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Terms & Conditions

Scoop! Database License Agreement

1. Meaning and Interpretation

1.1. Unless the context indicates otherwise, the following expressions have the defined meanings for the purpose of the Terms and Conditions:

  • "Licensor": This is Eamon Dyas and Melanie Aspey who are the owners of the copyright in the licensed product.
  • "Licensee": This is the person or institution to whom the material is licensed and will constitute either the customer who directly pays the required subscription or a person or body specifically delegated by the customer to receive the licensed product.
  • "Licensed Product": The electronic database supplied over the Internet by the vendors constituting and known as "Scoop: a biographical dictionary of British and Irish journalists, 1800-1950".
  • "Network": The local area network system of connected computers operated by the Licensee at the Site, the IP address of which is set out in the Schedule.
  • "Permitted User": (a) all members of staff employed by or otherwise accredited by the Licensee; (b) all students accredited by the Licensee for the purposes of full-time or part-time attendance; and (c) individual members of the public registered as legitimate users of the Licensee's library or information service; in each case who are permitted access to the Licensee's Network.
  • "Simultaneous Users": the number of users permitted access to the Licensed Product at the same time in accordance with the terms of this Agreement as set out in the Schedule.
  • "Site": the physical location or locations within the definition of the relevant Subscription Schedule at which the "Permitted Users" are located.
  • "Subscription Schedule": the particular type of subscription paid for by the Licensee as set out in the subscription charges schedule.
  • "Term": the period of time from the date of commencement of the Licensee's access to the Licensed Product as indicated by the particular subscription paid by the licensee.

1.2. Anything contained in this Agreement will not be deemed to constitute or be construed as constituting a contract of employment, joint venture, or partnership between the parties.

1.3. A failure of either party to enforce any provision of this Agreement on any one occasion shall not compromise its right to enforce that provision at another time or another provision on a different occasion.

1.4 The termination of this Agreement shall not prejudice the rights and remedies of either party against the other in respect of any prior breach of covenant, terms, warranty or condition.

2. Delivery and Grant of Rights

2.1. In return for the payments made by the Licensee as set out in the Subscription Schedule, and on condition that the Licensee observes its undertakings and obligations under this Agreement, the Licensor grants to the Licensee for the Term specified, the following non-exclusive rights ("the Rights"), to:

(a) access to the Licensed Product via the Network at any time to the Licensor's server, or as the case may be, any service provided by an agent on its behalf, for the purpose of accessing the Licensed Product for research, teaching, and private study purposes by means of workstations located at the Site;

(b) make such Licensed Product accessible to the Permitted Users for their research, teaching, and private study purposes in accordance with the Licensee's customary policies and practices, and allow such Permitted Users to print/or download individual parts or sections of the Licensed Product providing that such does not constitute more than one per cent in aggregate of the Licensed Product or constitute a significant segment of the Database, also providing that this is only used for research teaching, and private study purposes by means of workstations located at the Site.

2.2. The Rights hereby granted remain specific to the Licensee and do not extend to other individuals or any subsidiary or parent organisations, or to any other related or affiliated organizations. These rights may not be assigned, sub-licensed, transferred, charged or otherwise disposed of by the Licensee under this Agreement without the prior written consent of the Licensor.

2.3. Ownership of the Licensed Product (including any copies made by the Licensee) remains with the copyright holders and is not transferred to the Licensee but remains vested in the Licensor, subject to the Rights granted in Clause 2.1. Furthermore the Licensee acknowledges that any rights not expressly granted in this Licence are reserved to the Licensor.

2.4. Responsibility for the provision of and payment for the computer equipment and telecommunication services necessary for access to the Licensed Material remains with the Licensee. The cost or charges in relation to telecommunication services used by the Licensee in this regard shall not be borne by the Licensor and no credits or refunds against such cost or charges shall be issued to the Licensee. Furthermore the Licensee accepts that the Licensor has no control over such telecommunication services and that the Licensor shall have no liability to the Licensee for the acts or omissions of providers of telecommunication services or for faults in or failures of their apparatus or equipment.

3. Obligations and Restrictions

3.1. Other than those expressly permitted in Clause 2.1, the Licensee agrees that it will not, nor permit others to, directly or indirectly, without the Licensor's prior written consent:

(a) lease, sell, license,or rent the Licensed Product, or any element thereof, for any commercial purpose, or otherwise distribute in a way which infringes, compromises, or otherwise damages the Licensor's ability to commercially exploit the product;

(d) down-load or print the contents of the Licensed Product, or any element thereof, for sale, lease or rent for commercial purposes or otherwise distribute in a way which infringes, compromises, or otherwise damages the Licensor's ability to commercially exploit the product;

(c) make the Licensed Product, or any element thereof, available by any means to persons other than Permitted Users;

(d) make the Licensed Product, or any element thereof, available on, or by, electronic bulletin boards, news groups, Web sites, FTP or any other means of posting or transmitting material on the Internet, an on-line service or mobile telephone service or any wide area network

(e) remove or obscure the Licensor's copyright notice from the Licensed Product including hard-copy print-outs;

(f) use the Licensed Product to create any derivative work, product or service, or merge the Licensed Product, or any element thereof, with any other paper or electronic product, database, or service;

(g) alter, amend, modify, translate, or change the Licensed Product;

(h) undertake any activity which may have a damaging effect on the Licensor's ability to achieve revenue through selling and marketing the Licensed Product;

(i) otherwise use the Licensed Product supplied in accordance with this Agreement in a manner that would infringe the copyright or other proprietary rights contained therein; or

(j) permit Permitted Users or any other users to obtain remote access to the Licensed Product through the Network.

4. Term and Termination

4.1. This Agreement shall become active on the Commencement Date and continue for an initial period of one year ("the Term). The Term may be extended at a discounted rate for a period not in excess of 5 years from the Commencement Date subject to payment of the appropriate subscription fees and acceptance thereof by the Licencee, in accordance with Clause 5.1. However;

4.2. The Term of the Licence may be altered by the Licensor with the agreement of the Licencee.

4.3. The Agreement may be terminated at any time by either party through written notice to the other if the other party defaults by failing to perform any obligation undertaken as a result of the Agreement. Such termination will become effective thirty days after receipt of written notice unless, in the case of a remediable default, during the relevant period of thirty days the defaulting party has remedied the default.

4.4. The Licensor may terminate this Agreement at any time upon thirty days' written notice to the Licensee.

4.5. Should termination of this Agreement occur as a result of notice being given by the Licensee under Clause 4.2, 4.7, 8.2 or by the Licensor under Clause 4.3 or 8.2, the Licensor shall repay the Licensee a rateable proportion of the Licence Fee as represents the paid but unexpired Term at the date of termination making due allowance for any discounted arrangement that may be in operation at that time.

4.6. In the event of this Agreement being terminated, the Licensee agrees to destroy, and will use its best reasonable endeavours to ensure that all Permitted Users destroy, all versions of the Licensed Product, or elements thereof, stored on any paper or digital information storage media, including, but not limited to, system servers, hard disks, diskettes, Compact Disks and back up tapes.

4.7. The Licensor reserves the right to suspend the provision of the Licensed Product to the Licensee with immediate effect on written notice without liability if the Licensor reasonably believes the Licensed Product is being used in a manner which contravenes the provisions of this Agreement.

4.8. The Agreement may be terminated forthwith by either party on notice in writing to the other if the other party is unable to pay its debts or ceases or threatens to cease to carry on business, goes into administration, receivership or administrative receivership, or any event analogous to any of the foregoing occurs in any jurisdiction.

5. Subscription Fee

5.1. The Licence Fee shall be paid by The Licensee to the Licensor within 30 days of the Commencement Date.

5.2. The Licensor reserves the right to alter the charge of the Subscription Fee on the expiration of the initial Term or on the expiration of the extended term in cases where such extended terms exist.

5.3. Should the Licensor be satisfied with the manner in which the Licensee has performed its obligations under this Agreement the Licensee will receive no later than 30 days before the end of the Term an invoice for fees for renewal of the Agreement. If the Licensee does not pay the renewal fees by the end of the Term, the Licensor will assume that the Licensee does not wish to renew the Agreement and the Agreement will terminate.

5.4. All amounts payable by the Licensee under this Agreement shall be exclusive of any sales, use, value added or similar taxes.

6. Licensee's Undertakings

6.1. All reasonable steps will be taken by The Licensee to ensure the Licensed Product is used only in accordance with the terms and conditions of this Agreement and shall inform Permitted Users of the permitted use restrictions and other provisions set out in this Agreement.

6.2. Subject to the Licensor's prior written approval The Licensee shall put in place procedures to monitor the compliance with the terms and conditions of this Agreement by the Permitted Users.

6.3. In the event of any infringement of agreed usage coming to the notice of The Licensee the Licensor will immediately be informed and the Licensee agrees to co-operate with the Licensor in the instituting of appropriate procedures to prevent a recurrence of any further abuse.

6.4. Subject to Clause 4.5, nothing in this Agreement shall make the Licensee liable for breach of the terms and conditions of this Agreement by any Permitted or authorized User as long as the Licensee complied with the terms of Clauses 6.1, 6.2 and 6.3 and did not cause, intentionally assist in or encourage such breach or allowed it to continue after having received notice of such breach whether from the Licensor of otherwise. However, in the event of continuing abuse the Licensor shall be entitled to terminate this Agreement.

6.5. The Licensor shall be entitled to audit the use of the Licensed Product through the Licensor's servers so as to monitor compliance with the Agreement.

7. Warranties, Undertakings and Indeminities

7.1. Warrant is hereby given that The Licensor has the right and authority to grant to the Licensee the Rights contained in Clause 2.1 and that use by the Licensee of the Licensed Product in accordance with this Agreement will not infringe the rights of any third party.

7.2. The Licensee is indemnified by the Licensor for the amount of any award of damages against the Licensee by any court of competent jurisdiction as a result of any claim arising from a breach of the warranty in Clause 7.1 provided that the Licensor shall be entitled to assume sole conduct of any defence against any charge of infringement and shall have the right:

(a) to procure the right for the Licensee to continue using the Licensed Product;

(b) to make such alterations, modifications or adjustments to the Licensed Product that it becomes non-infringing without incurring a material reduction in performance or function; or

(c) to replace the Licensed Product with non-infringing substitute provided that such substitutes do not entail a material reduction in performance or function.

7.3. The Licensor shall not be liable to the Licensee for any loss or damage whatsoever resulting from omissions or inaccuracies in the Licensed Product regardless of how caused. The Licensor does not warrant that access to the Licensed Product will be free from errors or faults. In the event of a fault, the Licensee shall notify the Licensor by electronic mail or in writing.

7.4. Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any claim arising from:

(a) any failure or malfunction resulting wholly or to any material extent from the Licensee's negligence, operator error, or any other misuse or abuse of the Licensed Product;

(b) the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Product;

(c) the decompilation or modification of the Licensed Product or its merger with any other programme or any maintenance repair adjustment alteration or enhancement of the Licensed Product by any person other than the Licensor or its authorized agent; or

(d) the Licensee or any Permitted User being unable to exercise the Rights due to the Licensed Product being unavailable as a result of any act or omission of the Licensor provided that the period for which the Licensed Product is not available shall not exceed a period of 50 hours (in aggregate) in any continuous period of 1000 hours.

7.5. The Licensee shall use its best efforts to safeguard the intellectual property, confidential information, and proprietary rights of the Licensor.

7.6. The Licensed Product is provided "As Is." Neither the Licensor nor anyone else makes any warranties of any kind, either express or implied, including, but not limited to, warranties of Merchantability, Quality, Accuracy or Fitness for a particular purpose, except as otherwise expressly provided in this clause 7, all conditions warranties, terms, representations, and undertakings expressed or implied, statutory or otherwise in respect of the Licensed Product are to the fullest extent permitted by law expressly excluded.

Other than those contained in the Terms and Conditions, NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY ANY REPRESENTATIVE OF THE LICENSOR OR BY ANYONE ELSE SHALL CREATE ANY WARRANTIES.

7.7. The content and format of the Licensed Product is subject to change without notice.

8. Force Majeure

8.1. Should either party's failure to perform any term or condition of this Agreement as a result of conditions beyond its control such as, but not limited to, war, industrial action, floods, governmental restrictions, power failures, or damage or destruction of any network facilities or services, this shall not be deemed a breach of this Agreement.

8.2. Should any event set out in Clause 8.1 continue for a period in excess of 30 days either party shall be entitled to terminate this Agreement forthwith by written notice to the other.

9. Notice

9.1. Any notice to be served on either party by the other made under this Agreement shall be in writing sent by prepaid recorded delivery or registered post (airmail if not in the United Kingdom) to the addressee as set out in the Schedule or to such other address as notified by either party to the other as its address for service of notice and all such notices shall be deemed to have been received within four days after posting.

10. Liability

10.1. Except as provided for in Clause 10.1 above, the liability of the Lincensor in respect of any and all claims (whether in contract or in tort) arising out of or in connection with this Agreement is limited in respect of each event or series of connected events to the greater of £500 or an amount equal to the fees paid under this Agreement.

10.2. Notwithstanding anything else contained in this Agreement in no event shall the Licensor be liable to the Licensee for:

(a) loss of profits, business, revenue, goodwill, anticipated savings and/or

(b) indirect, special, incidental or consequential loss or damage.

11. Waivers

11.1. No provision of this Agreement or breach thereof may be waived except signed by the party against whom the waiver is sought to be enforced.

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