The following documents represent the terms of use and licensing agreements for all products and services associated with Al Manhal.
- Consumer Terms of Use and License Agreement
- Institutional Perpetual License Agreement
- Institutional Subscription License Agreement
Last updated December 8, 2016
CONSUMER TERMS OF USE AND LICENSE AGREEMENT
By using the Services available at this site you agree to comply with the following terms and conditions. THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF AL MANHAL, SO PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY.
For purposes of this Agreement, "Al Manhal" is Al Manhal FZLLC; “you” or “User” refer to the person who completed the registration process and created an account with Al Manhal and/or is otherwise accessing the Services offered by Al Manhal; "Services” means the Al Manhal website, platform, Internet services and mobile device apps (“Apps”) and related products to which you have purchased access or a subscription as well as audiobooks and eBooks to which you have purchased access or a subscription and periodicals to which you have purchased a subscription; "Platform" shall mean the products made available by Al Manhal; “Publications” means audiobooks, eBooks, journals and publication related content; and “Terms” or “Agreement” means these Consumer Terms of Use and License Agreement.
Al Manhal disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to.
1. Deemed Acceptance. By creating an account with Al Manhal or otherwise using any Service or Al Manhal related service, you represent that have read, understand, and agree to be bound by these Terms and to comply with all applicable laws and regulations. These Terms constitute a binding agreement between you and Al Manhal. If you do not agree to these Terms, you may not use the Service. Al Manhal reserves the right to immediately terminate your access to the Service, if you do not comply with these Terms.
2. License Grant. Subject to the terms of this Agreement, Al Manhal hereby grants to the User a non-exclusive and non-transferable right for the User to access and use the Service ordered by the User according to the terms and conditions of this Agreement. The Services made available to the User are the subject of copyright protection, and the original copyright owner (Al Manhal or its licensors) retains the ownership of the Services and all portions thereof. Al Manhal does not transfer any ownership, and the User may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Service or any portion thereof without the prior written consent of Al Manhal, except as specifically authorized in this Agreement.
3. Authorized Use. Certain portions of the Service are available only to companies or individuals who have registered with and obtained a password from Al Manhal. By registering with Al Manhal, if you are an individual, you certify that you are at least 18 years of age. While registering with Al Manhal, you must provide true and accurate data which includes your geographical location, personal details and billing information. The responsibility for maintaining and updating this data lies solely with you. You will maintain and promptly update your information to keep it true, accurate, current and complete. You agree not to misrepresent geographical locations, use proxies, use IP spoofing or by any other means to hide the origin of any message you send or purchase you make through the Service. You agree not to pretend to be any other individual or identity. Al Manhal reserves the right to terminate an account for untrue or inaccurate data provided at any time. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account, including the selection and use of all content and Services. The responsibility for maintaining the confidentiality of the password and the account information rests entirely with you. You agree to immediately notify Al Manhal of any unauthorized use of your password or account or any other breach of security.
4. Restrictions. You agree to abide by any contractual restrictions, copyright restrictions or other restrictions (contractual restrictions, copyright restrictions and other restrictions collectively referred to as “Restrictions”) provided by Al Manhal (or its licensors) and specified in these Terms or in the Service. Except as permitted by Al Manhal (or its licensors), you acknowledge that you do not acquire any ownership or other intellectual property rights by downloading Publications accessed through the Service. Except as explicitly required under copyright law or permitted by the features of the Service you may not modify, decompile, disassemble, translate, reverse engineer, publish, transmit, display, participate in the transfer or sale, create derivative works of, or in any way commercially exploit or provide to a third party the content of the App, the Publications, the Service or any portion of them without the express permission of Al Manhal (or its licensors). Any unauthorized use of the Service may violate applicable laws including copyright and trademark laws. If any illegal activity is detected, Al Manhal reserves the right to terminate your account and/or your access immediately.
5. Variations in Content. The content provided as part of the Service is primarily owned and supplied to Al Manhal under agreement with third party licensors, and is subject to the continuation and extent of the license granted under such agreements. Al Manhal shall have the right, in its reasonable and good faith discretion, to remove or modify content in the Service because (a) Al Manhal’s right to distribute such content lapses, (b) such content contains errors or could be subject to an infringement or other adverse claim by a third party, or (c) particular content collections have changed due to editorial selection, coordination, or arrangement of materials.
6. Fees and Payments. You agree to pay the fees for the Service shown on the Purchase Order within the time period specified therein.
7. Place. The Service is controlled, operated and administered by Al Manhal from its offices within the United States of America. If you access the Service from a location outside the United States, you are responsible for compliance with all local laws that apply to you. You agree that you will not use the Service or any Publications accessed through the Service in any country or in any manner prohibited by the United States Export Administration Act or any other applicable laws, restrictions or regulations.
8. User Content. Al Manhal reserves all rights to monitor the content published and inputted by you for the purpose of determining whether you are compliant with these terms and conditions and other operating rules determined by Al Manhal. Al Manhal has the right to take decisions about the content and delete them at its own will.
9. No Editorial Control. Al Manhal is an aggregator and distributor and NOT a publisher of the Publications and so Al Manhal has no editorial control over the content, including opinions, advice, statements, services or offers that are represented in the Publications. Al Manhal will not take responsibility for the accuracy or the reliability of any information or facts provided in the Service or that are made available through the Service. Any opinions, advice, statements, services, offers or other information or content expressed or made available by third parties, including those made in the Publications offered through the Service, are those of the respective author(s) or publisher(s) and not of Al Manhal.
10. Third-Party Sites. Al Manhal will not be liable for any loss or damage caused by your reliance on information obtained through the Service or from the Publications. The Service may contain links to other Internet sites and third-party resources and Al Manhal does not assume any responsibility or liability for communications or materials available at such linked sites. These links are provided for your convenience only. You are solely responsible for understanding any terms and conditions that may apply when you visit or place an order through a third-party site.
11. Third Party Resources. Al Manhal is not responsible if any third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the User. While Al Manhal will make best efforts to help troubleshoot problems, the User acknowledges that certain aspects of functionality may be dependent on third party resources providers who may need to be contacted directly for resolution.
12. Modification or Suspension of Service. Al Manhal reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that Al Manhal shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. Service Level. If the Service or content is hosted by Al Manhal, Al Manhal will use commercially reasonable efforts to provide access to the Service on a continuous 24/7 basis (except for regularly scheduled maintenance) and free from viruses or other harmful software. Al Manhal shall not be liable for any failure or delay or interruption in the Service or failure of any equipment or telecommunications resulting from any cause beyond Al Manhal’s reasonable control. The User is responsible for providing all required information for account set up and activation, and for its own telecommunications connections and related third-party charges.
14. Limited Warranty and Disclaimer Of Warranty. THE SERVICE AND ALL PUBLICATIONS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AL MANHAL, AFFILIATES, SUPPLIERS, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE SERVICE, EVEN IF ASSISTED BY AL MANHAL. AL MANHAL SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPABILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY AL MANHAL WITH THE SERVICE AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING RELIABLE INTERNET CONNECTIVITY AND YOUR DEVICE. AL MANHAL IS NOT RESPONSIBLE FOR YOUR INABILITY TO DOWNLOAD CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AL MANHAL OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY.
15. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AL MANHAL FOR CLAIMS ARISING FROM YOUR USE OF THE SERVICE OR PUBLICATIONS OR OTHERWISE SHALL BE LIMITED TO THE FEES PAID BY YOU TO AL MANHAL IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL AL MANHAL NOR ITS AFFILIATES, SUPPLIERS LICENSORS, OR AGENTS BE LIABLE UNDER ANY THEORY OF LAW, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (B) ANY CLAIM RELATED TO USER’S USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE SERVICE, OR (C) UNAUTHORIZED USE OF THE SERVICE.
16. Indemnification. You agree to indemnify Al Manhal its licensors, its employees and its affiliates (i) from all claims, demands, actions, damages, costs and liabilities arising out of your use or misuse of the Service and (ii) against any actions by you that are not consistent with any applicable laws or Restrictions.
17. Taxes. All sales related taxes will be paid by the User as per the taxation norms that may change from time to time based on the location of the User. All pricing and tax on the Apple iTunes App will be governed by Apple's iTunes Terms and Conditions.
18. Term. The User’s access to a particular Service shall continue for the period specified on the purchase order, plus any agreed renewal period(s). This Agreement shall continue in force for so long as the User subscribes to at least one Service. Thereafter, the following survive: this provision, Clause 7, Clause 13, Clause 14, Clause 15 and any perpetual licenses (subject to all relevant use restrictions and security requirements).
19. Material Breach. If a party breaches a material term of this Agreement and does not cure such breach within 15 days from written notice, the other party may immediately terminate this Agreement in whole or as to the affected Service. If this Agreement is terminated in whole or in part for User’s breach, (a) Al Manhal shall disable access to any terminated Service, (b) Customer shall destroy any files, information, data or software derived from any terminated Service in its possession or control, and certify destruction upon request and (c) Al Manhal reserves the right to pursue all available legal remedies.
20. Remedial Action. Without limiting the above, Al Manhal may suspend delivery of the Service if it reasonably determines that User’s failure to comply with this Agreement may cause irreparable harm to it or its licensors. If delivery is suspended, Al Manhal will work in good faith to restore User’s access as soon as possible.
21. Force Majeure. Neither Al Manhal 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.
22. No Refunds. Your satisfaction is very important to us. However all sales are final and no refunds in full or in part will be issued to you.
23. Apple iTunes App Subscriptions. All Apple iTunes App subscriptions bought through Al Manhal are auto renewable. The subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period.
24. Trademarks. "Al Manhal", "almanhal.com" and all other related words and domain names are the trademarks and the property of Al Manhal. All other trademarks, logos, company names and the like are the property of their respective owners.
25. Entire Agreement. These Terms and any other rules, guidelines, licenses and disclaimers posted on the Service constitute the entire agreement between Al Manhal and you with respect to your use of the Service and supersede all previous written or oral agreements between us with respect to the subject matter hereof. There are no representations, warranties, promises, covenants or undertakings, except as described here. If you use purchase orders in conjunction with this Agreement, then the you agree that the following statement is hereby automatically made part of such purchase orders: "The terms and conditions set forth in the Consumer Terms of Use and 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."
26. No Assignment. This Agreement and the license granted herein may not be assigned by you to any third party without written consent of Al Manhal.
27. Revisions to Terms. Al Manhal reserves the right to revise these Terms from time to time. Please refer to the Al Manhal website and Al Manhal Apps periodically for any changes. The update date first written above is used to alert you to recent modifications. Your access or use of the Service subsequent to such an update will signify your assent to be bound by such changes.
28. Severability. 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.
29. IP Addresses. Al Manhal grants you a non-transferable right to utilize any IP addresses provided by Al Manhal to you to be used with the Service. Al Manhal does not transfer any ownership of the IP addresses it provides to you. In the event of termination of your license to the Service, the your right to utilize such IP addresses will cease.
If you have any questions regarding our terms and conditions, please email us at info@almanhal.com
Exhibit A: Permitted Uses
1. Online Research Services. Services designed to facilitate online research may be used for User’s internal research or educational purposes as outlined below provided that doing so does not violate an express provision of this Agreement:
(A) Research and Analysis. User is permitted to display and use reasonable portions of information contained in the Service for educational or research purposes, including illustration, explanation, example, comment, criticism, teaching, or analysis.
(B) Digital and Print Copies. User may download or create printouts of a reasonable portion of articles or other works represented in the Service (i) for its own internal or personal use; (ii) when required by law for use in legal proceedings or (iii) to furnish such information to a third party for the purpose of, or in anticipation of, regulatory approval or purpose provided that the recipient are advised that the copies are confidential and not for redistribution. All downloading, printing and/or electronic storage of materials retrieved through the Service must be retrieved directly from the on-line system for each and every print or digital copy.
(C) Electronic Reserves, Coursepacks, and Intranet Use. Provided that User does not circumvent any features or functionality of the Service, User may include durable links to articles or other works (or portions thereof) contained in the Service in electronic reserves systems, online course packs and/or intranet sites so long as access to such materials are limited to Authorized Users.
2. MARC Records. MARC records may be placed in User’s online public access catalog (OPAC) or shared online catalog (e.g., WorldCat) unless otherwise specified on the Purchase Order with respect to a particular Service.
3. Purchased Content. For perpetual archive licenses (“PAL”) (as specified on the Al Manhal Websites or Purchase Order), User pays a one-time fee for a perpetual license to the designated content (the “Purchased Content”).
(A) Perpetual License. The License to Purchased Content and any updates User receives is perpetual, and may only be revoked if User materially breaches this Agreement, or if the licensed materials contain errors or could be subject to an infringement or other adverse claim by a third party.
(B) File Delivery. If User loses the ability to access its Purchased Content online through Al Manhal (e.g., if Al Manhal discontinues online access services), or if the Purchased Content is otherwise eligible for local loading, User may obtain digital copies upon certifying that it will secure and restrict use of the Purchased Content as contemplated under this Agreement, using systems and technology at least as protective as Al Manhal’s. File transfer costs, if any, are the User’s responsibility.
4. Patron Driven Acquisition (“PDA”). For certain Services, the User may elect to have user activity trigger the purchase of content. Purchase preferences and Service eligibility for the PDA model are described on the Al Manhal Websites.
5. Analytics. Some Services contain library collection analysis capabilities related to library holdings, or functionality that allows Users to create reports, lists, or alerts. User may create, download, store and retain any such analytics or lists delivered by the Service. Al Manhal may use information in the Service for comparison and metrics purposes in order to better understand the User’s needs.
6. Restrictions. Except as expressly permitted above, Users shall not:
(A) Translate, reverse engineer, disassemble, decompile, discover, or modify Al Manhal’s software;
(B) Remove any copyright and other proprietary notices placed upon the Service or any materials retrieved from the Service by Al Manhal or its licensors;
(C) Circumvent any use limitation or protection device contained in or placed upon the Service or any materials retrieved from the Service;
(D) Use the Service to execute denial of service attacks;
(E) Perform automated searches against Al Manahl’s systems (except for non-burdensome federated search services), including automated “bots,” link checkers or other scripts;
(F) Provide access to or use of the Services by or for the benefit of any unauthorized school, library, organization, or user;
(G) Publish, broadcast, sell, use or provide access to the Service or any materials retrieved from the Service in any manner that will infringe the copyright or other proprietary rights of Al Manhal or its licensors;
(H) Use the Service to create products or perform services which compete or interfere with those of Al Manhal or its licensors;
(I) Text mine, data mine or harvest metadata from the Service;\
(J) Communicate or redistribute materials retrieved from the Service; or
(K) Download all or parts of the Service in a systematic or regular manner or so as to create a collection of materials comprising all or a material subset of the Service, in any form.
INSTITUTIONAL PERPETUAL LICENSE AGREEMENT
By using the Services available at this site or by making the Services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the "Agreement"). THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF AL MANHAL, SO PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY.
For purposes of this Agreement, "Al Manhal" is Al Manhal FZLLC; the "Licensee" is the entity or institution that makes available databases and services offered by Al Manhal; "Services” means the Al Manhal website, platform, Internet services and mobile device apps (“Apps”) and related products to which Licensee has purchased access or a subscription; "Platform" shall mean the products made available by Al Manhal; “Publications” means audiobooks, eBooks, journals and publication related content.
Al Manhal disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to.
TERMS 1. DEFINITIONS
In this Agreement, the following expressions shall have the following meanings:
“Al Manhal Trademarks” shall mean the designations AL MANHAL, AL MANHAL TECHNOLOGIES, and any other trademarks, registered or unregistered, of Al Manhal included in the Products.
“Authorized User” shall mean an individual who is authorized by the Licensee to access the Licensee's information services available through the Licensee's Secure Network and who is (i) affiliated with the Licensee as a current student, faculty, library patron or employee, whether from a computer or terminal on the Licensee's Secure Network, or offsite via a secure link to a valid IP address on the Licensee's Secure Network; or (ii) physically present on the Licensee's premises.
“Authorized Vendor” means the reseller, regional network, consortium, or other entity, if any, appointed by Al Manhal, through which Licensee places its order.
“Charges” means the amount Licensee owes to Al Manhal and/or the Authorized Vendor for use of the Products pursuant to the terms and conditions of this Agreement and Invoices.
“Commercial Use” shall mean use for the purposes of monetary reward (whether by or for the Licensee, an Authorized User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Products.
“Course Packs and VLE” means the use of individual articles, chapters or other individual items of the Products for the preparation of academic and other educational course materials, such as course packs including print-outs, copies in print and digital format for use on virtual learning environments (“VLE”) and learning management systems (“LMS”) for use by students and researchers, provided such students and researches qualify as Authorized Users and provided notice of the rights of Al Manhal in the Products are duly presented in the course pack or VLE/LMS, as the case may be.
“Invoice” means the statement Al Manhal and/or its Authorized Vendor provides Licensee, which sets forth the subscriptions, Products, Access Periods, Charges, facilities, number of users, number of concurrent users or other means of usage, and which is incorporated herein by reference.
“Licensee” shall mean the purchasing or subscribing institution as identified above.
“Passwords” shall mean any passwords given by Al Manhal to the Licensee to enable the Licensee to access the Products and related subscriber services.
“Products” shall mean (i) certain Al Manhal online products and web pages and materials contained therein as updated or revised from time to time while this License is in effect and, (ii) subject to a Disruption Event, the Physical Electronic Media.
“Secure Network” shall mean a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users whose identities are authenticated by the Licensee at the time of log-in and periodically thereafter consistent with current best practice and whose conduct is subject to regulation by the Licensee. A cache server or other server or network which can be accessed by unauthorized users is not a secure network for these purposes.
“Server” shall mean either Al Manhal’s server or a third party server designated by Al Manhal on which the Products are mounted and through which the Licensee and its Authorized Users may gain access to the Products by means of the World Wide Web. 2. ACCESS PERIOD
With effect as of the Effective Date and subject to Licensee’s compliance with this License Agreement, Licensee shall be entitled to perpetual access to the Products acquired under this License Agreement (the “Access Period”). 3. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE
3.1 Al Manhal hereby grants to the Licensee upon payment of any applicable Charges a revocable, worldwide, non-exclusive, royalty-free, perpetual-duration license to permit its Authorized Users to access and use the Products specified in the Invoice(s) during the Access Period by means of a Secure Network for the purposes of research, teaching, and private study. The Licensee shall only use and allow its Authorized Users to use the Products in respect of which it has paid the applicable Charges.
3.2 Throughout the Access Period, Authorized Users may:
3.2.1 access the Server by means of a Secure Network in order to search the Products and to view, retrieve, and display portions thereof;
3.2.2 electronically copy and paste the Products;
3.2.3 print out single copies of the Products;
3.2.4 print and/or copy and use limited portions of the Products to fulfill interlibrary loan requests, provided that it complies with the appropriate Copyright law; and/or
3.2.5 use the Products in Course Packs and VLEs,
each of which is subject always to any specific restrictions appearing within a Product in respect of illustrations in that Product.
3.3 The Licensee and Authorized Users may not:
3.3.1 remove or alter Al Manhal’s copyright notices or other means of identification or disclaimers as they appear in the Products or any use of the Products;
3.3.2 systematically make printed or electronic copies of multiple extracts of the Products for any purpose, save for use of the Products in Course Packs and VLEs, as set forth in Item 3.2.5 above;
3.3.3 display or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web, other than a Secure Network;
3.3.4 permit anyone other than Authorized Users to access or use the Products;
3.3.5 use the Products for the benefit of a third party or give any third party beneficial use of the Products, including without limitation, any parent, subsidiary or affiliated entity;
3.3.6 modify the content of the Products;
3.3.7 use all or any part of the Products for any Commercial Use, including without limitation, for publication, broadcasting or to create original content for publication; and/or
3.3.8 create compilations or derivative works, or reverse engineer, decompile or disassemble any part of the Products.
3.4 Al Manhal reserves the right to temporarily disable access to stop unauthorized use of the Products in violation of this Agreement or any other hostile action. The temporary disabling of access in such circumstances is generated by an automatic abuse detection process designed to protect Al Manhal's intellectual property rights in the Products. Upon activation of the process, written notice including details of the actual usage rate detected will automatically be sent to the Licensee, with an email copy to Al Manhal's customer service for follow up purposes. Licensee shall have the right to remedy the breach within thirty (30) days of receipt of written notice from Al Manhal. Once the breach has been remedied or the breaching activity halted, Al Manhal will immediately reinstate access to the Product. If the Licensee does not satisfactorily remedy the breaching activity within thirty (30) days, Al Manhal may terminate this Agreement upon written notice to the Licensee. 4. RESPONSIBILITIES OF THE LICENSEE
4.1 The Licensee will provide Al Manhal on request with all identifying information, including IP address ranges, relating to the Licensee and its Authorized Users necessary to enable Al Manhal to set up and activate the Licensee's subscription to the Products. The Licensee acknowledges that access to the Products under this Agreement is conditional upon the Licensee providing Al Manhal with this information. The Licensee will notify Al Manhal promptly following any additions, deletions or other alterations to the information supplied.
4.2 The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Products online via the Licensee's Secure Network.
4.3 The Licensee will:
4.3.1 be responsible for the confidentiality and all use of its Password(s);
4.3.2 use all reasonable efforts to ensure that only Authorized Users are permitted access to the Products by means of the Licensee's Secure Network; and
4.3.3 take all reasonable steps to ensure that all Authorized Users abide by terms of this Agreement.
4.4 The Licensee will notify Al Manhal as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Licensee’s password(s); (b) any unauthorized use of any of the Licensee’s Password(s); or (c) any breach by an Authorized User or unauthorized user of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee's standard practice. 5. RESPONSIBILITIES OF AL MANHAL
5.1 Al Manhal shall set up and activate the Licensee's subscription to the Products promptly upon receipt of the information to be supplied by the Licensee under clause 4.1 above.
5.2 Al Manhal shall use all reasonable efforts:
5.2.1 to make the Products available to the Licensee throughout the Access Period;
5.2.2 to ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service comparable to current standards in the World Wide Web on-line information provision industry;
5.2.3 to restore access to the Products as soon as possible in the event of an interruption or suspension of the service.
5.3 Throughout the Access Period Al Manhal shall itself provide, or arrange for the provision by a third party, of customer support services to the Licensee via e-mail, to include answering e-mail inquiries from the Licensee and its Authorized Users relating to the use and/or functionality (but not the content) of the Products. Such support services shall be available 24 hours a day, 7 days a week during the Access Period.
5.4 Al Manhal agrees to provide the Licensee with a monthly usage report throughout the Access Period detailing the level of use of the Products by the Licensee's Authorized Users per month. This report will not identify individual Authorized User usage, but will be provided in respect of the IP address range(s) given by the Licensee to the Al Manhal under clause 4.1 above as a whole. 6. ARCHIVAL COPY AND THIRD PARTY ARCHIVES
6.1. Upon the request of the Licensee, Al Manhal shall provide to the Licensee 1 copy of the Products through a mutually agreed upon physical electronic medium, such as CD-ROM, flash memory stick or hard drive, to be maintained as an archival copy (the “Archival Copy”). Al Manhal shall provide the Archival Copy without any digital rights management and any fees for provision of the Archival Copy will be on a time and materials basis only.
6.2. The Licensee acknowledges and agrees to access the Archival Copy only (i) if access to the Products on the Servers is interrupted or suspended for a period of time in excess of forty-eight (48) hours (a “Disruption Event”); and (ii) only within the period during which access remains interrupted or suspended. For the avoidance of doubt, the Licensee agrees to discontinue use of the Archival Copy as soon as access to the Products on the Servers is restored. Access to and use of the Archival Copy shall be governed by the terms and conditions of this Agreement.
6.3. Al Manhal acknowledges that the Licensee may engage the services of third-party trusted archives and/or participate in collaborative archiving endeavors to exercise the Licensee’s rights under this section of the Agreement. Al Manhal agrees to cooperate with such archiving entities and/or initiatives as reasonably necessary to make the Products available for archiving purposes. The Licensee may perpetually use the third-party trusted system to access or store the Products, so long as the Licensee's use is otherwise consistent with this Agreement. Al Manhal further acknowledges and agrees that, in using the third-party archival system, the Products may be made available to other system participants who indicate a right to those Products. 7. PAYMENTS BY THE LICENSEE
7.1. The Charges will be Invoiced to the Licensee by Al Manhal or its Authorized Vendor.
7.2. In consideration of the rights granted by Al Manhal under this Agreement, the Licensee shall pay the Charges due to Al Manhal or its Authorized Vendor, upon receipt of an appropriate Invoice. The Charges are exclusive of value added tax. Licensee shall be responsible for paying any value added tax, sales tax, or any other relevant government taxes, unless the Licensee is entitled to tax exemptions and provides Al Manhal with appropriate documentation confirming its tax exemption status upon Al Manhal’s request.
8. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
8.1 The Licensee acknowledges that all copyrights, patent rights, Al Manhal Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Products (collectively the "Al Manhal Intellectual Property"), are the sole and exclusive property of Al Manhal (or its licensors) and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Products in accordance with the terms and conditions of this Agreement.
8.2 The Licensee shall notify Al Manhal promptly (i) of the facts and circumstances surrounding any unauthorized possession or use of the Products, or Al Manhal Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Products infringe an intellectual property or proprietary right of any third party. 9. REPRESENTATIONS AND WARRANTIES
9.1 Al Manhal 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 Products do not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
9.2 Al Manhal warrants that the Products will perform substantially as documented on Al Manhal’s public website. THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AL MANHAL, ITS AFFILIATES, SUPPLIERS, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE PRODUCTS, EVEN IF ASSISTED BY AL MANHAL. AL MANHAL SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPABILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY AL MANHAL WITH THE PRODUCTS AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE PRODUCTS.
9.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AL MANHAL AND/OR ITS LICENSORS FOR CLAIMS RELATED TO THE PRODUCTS OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES RECEIVED BY AL MANHAL FROM THE LICENSEE (OR THE AUTHORIZED VENDOR) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL AL MANHAL NOR ITS AFFILIATES, SUPPLIERS LICENSORS, OR AGENTS BE LIABLE UNDER ANY THEORY OF LAW, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (B) ANY CLAIM RELATED TO USER’S USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE PRODUCTS, OR (C) UNAUTHORIZED USE OF THE PRODUCTS.
9.4 In no circumstances will Al Manhal be liable to the Licensee or any third party for any loss resulting from a cause over which Al Manhal does not have direct control, including but not limited to the availability of the Internet and/or failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, or operator errors. 10. INDEMNIFICATION AND FORCE MAJEURE
10.1 Al Manhal shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Al Manhal that constitutes a breach of Al Manhal's warranties hereunder.
10.2 The Licensee shall defend, indemnify, and hold Al Manhal harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorized use or dissemination of the Products by the Licensee or Authorized Users and (ii) any violation of this Agreement or of any third-party’s rights by the Licensee or Authorized Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
10.3 The obligations in clauses 10.1 and 10.2 will survive the termination of this Agreement.
10.4 Regardless of the form of action, no action arising from this Agreement may be brought by the Licensee more than twelve (12) months after the cause of action arises.
10.5 The Licensee and Al Manhal shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Should any delay in performance occur arising out of any of the foregoing events, a party's obligations that are dependent upon performance of the delayed event by the other party shall be extended correspondingly. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances. 11. TERM AND TERMINATION
11.1 This Agreement shall continue in effect for the duration of the Access Period.
11.2 Any notice or other communication regarding this Agreement will be in writing and given either (a) by postpaid registered or certified mail return receipt requested, (b) by courier service, (c) by hand, or (d) by facsimile or electronic mail with a copy concurrently sent by one of the above methods. All other communication to be given hereunder may be by electronic mail or in writing given by any commercially reasonable method. Notices will be deemed effective on the date actually received.
11.3 Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without limitation, a breach by the Licensee of the provisions of clause 3.3 or 4.3 or 7 above would constitute a material breach of this License.
11.4 Al Manhal may terminate this Agreement without liability to the Licensee in the event the Authorized Vendor fails to pay the Charges due by the Authorized Vendor to Al Manhal in respect of this Agreement. Licensee acknowledges that its sole remedy in such circumstances is against the Authorized Vendor and not Al Manhal. 12. GENERAL
12.1 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.
12.2 Nothing in this Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between Al Manhal and Licensee. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
12.3 Neither party will transfer or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the written consent of the other party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, however, either party may assign this Agreement to a successor in interest (or its equivalent) of all or substantially all of its relevant assets, whether by sale, merger, or otherwise.
12.4 This Agreement constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by both parties.
12.5 No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
12.6 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.
12.7 Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.
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INSTITUTIONAL SUBSCRIPTION LICENSE AGREEMENT
By using the Services available at this site or by making the Services available to Authorized Users, the Authorized Users and the Licensee agree to comply with the following terms and conditions (the "Agreement"). THESE TERMS CONTAIN WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT THE LIABILITY OF AL MANHAL, SO PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY.
For purposes of this Agreement, "Al Manhal" is Al Manhal FZLLC; the "Licensee" is the entity or institution that makes available databases and services offered by Al Manhal; "Services” means the Al Manhal website, platform, Internet services and mobile device apps (“Apps”) and related products to which Licensee has purchased access or a subscription; "Platform" shall mean the products made available by Al Manhal; “Publications” means audiobooks, eBooks, journals and publication related content.
Al Manhal disclaims any liability for the accuracy, completeness or functionality of any material contained herein, referred to, or linked to.
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TERMS
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| 1. DEFINITIONS
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In this Agreement, the following expressions shall have the following meanings:
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“Al Manhal Trademarks” shall mean the designations AL MANHAL, AL MANHAL TECHNOLOGIES, and any other trademarks, registered or unregistered, of Al Manhal included in the Products.
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“Authorized User” shall mean an individual who is authorized by the Licensee to access the Licensee's information services available through the Licensee's Secure Network and who is (i) affiliated with the Licensee as a current student, faculty, library patron or employee, whether from a computer or terminal on the Licensee's Secure Network, or offsite via a secure link to a valid IP address on the Licensee's Secure Network; or (ii) physically present on the Licensee's premises.
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“Authorized Vendor” means the reseller, regional network, consortium, or other entity, if any, appointed by Al Manhal, through which Licensee places its order.
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“Charges” means the amount Licensee owes to Al Manhal and/or the Authorized Vendor for use of the Products pursuant to the terms and conditions of this Agreement and Invoices, and include subscription and hosting charges (if applicable).
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“Commercial Use” shall mean use for the purposes of monetary reward (whether by or for the Licensee, an Authorized User, or any other person or entity) by means of sale, resale, loan, transfer, hire, or other form of exploitation of the Products. |
“Course Packs and VLE” means the use of individual articles, chapters or other individual items of the Products for the preparation of academic and other educational course materials, such as course packs including print-outs, copies in print and digital format for use on virtual learning environments (“VLE”) and learning management systems (“LMS”) for use by students and researchers, provided such students and researches qualify as Authorized Users and provided notice of the rights of Al Manhal in the Products are duly presented in the course pack or VLE/LMS, as the case may be.
“Invoice” means the statement Al Manhal and/or its Authorized Vendor provides Licensee, which sets forth the subscriptions, Products, Subscription Periods, Charges, facilities, number of users, number of concurrent users or other means of usage, and which is incorporated herein by reference.
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“Licensee” shall mean the purchasing or subscribing institution as identified above.
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“Passwords” shall mean any passwords given by Al Manhal to the Licensee to enable the Licensee to access the Products and related subscriber services.
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“Products” shall mean certain Al Manhal online products and web pages and materials contained therein as updated or revised from time to time while this License is in effect.
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“Secure Network” shall mean a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users whose identities are authenticated by the Licensee at the time of log-in and periodically thereafter consistent with current best practice and whose conduct is subject to regulation by the Licensee. A cache server or other server or network which can be accessed by unauthorized users is not a secure network for these purposes.
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“Server” shall mean either Al Manhal’s server or a third party server designated by Al Manhal on which the Products are mounted and through which the Licensee and its Authorized Users may gain access to the Products by means of the World Wide Web. |
2. SUBSCRIPTION PERIOD
The subscription period shall run for the duration specified in the relevant Invoice (the “Initial Subscription Period”), subject to renewal for successive subscription periods in accordance with the terms and conditions of this Agreement. 3. GRANT OF LICENCE, USAGE RIGHTS AND LIMITATIONS ON USE
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3.1 Al Manhal hereby grants to the Licensee upon payment of any applicable Charges a revocable, worldwide, non-exclusive, royalty-free, limited-duration license to permit its Authorized Users to access and use the Products specified in the Invoice(s) during the relevant Subscription Period by means of a Secure Network for the purposes of research, teaching, and private study. The Licensee shall only use and allow its Authorized Users to use the Products in respect of which it has paid the applicable Charges.
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3.2 Throughout the Subscription Period, Authorized Users may:
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3.2.1 access the Server by means of a Secure Network in order to search the Products and to view, retrieve, and display portions thereof;
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3.2.2 electronically copy and paste limited portions of the Products;
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3.2.3 print out single copies of limited portions of the Products;
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3.2.4 print and/or copy and use limited portions of the Products to fulfill interlibrary loan requests, provided that it complies with the appropriate Copyright law; and/or
3.2.5 use the Products in Course Packs and VLEs,
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each of which is subject always to any specific restrictions appearing within a Product in respect of illustrations in that Product.
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3.3 The Licensee and Authorized Users may not:
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3.3.1 remove or alter Al Manhal’s copyright notices or other means of identification or disclaimers as they appear in the Products or any use of the Products;
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3.3.2 systematically make printed or electronic copies of multiple extracts of the Products for any purpose, save for the use of the Products in Course Packs and VLEs, as set forth in Item 3.2.5 above;
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3.3.3 display or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web, other than a Secure Network;
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3.3.4 permit anyone other than Authorized Users to access or use the Products;
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3.3.5 use the Products for the benefit of a third party or give any third party beneficial use of the Products, including, without limitation, any parent, subsidiary or affiliated entity;
3.3.6 modify the content of the Products;
3.3.7 use all or any part of the Products for any Commercial Use, including without limitation, for publication, broadcasting or to create original content for publication; and/or
3.3.8 create compilations or derivate works or reverse engineer, decompile or disassemble any part of the Products.
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3.4 Al Manhal reserves the right to temporarily disable access to stop unauthorized use of the Products in violation of this Agreement or any other hostile action. The temporary disabling of access in such circumstances is generated by an automatic abuse detection process designed to protect Al Manhal's intellectual property rights in the Products. Upon activation of the process, written notice including details of the actual usage rate detected will automatically be sent to the Licensee, with an email copy to Al Manhal's customer service for follow up purposes. Licensee shall have the right to remedy the breach within thirty (30) days of receipt of written notice from Al Manhal. Once the breach has been remedied or the breaching activity halted, Al Manhal will immediately reinstate access to the Product. If the Licensee does not satisfactorily remedy the breaching activity within thirty (30) days, Al Manhal may terminate this Agreement upon written notice to the Licensee.
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| 4. RESPONSIBILITIES OF THE LICENSEE
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4.1 The Licensee will provide Al Manhal on request with all identifying information, including IP address ranges, relating to the Licensee and its Authorized Users necessary to enable Al Manhal to set up and activate the Licensee's subscription to the Products. The Licensee acknowledges that access to the Products under this Agreement is conditional upon the Licensee providing Al Manhal with this information. The Licensee will notify Al Manhal promptly following any additions, deletions or other alterations to the information supplied.
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4.2 The Licensee will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Products online via the Licensee's Secure Network.
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4.3 The Licensee will:
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4.3.1 be responsible for the confidentiality and all use of its Password(s);
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4.3.2 use all reasonable efforts to ensure that only Authorized Users are permitted access to the Products by means of the Licensee's Secure Network; and
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4.3.3 take all reasonable steps to ensure that all Authorized Users abide by terms of this Agreement.
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4.4 The Licensee will notify Al Manhal as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the Licensee’s password(s); (b) any unauthorized use of any of the Licensee’s Password(s); or (c) any breach by an Authorized User or unauthorized user of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement, the Licensee further agrees promptly to initiate disciplinary procedures in accordance with the Licensee's standard practice.
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| 5. RESPONSIBILITIES OF AL MANHAL
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5.1 Al Manhal shall set up and activate the Licensee's subscription to the Products promptly upon receipt of the information to be supplied by the Licensee under clause 4.1 above.
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5.2 Al Manhal shall use all reasonable efforts:
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5.2.1 to make the Products available throughout the Subscription Period;
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5.2.2 to ensure that the Server has sufficient capacity and rate of connectivity to provide the Licensee with a quality of service comparable to current standards in the World Wide Web on-line information provision industry;
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5.2.3 to restore access to the Products as soon as possible in the event of an interruption or suspension of the service.
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5.3 Throughout the Subscription Period Al Manhal shall itself provide, or arrange for the provision by a third party, of customer support services to the Licensee via e-mail, to include answering e-mail inquiries from the Licensee and its Authorized Users relating to the use and/or functionality (but not the content) of the Products. Such support services shall be available 24 hours a day, 7 days a week during the Subscription Period. |
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| 6. PAYMENTS BY THE LICENSEE
6.1. The Charges will be Invoiced to the Licensee by Al Manhal or its Authorized Vendor.
6.2. In consideration of the rights granted by Al Manhal under this Agreement, the Licensee shall pay the Charges due to Al Manhal or its Authorized Vendor, upon receipt of an appropriate Invoice. The Charges are exclusive of value added tax. Licensee shall be responsible for paying any value added tax, sales tax, or any other relevant government taxes.
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| 7. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
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7.1. The Licensee acknowledges that all copyrights, patent rights, Al Manhal Trademarks, services marks, database rights, trade secrets and other intellectual property rights relating to the Products (collectively the "Al Manhal Intellectual Property"), are the sole and exclusive property of Al Manhal (or its licensors) and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Products in accordance with the terms and conditions of this Agreement.
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7.2. The Licensee shall notify Al Manhal promptly (i) of the facts and circumstances surrounding any unauthorized possession or use of the Products, or Al Manhal Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Products infringe an intellectual property or proprietary right of any third party.
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| 8. REPRESENTATIONS AND WARRANTIES
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8.1. Al Manhal 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 Products do not violate or infringe upon any patent, copyright, trademark, trade secret or other proprietary right or contract right of any third party.
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8.2. Al Manhal warrants that the Products will perform substantially as documented on Al Manhal’s public website. THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AL MANHAL, ITS AFFILIATES, SUPPLIERS, LICENSORS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO: MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE SERVICE OR ANY INFORMATION OR RESULTS OBTAINED THROUGH THE PRODUCTS, EVEN IF ASSISTED BY AL MANHAL. AL MANHAL SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPABILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY AL MANHAL WITH THE PRODUCTS AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE PRODUCTS.
8.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AL MANHAL AND/OR ITS LICENSORS FOR CLAIMS RELATED TO THE PRODUCTS OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES RECEIVED BY AL MANHAL FROM THE LICENSEE (OR THE AUTHORIZED VENDOR) IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL AL MANHAL NOR ITS AFFILIATES, SUPPLIERS LICENSORS, OR AGENTS BE LIABLE UNDER ANY THEORY OF LAW, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (B) ANY CLAIM RELATED TO USER’S USE OF COVER IMAGES OR USER-GENERATED CONTENT PROVIDED AS PART OF THE PRODUCTS, OR (C) UNAUTHORIZED USE OF THE PRODUCTS.
8.4. In no circumstances will Al Manhal be liable to the Licensee or any third party for any loss resulting from a cause over which Al Manhal does not have direct control, including but not limited to the availability of the Internet and/or failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, or operator errors.
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| 9. INDEMNIFICATION AND FORCE MAJEURE
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9.1. Al Manhal shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Al Manhal that constitutes a breach of Al Manhal's warranties hereunder.
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9.2. The Licensee shall defend, indemnify, and hold Al Manhal harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorized use or dissemination of the Products by the Licensee or Authorized Users and (ii) any violation of this Agreement or of any third-party’s rights by the Licensee or Authorized Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
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9.3. The obligations in clauses 9.1 and 9.2 will survive the termination of this Agreement.
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9.4. Regardless of the form of action, no action arising from this Agreement may be brought by the Licensee more than twelve (12) months after the cause of action arises. |
9.5. The Licensee and Al Manhal shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Should any delay in performance occur arising out of any of the foregoing events, a party's obligations that are dependent upon performance of the delayed event by the other party shall be extended correspondingly. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
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| 10. TERM AND TERMINATION
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10.1. This Agreement shall continue in effect for the duration of the Initial Subscription Period and shall automatically renew for additional periods of one (1) year unless either party provides notice of termination thirty (30) days prior to the start of a Subscription Renewal Period. If neither party provides notice of termination as set out above, the Agreement shall continue for a period of six (6) months following the termination or expiration of the last existing Subscription Period, at which time this Agreement will expire.
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10.2. With respect to each subscription pursuant to which Products are licensed, the subscription period shall be set forth in the applicable Invoice (the “Subscription Period”). Thereafter, at the end of each Subscription Period, the Licensee may, by signing a renewal form (or other mutually accepted renewal confirmation) and timely payment of Charges indicated on the applicable Invoice (which Charges may vary from time to time), renew its subscription for the subscription renewal period (“Subscription Renewal Period”) as set forth in the Invoice. Any Subscription Renewal Period shall be governed by the provisions hereof and shall be deemed to have commenced upon the expiration of the immediately preceding Subscription Period.
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10.3. Either party may terminate this Agreement forthwith by serving written notice on the other in the event that the other party commits a material breach of this Agreement and in the case of a breach capable of remedy fails to remedy the same within 30 days of a request so to do. Without limitation, a breach by the Licensee of the provisions of clause 3.3 or 4.3 or 6 above would constitute a material breach of this License.
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10.4. Al Manhal reserves the right at any time on 30 days notice to the Licensee to terminate this Agreement in whole or in part due to ceasing publication of all or part of the Products. In the event of a termination in accordance with this clause 10.4 Al Manhal will refund the pro rata portion of any Charges which may have been paid by the Licensee for the balance of the Subscription Period outstanding at the date of such termination.
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10.5. Al Manhal may terminate this Agreement without liability to the Licensee in the event the Authorized Vendor fails to pay the Charges due by the Authorized Vendor to Al Manhal in respect of this Agreement. Licensee acknowledges that its sole remedy in such circumstances is against the Authorized Vendor and not Al Manhal.
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| 11. GENERAL
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11.1. 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.
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11.2. Any notice or other communication regarding this Agreement will be in writing and given either (a) by postpaid registered or certified mail return receipt requested, (b) by courier service, (c) by hand, or (d) by facsimile or electronic mail with a copy concurrently sent by one of the above methods. All other communication to be given hereunder may be by electronic mail or in writing given by any commercially reasonable method. Notices will be deemed effective on the date actually received. |
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11.3. Nothing in this Agreement will constitute or create a joint venture, partnership, or any other similar arrangement between Al Manhal and Licensee. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
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11.4. Neither party will transfer or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the written consent of the other party, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, however, either party may assign this Agreement to a successor in interest (or its equivalent) of all or substantially all of its relevant assets, whether by sale, merger, or otherwise.
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11.5. No provision in this Agreement is intended to be enforceable by a person who is not a party to this Agreement.
11.6. 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.
11.7. Headings used in this Agreement are for convenience only and are deemed not to be part of the Agreement.
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