HAPI ONLINE LICENSING AGREEMENTPlease download this Agreement and keep a copy for your records. The Hispanic American Periodicals Index (HAPI) is a database copyrighted by the REGENTS OF THE UNIVERSITY OF CALIFORNIA on behalf of its Los Angeles campus Latin American Center. The database is described in the "About HAPI" page of this Web site. The terms and conditions under which the REGENTS-UC (Licensor) grants you (Licensee) the right to access and use the database are described below. By clicking on the Accept button, you agree to accept these terms. 1. DEFINITIONS. (a) For the purposes of this Agreement, the term "Record" shall mean the complete machine-readable bibliographic citation of a single article, review, original literary work, or other indexed item. (b) "Site" is defined as the business or institution corresponding to the Domain name given by the Licensee on the HAPI on-screen order form. (c ) "Permitted Users" are: (1) currently enrolled students and currently employed faculty, researchers, and staff of Licensee's Site; and (2) occasional users who access HAPI either directly at the Site or via telecommunications hook-ups to computers physically located at Licensee's Site. 2. GRANT OF RIGHTS. Licensor hereby grants to Licensee the nonexclusive right to access and use the HAPI Records for the purpose of providing Permitted Users at the licensed Site World Wide Web Record searching and retrieval services and telecommunications access to those searching and retrieval services. Licensor reserves all other rights, including copyright. 3. LIMITATIONS OF USE OF RECORDS. (a) A Permitted User may reproduce a single copy of any Record retrieved on-line for use within its own organization. (b) Under no circumstances may a Permitted User store any Record or Records electronically for the purposes of resale, redistribution, or performing on-going searching. Permitted Users may, however, download small portions of HAPI for temporary storage and personal use. (c ) Licensee shall not provide access to HAPI or supply any data from HAPI to a person who is not a Permitted User. (d) Licensee shall not use HAPI or any part thereof in the development of its own database. 4. LICENSE FEES. (a) Licensee shall pay to Licensor license fees as set forth in HAPI's on-screen order form. All payments shall be made by Visa, MasterCard, or check. Checks are made payable to The Regents of the University of California. (b) Licensor may adjust the amount of the license fee no more than once each year by giving Licensee at least sixty (60) days prior written notice. 5. TERM AND TERMINATION. The term of this Agreement shall be for an initial period of one (1) year from the effective date of this Agreement. Upon expiration, this Agreement may be renewed upon mutual agreement for additional one-year terms, unless this Agreement is sooner terminated (a) by either party without cause upon giving the other party at least sixty (60) days prior written notice of termination, or (b) upon increase in the license fee (see Section 4), or (c ) upon sixty (60) days written notice following the commission of any material breach of this Agreement that remains uncured during the notice period. Both parties understand that failure to pay license fees when due is, without limitation, a material breach of this Agreement. Immediately upon termination or expiration of this Agreement for any reason, all rights granted to Licensee under this Agreement shall be terminated. Within sixty (60) days following such termination or expiration, Licensor shall refund to Licensee any unexpired portion of the license fees already collected from Licensee prior to termination of the Agreement. 6. LIMITED WARRANTIES AND LIABILITIES. (a) Representations and Warranties of Licensor: Licensor warrants that HAPI does not and will not contain any libelous, slanderous, or obscene materials, and does not and shall not violate any person's right of privacy. (b) DISCLAIMER. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO HAPI, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR WITH THE USE OR PERFORMANCE OF HAPI. (c) Limitation of Damages. Neither party shall be liable to the other for consequential, indirect, special, or exemplary damages, whether arising under tort, contract, negligence, strict liability or any other legal theory, regardless whether a party foresaw or reasonably should have foreseen such damages. 7. NONASSIGNMENT; BINDING OBLIGATION. Licensee may not assign this Agreement without the prior written consent of Licensor. 8. GOVERNING LAW. This Agreement and the performance under it shall be deemed made in and construed in accordance with the laws of the State of California. 9. FORCE MAJEURE. Neither party shall be liable or considered in default under this Agreement when the delay of performance is caused by circumstances beyond its reasonable control and occurring without its fault or negligence, including failure of suppliers, subcontractors, and carriers, acts of civil or military authorities, national emergencies, fire, flood, acts of God, insurrection, and war, provided the party invoking this Article immediately provides notice thereof to the other and does everything reasonably possible to resume its performance hereunder. 10. NOTICES. Any notices or other communications required under this Agreement shall be in writing and sent to the parties at the addresses set forth below: If to Licensee: Address and contact person given on HAPI's on-screen order form. If to Licensor: Latin American Center
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