By making the databases or services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the "Agreement"). For purposes of this Agreement, "SMTA" is SMTA bv, the "Licensee" is the entity or institution that makes available databases and services offered by SMTA; the "Sites" are the Internet websites or any software tool offered or operated by Licensee from which Authorized Users can obtain access to SMTA’s Databases and Services; and the "Authorized User(s)" are employees, registered patrons, walk-in patrons, or other persons affiliated with Licensee or otherwise permitted to use Licensee's facilities and authorized by Licensee to access Databases or Services. "Services" shall mean the Licensee client area within spectrummonitoring.com, API and related products to which Licensee has purchased access or a subscription. "Databases" shall mean the products made available by SMTA.
1.1. SMTA hereby grants to the Licensee a nontransferable and non-exclusive right to use the Databases and Services made available by SMTA according to the terms and conditions of this Agreement. The Databases and Services made available to Authorized Users are the subject of copyright protection, and the original copyright owner (SMTA or its licensors) retains the ownership of the Databases and Services and all portions thereof. SMTA does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof without the prior written consent of SMTA, except as specifically authorized in this Agreement.
1.2. The Licensee is authorized to provide on-site access to the Databases and Services to any Authorized User. The Licensee may not post the Database, passwords to the Databases or Services on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to their employees as long as security procedures are undertaken that will prevent remote access by organizations, employees at non-subscribing organizations or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by SMTA. For the avoidance of doubt, if Licensee provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then SMTA may hold the Licensee in breach and suspend access to the Databases or Services. Remote access to the Databases or Services from non-subscribing organizations or individuals is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance.
1.3. Licensee and Authorized Users agree to abide by the Netherlands Copyright Act (“Auteurswet”) as well as by any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof, provided the information is used solely in accordance with the copyright law. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Database or Services as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or Services or any of the content therein in any manner, nor use same for sale or distribution. Licensee and Authorized Users may create printouts of materials retrieved through the Databases or Services online printing, offline printing, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Databases or Services shall be for internal use. Downloading all or parts of the Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or part of the Databases or Services is strictly prohibited whether or not such collection is in electronic or print form. Publishers may impose their own conditions of use applicable only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content. The Licensee shall take all reasonable precautions to limit the usage of the Databases or Services to those specifically authorized by this Agreement.
1.4. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by SMTA and Licensee
1.5. Licensee agrees to comply with the Netherlands Copyright Act (“Auteurswet”), and agrees to indemnify SMTA against any actions by Licensee that are not consistent with the Netherlands Copyright Act.
1.6. The computer software utilized via SMTA's Services is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the software, or create derivative works from the software.
2.1 The use of the Databases or Services is made at Licensee’s own discretion and risk and with Licensee’s agreement that the Licensee will be solely responsible for any damage to Licensee’s business, computer system, loss of data, or other harm that results from such activities. In no event, including without limitation, negligence, will SMTA be liable to the Licensee or any third party for any damages whatsoever, including, without limitation, special, punitive, incidental, indirect or consequential damages of any kind, or those resulting from loss of use, data or profits, whether or not SMTA has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of or the inability to use the materials and services.
3.1. In the event of a breach of any of its obligations under this Agreement, Licensee shall have the right to remedy the breach within ten (10) days upon receipt of written notice from SMTA. Within the period of such notice, Licensee shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent future occurrences of such breaches. If the Licensee fails to remedy such a breach within the period of ten (10) days, SMTA may (at its option) terminate this Agreement upon written notice to the Licensee.
3.2. If SMTA becomes aware of a material breach of Licensee's obligations under this Agreement or a breach by Licensee or Authorized Users of the rights of SMTA or its licensors or an infringement on the rights of SMTA or its licensors, then SMTA will notify the Licensee immediately in writing and shall have the right to temporarily suspend the Licensee's access to the Databases or Services. Licensee shall be given the opportunity to remedy the breach or infringement within ten (10) days following receipt of written notice from SMTA. Once the breach or infringement has been remedied or the offending activity halted, SMTA shall reinstate access to the Databases or Services. If the Licensee does not satisfactorily remedy the offending activity within ten (10) days, SMTA may terminate this Agreement upon written notice to the Licensee.
4.1. Neither SMTA nor its licensors will be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake(s), strikes or labor shortages, transportation facilities shortages or failures of equipment, or failures of the Internet.
4.2. This Agreement and the license granted herein may not be assigned by the Licensee to any third party without written consent of SMTA.
4.3. If any term or condition of this Agreement is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid Agreement is in effect.
4.4. If the Licensee and/or Sites use purchase orders in conjunction with this Agreement, then the Licensee and/or Sites agree that the following statement is hereby automatically made part of such purchase orders: "The terms and conditions set forth in the SMTA License Agreement are made part of this purchase order and are in lieu of all terms and conditions, express or implied, in this purchase order, including any renewals hereof."
4.6. All information that SMTA collects when Licensee accesses, uses, or provides access to, the Databases and Services is in compliance with the General Data Protection Regulation (EU) 2016/679 (GDPR).