LICENSE AGREEMENT between DIGITAL HERITAGE PUBLISHING LIMITED and
DIGITAL HERITAGE PUBLISHING LIMITED
SIKU QUANSHU (WENYUANGE EDITION) ONLINE SUBSCRIPTION SERVICES
LICENSE AGREEMENT TERMS
IMPORTANT – READ CAREFULLY: This Siku Quanshu (Wenyuange Edition) Online Subscription Services License Agreement (THE AGREEMENT) is the legal agreement between you, Licensee (either an individual or a single entity) and Digital Heritage Publishing Limited (“Company” or “Licensor”) for the online resources services -- Siku Quanshu (Wenyuange Edition) Online Subscription Services (Licensed Work). Licensee hereby applies to access or to establish a connection to the online resources contained in the Siku Quanshu (Wenyuange Edition) Web Site Reserved Area (“Site”), which is developed by Digital Heritage Publishing Limited. Please be reminded to keep this document properly. You are deemed by entering your login account(s) and password(s) or by logging from your authorized IP address(es) onto the Licensed Work to accept the terms and conditions set out in THE AGREEMENT. If you do not agree to the terms of THE AGREEMENT, do not establish a connection to the Licensed Work.
In this Agreement, the following expressions shall have the following meanings:
“The Licensee” shall mean the subscriber of the Siku Quanshu (Wenyuange Edition) Online Subscription Services.
" The Company" shall mean the Licensor, DIGITAL HERITAGE PUBLISHING LIMITED;
"Licensed Work" shall mean the online resources services -- Siku Quanshu (Wenyuange Edition) Online Subscription Services provided by Digital Heritage Publishing Limited;
"Authorised User " shall mean an individual who is authorised by the Licensee to establish an authorized online account or who is otherwise authorized by the Licensee to access and use the Licensed Work and who is affiliated with the Licensee as a current student, faculty, library patron or employee;
"Commercial Use" shall mean use for the purposes of reward whether monetary or otherwise (whether by or for the Licensee, an Authorised User, or any other person or entity) by means of sale, resale, loan, transfer, hire, re-transmit, reprographic copying or other form of exploitation of the Licensed Work through electronic media or otherwise;
“Subscription Period” shall mean the period granted to the Licensee to access and use the online resources contained in the Site on a non-exclusive and non-transferable license in return for the payment of an annual subscription fee and the Licensee’s agreement to comply with the terms of this Agreement. The effective date of the Subscription Period would be specified upon services confirmation.
2. GRANT OF LICENSE, USAGE RIGHTS AND LIMITATIONS ON USE
2.1 The Licensed Work is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Work is licensed to Licensee, not sold.
2.2 The Licensee is granted a non-exclusive and non-transferable license, within the Subscription Period as specified on the application form, to access and use the Licensed Work made available to the Licensee in accordance with these Terms and Conditions and Supplemental License Agreement (if any).
2.3 The Licensee shall ensure that anyone who uses the Licensed Work has obtained Licensee’s authorization.
2.4 The Licensee shall ensure that anyone using the Licensed Work is following the license granted and comply with the terms of THE AGREEMENT.
2.5 Throughout the Subscription Period, the Licensee may :
2.5.1 access to the Licensed Work contained in the Site for the purpose to view, retrieve, and display portions thereof;
2.5.2 electronically save portions of the Licensed Work;
2.5.3 print out single copy of portions of the Licensed Work.
2.6 The Licensee and any users authorized by the Licensee may not:
2.6.1 Remove or alter Licensor’s copyright notices, product identification, other notices or proprietary restriction or disclaimers as they appear in the Licensed Work;
2.6.2 Systematically make printed or electronic copies of multiple extracts of the Licensed Work for any purpose;
2.6.3 Create any competitive product or work with a substantially similar “look and feel” to that of the Licensed Work including, without limitation, the Licensed Work’s home page or result pages;
2.6.4 Merge any Licensed Work with any other database;
2.6.5 Display or distribute any part of the Licensed Work on any electronic network or in any website in the Internet or World Wide Web or on any site, domain now known or to be invented;
2.6.6 Permit anyone other than Authorised Users to access or use the Licensed Work except with the prior written approval of the Company;
2.6.7 Use all or any part of the Licensed Work for any Commercial Use;
2.6.8 Transfer, sell, assign, engage in any commercial use or otherwise convey the licensed Work to another party without the Company’s prior written consent;
2.6.9 Convert any part of the Licensed Work into an electronic format other than the one in which it was licensed;
2.6.10 Supply or distribute to any third parties of the Licensee’s login account(s) and /or password(s);
2.6.11 Reverse engineering of the Licensed Work for the purpose of copying or emulating the content, features or function of the Licensed Work;
2.6.12 Editing or in anyway compose or re-transmitting any part of the Licensed Work for any purposes whatsoever;
2.6.13 Disclose results of any benchmark tests of any program to any third party without the Company’s prior written approval.
3. RESPONSIBILITIES OF THE LICENSEE
3.1 The Licensee will obtain at its cost all telecommunications, internet services including, without limitation, services provided by internet service provider and dedicated online system providers, and other equipment, computer hardware and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Licensed Work online.
3.2 The Licensee will:
3.2.1 Be responsible for the confidentiality and all use of its Login Account(s) and Password(s);
3.2.2 Use all reasonable efforts to ensure that only Authorised Users are permitted to access to the Licensed Work;
3.2.3 Take all reasonable steps to ensure that all Authorised Users abide by terms of this Agreement.
3.2.4 Maintain complete and up-to-date records of all Authorised Users and their access details.
3.3 The Licensee will notify Licensor as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the licensee’s Login Account(s) and Password(s); (b) any unauthorised use of any of the Licensee’s Login Account(s) and Password(s); (c) any unauthorised login or use of the Licensed Work; or (d) any breach by any Authorised User of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement by any Authorised User, the Licensee further agrees promptly to follow up to stop such use of the Licensed Work and to initiate disciplinary procedures in accordance with the Licensee’s standard practice.
4.1 The Licensee acknowledges that all copyrights, patent rights, Licensor Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Licensed Work (collectively the "Licensor Intellectual Property"), except the coded character sets mentioned in clause 4.2, are the sole and exclusive property of the Licensor and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Work in accordance with the terms and conditions of this Agreement.
4.2 The ISO/IEC 10646:2003 coded character sets adopted by the Licensed Work are copyrighted. Title to the “EUDC (End User Defined Characters)” in the character set “FZKaiS-Extended (SIP)” is simultaneously retained by both iTVentures Ltd. and Beijing Founder Electronics Co., Ltd. Title to the character sets “FZKaiS-Extended” and “FZKaiS-Extended (SIP)” excluding “EUDC (End User Defined Characters)” are retained by Beijing Founder Electronics Co., Ltd. which is the developer of these two character sets. The Licensor developed and retains the title of the character set “skqspua”. The Licensor warrants that it has the power to grant the Licensee or Authorised User a non-exclusive license for use only of the above mentioned character sets.
4.3 The Licensee shall notify Licensor promptly (i) of the facts and circumstances surrounding any unauthorised possession or use of the Licensed Work, or Licensor Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Licensed Work infringes an intellectual property or proprietary right of any third party and assist the Licensor to stop further infringement.
5. REVERSE ENGINEERING, DECOMPLICATION AND DISASSEMBLY
Licensee shall not attempt to reverse engineering, reverse compile, decompile, modify, translate, disassemble, reproduce, transcribe, store in a retrieval system, translated into any language or computer language or computer language, retransmitted in any form or by any means (electronic, mechanical, photocopied, recorded or otherwise) the Licensed Work in whole or in part.
6. REPRESENTATIONS AND WARRANTIES
6.1 The Company warrants that the Licensed Work will perform substantially in accordance with the accompanying written materials within the Subscription Period. All the implied warranties relating to the Licensed Work are limited within the Subscription Period.
6.2 Licensor represents and warrants that it has the power to enter into this Agreement and to grant the rights conferred herein to the Licensee and that the Licensed Work does not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
6.3 Save as provided above, Licensor gives no warranty, express or implied, including but not limited to, (i) that the information contained in the Licensed Work will be of satisfactory quality, suitable for any particular purpose or for any particular use under specified conditions, notwithstanding that such purpose, use, or conditions may be known to Licensor; or (ii) that the Licensed Work will operate error free or without interruption or that any errors will or can be corrected; or (iii) that the material published in the Licensed Work is either complete or accurate.
6.4 In no circumstances will Licensor be liable to the Licensee or any third party for any loss resulting from a cause over which Licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnection problems, unauthorized access, theft, or operator errors.
6.5 In no circumstances will Licensor be liable to the Licensee or any third party for any consequential, incidental, special or indirect damages including, without limitation, lost cost, lost of revenue, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of or attributed to the use of, or inability to use the Licensed Work.
6.6 If the Licensed Work has defects covered by the warranty in clause 6.1, the Licensee agrees that the entire liability of Licensor to the Licensee or Authorised Users arising out of any kind of legal claim (whether in contract, tort, by statute or otherwise) in any way connected with the use or inability to use the Licensed Work shall be at the Licensor’s discretion, limited to repair or replace the Licensed Work after Licensor received a copy of Licensee’s receipt. This Limited Warranty is voided if failure of the Licensed Work was resulted from accident, abuse, or misapplication.
7.1 Without any prejudice to any others’ rights, the Company may terminate this Agreement if the Licensee fails to comply with the terms and conditions of this Agreement. Upon termination of this Agreement, the Licensee’s right to use of the content of the Licensed Work immediately ceases.
7.2 The Licensor reserves the right to suspend, modify or remove any aspect or feature of the Licensed Work, including but not limited to content, appearance, functionality, hours of availability, and equipment needed for access or use of any part or all of the Licensed Work with or without notice to the Licensee.
7.3 The Licensor shall not be liable to the Licensee or any third party should the Licensor exercise its right to modify or remove any aspect or feature of the Licensed Work, including but not limited to content, appearance, functionality, hours of availability, and equipment needed for access or use of any part or all of the Licensed Work.
7.4 The Licensor reserves the right to restrict the use of the Licensed Work and to suspend or revoke the Licensee’s right to access or to establish a connection to or to use the Licensed Work if the Licensee breaches any of the provisions of this Agreement. In such case no refund or compensation would be made.
8. SUPPORT SERVICES
8.1 The Company may provide Licensee with support services related to the Licensed Work. Technical Support will be provided via email, telephone or fax. Use of support services is governed by the Licensor’s policies and programs described in the User Manual, in “online” documentation, and/or in other materials provided by the Licensor. With respect to technical information the Licensee provided to the Licensor as part of the support services, the Licensor may use such information for its business purposes, including product support and development.
8.2 The Company has no obligation under THE AGREEMENT to support the following: (a) derivative works of the end users; (b) a combination of the support software and the Licensed Work not covered by THE AGREEMENT; or (c) software problems resulted from malfunction of hardware or equipment of Authorised User or the Licensee.
8.3 The Licensee acknowledges the Licensor reserves the right to provide support services.
8.4 The Licensor reserves the right to charge for unusual or excessive telephone, shipping, handling, media or user manual expenses in connection with the services to be provided hereunder. In such case, the Licensor will endeavour to advise the Licensee of these charges in advance.
9.1 This Agreement is personal to and binding on the parties and neither this Agreement nor any of the rights under it may be assigned or sublicensed.
9.2 This Agreement shall be governed by and construed in accordance with the laws of The Hong Kong Special Administrative Region. The parties agree to submit to the exclusive jurisdiction of the Courts of The Hong Kong Special Administrative Region in connection with any disputes arising under this License.
9.3 This Agreement may be amended or modified by the Licensor with prior notice to the Licensee.
9.4 No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
9.5 The rights of the parties arising under this Agreement shall not be waived except in writing. Any waiver of any of a party’s rights under this Agreement or of any breach of this Agreement by the other party shall not be construed as a waiver of any other rights or of any other further breach.
9.6 Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.
In the event of invalidity of any provision of this license, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.