Corporate License Agreement

The following Agreement provides Corporate Subscribers and the Publisher with a set of simple, fair rules governing rights and limitations for Internet access to the online versions of Rockefeller University Press (RUP) journals (Journal of Cell Biology, Journal of Experimental Medicine, Journal of General Physiology) by Authorized Users. This agreement supersedes any prior agreement between the Publisher and the Corporate Subscriber regarding user access to RUP journals.

Access to RUP journals is granted for all Authorized Users on the following conditions:

• Publisher's acceptance of the Corporate Subscriber's completed order and
• Receipt of the required subscription fee.

Internet Access is defined as the viewing and use of RUP content via the World Wide Web.

Authorized Users are authenticated, authorized current members of staff (whether on a permanent, temporary, or contract basis), independent contractors, and other individuals who are permitted to access the Corporate Subscriber's network from within its premises or from such other places where Authorized Users undertake their work.

A commercial entity is a for-profit corporation or partnership. A "site" is an organizational unit. For organizations located in more than one city, each city office is considered a different site. For organizations within the same city that are administered independently, each office is considered a different site.

In consideration of the payment of the appropriate subscription fee, the Corporate Subscriber and the Publisher agree to adhere to the following guidelines:

1. The Corporate Subscriber will undertake all necessary authentication and verification processes to ensure that only Authorized Users can access RUP journals.

2. The Publisher maintains its journal websites as a service to the scientific/technical/medical community.

3. All use of RUP content is subject to RUP Copyright Policy, with the following additions:

a. Inter-Library Loan: If Corporate Subscriber maintains a physical library, Inter-Library Loan of articles or components in any electronic or digital form is permissible to those other than Authorized Users, for the purposes of research or private study under CONTU (National Commission on New Technological Uses of Copyright Works) guidelines, which provides that up to five copies of articles from any one journal published within the previous five years or less may be requested by another library in any one year. [http://www.ala.org/advocacy/sites/ala.org.advocacy/files/content/copyright/GLsInterlibLoan.pdf]

b. Braille Transcription: The Corporate Subscriber may transcribe any portion of RUP content into Braille script or enlarged type for Authorized Users who are visually impaired.

4. The Publisher confirms to the Corporate Subscriber that usage statistics covering the online usage of RUP content will be provided. Such usage statistics will adhere to the COUNTER Code of Practice specifications, including data elements collected and their definitions; data processing guidelines; usage report content, format, frequency, and delivery method.

5. The Corporate Subscriber agrees to the following:

a. The Corporate Subscriber is responsible for creating and maintaining reasonable security measures and posting policies consistent with the rights and restrictions described in these guidelines to ensure that only Authorized Users can access RUP content. The Corporate Subscriber is prohibited from making agreements for access to RUP content with individuals, organizations, vendors, affiliates, or partners that are not parts of the same institution purchasing this subscription. The Corporate Subscriber affirms that all IP addresses in the range listed for authorization are specifically controlled by the institution for workstations under its administrative control and for the use of individuals who meet the Authorized User definition above. The Corporate Subscriber is responsible for maintaining the list of IP addresses of all Authorized Users.

b. If the Corporate Subscriber becomes aware of unauthorized access to RUP content, it will notify the Publisher immediately and cooperate in locating and attempting to stop the specific individuals who are abusing the service. If the specific abuser(s) cannot be identified or stopped within 30 days of the Corporate Subscriber becoming aware of unauthorized access, the Publisher has the right to withhold, suspend, or terminate access to all or any portion of the RUP journal websites, without liability.

c. The Corporate Subscriber agrees not to remove, cover, overlay, obscure, block, or change any copyright notices, legends, or terms of use which the Publisher may post on the site in order to inform users about system features, terms of use, or copyright notices.

d. The Corporate Subscriber shall not modify or create a derivative work of any RUP content without prior written permission from the Publisher.

6. ARCHIVING: The Publisher acknowledges that the Subscriber may participate in the LOCKSS system for archiving digitized publications. The Subscriber may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Subscriber's use is otherwise consistent with this Agreement. The Publisher further acknowledges and agrees that, in using the LOCKSS system, Licensed Materials may be made available to other LOCKSS system participants who indicate a right to those Licensed Materials. (See https://www.lockss.org for further information.)

7. SUBSCRIPTION ACCESS: The Publisher provides journal access only for the term of this subscription and does not undertake to guarantee future access to the online archives once the subscription term has expired. The Publisher intends to retain full-text versions of all articles for all past issues posted online and to continue to make this database available to all currently active subscribers. However, because the Publisher cannot be certain of future technology, storage, or maintenance costs, this access cannot be guaranteed. The Publisher reserves the right to remove all or portions of the archive of past issues.

8. TECHNICAL ACCESS: The Publisher intends for the site to be available 24 hours per day, 7 days per week. However, the Publisher will not be liable for damages or refunds should the site become unavailable temporarily or access to the site becomes slow or incomplete due to system back-up procedures, Internet traffic volume, upgrades, overload of requests to the servers, general network failures or delays, or any other cause which may from time to time make the site inaccessible.

9. WARRANTY: The Publisher warrants that the use of RUP content under the terms of this agreement does not infringe the copyright or any other rights of any person. While the Publisher seeks to ensure the accuracy of content posted online, the Publisher does not warrant or guarantee its accuracy, completeness, merchantability, or fitness for a particular purpose. In no case shall either party's liability for any content or accessibility problems with the site exceed the amount of subscription fees paid for online journal access during the 6-month period preceding any claim or notice of damages.