THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL NOT APPLY IF YOU HAVE OBTAINED ACCESS TO THIS PRODUCT PURSUANT TO AN INSTITUTIONAL SITE LICENSE. UNDER SUCH CIRCUMSTANCES, YOUR USE OF THIS PRODUCT SHALL BE GOVERNED SOLELY BY THE TERMS AND CONDITIONS OF SUCH LICENSE. If you would like to understand more about all of the rights that you or your employer have to use the Product, you should refer to the institutional site license agreement between you or your employer and Clarivate or authorized resellers.
BACKGROUND. Camelot UK Bidco Limited (Clarivate) has developed a proprietary software application known as EndNote® (the “Software”). By using the Software and/or its accompanying manuals (the “Documentation” and together with the Software, the “Product”), you (the “End User”) agree with Clarivate to be bound by the terms and conditions set forth herein. Clarivate is willing to permit you to use the Product only upon the condition that you accept and comply with all of the terms of this agreement (“Agreement”).
THEREFORE, for good and valuable consideration, including the rights and license granted in this Agreement, and intending to be legally bound, Clarivate and End User agree as follows:
1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Clarivate hereby grants to End User a non-exclusive, non-transferable, individual license to use the Product solely for the purpose of searching online resources for references, creating and building a personal library of references, formatting references, and creating uniform citations and footnotes for End User’s projects.
In addition, if End User is using a desktop version of EndNote:
(a) End User may (i) install one copy of the Software on up to three computers for End User’s personal use and (ii) make one copy of the Software solely for backup or archival purposes. It is expressly understood that the Software program will only be in use by End User on one computer at any given time. End User may not make any copies of the Documentation or any portion thereof.
(b) End User may download and store full-text files for End User’s own use in research and writing. Any downloaded files may not be shared with third parties. End User acknowledges his/her responsibility to obtain all necessary consents and permissions to utilize the Software with third-party materials and to adhere to all applicable intellectual property laws with regards to capturing, storing and copying any copyrighted materials using the Software. End User shall defend, indemnify and hold harmless Clarivate and its affiliates from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses, including reasonable attorneys’ fees, arising out of End User’s downloading, storage or use of full-text files or other third-party materials in the Software.
The rights granted herein are limited and are to be strictly construed.
If End User is accessing the Product as part of a free trial:
Clarivate hereby grants to End User a non-exclusive, non-transferable, individual license to use the Product solely for testing and evaluation purposes, subject to the terms and conditions of this Agreement. End User acknowledges that the full-function features of the Software will be automatically disabled thirty (30) days following End Userís initial use of the Software, however End User may continue to view any data already input using the Software. End User may not make any copies of the Documentation or any portion thereof.
2. RESTRICTIONS. The following uses and/or activities are not permitted unless otherwise specifically allowed by Clarivate under the terms of a separate agreement:
(a) Modifying, translating, decompiling, reverse engineering, redistributing or retransmitting in any form or by any means, the Software or any portion thereof;
(b) Creating any derivative products or other works using any portion of the Software;
(c) Using the Software or any portion thereof in any third party product or service;
(d) Using the Software, directly or indirectly, on a time sharing or service bureau basis, or providing services for a fee using the Software; and
(e) Sharing passwords and/or access codes with third parties, or allowing any non-End User to use the Product.
In addition, if End User is using a hosted version of EndNote:
(i) End User may not (A) attempt to circumvent user authentication or the security of any host, network, or account (aka “cracking”), including, but not limited to, accessing data not intended for End User, logging into a server or account that End User is not expressly authorized to access, or probing the security of Clarivate servers and networks, or (B) create a denial of service, impede the operation of the Software or engage in any activities that adversely affect the ability of other End Users to use the Software.
(ii) End User may not upload, share or otherwise transmit any content that (A) End User does not have a right to upload, share or transmit under any law or under contractual or fiduciary relationships; or (B) violates anyoneís copyright, trademark or other proprietary right.
Clarivate responds to notices of alleged infringement that comply with the Digital Millennium Copyright Act. Please see https://clarivate.com/legal/copyright/ for more information. End User acknowledges and agrees that in addition to any other rights or remedies that Clarivate may have hereunder, Clarivate may remove or disable access to allegedly infringing content, or disable certain functionality, such as sharing, in the event of an alleged infringement.
3. TERMINATION. Without prejudice to any other rights, Clarivate may terminate this Agreement (a) if End User fails to comply with any of the terms and conditions of this Agreement or (b) if required to do so due to an actual or potential violation of third party rights or applicable laws, rules or regulations or by a third party provider, court or regulator. In the event of any termination, End User shall immediately discontinue any further use of the Product and (if applicable) destroy all copies of the Software and Documentation in its possession or control. Sections 1(b), 3, 4, 5 and 6 shall survive any termination of this Agreement.
In addition, if End User is using a hosted version of EndNote: Following any termination, Clarivate may destroy any data or information stored on its servers by or on behalf of End User. Such data and information will be permanently lost.
4. PROPRIETARY RIGHTS. End User acknowledges that all intellectual property rights in the Product, including without limitation, all copyrights, trademarks, patents and trade secrets, are owned by Clarivate or its third party licensor(s). Except as expressly set forth in this Agreement, Clarivate neither assigns any intellectual property rights, nor grants any licenses or other rights with respect to the Product. End User shall use reasonable care to protect such intellectual property rights of Clarivate and/or its third party licensor(s), and to prevent the unauthorized use or copying of the Product.
5. NO WARRANTY. THE PRODUCT AND ALL CONTENT, INFORMATION AND TECHNOLOGY CONTAINED THEREIN ARE BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLARIVATE DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE IS COMPATIBLE OR OPERABLE WITH THE END USER’S COMPUTER EQUIPMENT OR SOFTWARE, OR THAT THE SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR FREE OF ERRORS. END USER AGREES THAT THE PRODUCT IS NOT CONSUMER GOODS FOR PURPOSES OF FEDERAL OR STATE WARRANTY LAWS.
No sales person or other representative involved in the licensing of the Product is authorized to make any warranties with respect to the Product. Oral statements do not constitute warranties, shall not be relied upon by End User, and are not a part of this Agreement.
6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLARIVATE OR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (COLLECTIVELY “CLARIVATE PARTIES”) BE LIABLE OR RESPONSIBLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF CLARIVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CLARIVATE PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES OF ANY KIND AND TYPE (REGARDLESS OF WHETHER BASED IN CONTRACT OR TORT) SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
7. INJUNCTIVE RELIEF. End User agrees that Clarivate will have the right to obtain an injunction against any unauthorized use of the Product by End User, in addition to any other rights and remedies to which Clarivate may be entitled.
8. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be adjusted to the minimum extent necessary for validity or enforceability, and in any event, the remaining provisions will nevertheless remain in full force and effect.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement between Clarivate and you with respect to the subject matter of this Agreement and supercedes all prior or contemporaneous oral or written communications with respect thereto. This Agreement may not be modified, except to the extent of a written agreement to do so by an authorized representative of Clarivate.
10. CHOICE OF LAW. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law.
11. NO ASSIGNMENT. End User shall not assign, sub-license or delegate any of its rights or obligations under this Agreement to any third party without the prior written consent of Clarivate. Any assignment, sublicense or delegation in violation of this provision shall be null and void.
12. THIRD PARTY SUPPLIER TERMS. The following provisions contained in this Section apply specifically to the PDFNet SDK from PDFTron Systems Inc., which is incorporated in the Software and distributed by Clarivate under license:
(a) End User agrees that End User:
(i) will use PDFNet SDK only as an embedded component of the Software;
(ii) will not use PDFNet SDK for development, compilation, debugging and similar design-time purposes;
(iii) will not reverse-compile or decompile, analyze, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of PDFNet SDK or attempt to do any of the foregoing in relation to the object code of PDFNet SDK; and
(iv) will not modify, adapt, translate or create any derivative works of PDFNet SDK or merge PDFNet SDK into any other software.
(b) End User will not access, install, download, copy, modify, or transfer PDFNet SDK, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted by Clarivate. End User’s rights will be non-exclusive and except as expressly permitted by Clarivate, non-assignable;
(c) PDFTron Systems Inc. will have the exclusive ownership of all right, title, and interest in and to PDFNet SDK, including ownership of all intellectual property rights and confidential information pertaining thereto, subject only to the rights and privileges expressly granted to End User under this Agreement; and
(d) End User’s obligations under this Agreement will remain in effect for as long as it continues to possess or use PDFNet SDK, and such obligations will be enforceable by PDFTron Systems Inc. as a third party beneficiary against End User.
13. ACKNOWLEDGMENT. Use of the Product affirms that End User has read this Agreement, understands it, and agrees to be bound by its contents.