ScholarOne Terms

Last updated: November 18, 2024

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These ScholarOne terms (“Terms”) creates a framework of contract terms that govern your use of ScholarOne products, services, and other deliverables (“Products“) that you install or access through our platform(s) or website(s), or are otherwise identified in your order form, statement of work, quotation or other ordering document (each referred to as an “Order”). These Terms are incorporated into each accepted Order unless we agree in writing otherwise.

“We”, “our,” “us” and “Silverchair” means the Silverchair entity identified in an Order; “you,” “your” and “Client” means the Client entity identified in the Order. From time to time, a current affiliate of either party may provide or receive services (as the case may be) by entering into an Order that refers to these Terms. Affiliates of Silverchair refers to entities within the Shasta Holdings, LLC corporate group and its direct and indirect controlled affiliates only. These Terms will continue to apply until terminated by either party by providing written notice. After termination, you cannot place any new orders under these Terms. Unless expressly provided or agreed in writing, termination of these Terms will not cancel any outstanding Orders, which will continue to be subject to these Terms.

Applicable documents referenced in each Order under these Terms, as updated by Silverchair from time to time, constitute the complete agreement between us (collectively, the “Agreement“), and supersede any prior discussions or representations. Other terms and conditions you seek to incorporate via a purchase order or otherwise, even if signed by Silverchair as a courtesy, are excluded. Your use of the Products confirms your acceptance of these Terms. Your continued access, renewal, payment and/or and use of the Products constitute your acknowledgment and acceptance of the latest version of these Terms.

 

1.  Our ScholarOne Products and Services

  • Orders. Your Order identifies the Products, quantities, relevant license and restrictions, fees and charges, permitted users (“Authorized Users”) and other relevant details of your
  • Intellectual property. Together with our licensors, we retain all ownership of and all rights in the Products (including any underlying software, data models, databases or data sets), any pre-existing codes, content, methodologies, templates, tools or other materials used in performing services, and any configurations, modifications or derivatives thereto (collectively “Silverchair IP“). Silverchair IP constitutes our valuable intellectual property, confidential information and trade secrets, and you may only use it as expressly permitted in the You must promptly notify Silverchair if you become aware of any unauthorized use of Silverchair IP.
  • Each party must act at all times in accordance with the laws, rules, regulations, export controls and economic sanctions as they apply to such party in connection with its obligations under the Agreement (“Applicable Laws“).
  • Updates. The Products change from time to If we fundamentally change the Products in a way which materially impairs your usage of the Products, you may terminate the affected Products on written notice no later than 30 days after the change.
  • Passwords. Your access to certain Products may require authentication (e.g. a password). Sharing passwords or facilitating access to unauthorized users is strictly Each of us shall maintain industry standard computing environments to ensure that Silverchair IP is secure and inaccessible to unauthorized persons.
  • Usage information. We may collect information related to your use of our We may use this information for legitimate business reasons including without limitation to recommend products, services or functionality that may interest users, to test and improve our Products and to protect and enforce our rights under the Agreement, and may pass this information to our third party providers for the same purposes. In addition to usage information we collect under these Terms, you agree that we will be entitled to create and distribute aggregate statistical and database compilations derived from your use of the Products and your Content, including demographics, site traffic, usage information, viewing and navigation patterns and user characteristics; and we may use such information for commercial purposes provided that such aggregate compilations will not identify your or individual users.
  • Feedback and Where you provide any comments, recommendation, suggestion or ideas, or any other feedback related to Silverchair IP (“Feedback“) we may use and exploit such Feedback without restriction or obligation to you and you will not obtain any rights in Silverchair IP. We may freely use our general knowledge, skills and experience, and any ideas, concepts, processes, know-how and techniques developed by Silverchair while providing any Products (including professional services), provided we do not use your confidential or other proprietary information.
  • Documentation. You may print or download PDF copies of user guides, online help, release notes, training materials and other documentation provided or made available within the Products or published online, as updated from time to time (“Documentation”) for your Internal Use with the Products, provided all copyright or proprietary rights notices are retained. “Internal Use” refers to those publications, meetings and conferences that are listed in the Order.
  • Third party providers. The Products may include data, software and services from third

 

2.  Your Obligations

  • Limited You may only use the Products in accordance with the applicable license set out in these Terms, the relevant product/service terms referenced on the Order, and the Documentation. You are responsible for all acts or omissions of your users in connection with the Products, and ensuring users comply with these terms.
  • Your You retain ownership of your pre-existing content, data and materials that you provide to us, or use with the Products (“Content“). You grant Silverchair a license to use your Content as required by us to provide you with the Products (including right to sublicense the same to our subcontractors, as required). You must (i) ensure your Content does not infringe third party rights or any Applicable Laws; and (ii) notify us in advance before transmitting to us, and clearly mark, any of your Content that contains restricted data, including the jurisdiction and classification under applicable export control laws. Restricted data may include any information, data, or source code that is on an export controls list or equivalent list of any applicable jurisdiction or that is related to weapons, military/defense, intelligence, or law enforcement; aerospace or subsea technologies; cryptography, encryption, or cybersecurity tools; advanced or cutting-edge items or technologies; or items that could pose a danger to health or safety. Unless your Order includes backup services, we disclaim all responsibility for backing up your Content.
  • General You must (i) ensure we have up-to-date contact and billing information for your Order; (ii) provide detailed, accurate and sufficiently complete information, specifications and instructions in a timely manner; (iii) ensure you are permitted to allow us to use and modify your equipment, systems, software and Content, as required to provide the Products; (iv) maintain then-current minimum technical requirements to access the Products, as applicable; and (v) perform any additional obligations specified in your Order. If reasonably requested, you must make authorized personnel available to agree on the impact of any failure or delay by you to comply with these requirements, and you must not unreasonably withhold or delay your consent to any consequential changes to the Agreement.
  • Third-party technology. You may only integrate our software with, or access our data from, third-party software, systems, platforms or products (“Third Party Technology”) as permitted by the You are responsible for procuring, maintaining and complying with any necessary license for the Third Party Technology (which is independent of the Agreement and your license to the Products).
  • You must not (i) introduce any malicious software into Silverchair IP or network; (ii) run or install any computer software or hardware on the Products or network; (iii) scrape data from the Products; or (iv) disable or bypass any functionality or restrictions within the Products.
  • Artificial Intelligence. Unless expressly permitted under a mutually agreed written agreement with us, you must not use and access the underlying Silverchair proprietary data from the Products: (i) with any of your technology platforms or systems, in a manner which includes or involves your application of artificial intelligence, such as generative artificial intelligence, machine learning, algorithms or language models (“AI Technologies”); or (ii) to generate any content, such as code, languages, software, services, text, voice, audio, graphics, illustrations, workflows, images, videos or other outputs, in any form or
  • Limitations. Unless expressly permitted elsewhere in the Agreement, you may use the Products for your Internal Use only and shall not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, transform, reverse engineer, benchmark, frame, mirror, translate or transfer Silverchair IP in whole or in part, or as a component of any other product, service or material; (ii) create a derivative database or otherwise access and use Silverchair IP to create any derivative works, services or products (including tools, algorithms or models) that compete with or provide a substitute for a product offered by Silverchair or its third party providers; (iii) perform penetration testing; (iv) perform any text or data mining or indexing of the Products or any underlying data (v) use the Products or underlying data in conjunction with any third-party technology or (iv) allow any third parties or unauthorized users to access, use or benefit from Silverchair IP in any way For the avoidance of doubt, the exercise of legal rights that cannot be limited by agreement under applicable laws is not precluded.
  • Your responsibilities. You are responsible for any violation of Applicable Laws or regulation, or violation of our or any third party rights (including unauthorized use) related to (i) your Content or your instructions to us; (ii) your combination or modification of Silverchair IP, or use with any other materials; (iii) your failure to install updates we have provided to you; or (iv) your breach of the Agreement. You are also responsible for Claims brought by third parties receiving the benefit of the Products through you. If you use the Products in breach of these Terms, you must delete or destroy any infringing material on our request. You must reimburse us if we incur costs or suffer losses due to a breach of these Terms.

 

3.  Installed Software

  • “Installed Software” means software which is downloaded to or implemented on your servers.
  • License. You may install Installed Software only for your internal Software licenses do not include updates (bug fixes, patches, maintenance releases), upgrades (releases or versions that include new features or additional functionality), APIs or Professional Services unless expressly stated in the Order. Your Order details your permitted installations, users, locations, the specified operating environment and other permissions and restrictions. You may use Installed Software in object code only. You are responsible for backups and may only make necessary copies of the Installed Software for such purposes.
  • Delivery. Unless stated otherwise in your Order, we deliver Installed Software by making it available for You may first need to provide Silverchair with certain identifying information about your system administrator and you may be required to confirm availability or installation of our software.
  • Acceptance. Unless set forth otherwise in an Order, when you download Installed Software and Documentation, you are accepting it for use in accordance with the Agreement.

 

4.  Hosted Software

  • “Hosted Software” means our software applications made available to you via the internet.
  • License. You may use our Hosted Software only for your Internal Use. Your Order details your Authorized Users, locations and other permissions and restrictions. Software licenses do not include updates (bug fixes, patches, maintenance releases) or upgrades (releases or versions that include new features or additional functionality), unless you are on a multi-tenant solution or where you have purchased maintenance including such
  • Delivery. We deliver our Hosted Software by providing you with online access to Unless set forth otherwise in an Order, when you access our Hosted Software, you are accepting it for use in accordance with the Agreement.
  • Content. You grant Silverchair permission to use, store and process your Access and use of your Content by us, our employees and contractors to the extent necessary to deliver the Hosted Software, including training, research assistance, technical support and other services. We will not disclose your Content except to support the Hosted Software, unless required by Applicable Laws (when we will use our reasonable efforts to provide notice to you). We may delete or disable your Content if required under Applicable Laws or where such Content violates the Agreement (and we will use our reasonable efforts to provide notice to you of such action). You may export your Content prior to termination or, where Content cannot be exported and is accessible by us, we may, at your cost and upon execution of an Order for such services, provide you with a copy of such Content.
  • Security. We will inform you in accordance with Applicable Laws if we become aware of any unauthorized third party access to your Content and will use reasonable efforts to remedy identified security Our Hosted Software is designed to protect your Content, however, unless set forth otherwise in your Order, you are responsible for maintaining backups of your Content. If your Content is lost or damaged due to our breach, we will assist you in restoring your Content to the Hosted Software from your last available back up copy.

 

5.  Software Support

  • Our Software support, maintenance and service availability for ScholarOne is outlined below:
    1. Updates are available on dates of our choosing.
    2. Availability. Except for the scheduled maintenance periods set forth in the section below, we endeavor to maintain actual uptime of 99.5% each reporting quarter. You may request an availability report pursuant to the Service Level Reporting section.
    3. Scheduled maintenance. If necessary, we may take the Hosted Software offline to perform maintenance or upgrade the database. We will provide no less than forty-eight hours (48) hours written notice before such scheduled maintenance including a detailed description of the type of maintenance to be performed and length of time for the service We will make reasonable efforts to perform scheduled maintenance outside of peaks hours of operation.
    4. Emergency maintenance. If the Hosted Software requires emergency maintenance, we make commercially reasonable attempts to provide you with as much advance notice as practical and post a notice of the emergency maintenance on the web pages available to you.
    5. Service level reporting. Within five (5) business days of your request, we will send a report for the specific month(s) requested describing the actual uptime, length of service outages in minutes for scheduled maintenance, emergency maintenance, unplanned downtime; the cause for or basis for not meeting the availability target; and specific remedial actions taken by us or that we will undertake to ensure availability targets are achieved in the We will provide each of these report elements with calendar-month granularity across your production stack.
    6. Disclaimer. Support services do not include: (i) visits to your site or (ii) any services for third party equipment or software. In addition, we have no obligation to correct any error resulting from a failure by you to implement a third-party software modification or update recommended by us and provided to you at no We are not responsible for downtime or any other failure to meet the availability requirement if the root cause of the disruption is outside of its control including, but not limited to, failures of hardware or software of upstream service providers or at your location or improper use of the Installed Software or Hosted Software.
    7. Support hours. We will provide support for the reporting of problems and the handling of your questions relating to the operation of Installed Software and Hosted Software during normal support hours, which are 12:01 am Monday through 8:30 pm Friday, Eastern time, excluding major US and Serbian holidays. All inquiries will be handled on a first come, first served basis, however, the most severe reports will be escalated when necessary. We will provide telephone support outside of the support hours upon your request and subject to the applicable This relates to weekends or extra support during non-peak hours.
    8. Information needed when requesting support. You must provide contact information email, name of Journal or Meeting, subject of the issue and description of the problem including error messages and any other necessary information in order for us to deal with the
    9. How to request support. You can request support as follows:

For ScholarOne Abstracts, refer to contact details available at: https://clarivate.com/webofsciencegroup/support/scholarone-abstracts/

  • Submit via email, refer to contact details available at:

For ScholarOne Manuscripts: s1help@clarivate.com

For ScholarOne Abstracts: s1abstractshelp@clarivate.com

 

6.  Professional Services

  • Definition. “Professional Services” means any professional services, including but not limited to implementation, customization, configuration, transition services, administrative services, and other consulting services to be provided by Silverchair.
  • License. Unless otherwise set out in the Order, we retain all intellectual property rights in and to the deliverables set out in the You receive a license to use the deliverables set out in the Order solely to the extent necessary to utilize the deliverables for your Internal Use. With respect to deliverables involving any configurations or modifications to our pre-existing products, we retain all intellectual property rights in and to such deliverables, and you receive a license to use them in the same way you are licensed to use the relevant Product. You agree deliverables are deemed accepted upon delivery unless agreed otherwise in an Order.
  • Changes. Either of us may make written (including email) requests to change any aspect of the Professional Services, provided that no change will take effect unless and until we have each signed a formal change order setting out the impact of the change and any consequential changes required to the Neither of us will unreasonably withhold our agreement to a change.
  • Access. As required for Silverchair to perform the relevant Professional Services, if applicable, you must provide reasonable access to your sites, equipment and systems and ensure the health and safety of our personnel on your premises and full cooperation from your qualified and experienced personnel as reasonably We will take reasonable steps to ensure that while on your site our personnel comply with reasonable security, health and safety and confidentiality requirements that are notified to Silverchair in advance.

 

7.  APIs and Data Feeds

  • Silverchair may make application programming interfaces (“APIs”) available to you to configure our Hosted Software and Installed Software (collectively “Software”) or otherwise allow our Software to interoperate with third-party programs or services (“Client Configurations”). Such APIs may only be used with the associated Software and in accordance with the applicable Documentation and/or terms of use. We disclaim all liability for Client Configurations.
  • Our API and data feed keys must not be: (i) shared in any way; (ii) used for multiple interfaces; or (iii) used in any way that mimics any material functionality of any Products developed or marketed by Silverchair, or would reasonably be deemed competitive to any Products offered by Silverchair, our affiliates or third party providers. You must demonstrate interfaced systems if reasonably requested by us.
  • ScholarOne Web Services API license.
  1. Our Web Services API may connect your application of Hosted Software with any third party software, including your own. You may use the API to access Hosted Software to extract, ingest, maintain, display and use your Content.
  2. (i) we must approve the following in advance: (a) all third party software accessible via the API and (b) the enquiries per minute to the API; and (ii) you are solely responsible for licenses, consents, approvals and support required from third parties for all third party software accessible via the API.
  3. We have no obligation to support or update the API unless otherwise agreed in writing.

 

8. Transparent Peer Review

  • Transparent Peer If you purchase Transparent Peer Review, the following terms apply:
    1. Reviews may only be posted publicly if (i) the author has opted into public posting of the review and has created a profile on Web of Science, part of Clarivate, subject to the Clarivate Terms of Use (available at https://clarivate.com/legal-center/terms-of-business/) and Clarivate Editorial Selection Process and Editorial Disclaimer (available at https://clarivate.com/products/scientific-and-academic-research) both of which are incorporated herein by reference, and (ii) you have provided us the DOI for the relevant article. If the author has opted-in, you hereby grant to us a worldwide, royalty-free, fully paid-up, non- exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such review, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

 

9.  Web of Science Reviewer Locator and Web of Science Reviewer Recognition Service

  • Web of Science Reviewer Locator and Web of Science Reviewer Recognition Service, a part of Clarivate. If you purchase Web of Science Reviewer Locator and Web of Science Reviewer Recognition Service, which we resell under an alliance agreement with Clarivate, the following additional terms apply which are incorporated herein by reference:
    1. Clarivate Terms, Clarivate Data Processing Addendum, and Web of Science Reviewer Recognition-specific product terms: available at https://clarivate.com/legal-center/terms-of-business/.

 

10. Web of Science Author Connect

  • Web of Science Author Connect, a part of Clarivate. If you purchase Web of Science Author Connect, which we resell under an alliance agreement with Clarivate, the following additional terms apply which are incorporated herein by reference:
    1. Clarivate Terms, Clarivate Data Processing Addendum, and Author Connect-specific product terms: available at https://clarivate.com/legal-center/terms-of-business/.
    2. Applied Info Group Terms set out below: Clarivate operates Web of Science Author Connect through an exclusive service provider, Applied Info Group, a Zeta Global Company (“Service Provider”). Service Provider distributes email campaigns at our direction.
    3. In connection with each campaign, our responsibilities include:
      • preparing a list of names of the authors;
      • ensuring that all authors have consented to be contacted by letter for marketing purposes at the time of sending the Authors Information to the Service Provider;
      • preparing a list of the authors’ email addresses;
      • reviewing the Draft Email (as defined below) you provide and agree with you on any changes which we believe may be necessary;
      • circulating the agreed Draft Email to the Service Provider who will then circulate it to authors on or before the delivery date subject to any pending changes;
      • checking the lists and remove any author who have opted out;
      • providing the authors information to the Service Provider;
      • ensuring that the Service Provider sends the campaign on the agreed delivery date outlined in the Order Form;
      • confirming the numbers of authors names within 8-10 business days of the campaign request being submitted;
      • sending you tests within 48 hours of submission of the Draft Email to us. Once you approve the tests according to our directions, the campaign will be scheduled for delivery at a specified date and time (in Eastern time). The campaign can be sent within the next 24 hours after we receive your approval;
      • removing all authors who have opted out with respect of the list of authors for each campaign; and
      • implementing appropriate technical and organizational measures to protect the suppression file against loss, unauthorized access, use, disclosure, acquisition, alteration or destruction and all other unauthorized or unlawful forms of processing.
      • In connection with each campaign, your responsibilities include:
      • supplying a draft email the html and plain text (“Draft Email”);
      • supplying us a list of the names and email addresses of authors who have opted out; and
      • including in the Draft Email any opt-out message which we inform you is required in connection with the email.

 

11. Charges

  • Payment and taxes. You must pay our charges and reasonable expenses, together with any applicable taxes, without deduction within 30 days of the date of invoice, unless otherwise provided on your Payment must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful interest rate (whichever is lower) for late payment plus our reasonable collection costs, including attorneys’ fees. Our fees are exclusive of tax, and shall be paid by you free and clear of all deductions or withholdings provided, if you are required by law to deduct or withhold you will be responsible for paying to Silverchair such additional amount as will, after such deduction or withholding has been made, leave Silverchair with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. Invoice disputes must be notified in writing to Silverchair within 15 days. Once resolved, payment of disputed invoices will be due immediately.
  • Changes. We may change the charges for the Products with effect from the start of each renewal term by giving you at least 60 days’ written If we believe your creditworthiness has deteriorated, we may require full or partial payment before the continued performance of services. If you receive an electronic request to change our banking account number, you should contact our Treasury Department.
  • Increases in usage. If your Order includes limits on usage, you must pay additional charges if you exceed those limits, based on the rates specified on the Order or our current standard pricing, whichever is If you have enterprise wide or site wide access set out in your Order, our charges are established based on the size of your organization, anticipated number of users, site locations and population served as at the date of the Order, and if any one or a combination of these elements materially increases (e.g. if you acquire a new affiliate), we reserve the right to vary the charges.

 

12. Privacy

  • Data Privacy Laws. Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with applicable laws relating to the use of personal data relating to individuals (“Data Privacy Laws“), including without limitation any laws relating to individual rights and cross-border At all times, we will treat personal data in accordance with the Silverchair privacy notice available at https://www.silverchair.com/legal/, which is incorporated by reference into these Terms. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any investigation, claim, allegation, action, suit, proceeding or litigation with respect to an alleged breach of Data Privacy Laws in relation to activities under the Agreement. Each of us will maintain and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the personal data. You may not, use personal data included in the Products (to the extent such data was not provided by you or collected by Silverchair on your behalf) to send bulk or mass emails or email blasts; to publish or distribute any advertising or promotional material; or to otherwise use such data in a manner that is prohibited by applicable law. You may not, for any purpose whatsoever, process (nor allow to be processed) any personal data that is within the Products (to the extent such data was not provided by you or collected by Silverchair on your behalf) in any AI Technologies. You acknowledge that you are responsible for your own compliance with Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data. If we process personal data as a processor on your behalf, the terms of the data processing addendum at https://www.silverchair.com/legal/ are incorporated by reference. ‘Data controller’, ‘personal data’ and ‘processor’ will have the meaning given in the applicable Data Privacy Law(s) or the data processing addendum, where applicable.
  • Personal Data. You are the ‘controller’ of ‘personal data’ collected and processed by your ScholarOne solution, in each case as such words are defined in applicable Data Privacy Laws. As controller, you are responsible for providing a privacy notice for users of your ScholarOne solution and, as required by applicable law, the Silverchair data processing addendum available at https://www.silverchair.com/legal/ will apply. You acknowledge that ‘personal data’ uploaded to your ScholarOne solution will include only ‘personal data’ appropriate for available standard features in your ScholarOne solution.

 

13.  Confidentiality

Each of us will (i) use industry standard administrative, physical and technical safeguards to protect the other’s confidential information; (ii) only use the confidential information of the other for purposes related to the performance of the Agreement (including our provision of the Products); and (ii) not disclose such confidential information to anyone else except to the extent required by Applicable Laws or as necessary to perform, manage or enforce the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidential information of the other by statute or court order, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification. Confidential information of each party includes any information marked as confidential, or which a reasonable person would consider as being confidential, including information relating to Silverchair IP (including how it is developed and any underlying models or databases) or pricing, but shall not include information that is or becomes public or known on a non-confidential basis other than through breach of any duty or obligation of confidentiality.

 

14.  Audit

  • Audit right. Without limiting Silverchair’s right to electronically monitor usage of the Products, we or our representatives may audit your compliance with the Agreement, on at least 10 business days’ notice and during normal business hours, provided that we will not audit more than once in 12 months, unless we reasonably believe you are in breach or we are required to by a third party
  • Costs. If an audit reveals that you have breached the Agreement, you will pay (i) any underpaid charges; and (ii) the reasonable costs and expenses of undertaking the audit if you have underpaid the charges by more than 5% or if those costs are imposed on Silverchair by a third party provider.

 

15.  Warranties and disclaimers

  • LIMITED WE WARRANT THAT (i) WE PROVIDE THE PRODUCTS USING COMMERCIALLY REASONABLE SKILL AND CARE; (ii) OUR INSTALLED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS DOCUMENTATION FOR 90 DAYS AFTER DELIVERY; AND (iii) OUR HOSTED SOFTWARE WILL SUBSTANTIALLY CONFORM TO ITS THEN-CURRENT DOCUMENTATION. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR DELIVERY OF THE PRODUCTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, THESE WARRANTIES AND ANY PRODUCT-SPECIFIC WARRANTIES THAT MAY BE INCLUDED IN YOUR ORDER ARE THE EXCLUSIVE WARRANTIES FROM SILVERCHAIR AND WE DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS,EXPRESS OR IMPLIED, INCLUDING OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS.
  • IF WE CANNOT RECTIFY ANY VALID SOFTWARE WARRANTY CLAIM WITHIN A REASONABLE PERIOD YOU MAY CANCEL YOUR LICENSE OF THE AFFECTED SOFTWARE BY WRITTEN NOTICE TO US. WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES BASED ON A FIVE (5) YEAR STRAIGHT-LINE DEPRECIATION FROM THE EFFECTIVE DATE OF THE APPLICABLE ORDER FOR THE SOFTWARE.
  • PROFESSIONAL WE WILL RECTIFY PROFESSIONAL SERVICES IF YOU GIVE US WRITTEN NOTICE OF A VALID WARRANTY CLAIM WITHIN 30 DAYS OF DELIVERY. IF WE CANNOT RECTIFY ANY VALID WARRANTY CLAIM WITHIN A REASONABLE PERIOD WE WILL WITHOUT ANY FURTHER LIABILITY REFUND ALL APPLICABLE CHARGES RELATED TO THE DEFECTIVE SERVICE AND WE MAY TERMINATE THE AFFECTED SERVICES BY WRITTEN NOTICE TO YOU.
  • NON-RELIANCE. YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF THE YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTION OR DAMAGES RESULTING FROM ANY DECISIONS YOU (OR ANY OTHER PARTY ACCESSING THE PRODUCTS THROUGH YOU) MAKE IN RELIANCE ON THE PRODUCTS.
  • THIRD PARTY WE DO NOT ACCEPT ANY RESPONSIBILITY FOR, AND WILL NOT BE LIABLE FOR CLAIMS ARISING FROM, THIRD PARTY TECHNOLOGY OR ANY THIRD PARTY MATERIALS ACCESSIBLE VIA LINKS IN THE PRODUCTS.

 

16.  Liability

  • Unlimited liabilities. Neither of us excludes or limits liability for (i) fraud, (ii) death or personal injury caused by negligence, (iii) claims for payment or reimbursement or (iv) any other liability, including gross negligence, where not permitted to do so under Applicable Laws and nothing in the Agreement shall be interpreted to do
  • Excluded losses. Neither of us will be liable for (i) lost profits, lost business, lost revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental or exemplary damages, indirect or consequential losses, or anticipated
  • Limitation. The aggregate liability of each of us (and of any of Silverchair’s third party providers) for all claims arising out of or in connection with the Agreement, including for breach of statutory duty, in tort or in negligence (collectively “Claims”), will not exceed the amount of any actual direct damages up to the amounts payable in the 12 months prior to the first incident under which liability arose (or where the claim arose in the first 12 months of the Agreement, the amounts that would have been payable in the first 12 months) for the Product that is the subject of the
  • Claims. You may not assign or transfer Claims and you must bring Claims within 12 months of
  • No liability. We will not be responsible for failures, errors or delays that occur because of (i) your or a third party’s technology or network; (ii) your actions or inaction (other than proper use of the Product), such as failing to follow the usage instructions or adhering to the minimum recommended technical requirements; (iii) changes you make to the Products; (iv) your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems; (v) your failure to install updates we have provided to you; or (vi) other causes not attributable to If we learn that the Product failed because of one of these, we reserve the right to charge you for our work in investigating the failure at our then currently applicable rates. At your request we will assist you in resolving the failure at a fee to be agreed upon.
  • Third party intellectual property. If a third party sues you claiming that a Product as provided by Silverchair infringes their intellectual property rights then, provided your use of such Product has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by us, provided that you (i) promptly notify Silverchair in writing of the claim; (ii) supply information we reasonably request; and (iii) allow Silverchair to control the defense and We have no liability for Claims to the extent caused by items not provided by us. In relation to liability arising solely from one of our third party providers’ data, software or other materials, our liability will be limited to the amount we recover from that third party supplier divided by the number of Claims by our customers, including you.
  • Mitigation. Each of us shall take reasonable steps to limit and mitigate any losses, liability, Claims or other costs it may incur under the Agreement and which it may seek to recover from the other, including under any reimbursement or Further, in the event a Product infringes or may infringe a third party’s intellectual property rights we may, at our expense and option: (a) replace or modify the Product to make it non-infringing, while maintaining equivalent functionality; (b) procure the right for you to continue using the Product pursuant to this Agreement; or (c) terminate the Product and provide you a refund on a pro-rata basis.
  • Equitable relief. Each of us agrees that damages may not be a sufficient remedy for any misuse of the others intellectual property, confidential information or trade secrets, and each of us may seek equitable relief (including specific performance and injunctive relief) as a remedy for breach of the

 

17.  Term, Termination

  • Term. The term and any renewal terms for the Products are described in your If either of us does not wish to renew the Products set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notice before the end of the then current term.
  • Suspension. We may on written notice suspend or limit your use of the Products or other Silverchair IP, or terminate the Agreement, (i) if required to do so by a third party provider, Applicable Laws, court or regulator; (ii) if you become or are reasonably likely to become insolvent or affiliated with one of our competitors; or (iii) if there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement (including payment); or a violation of third party rights or Applicable Laws. Our notice will specify the cause of the suspension or limitation and, as applicable, the actions you must take to reinstate the If you do not take the actions or the cause cannot be remedied within 30 days, we may terminate the Agreement. Charges remain payable in full during periods of suspension or limitation arising from your action or inaction.
  • Termination. We may terminate the Agreement, in whole or in part, in relation to a Product which is being discontinued, on 90 days’ written Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and (if capable of remedy) fails to cure the material breach within 30 days of being notified to do so. Unless we terminate for breach or insolvency, fees will be due for all Products provided through the termination date and any pre-paid charges will be refunded on a pro-rated basis for terminations in accordance with the Agreement. Transition assistance may be provided upon the execution of an Order for such services.
  • Effect of termination. Except to the extent we have agreed otherwise, upon termination, all your licenses and usage rights granted end immediately and you must permanently uninstall, expunge, delete or destroy the Products and Silverchair IP (including any copies thereof) in your or any third party’s control or possession and, if requested, confirm this in Termination of the Agreement will not (i) relieve you of your obligation to pay Silverchair any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.

 

18.  Force majeure

Other than payment obligations, neither of us shall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by such party; for example, acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, power failure, equipment failure, industrial or labor dispute, and the like.

 

19.  Third party rights

Our affiliates and third party providers benefit from our rights and remedies under the Agreement. No other third parties have any rights or remedies under the Agreement.

 

20.  General

  • Assignment. You may not assign or transfer the Agreement to anyone else without our prior written We will provide you with written notice if we assign or transfer the Agreement, in whole or in part, as part of our business reorganization, which we may do provided the Products will not be adversely affected.
  • Marketing. We may refer to you as a customer and use your trade names, trademarks, service marks, logos, domain names and other brand features in our marketing materials, customer lists, presentations and related
  • Amendment. We may amend the Agreement from time to time, with such changes being effective upon
  • Enforceability. The Agreement will always be deemed modified to the minimum extent necessary for it to be enforceable, unless modification fundamentally changes the
  • Non-solicitation. We are an independent You must not directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or engagement any personnel of Silverchair during the term and for 12 months thereafter. Employment resulting from a general public advertisement or search engagement not specifically targeted at the relevant personnel is not restricted.
  • We may perform some or all of our obligations from any of our offices globally or through any of our affiliates or third parties. Such affiliates and third parties are obligated to confidentiality obligations and we remain responsible for their performance.
  • Headings and summaries. Headings and summaries shall not affect the interpretation of the
  • Waiver. Neither of us waives our rights or remedies by delay or
  • Governing law and jurisdiction. If a dispute arises related to this Agreement or an Order, we agree to meet with you to try and resolve it before commencing any legal proceedings. Should such resolution attempts fail, any Claim arising out of or in connection with the Agreement (including its formation) is subject to the exclusive governing law and exclusive jurisdiction specified in the EACH PARTY EXPRESSLY AND KNOWINGLY WAIVES ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
  • Precedence and notice. In the event of any conflict within the Agreement, the descending order of precedence is: the Order; these Terms; any remaining terms and conditions of the Agreement. Notices for Silverchair must be directed to legal@silverchair.com. Notices for you will be directed to the Client entity and address identified in the Each of us may update our notice information upon prior written notice to the other.

Please direct any questions or comments concerning these Terms to info@silverchair.com.

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