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OnePetro Subscriber License

 This subscriber license agreement (“Agreement”) is between the Society of Petroleum Engineers Inc., a non-profit corporation with offices at 222 Palisades Creek Dr., Richardson Texas, 75080 (hereinafter referred to as 'SPE') and Subscriber Licensee.
 In consideration of the mutual covenants and subject to the conditions contained herein, the parties agree as follows:
1.            Defined Terms 
 The following terms shall be defined as follows for the purposes of this Agreement: 
1.1         Authorized Users. Authorized Users are those individuals with a current direct affiliation with the Licensee, which includes current employees (whether on a permanent, temporary, contract, or visiting basis), persons officially registered as full or part-time students, registered patrons, and individuals who are authorized to use the library network from within the library premises or from such other places where such persons work (including but not limited to offices and homes) regardless of geographic location.  
1.2         Commercial Use. Use for the purposes of monetary reward (whether by or for the Licensee or an Authorized User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. Recovery of direct and indirect cost by the Licensee from Authorized Users or use by the Licensee or by an Authorized User of the Licensed Material in the course of research funded by a commercial organization, is not deemed to constitute Commercial Use. 
1.3          License Fees.  License Fees are OnePetro subscriber fees, credits and discounts for subscriptions are set forth on OnePetro website at (“OnePetro website”).  Licensee will be charged in accordance with Licensee’s selected subscription package.    
1.4         Licensed Materials.  A current listing of electronic material can be found on the OnePetro website and is subject to change. 
1.5         Publishers.  A current listing of Publishers can be found on the OnePetro website and is subject to change. 
1.6         Secure Network.  A network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorized Users approved by the Licensee and whose use shall be regulated by the Licensee. 
1.7         Subscription Period.  The subscription period shall commence on the Effective Date and continue for twelve (12) months from the Effective Date.
1.8         Electronic Database. 
An electronic database is a structured and organized collection of digital information, typically including articles, chapters, papers, and other content contributed by various authors or creators.
2.            Agreement 
 SPE grants the Licensee a non-exclusive and non-transferable right to give Authorized Users access to the Licensed Material through on the OnePetro website for the Subscription Period subject to the terms and conditions of this License, subject to the payment by Licensee of all applicable License Fees.
3.             Permitted Uses
3.1         Except as otherwise prohibited in Section 4, Licensee may, pursuant to the terms and conditions hereof, only: 
3.1.1     Provide Authorized Users access to the Licensed Material, from SPE’s server or from another server designated or approved in writing by SPE via the Secure Network. 
3.1.2     Provide single printed or electronic copies of single articles at the request of individual Authorized Users. 
3.1.3     Provide interlibrary loans.
3.2         Except as otherwise prohibited in Section 4, provided Licensee is in good standing hereunder, Licensee may only permit Authorized Users to: 
3.2.1     Search, view, retrieve and display the Licensed Material. 
3.2.2     Electronically save the Licensed Material for personal use. 
3.2.3     Print off single copies of parts of the Licensed Material.
3.2.4     Create multiple copies of extracts of the Licensed Material for classroom instruction use, provided that no greater copies or use of such Licensed Materials shall be utilized for such purpose than constituting "fair use" under applicable law. Each such copy shall carry appropriate acknowledgment of the source, listing title and author of extract, title and author of work, and publisher. 
4.            Prohibited Uses 
4.1         Neither the Licensee nor Authorized Users may remove or alter the authors’ names, copyright notices, trademarks, or other means of identification or disclaimers as they appear in the Licensed Material. 
4.2         Neither the Licensee nor Authorized Users may systematically make print or electronic copies of multiple extracts of the Licensed Material for any purpose other than is permitted in Section 3.2.4 or approved in writing in advance by SPE.  
4.3         Neither the Licensee nor Authorized Users may display or distribute any part of the Licensed Material on any electronic or other data network including, without limitation, an electronic database or repository, the Internet and the World Wide Web, other than is approved in writing in advance by SPE. 
4.4         The Publishers explicit written permission must be obtained in order to: 
4.4.1     Reproduce the whole or any part of the Licensed Material for any Commercial Use. 
4.4.2     Make available or distribute the whole or part of the Licensed Material to anyone other than Authorized Users. 
4.4.3     Publish, distribute or make available the Licensed Material or works which combine it with any other material, other than as permitted in this License.
4.4.4     Alter, abridge, adapt or modify the Licensed Material, except to the extent necessary to make it perceptible on a computer screen to Authorized Users, or as otherwise permitted in this License. Unless specifically authorized in writing by The Publishers or the copyright holder, no alteration of the words or their order is permitted. 
 4.5         For the avoidance of doubt, Licensee or Authorized Users may not use the Licensed Material either in, or to train, any artificial intelligence (“AI”) system or software, any machine learning system or software, or any other electronic means to automatically analyze or draw inferences from patterns of data.  
4.6         Licenses purchased for individual use are for individual use only.  Any sharing of the individual license by the Licensee can lead to suspension without refund.
4.7         Neither Licensee nor Authorized Users may use the Licensed Material for any unlawful purpose. SPE reserves the right to terminate Licensee or Authorized User’s access to the Licensed Materials if the use of the Licensed Materials violates or, in SPE’s sole and absolute discretion, is likely to violate, any laws, regulations, or rulings, infringe upon another person’s rights, or violate the terms of this Agreement.

5.            Warranties 
5.1         SPE warrants to the Licensee that:
5.1.1     It has sufficient rights in the Licensed Materials to grant the rights and licenses provided for herein, subject to the terms and conditions hereof.
5.1.2     The Licensed Material, if used as contemplated in this License, does not knowingly infringe any copyright or other proprietary or intellectual property rights of any natural or legal person.
5.1.3     SPE will not be responsible for any claim, loss or liability attributable to errors, inaccuracies or other defects in the Licensed Material or any part thereof whether arising from any intentional act or omission or (to the maximum extent permitted by relevant laws) any negligence or otherwise, and BOTH PARTIES EXPRESSLY EXCLUDE ANY LIABILITY FOR BREACH OF ANY IMPLIED OR EXPRESS WARRANTY AS TO TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SPE BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF USE OF ANY OF THE LICENSED MATERIAL. Other than for the obligations of indemnity set forth in 5.2 below, SPE's maximum liability to Licensee hereunder is limited to the Fee paid by Licensee to SPE for the then current Subscription Period.
5.2         SPE shall indemnify and hold Licensee harmless from and against any claim by a Publisher that the Publisher has not granted to SPE the right to make the license grants to Licensee set forth herein. SPE makes no representations or warranties as to the underlying rights of the Publishers in the Licensed Materials, and will have no obligation to indemnify Licensee from and against any claim by a third party that the applicable Publisher does not have such rights in the applicable Licensed Materials. Any indemnity is conditioned upon Licensee providing SPE with prompt written notice of the third-party claim and SPE having authority to control the defense of such claim. Licensee will immediately cease any use of Licensed Materials as to which a claim for indemnification is made.
5.3         SPE Shall: 
5.3.1     Provide the Licensee with information sufficient to enable access to the Licensed Material, within no more than 5 working days of the receipt by SPE of a complete list of Authorized IP Addresses and/or other Authorized Shared Access Points for the Licensee, or any revisions thereto. Subscriber IP address(es) and/or other Authorized Shared Access Points should be submitted on the OnePetro Access Form. SPE does not require IP address(es) and/or other Authorized Shared Access Points be included as part of this Subscriber License.
5.3.2     Use all reasonable efforts to ensure that the SPE server(s) have adequate capacity to support the anticipated usage of the Licensee and its Authorized Users at a level commensurate with the standards of access to information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License.
5.3.3     Use all reasonable efforts to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save for routine maintenance and down-time, and to restore access to the Licensed Material as soon as reasonably possible in the event of an interruption or suspension of the service. SPE will make all reasonable efforts to notify Licensee of scheduled downtime at least twenty-four (24) hours in advance. 
5.4         SPE reserves the right at any time to withdraw from the Licensed Material any item or part of an item for which it has reasonable grounds to believe does or may infringe upon or misappropriate the intellectual property rights of a third party.
5.5         Licensee Shall: 
5.5.1     Use reasonable efforts to ensure that Authorized Users are made aware of and undertake to abide by the terms and conditions of this License; and on becoming aware of any unauthorized use or other breach, inform SPE in a timely manner and take reasonable steps both to ensure that such activity ceases.
5.5.2     Keep full and up-to-date records of all Licensees’ authorized IP Addresses, and upon request provide SPE with periodic lists of additions, deletions or other alterations to such records as agreed between the parties from time to time.
5.6         Use its reasonable efforts to ensure that only Authorized Users are permitted access to the Licensed Material.
5.7         Prepayment is required prior to access unless prior approval has been made in writing. The Licensee shall, in consideration for the rights granted under this License, pay the Fee in accordance with Section 2 within sixty (60) days of signature and, if applicable, within sixty (60) days of each subsequent renewal. In certain circumstances, payment may be required as of the Effective Date of the Agreement.
5.8         SPE and the Licensee shall both permit and enable the collection and distribution of usage data by Licensee’s Authorized Users for SPE’s and the Licensee’s use. SPE shall be entitled to aggregate usage data with respect to Licensee’s Authorized Users with that of other licensees and their respective authorized users on a non-individually identifiable basis. Such usage information shall be compiled in a manner consistent with the applicable privacy laws. In the case that Licensee assigns its rights to another party pursuant to Section 7.2 hereof, SPE may at its discretion require the assignee to either keep such usage information confidential or require Licensee to destroy same in advance.
5.9         Each party shall use its best efforts to safeguard the intellectual property, confidential information and proprietary rights of the other party and third parties.

5.10       OnePetro may wish to create promotional materials (e.g., a case study) identifying you as a customer of OnePetro and/or this product. If requested by OnePetro, the parties agree to explore such opportunities in good faith. Any use of Licensee name and trademark shall be subject to written email consent.
6.            Term and Termination 
6.1         This Agreement and the initial Subscription Period shall commence on the Effective Date as set forth above and continue for twelve (12) months from the Effective Date . Unless terminated sooner in accordance with its terms or allowed to expire at the end of the current Subscription Period, this Agreement will recommence thereafter for successive one (1) year Subscription Periods, subject to applicable adjustment to the License Fees and request for renewal by the Licensee.  SPE will make a reasonable effort at least ninety (90) days prior to the expiration of the current Subscription Period, to send to Licensee at the last known address for billing a renewal notice stating the price applicable to the renewal Subscription Period.

6.2         This License may be terminated by SPE in the event Licensee defaults in timely payment of the License Fees and fails to remedy such default within thirty (30) days of notification in writing by SPE.
6.3         This License may be terminated by either party in the event the other party:
6.3.1     Commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the other party.
6.3.2     Becomes insolvent or becomes subject to receivership, liquidation or similar external administration.
6.3.3     Files a voluntary petition in bankruptcy or is subject to an involuntary petition that is not dismissed within sixty (60) days of filing.
6.4         On termination all rights and obligations of the parties automatically terminate except for:
6.4.1     Those specified in Sections 2, 3, 4, 5.1, 5.5 and 5.9 above.
6.4.2     All obligations in respect of Licensed Material to which access continues to be permitted.
6.5         On termination of this License for cause, as specified in Sections 6.2 and 6.3 above as applicable, Licensee shall immediately cease to use, access, distribute or make available the Licensed Material.
6.6         On termination of this License by Licensee for cause, pursuant to Section 6.3, SPE shall within thirty (30) days repay a prorated proportion of the Fee representing the paid but unexpired part of the Subscription Period. Such payment shall be the sole remedy of Licensee in the event of such a termination.
7.            General 

7.1         This Agreement will be governed by the laws of the State of Texas. Each party agrees that the state and federal courts in and for Dallas County Texas shall have exclusive jurisdiction of any dispute arising under or relating to this Agreement.
7.2         This License may not be assigned by Licensee to any other person or organization without the prior written consent of SPE.
7.3         If rights in all or any part of the Licensed Material are assigned to another publisher, SPE shall use commercially reasonable efforts to retain rights in such Licensed Material, provided, however, that a failure to obtain such rights shall not be deemed a breach of this Agreement.
7.4         Any notices to be served on either of the parties by the other shall be sent by prepaid recorded delivery, or registered post to the address of the addressee as set out in this License or to such other address as notified by either party to the other as its address for the service of notices and all such notices shall be deemed to have been received within three (3) business days of posting. Renewal notices or other communications may be sent to
7.5         Either party’s failure to perform any term or condition of this Agreement, as a result of circumstances beyond its control (including, without limitation, war, strikes, floods, governmental restrictions, power, telecommunications or Internet failures or damage to or destruction of any network facilities, or other Acts of God) shall not be deemed to be, or to give rise to, a breach of this Agreement; provided, however, that such condition that continues for more than thirty (30) days shall permit the other party to terminate pursuant to section 6 of this agreement.
7.6         The invalidity or unenforceability of any provision of this Agreement shall not affect the continuation in force of the remainder of this Agreement.
7.7         The failure of either party to require performance by the other party of any provision of this Agreement will not affect its full right to require such performance at any subsequent time; nor will the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

7.8         The Licensee and Licensor undertake to ensure that the Parties and all persons delivering services for Licensee or Licensor comply with applicable anti- bribery and anti-corruption legislation and policies.

7.9         The Licensee and licensor are committed to acting ethically and with integrity in all of our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure that any form of slavery is not taking place in our own business or in respective supply chains.

7.10        Each party shall provide the other party with all reasonable and timely assistance to enable the other party to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of personal data in relation to this Agreement. In the event that any such request, correspondence, enquiry or complaint is made directly to either party, that party shall promptly inform the other party providing full details of the same”.

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