GENERAL TERMS AND CONDITIONS FOR USE OF THE KNOWLEDGE

INterchange ON-LINE site and MATERIALS

 

Attention: These terms and conditions apply and govern your entire use of the Materials that are being provided to you by Cranfield Management Development Limited via the Website. Please read these terms carefully before using the on-line services. Using the Website and Materials indicates that you accept these terms and conditions. If you do not accept these terms and conditions, do not use the Website or the Materials.

 

1                     definitions

"Authorised Users"

any person who is authorised by CMDL (by the issue of a user ID and password) to access the Supplier Sites;

"CMDL"

Cranfield Management Development Limited (Company Number 02760241 whose registered office is at Cranfield University, Bedford, Beds, MK 43 0AL;

"Conditions"

the standard terms and conditions for use of the Sites and Materials as set out in this document;

"Materials"

the materials and content which you are able to access and use through the Website, including the Supplier Materials;

"Sites"

the Website and, where applicable, the Supplier Sites;

"Special Terms"

terms which specifically relate to the respective Supplier Sites and the Supplier Materials and which are set out for each Supplier Site in Condition 10;

"Supplier Materials"

materials belonging to any third party supplier which can be accessed by links to Supplier Sites from the Website;

"Supplier Sites"

third party websites containing Supplier Materials which can be accessed via the Website.

"Website"

CMDL's website under the domain name www.cranfieldknowledgeinterchange.com;

"You and Your"

the person accepting these Conditions. Where the context so requires, You and Your includes the Authorised Users.

 

The following Conditions govern your use of the Sites and the Materials supplied by CMDL.

2                     the website

2.1               You may access some areas of the Website without registering with CMDL. Certain areas of the Website and access to the Supplier Sites are only open to you if you are an Authorised User.

2.2               By accessing any part of the Website, you shall be deemed to have accepted these Conditions in full. If you do not accept these Conditions in full, you must leave the Website and cease using the Materials immediately.

2.3               CMDL may revise these Conditions at any time. You should ensure that you check these Conditions regularly and, if you an Authorised User, each time you log in, because these Conditions are binding on you. Certain provisions of these Conditions may be superseded by legal notices or terms which may be posted on the Website and/or the Supplier Sites and these Conditions are subject to any Special Terms which may apply in relation to the Supplier Materials.

3                     licence and restrictions on use

3.1               Subject to any Special Terms which may apply for Supplier Materials, you are granted a non-exclusive, non-transferable limited licence to access the Sites and use the Materials made available to you from time to time for your personal use.

3.2               You may, subject to the Special Terms for Supplier Materials, search the Sites, printout, and copy Materials for your own personal use.

3.3               You may not:

3.3.1          copy, printout or otherwise reproduce any Materials nor any materials relating to any part of the Sites, except as permitted under these Conditions and the Special Terms for Supplier Materials;

3.3.2          distribute, sell or otherwise dispose of the Materials;

3.3.3          make any part of the Supplier Materials which can only be used and accessed by Authorised Users available to anyone else;

3.3.4          copy, alter, modify, adapt (including but not limited to translating, de-compiling, disassembling, distributing or creating derivative works) any part of the Sites;

3.3.5          remove or obscure the copyright notice or notices contained in Materials retrieved from the Sites;

3.3.6          purport to assign, sub-licence or otherwise dispose of your rights under these Conditions.

3.4               Your failure to use the Sites and the Materials in accordance with these Conditions may result in your access to the Sites and the Materials being immediately terminated.

3.5               Other provisions that govern your use of the Sites and the Materials are set out in the Special Terms for Supplier Materials and other terms on the Supplier Sites (collectively the "Additional Terms") all of which are incorporated by reference into these Conditions. In the event of any conflict between these Conditions and the Additional Terms, then the Additional Terms shall prevail.

4                     INTELLECTUAL PROPERTY RIGHTS

4.1               You acknowledge and agree that all rights, title and interest (including all copyrights and other intellectual property rights) in the Sites and the Materials (in both print and machine readable form) belong to CMDL or its third party suppliers of materials.

4.2               Except as specifically provided in these Conditions, you may not use the Sites or the Materials in any fashion that infringes the copyright or proprietary interests therein.

4.3               You will defend, indemnify and hold CMDL harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your use of the Sites and the Materials, provided that:

4.3.1          you are given prompt notice of any such claim;

4.3.2          CMDL provides reasonable co-operation to you in defence and settlement of such a claim, at your expense; and

4.3.3          you are given sole authority to defend or settle the claim.

5                     Access to services

5.1               You may only access the Supplier Sites and use the Supplier Materials if you are an Authorised User. Each Authorised User will be given a user ID and password which are for a single user only. CMDL does not permit you to share your username and password with any other person.

5.2               Any user ID and password issued by CMDL to the Authorised User are personal and confidential to that Authorised User.

5.3               Responsibility for the security of any passwords issued rests with you. If CMDL suspects that any user ID or password is being used by an unauthorised user or a different Authorised User than the person to whom it was issued, that user ID and password may be cancelled and your right to access the Supplier Sites terminated.

5.4               CMDL may require you to change the passwords from time to time and shall notify you accordingly.

5.5               You must inform CMDL immediately if you have any reason to believe that any password has become known to anyone else or if any password is being or is likely to be used in an unauthorised or prohibited way.

5.6               The Sites and the Materials may be changed by CMDL at any time without notice.

5.7               CMDL shall not be liable to you in the event that access to the Sites becomes unavailable to you at any time or is suspended temporarily.

5.8               CMDL has not reviewed the Supplier Sites and does not control and is not responsible for the Supplier Sites or their content or availability. CMDL does not endorse or make any representations about the Supplier Sites, or any materials found there, or any results that may be obtained from using them. You acknowledge that if you use the links to Supplier Sites on the Website you leave the Website and CMDL shall have no liability to you in respect of the content or availability of the Supplier Sites.

6                     limited warranty

6.1               CMDL represents and warrants that it has the rights and authority to make the Sites and Materials available to you subject to these Conditions and the Special Terms for Supplier Materials.

6.2               EXCEPT AS OTHERWISE PROVIDED IN CLAUSE 6.1, THE SITES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND CMDL MAKES NO EXPRESS WARRANTIES UNDER THESE CONDITIONS, INCLUDING WITHOUT LIMITATION, THAT THE SITES AND MATERIALS ARE OR WILL BE FREE FROM ERRORS OR THAT THE INFORMATION WILL CONTINUE TO BE AVAILABLE TO CMDL.

7                     LIMITATION OF LIABILITY

7.1               This paragraph sets out CMDL's entire financial liability, including any liability for the acts or omissions of CMDL's employees, agents and sub-contractors, in respect of:

7.1.1          any breach of these Conditions;

7.1.2          any use made by you of the Sites or Materials or any part thereof;

7.1.3          any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with these Conditions.

7.2               To the maximum extent permitted by law, CMDL shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from:

7.2.1          any errors in or omissions on the Sites or in the Materials;

7.2.2          the unavailability or interruption to the supply of the Sites or any features thereof or any Materials;

7.2.3          your use or misuse of the Sites or Materials;

7.2.4          the content of Materials;

7.2.5          acts, events, omissions or accidents beyond CMDL's reasonable control which result in CMDL being prevented or delayed in performing its obligations under these Conditions, including without limitation default of sub-contractors or suppliers of the materials, strike, lock-out or other industrial disputes, failure of a utility service or transport or communication network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

7.3               Except as expressly and specifically provided in these Conditions you assume sole responsibility for any decision made or action taken from the use of the Sites or the Materials, and for conclusions drawn from such use.

7.4               All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from these Conditions.

7.5               Nothing in these Conditions excludes CMDL's liability:

7.5.1          for death or personal injury caused by CMDL's negligence; or for fraud or fraudulent misrepresentation.

7.6               Subject to clause 7.5 above:

7.6.1 CMDL shall not be liable for any loss of profits, loss of business, depletion of goodwill and for such all similar losses or pure economic loss or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising; and

7.6.2 the total liability of CMDL in respect of contract, tort, (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of CMDL's obligations under these Conditions shall be limited to the price paid for your use of the Sites and Materials during the 12 months preceding the date on which the claim arose.

8                     termination

8.1               CMDL may suspend or discontinue access to the Sites and Materials without notice.

8.2               CMDL may pursue any remedy legally available to it if you fail to comply with any of your obligations under these Conditions or the Additional Terms.

8.3               In the event that CMDL discontinues to provide you with access to the Sites and Materials in accordance with Condition 8.1 above, all licenses granted under these Conditions shall immediately terminate.

9                     general provisions

9.1               Except as otherwise provided in these Conditions, all notices and other communications to you under these Conditions shall be in writing or displayed electronically on the Website.

9.2               Such notices to you shall be deemed to have been properly given:

9.2.1           on the date posted, if posted;

9.2.2          on the date first made available, as displayed on the Website; or

9.2.3          on the date received, if delivered in any other manner.

9.3               Notices to CMDL should be sent to the address provided in the "contact section" of the Website.

9.4               If any provision (or part of a provision) of these Conditions is found by any Court or administrative body of competent jurisdiction to be, invalid, unenforceable or illegal, the other provisions shall remain in force and if any provision of the Additional Terms is similarly found to be invalid, unenforceable or illegal, these Conditions will still apply and prevail.

9.5               If any invalid, unenforceable or illegal provision would be invalid, unenforceable or illegal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the party.

9.6               Failure of CMDL or any third party supplier of materials to enforce any provision of these Conditions shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

9.7               You may not assign your rights or delegate your duties under these Conditions or any Additional Terms.

9.8               Each third party supplier of materials has the right to enforce these provisions directly on its own behalf as a third party beneficiary.

9.9               These conditions and the Additional Terms shall be interpreted and construed according to, and governed by the laws of England and the parties submit to the non-exclusive jurisdiction of the English Courts.

9.10            Save as specified in Condition 9.8, no third party shall acquire any rights under these conditions and the provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.

10                 special terms

In this Condition 10 ("you") and ("your") shall be construed as meaning those persons who are Authorised Users only.

10.1            This Condition 10 contains the terms applicable in relation to each of the respective Supplier Sites and Supplier Materials on that particular Supplier Site, as shown below. These terms will only be relevant and binding upon you if you are an Authorised User.

Services provided by getAbstract Limited ("getAbstract")

10.2            get Abstract will provide you with access to certain materials on the getAbstract database on its website which can be accessed using the link provided on the Website.

10.3            You have the option of subscribing to an individual weekly summary service which will provide you e-mail updates.

10.4            You acknowledge and agree that the content available through the getAbstract website, including the summaries and associated metadata, is the property of getAbstract or its licensors and subsidiaries.

10.5            DUE TO THE NUMBER OF SOURCES FROM WHICH CONTENT IN GETABSTRACT IS OBTAINED, AND THE INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN SUCH CONTENT. GETABSTRACT AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT AVAILABLE THROUGH GETABSTRACT. NEITHER GETABSTRACT NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY FROM THE USE OF THE GETABSTRACT CONTENT. IN NO EVENT WILL GETABSTRACT, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT. GETABSTRACT AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE RESPONSIBLE FOR ALL STATEMENTS MADE AND ACTS OR OMISSIONS THAT OCCUR WHILST YOUR PASSWORD IS BEING USED.

Services provided by OneSource Information Services Limited ("OneSource")

10.6            You may access the OneSource service and OneSource information for your internal use only and may not make the OneSource service available for any use by loan, rental, sub-licence, service bureau, time sharing, or similar arrangement.

10.7            You are permitted, from time to time to distribute small portions of the OneSource information to colleagues, provided that the amount of such information distributed shall be insubstantial in nature in comparison with the OneSource database from which the information is extracted.

10.8            NEITHER ONESOURCE NOR ANY INFORMATION PROVIDER WARRANTS THE ACCURACY, ADEQUACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION, THE SERVICE, AND/OR ELEMENTS THEREOF. THE SERVICE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY, REPRESENTATION, OR UNDERTAKING OF ANY KIND. NEITHER ONESOURCE NOR ANY INFORMATION PROVIDER MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, THE RESULTS TO BE OBTAINED FROM IT, OR THE SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE.

10.9            In no event shall OneSource, or any information provider, or third party supplier have any liability, in contract, tort or otherwise, for any loss or damage including lost profit and/or indirect, special, incidental or consequential losses, arising out of the use of the OneSource service that is provided, even if OneSource or its information providers have been advised of the possibility of such damages. In no case shall the liability of OneSource or any information provider exceed the total charges paid for the subscription term to which the claim relates.

10.10        You agree to take such security measures to prevent the unauthorised duplication, distribution or use of the OneSource software and information and in no event shall such measures be less than commercially reasonable. In addition, you agree to honour and comply with reasonable requests submitted directly by OneSource and/or CMDL in order to protect OneSource and/or its information providers in orer to protect their respective rights in the OneSource service.

Services provided by Research for Libraries

10.11        You acknowledge and agree that the legal and beneficial interests in all copyrights, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), database rights, semi-conductor typography rights, proprietary information rights and all other proprietary rights as may exist anywhere in the world together with applications associated with any such rights ("Intellectual Property Rights") relating to the Research for Libraries, products belong to Research for Libraries or its licensors, as the case may be, at all times. You obtain no intellectual property rights in the research for libraries products pursuant to arising out of the use of those products.

10.12        Research for Libraries shall not be liable to you for any indirect or consequential loss, including loss of actual or anticipated profits, revenue, good-will, anticipated savings or data, whether arising from negligence, breach of contract or otherwise. Research for Libraries' liability in contract, tort or otherwise arising out of or in connection with the use of the Research for Libraries products shall in respect of any one or more incidents not exceed the total amount charges received by it for the Research for Libraries products in the twelve months proceeding the date the incident occurs.

Services provided by Emerald Group Publishing Ltd. ("Emerald") relating to use of Emerald's fulltext database

10.13        You are granted online access via the Website to the materials which Emerald has licensed to CMDL (the "Licensed Materials") for research, teaching and private study.

10.14        In relation to the Licensed Materials you may:

10.14.1   search, view, retrieve and display the Licensed Materials;

10.14.2   electronically saved parts of the Licensed Materials for personal use;

10.14.3   print-off single copies of parts of the Licensed Materials

10.14.4   distribute single copies of parts of the Licensed Materials in print or electronic form to other Authorised Users; and

10.14.5   make up to 25 copies of any single article to assist research or teaching, provided they are not for resale.

10.15        In relation to the Licensed Materials you may not:

10.15.1   remove or alter the author's names or Emerald's copyright notices or other means of identification or disclaimers as they appear in the Licensed Materials;

10.15.2   make or print electronic copies of multiple extracts of the Licensed Materials other than in accordance with Condition 10.14 above;

10.15.3   mount or distribute any part of the Licensed Materials on any electronic network, including the internet and the World Wide Web, except in accordance with Condition 10.14 above;

10.15.4   systematically distribute the whole or any part of the Licensed Materials to anyone other than Authorised Users;

10.15.5   Publish, distribute or make available the Licensed Materials, works based on them or works which combine them with any other material, other than as permitted in Condition 10.14 above;

10.15.6   alter, abridge, adapt or modify the Licensed Materials, except to the extent necessary to make acceptable on a computer screen. No alteration of the words or the order is permitted.

10.16        Emerald reserve the right to withdraw from the Licensed Materials any item or part of an item for which it no longer attains the right to publish, or which on reasonable grounds it believes infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.

10.17        UNDER NO CIRCUMSTANCES SHALL EMERALD BE LIABLE TO YOU OR ANY OTHER PERSON, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE LICENSED MATERIALS. EMERALD'S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OF ITS OBLIGATIONS SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID TO EMERALD IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH THE CLAIM, LOSS OR DAMAGE OCCURRED. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF OTHER REMEDIES. YOU MAY BRING NO ACTION ARISING AGAINST EMERALD MORE THAN 6 MONTHS AFTER THE CAUSE OF ACTION ARISES.

Services provided by Emerald Group Publishing Limited ("Emerald") relating to the Emerald Management First portal service

10.18        You acknowledge that, except for the rights granted to access the Emerald Management First portal, all copyrights in and to the data licensed remains with the respective holder thereof.

10.19        You may not resell copies of any portion of the content of the Emerald Management First portal in any format.

10.20        Altering, recompiling, systematic or programmatic copying, reselling, redistributing, publishing or republishing any of the content within the Emerald First Management portal or any part thereof without explicit permission in writing from Emerald is strictly prohibited.

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