2. Registration. In order to access the Services or certain portions of the Services, you may be required to submit your Access Code, and in some instances, your personal information to SAGE. Provided the Access Code is verified as being valid, upon sign-in, you will be asked to create your own username and password for the Services.
3. Ownership. It is hereby understood and agreed that SAGE is the owner or licensee of all right, title and interest to the Services and all content therein. You, as licensee, through your use of the Services do not acquire any ownership rights to the Services or to any content therein.
4. Grant of License. In consideration of your acceptance of this Agreement and the payment by you in full for the Access Code (if applicable), SAGE grants to you a non-exclusive, non-transferable and limited license to use the Services as permitted herein and for the period of access set forth in Section 5 (Access) below.
5. Access. You will have access to the Services for the access period purchased under an order form or purchase agreement. You will obtain at your cost all telecommunications and other equipment and software (including an Internet browser) together with all relevant software licenses necessary to access the Services.
6. Use Restrictions. You may print one page from the Services for your personal, non-commercial use at any given time provided that all copyright and other proprietary notices remain intact and are prominently displayed. Notwithstanding the foregoing, neither the Services nor any content from the Services may be copied, republished, uploaded or otherwise distributed. You may not sublicense, transfer, or otherwise make available the Services or its content to any third party for commercial purposes or financial gain or use the Services or its content in any other media or in any other location. You will keep your Access Code secure from unauthorized use; sign-in only under your own username and password and not disclose your password to anyone; and you will notify SAGE immediately in writing if you become aware of any of the following: (a) any loss or theft of your password; (b) any unauthorized use of your username or password; or (c) any breach of the terms of this Agreement. You acknowledge that certain content within the Services may contain or be accompanied by a digital rights management (DRM) solution designed to protect such content against piracy and other misuse, and that such DRM solution is not a defect of the Services.
THE SERVICES AND CONTENT (INCLUDING DESIGNS) ON THE SITE URL(S) IS PROTECTED BY © COPYRIGHT AND MUST NOT BE USED, DISPLAYED, MODIFIED, ADAPTED, DISTRIBUTED, TRANSMITTED, TRANSFERRED, PUBLISHED OR OTHERWISE REPRODUCED IN WHOLE OR IN PART IN ANY FORM BY ANY MEANS OTHER THAN STRICTLY IN ACCORDANCE WITH THIS AGREEMENT. Without prejudice to any other right or remedy, SAGE reserves the right to withdraw access to the Services immediately if it becomes aware of any infringement of the copyright in the Services or its content by you and may terminate this Agreement in accordance with Sections 16 (Term) and 18 (General) below.
7. Third Party Services. The Services may include services or other technology provided by third parties ("Third Party Services"). The applicable supplier of any Third Party Services is an intended third-party beneficiary of this Agreement and may enforce any of the terms directly against you with respect to such Third Party Services. Alternately, an order (or activation process) for a Third Party Service may include or be accompanied by a separate service, license, or other agreement ("Third Party Agreement"), in which case that Third Party Service is provided solely under the terms of that separate Third-Party Agreement.
8. Third Party Websites. The Services may contain URL's to third party websites which are provided for your reference and/or in connection with certain tools and resources offered by the Services. SAGE makes no guarantee that such third party websites will be available for your use and encourages you to review the terms and conditions and the privacy policies of such third party websites. SAGE shall have no responsibility and assumes no liability for your access or use of any third party website, nor does SAGE approve, sponsor, endorse, verify or certify information or any other content available on any third party website.
9. DISCLAIMER. THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT YOUR USE OF ANY OF THE FOREGOING IS AT YOUR SOLE RISK. FURTHER, SAGE MAKES NO WARRANTY OF ANY KIND CONCERNING THE ACCURACY, SUITABILITY, ACCESSIBILITY, AVAILABILITY, OR USE OF THE SERVICES AND/OR THE CONTENT PROVIDED IN THE SERVICES AND MAY MODIFY THE SERVICES AND ITS CONTENT AT ANY TIME, WITHOUT PRIOR NOTICE OR LIABILITY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAGE AND ITS THIRD PARTY SUPPLIERS AND PARTNERS AND EACH OF THEIR AFFILIATES, SUPPLIERS AND RESELLERS, (A) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, AND (B) MAKE NO WARRANTY OF ANY KIND CONCERNING THE SERVICES AND/OR CONTENT INCLUDING WITHOUT LIMITATION, THOSE CONCERNING ACCURACY, ACCESSIBILTY, AVAILABILITY, SECURITY OR USE. THE EXCLUSIONS SET OUT HEREIN ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
YOU AGREE THAT SAGE IS IN NO WAY RESPONSIBLE OR LIABLE FOR ANY GRADE OR ASSESSMENT YOU MAY RECEIVE THROUGH OR OTHERWISE RELATED TO ANY SERVICES.
10. Limitations of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SAGE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF PROFITS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SERVICES AND/OR CONTENT (EVEN IF SAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN ADDITION, SAGE SHALL NOT BE LIABLE FOR ANY DAMAGES OR LIABILITY THAT RESULT OR ARISE FROM THE RESULTS OF YOUR USE OR YOUR INABILITY TO USE THE SERVICES AND/OR ANY OTHER PART OF THE SERVICES (INCLUDING ANY PROVIDED BY THIRD PARTY SUPPLIERS OR PARTNERS). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. BUT, TO THE EXTENT THE FOREGOING LIMITATIONS OF LIABILITY ARE, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SAGE FOR ANY REASON AND UPON ANY CLAIM (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER CLAIMS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITES, THE SERVICES AND/OR THIS AGREEMENT SHALL BE LIMITED TO THE ACTUAL PRICE PAID FOR ACCESS. IN ADDITION, IF YOU ARE A COMPANY DOING BUSINESS IN CALIFORNIA, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor" AND YOU HEREBY WAIVE ANY AND ALL SIMILAR STATE STATUTES OR OTHER LAWS OR REGULATIONS THAT MAY APPLY.
11. Indemnification. You agree to indemnify, defend, and hold SAGE harmless from and against any claim, demand, proceeding, debt, damage, loss or liability ("Claim"), including reasonable attorneys' fees, to the extent that such Claim is based upon, arises out of, or relates to: (i) your use of (or inability to use) the Services; (ii) your violation of the terms of this Agreement; (iii) the infringement by you, or any other person using your username, password and/or account, of any right of any person or entity; or (iv) any other activities of yours accomplished using the Services. You agree to cooperate as fully as reasonably required in the defense of any such Claim. SAGE reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. This indemnity shall be in addition to and not limited by any other indemnity.
15. Dispute Resolution and Choice of Law. Any controversy, claim or dispute arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Ventura County, California and administered by the American Arbitration Association in accordance with its then-existing Commercial Arbitration Rules. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Each party consents to, and waives any right to object to, jurisdiction with respect to the resolution of disputes hereunder in Ventura County, California. In any arbitration proceedings between the parties, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs and expenses incurred in such proceeding, including, without limitation, reasonable attorneys' fees and costs. This Agreement will be interpreted in accordance with the laws of the State of California, U.S.A. without reference to conflicts of laws and without regard to its location of execution or performance.
16. Term. This Agreement is effective throughout the access period defined in Section 5 (Access) above unless earlier terminated as permitted herein. This Agreement will terminate immediately without notice from SAGE if, in the sole discretion of SAGE, you fail to comply with any term, condition, or provision of this Agreement.
17. Order of Precedence. This Agreement governs your use of and access to the Services. In the event this Agreement conflicts with any provision of an order form or purchase agreement signed by you or your institution and SAGE, the relevant terms of the applicable order form/purchase agreement or other agreement shall take precedence over the conflicting term(s) of this Agreement.
18. General. Without limiting any other remedy available to us, we may suspend or terminate this Agreement and your access to the Services under this Agreement if we have reason to believe that you have failed to comply with your obligations under this Agreement. Upon termination, cancellation or expiration of this Agreement for any reason and by either party, you agree to cease all use of the Services. Subject to the terms of Section 17 (Order of Precedence), this Agreement constitutes the entire agreement between you and SAGE with respect to the specific subject matter addressed herein, and governs your use of the Services. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of SAGE. You may not assert any claim arising out of or relating to your use of the Services more than one year after the date such claim arose. SAGE shall not be deemed to be in breach of this Agreement due to any delay or failure of performance or interruption in the availability of the Services resulting directly or indirectly from any act of nature or other cause beyond the reasonable control of SAGE. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that the other provisions of this Agreement will remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
SAGE requires users to respect our copyrights. We likewise respect the intellectual property of others. On notice, SAGE will act promptly to remove content on the website which infringes the copyright rights of others and will disable the access to the website by anyone who uses them to repeatedly infringe the intellectual property rights of others. If you believe that the website contains elements that infringe your copyrights, please follow our Copyright Notice and Claims Regarding Copyright Infringement Policy (see http://www.sagepub.com/copyright.sp).
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