled to a refund of any fees paid by The Subscriber for any unused portion of the then-current term, as The Subscriber's sole and exclusive remedy for such breach. Upon any termination or expiration of this Agreement: (i) the license rights granted under this Agreement immediately terminate; (ii) The Subscriber shall promptly discontinue any use of the Licensed Content, the Marks and The Magazine Site; and (iii) the provisions of Sections 9(a) and 9(b) will survive any termination or expiration of this Agreement.

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