This ORCID Basic Licensee Agreement (“Agreement”) is entered into by and between ORCID, Inc. a Delaware nonstock corporation located at 10411 Motor City Drive, Suite 750, Bethesda, MD 20817 (“ORCID”) and _______________ , a _______________corporation, located at _______________ (“Licensee”) as of the Agreement Date (as defined in Article 1). In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, ORCID and the Licensee (each a “Party” and together the “Parties”) hereby agree as follows:
As used in this Agreement, the following definitions shall apply:
Affinity Member or Member means any organization that has entered into a license agreement with ORCID relating to use of the ORCID Registry, a Token, and the Member APIs, or otherwise meets conditions established by ORCID.
Agreement Date means the date on which Licensee signs this Agreement, and is the date the Agreement becomes effective.
Account Administrator(s) means one or more employees or agents designated by Licensee to exercise the Member Privileges on Licensee’s behalf.
Claim means confirming that a Record refers to oneself and indicating who will manage the Record (i.e., depositing and editing data and managing privacy settings) after the initial creation of the Record by an Affinity Member.
Individual means a person about whom an ORCID Record exists or is being created.
Initial Term means the duration of this Agreement as set forth on Appendix A. Renewal Term shall have the meaning set forth in Section 11.1.
Member APIs means APIs which interact with the ORCID Registry through a Token and will include at minimum APIs to: create Records, update or add new data to existing Records, query the Registry and retrieve Records at levels more sophisticated than those available to the public, and support authentication and authorization.
Member Privileges means the use of the aspects of the ORCID Registry only available to Affinity Members as described in Article 2 of this Agreement and in the “Member Privileges” section of the ORCID Website.
ORCID Identifier means the globally unique identifier assigned by ORCID to an Individual.
ORCID Record Dispute Procedure means the procedures ORCID uses to assist Affinity Members and other users of the ORCID Registry resolve disputes about the accuracy of Record Data, posted on the ORCID Registry website, as amended from time to time by ORCID.
ORCID Registry means the ORCID database that contains all Private Data, Limited Access Data, and Public Data.
Privacy Settings means selections indicating whether specific data within a Record shall be Private Data, Limited Access Data, or Public Data. Those terms shall have the following definitions with respect to public access via the ORCID Registry:
“Private Data” means Record Data that has been marked “Private” by the Individual, a Proxy or a Trusted Party and is viewable through the ORCID Registry only by the Individual or Proxy, with the exception that a Trusted Party can see Private Data it deposits (unless access is subsequently blocked by the Individual).
“Limited Access Data” means Record Data that has been marked “Limited Access” and is viewable through the ORCID Registry only by the Individual, a Proxy or specified Trusted Parties.
“Public Data” means Record Data that may be made available by ORCID to the public in both the ORCID Registry and the annual Public Data File.
Proxy means an individual designated by an Individual with authority to edit, modify, add, or delete ORCID Record Data other than the ORCID Identifier.
Public Data File means a downloadable file of all Public Data in the ORCID Registry on a given date from Records created or claimed by an Individual.
Record means the information about an Individual in the ORCID Registry, other than System Data.
Record Data means the individual data elements in a Record, including the ORCID Identifier and metadata associated with linked research objects. A link, but not the linked object itself (e.g., text or full metadata), is considered part of the Record Data.
System Data means data associated with a Record that is not part of the visible ORCID Registry, such as a password.
Terms and Conditions of Use means those terms and conditions governing access to and use of the ORCID Registry by users posted under the title “Terms and Conditions of Use” on the ORCID Registry website homepage (or a link therefrom), as amended from time to time by ORCID.
Token means a unique passcode provided by ORCID to Licensee to use the Member APIs.
Trusted Party means an Affinity Member that has been granted rights by an Individual to deposit and edit Record Data and/or read Limited Access Data.
Use means use, store, sublicense, reproduce, modify, transmit, distribute, publicly perform and publicly display.
2. Grant of License from ORCID and Member Privileges
In addition to access to the ORCID Registry which is available to the public under the terms set forth in the Terms and Conditions of Use, Licensee shall have the Member Privileges available to its category of ORCID membership which shall include at minimum those privileges set forth in this Article 2. Member Privileges may be added and amended from time to time by ORCID beyond those set forth in this Article 2, and current Member Privileges shall appear on the ORCID Website homepage (or a link therefrom) under the document “Member Privileges,” which is incorporated herein and made part hereof by reference. All Member Privileges are subject to the terms and conditions of this Agreement. The license set forth in Section 2.1 and the other Member Privileges shall remain in effect for the Initial Term (or the relevant Renewal Term) of the Agreement set forth in Attachment A, unless earlier terminated under Article 11 or 12, or restricted under Section 6.2.
2.1 Grant of License.
As of the Agreement Date, and subject to timely payment in full of the fees set forth on Appendix A, ORCID grants to Licensee a non-transferable license to use the Token to access the Member APIs and deposit, and Use ORCID Record Data, subject to the relevant Privacy Settings and terms and conditions set forth in this Agreement. All rights not expressly granted herein are reserved by ORCID. Nothing herein shall require Licensee to exercise any of the Member Privileges, including the creation of ORCID Records or the depositing of Record Data contemplated by Sections 2.2.1, 2.2.2, 2.2.3, 2.2.4.
2.2 Deposit of Data and Management of Profiles
2.2.2 Depositing in Existing ORCID Records. Licensee shall have the ability to deposit and edit Record Data in existing ORCID Records where the relevant Individual has granted Licensee authority as a Trusted Party. Notwithstanding the foregoing, a Member that creates an ORCID Record on behalf of an Individual can continue to deposit Record Data without being named a Trusted Party until a Claim has been asserted by the relevant Individual.
2.2.3 Grant of License to ORCID if Licensee is Creating ORCID Records or Depositing Record Data. Subject to the terms and conditions of this Agreement, if Licensee creates ORCID Records or otherwise deposits Record Data, Licensee grants to ORCID a fully-paid, royalty-free, non-exclusive, worldwide, perpetual, irrevocable license for any and all rights necessary to (i) Use the Record Data Licensee deposits in the ORCID Registry, provided such Use is subject to any Privacy Settings and is made in connection with the ORCID Registry; (ii) allow the public to Use such Record Data, subject to any Privacy Settings . The public license may include commercial uses, provided that use of the ORCID Regisgtry shall be subject to Section 2.6.1(v)-(ix) in the case of Affinity Members and the Terms and Conditions of Use in the case of the public. For the avoidance of doubt, only data marked as Public Data will be available to the public through the ORCID Registry for Use , and Private Data and Limited Access Data will only be available consistent with the definitions set forth in Article 1.
2.2.4 Public Data File. Licensee acknowledges that Public Data will be made available in a Public Data File under a CC0 1.0 Universal Public Domain Dedication (sometimes referred to as a CC0 Waiver) developed by Creative Commons under which ORCID would waive all rights it owns in the Public Data File worldwide under copyright law, including all related and neighboring rights, to the extent allowed by law. Given the nature of the CC0 waiver, ORCID will not impose restrictions or conditions on use of the Public Data File, but will recommend users follow community norms.
2.2.5 Permanence. Licensee acknowledges and agrees that while Record Data may be removed from the ORCID Registry (other than the ORCID Identifier) or Privacy Settings may be changed by the relevant Individual and/or his or her Proxy (and in limited circumstances by ORCID as set forth in Section 8), ORCID has no ability to control public use with respect to Record Data made available to the public (including Trusted Parties) prior to removal or change of Privacy Settings.
2.3 Data Searching, Download and Alerts
2.3.1 Searching/Downloading. Licensee shall have access to the Member APIs to perform search queries of the ORCID Registry and down-loading of Record Data, including Limited Access Data if granted the right by the relevant Individual or Proxy.
2.3.2 Data Files. Licensee periodically (as set forth in the Member Privileges) shall receive an ORCID data file containing Public Data and Limited Access Data to which Licensee has been granted access by the relevant Individual or Proxy.
2.4 Nominations for ORCID Board.
Individuals representing Licensee may be nominated to serve on the ORCID Board of Directors, consistent with ORCID’s By-laws which are available on the ORCID website.
2.5 Account Administrators.
The right to exercise the Member Privileges on behalf of Licensee shall be limited to the Account Administrators. Account Administrators (or any other person, entity or computer system that uses Licensee’s Token) shall be deemed to be acting on Licensee’s behalf, and Licensee shall be liable for the activities of its Account Administrators (and any other such other persons, entities or computers using the Token), except in the event that Licensee establishes that a security violation is due to ORCID’s fault.
2.6 Limitations on Licensee’s Use
2.6.1 Licensee is prohibited from and agrees to the following restrictions, provided that Sections (iii) and (iv) shall only be applicable to those Affinity Members that elect to Create ORCID Records or otherwise deposit, edit, or modify Record Data:
(i) Not to allow any other entity or person to use the Token except to assist Licensee in using the Token on Licensee’s own behalf (in which case, such entity or person shall be treated as an Account Administrator hereunder);
(ii) Not to use the Token and/or the other Member Privileges to create any service which replicates or directly competes with the ORCID Registry and/or that allows users to by-pass the payment of fees for the ORCID Registry or any part thereof; provided that nothing herein shall limit the rights of Licensee with respect to the public data file as more fully described in Section 2.6.2;
(iii) Not to deposit types of data other than those permitted by a specified field, and not to include any full works in such fields (in other words, only metadata and links to works may be deposited and not texts of articles, blogs, or publications and datasets);
(iv) Not knowingly to deposit, edit, or modify any ORCID Record in a manner that makes it false, untrue, misleading or libelous in whole or in part, or make any use any ORCID Record in any manner that does any of the foregoing or violates the rights of publicity of any individual;
(v) Not to use any Record Data to contact any Individual for marketing purposes without giving the Individual the right to opt-out of such marketing communications;
(vi) Not to use Record Data to send “junk mail”, “spam”, “chain letters”, “pyramid schemes,” or similar schemes;
(vii) Not to use Record Data to harass, abuse or harm another person;
(viii) Not to override, circumvent, or disable any encryption features or software protections employed to protect the security of the Token or ORCID Registry, including without limitation Private Data;
(ix) Not to manipulate identifiers in order to disguise the origin of any Record Data; knowingly upload or post any Record Data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment; or intentionally interfere with or disrupt ORCID servers or networks; and
(x) Not to use any or all of the Token, the Member APIs, or the ORCID Registry in violation of this Agreement, or in any manner that is otherwise illegal in the United States of America (“U.S.”) and the jurisdiction in which Licensee is located if other than the US.
2.6.2 Nothing herein shall limit Licensee and its Account Administrators from making uses of the Public Data File distributed under a CC0 waiver, subject to any terms posted with the Public Data File.
2.7 Limitations on ORCID’s Use.
ORCID shall only use and make available via the ORCID Registry Record Data as permitted by this Agreement, and to the extent that any Record Data is edited or removed as permitted by this Agreement, the viewable Registry shall reflect such changes.
3. Licensee Representations and Warranties regarding Record Data
3.1 Authority to Create ORCID Records.
If Licensee is creating ORCID Records, Licensee represents and warrants that it has the authority and right to deposit in the ORCID Registry the Individuals’ Record Data it deposits, subject to the Privacy Settings selected by Licensee, and to allow ORCID to use the Individuals’ email addresses to contact the Individuals to Claim Records.
3.2 Consent for Creation of ORCID Records.
If Licensee creates any ORCID Records, Licensee represents and warrants that it has all necessary consent of Individuals for whom it creates such Records and subsequently deposits Record Data (until the ORCID Record is Claimed) to (i) allow ORCID to Use the Record Data it deposits, subject to the Privacy Settings, in connection with the ORCID Registry; and (ii) allow the public to Use the Record Data it deposits, subject to the Privacy Settings. Licensee must set the initial Privacy Settings as Private Data for any Record Data for which Licensee does not have the consent of the Individual to allow such public access and such public use of the Record Data. Licensee acknowledges and agrees that ORCID is relying on Licensee to determine what steps, if any, it needs to take under its own internal privacy policies, employment contracts, and the laws in the U.S. and the state or other country in which it operates in order to obtain the required consent hereunder, provided that such deposit does not violate the privacy, publicity, or any other rights of the Individual for whom Licensee deposits Record Data under such policies, contracts and laws.
3.3 Non-violation of Rights.
If Licensee is creating an ORCID Record or depositing Record Data, Licensee acknowledges and agrees that ORCID is under no obligation to seek the prior consent of any Individuals about whom Licensee deposits Public Data before distributing and making such Public Data available to the public for all Use. With respect to any ORCID Records created by Licensee, Licensee represents and warrants, ORCID not seeking such prior consent shall not violate the privacy, publicity, or any other rights of any Individual for whom Licensee has deposited Public Data.
3.4 Consent for Record Data Deposited by Trusted Party.
If Licensee deposits Record Data as a Trusted Party authorized by an Individual through the ORCID Registry, Licensee represents and warrants that such deposited Record Data are consistent with authority granted by the Individual.
If Licensee is creating an ORCID Record or depositing Record Data, Licensee represents and warrants all Record Data it deposits is to the best of the knowledge of its Account Administrators true and correct as of the date of deposit and is associated with the correct Individual and ORCID Identifier. Licensee shall correct and/or make known to the relevant Individual and ORCID any data it later discovers to be incorrect.
If Licensee is creating an ORCID Record, Licensee represents and warrants that to the best of the knowledge of its Account Administrators, it shall not do so for a person under the age of 18 (or age of majority if older in the relevant jurisdiction).
If Licensee is creating an ORCID Record or depositing Record Data, and deposits any links to articles, blogs, data sets or other works which may be subject to intellectual property protection, Licensee represents and warrants that to its knowledge, the depositing of such links does not violate the copyright or any other intellectual property rights of a third party.
All representations and warranties above shall be true and correct as of the Agreement Date and shall remain true and correct throughout the Initial Term (or Renewal Term) of the Agreement; provided, however, that Licensee is under no obligation to update Record Data during the Initial Term (or Renewal Term), other than to correct any Record Data that was not true and correct at the time of deposit (by correcting and/or informing the relevant Individual and ORCID that any Record Data that was not true and correct at the time of deposit) any Record Data that was not true and correct at the time of deposit), and shall have no further liability for ORCID’s continued Use of uncorrected Record Data after Licensee has corrected it or informed the relevant Individual and ORCID. Licensee shall promptly inform ORCID if its Account Administrators learn or suspect that any Record Data it has deposited or any Privacy Setting it has selected violates or may violate the rights of privacy, publicity or other rights of an Individual. In addition to any other rights ORCID has hereunder, Licensee and ORCID shall fully cooperate to correct or prevent such violation and take any other actions required under United States or applicable law.
4.Intellectual Property Ownership
As between the Parties, ORCID owns all right, title, and interest, including without limitation, applicable database rights, in and to the ORCID Registry and the software upon which it is built, the System Data, the Member APIs, the Token, and the ORCID trademark (the “ORCID Intellectual Property”); provided however, ORCID Intellectual Property does not include any individual data elements in the ORCID Registry. ORCID has committed to making ORCID software available under an open source license whenever legally possible. Licensee hereby represents that it will not, during the Initial Term (or Renewal Term) of this Agreement, or any time thereafter, dispute or contest, indirectly or directly, ORCID’s rights in and title to the ORCID Intellectual Property. Similarly, as between the Parties, Licensee may own certain trademark rights in its name. Neither Party may use the other’s name or trademark(s) in any way likely to cause confusion as to the origin of goods or services, or to endorse or show affiliation with the other, except as specifically approved in writing. Notwithstanding the foregoing, ORCID may use Licensee’s name and logo to indicate that ORCID and Licensee have entered into this Agreement and identify Licensee as an Affinity Member of ORCID, and Licensee is encouraged to use ORCID’s name and logo to announce its use of the ORCID Registry and its status as an Affinity Member, provided that Licensee correctly identifies ORCID as a trademark under US and other laws if requested by ORCID. Furthermore, if Licensee is providing a link to the ORCID website, either Party may use the other Party’s name and logo (subject to review and approval by the other Party at any time) to publicize such links.
5. Delivery and General Support
5.1 Requirements and Modifications.
Licensee is solely responsible for establishing and maintaining hardware and Internet connections as it deems necessary to provide its access to and use of the ORCID Registry and the Member APIs. Licensee understands and acknowledges that from time to time ORCID may modify its software, the Token mechanism, or the Member APIs, and features of its software, the Token mechanism, and the Member APIs may migrate to different formats or be removed. ORCID will endeavor to provide Licensee with at least 30 days’ notice (which may be provided electronically) of such changes.
5.2 Unavailability of the ORCID Registry.
ORCID shall use commercially reasonable efforts to provide continuous availability of the ORCID Registry and the Member Privileges. However, Licensee recognizes that the ORCID Registry and the Member Privileges may not be available from time to time due to maintenance of the server(s), the installation or testing of software, the loading of Record Data, and downtime relating to equipment or services outside the control of ORCID including, but not limited to, public or private telecommunications services or internet nodes or facilities; provided, however, that ORCID shall give Licensee reasonable advance notice of any downtime within ORCID’s reasonable control.
5.3 Premium Members.
For those members who elect to pay premium membership fees, in addition to the commitments set forth in this Agreement with respect to Members generally, ORCID shall provide a call-back API, queries of explicitly shared data, higher allowed API requests per day, and custom reports as set forth in the Member Privileges.
6. Privacy, Security and Usage Data
6.1 Data Protection.
6.2 Protection of the Token, the ORCID Registry and ORCID Record Data.
Licensee shall undertake commercially reasonable procedures required to protect the Token, the ORCID Registry, and ORCID Record Data from any security breaches or other use that is a violation of this Agreement, or applicable law. Licensee agrees to notify ORCID promptly upon its Account Administrators or contacts on Appendix A learning of any violation or alleged violation of this Agreement; to cooperate fully with ORCID in investigating and curing violations or alleged violations, including, without limitation, assisting ORCID in providing Individuals with any required notices. Additionally, in the event of a violation of this Agreement, Licensee understands and agrees that ORCID may (in addition to taking legal action), impose temporary restrictions on use of the Token and access to the ORCID Registry until the violation is cured.
6.3 Security Beaches.
In addition to the obligations set forth in Section 6.2, Licensee agrees to notify ORCID promptly upon its Account Administrators or contacts on Appendix A learning of any breach of Record Data or Token security even if such breach is not a violation of Licensee’s obligations hereunder.
6.4 Monitoring and Gathering Usage Data.
7.1 Licensee Fee.
Licensee shall make payments to ORCID, under the terms set forth in Appendix A, for license of the ORCID Token and the Member Privileges hereunder. ORCID reserves the right to charge additional fees for any additional Member Privileges that become available and that Licensee elects to license during the Initial Term (or Renewal Term).
7.2 Other Costs.
Licensee shall be solely responsible for all costs associated with establishing Licensee’s access to and use of the Token, the ORCID Registry and Membership Privileges, including but not limited to any hardware, and any telecommunications or other charges imposed by carriers, proprietary network operators, and/or Internet access providers. Licensee shall also be solely responsible for sales, use, or other taxes or other costs and fees relating to Licensee’s use of the ORCID Token, the ORCID Registry, and the Member Privileges other than taxes based upon or credited against ORCID’s income.
8. Disputed Data; Withdrawal of Data from the ORCID Registry.
ORCID shall assist in resolving disputes between users (including, without limitation, between Individuals, Licensee, and other Affinity Members) of the ORCID Registry regarding Claims, data accuracy and integrity, and Individual identity, in accordance with policies and procedures set forth in the ORCID Record Dispute Procedure, which is posted on the ORCID website and which is incorporated herein by reference. Notwithstanding the foregoing, ORCID makes no representation about and shall not be responsible for the accuracy of data deposited in the ORCID Registry. ORCID reserves the right to remove from the ORCID Registry and its servers any ORCID Record Data or disable access to parts of the ORCID Registry where ORCID learns or becomes aware that any ORCID Record Data or the distribution, transmittal, display or performance thereof, violates the privacy, publicity or other rights of any person, is the subject of a dispute, or for any other good cause, including without limitation, in any situation in which ORCID is advised by legal counsel that the retention of such Record Data poses a legal risk to ORCID.
9. General Representations and Warranties, Disclaimers, Limitation of Liability and Indemnity.
9.1 Authority to Enter into Agreement.
Each Party represents and warrants that it has the authority to enter into this Agreement, and to bind that Party to the terms and conditions herein. Each Party further represents and warrants that it has caused this Agreement to be executed by a duly authorized representative.
9.2 General Disclaimer.
ORCID shall use commercially reasonable efforts in providing the Member Privileges, maintaining the ORCID Registry, and protecting the security of Limited Access Data and Private Data. OTHER THAN THE EXPRESS WARRANTIES STATED IN THIS ARTICLE 9, THE ORCID REGISTRY, RECORD DATA, THE PUBLIC DATA FILE, THE TOKEN, THE MEMBER APIs, AND/OR THE MEMBER PRIVILEGES (individually and collectively, the “ORCID SYSTEM”) ARE PROVIDED ON AN “AS IS” BASIS, AND ORCID AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES (individually and collectively, the “ORCID PARTIES”) DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, ORAL, OR WRITTEN) RELATING TO THE ORCID SYSTEM, INCLUDING WITHOUT LIMITATION, ANY AND ALL (1) IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTIBILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) REPRESENTATIONS AND WARRANTIES REGARDING (a) FREEDOM FROM IDENTITY THEFT OR ANY OTHER MISUSE OF RECORD DATA (b) THE ACCURACY OR COMPLETENESS OF THE ORCID SYSTEM; (c) FREEDOM FROM DEFAMATION, SLANDER, INFRINGEMENT OF RIGHTS OF PUBLICITY AND PRIVACY, AND/OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION; (d) LINKS BETWEEN THE ORCID SYSTEM AND OTHER SITES AND CONTENT; and/or (e) ANY AND ALL USES, REPRODUCTIONS, DISPLAYS, PERFORMANCES, TRANSMISSIONS, AND DISTRIBUTIONS THAT EXCEED OR VIOLATE THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF USE, AND/OR ANY USES MADE OF ORCID DATA AFTER THE REMOVAL OF SUCH ORCID DATA OR THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. SIMILARLY, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, LICENSEE AND ITS GOVERNING BOARD, MEMBERS, OFFICERS, EMPLOYEES, AGENTS CONTRACTORS, AND REPRESENTATIVES (collectively, the “Licensee Parties”) DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, ORAL OR WRITTEN) RELATING TO THE RECORD DATA AND/OR THIS AGREEMENT.
9.3 Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE ORCID PARTIES (as defined in Section 9.2) BE LIABLE FOR ANY LOSSES, DAMAGES, LIABILITIES, COSTS OR CLAIMS (“COSTS”) DIRECTLY OR INDIRECTLY RELATED TO THE DISCLAIMED REPRESENTATIONS AND WARRANTIES AND RISKS SET FORTH IN 9.2, AND LICENSEE AGREES TO IRREVOCABLY RELEASE THE ORCID PARTIES FROM ANY SUCH COSTS. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LICENSEE PARTIES (as defined in Section 9.2), BE LIABLE FOR ANY COSTS (as defined above) RELATED TO RECORD DATA DEPOSITED BY AN INDIVIDUAL (OR HIS OR HER PROXY) ABOUT HIMSELF OR HERSELF OR ACTS OR OMISSIONS OF SUCH INDIVIDUAL (OR HIS OR HER PROXY) WITH RESPECT TO HIS OR HER OWN ORCID RECORD, EVEN IF SUCH INDIVIDUAL IS ASSOCIATED WITH LICENSEE, AND ORCID AGREES TO IRREVOCABLY RELEASE THE LICENSEE PARTIES FROM ANY SUCH COSTS, IT BEING UNDERSTOOD, HOWEVER, THAT THE ACTS OF SUCH INDIVIDUAL REFERRED TO DO NOT INCLUDE THE ASSERTION BY SUCH INDIVIDUAL AGAINST AN ORCID PARTY OF A CLAIM BASED ON THE WRONGFUL ACTS OR OMISSIONS OF LICENSEE (SUCH AS LICENSEE’S IMPROPER DEPOSIT OF DATA ABOUT SUCH INDIVIDUAL). IN ADDITION, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATION IN SECTION 9.4, NEITHER LICENSEE NOR THE ORCID PARTIES (as defined in Section 9.2) SHALL BE LIABLE FOR (a) ANY INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR LOST REVENUES ARISING OUT OF OR RELATING TO THIS AGREEMENT; (b) ANY LOSS, CORRUPTION OR DELAY OF DATA; OR (c) ANY LOSS, CORRUPTION OR DELAY OF COMMUNICATIONS WITH OR CONNECTIONS TO ANOTHER PRODUCT OR TELECOMMUNICATIONS SERVICE, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, CORRUPTIONS, OR DELAYS. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF THE ORCID PARTIES IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES SET FORTH ON APPENDIX A AND PAID BY LICENSEE TO ORCID HEREUNDER DURING THE INITIAL TERM OR CURRENT RENEWAL TERM.
9.4.1 Scope of Indemnity. Licensee agrees to indemnify, defend, and hold harmless ORCID, and its agents and representatives, and its and their directors, officers and employees from and against any liability, damage, loss, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of or relating to a third party claim or threatened claim (including, without limitation, actual or threatened regulatory investigation, proceeding, lawsuit or other claim) based directly or indirectly on any breach by Licensee, its Account Administrators or any other entity/person using the Token of Licensee’s representations, warranties or obligations under this Agreement. The foregoing indemnity shall not apply to the extent that (i) Licensee establishes that improper use of a Token is due to a security breach caused directly by ORCID and/or (ii) such third party claim or threatened claim is due to the negligent or otherwise wrongful acts or omissions of ORCID.
9.4.2 Indemnity Procedures. ORCID shall give Licensee prompt written notice and control of the defense and settlement of any such third party claim covered by the indemnity obligations set forth in Section 9.4.1, and shall cooperate reasonably with Licensee (at Licensee’s expense) in connection therewith; provided, however, that Licensee shall not settle any such claim without the consent of ORCID, which consent shall not be unreasonably withheld or delayed. If Licensee undertakes the defense of any such claim with appropriate counsel, and ORCID wishes to participate in the defense with separate counsel, ORCID shall bear the attorneys’ fees and costs of its separate counsel, and they shall not be subject to the indemnification.
10. Agreement Modifications.
11. Term / Termination.
This Agreement shall continue in effect for the period set forth in Appendix A hereto, and shall automatically renew for subsequent terms of one year (each a “Renewal Term”), unless either party gives written notice of termination within 60 days of the end of the Initial Term (or any Renewal Term), in which case such termination shall be effective as the end of the Initial Term (or Renewal Term). In addition, Licensee may terminate this Agreement at any time upon 90 days’ written notice; provided, however, that Licensee shall not be entitled to a return of any fees that have been paid or a waiver of any fees that have accrued, except with respect to termination under the conditions set forth in Article 10. In the event that either Party believes that the other Party has materially breached any obligations (including timely payment of any fees due hereunder), representations, or warranties under this Agreement, such Party shall so notify the breaching Party in writing. The breaching Party will have 10 days from the receipt of such notice to cure the alleged breach and to notify the non-breaching party in writing that such cure has been effected. If the breach is not cured within the 10-day period, the non-breaching party shall have the right to terminate the Agreement immediately upon written notice. ORCID has applied for tax-exempt status with the United States Internal Revenue Service (“IRS”), and ORCID reserves the right to modify or terminate this Agreement if it is advised by the IRS or legal counsel that continuation would jeopardize the exempt status of ORCID; provided that in the event of such termination, ORCID would provide Licensee with as much notice as reasonably practicable and a pro-rata refund for the remainder of the Initial Term or Renewal Term. Nothing in this Section 11.1 shall limit ORCID rights under Section 6.2 or Article 12.
11.2 Effect of termination.
Upon the termination this Agreement, Licensee’s access to the Token and Member Privileges shall be immediately terminated. To the extent that Licensee has deposited any Record Data, such Record Data will remain in the ORCID Registry unless removed by an Individual, Proxy, or ORCID pursuant to Article 8. Notwithstanding the foregoing, Licensee shall have the ability to correct any information it discovers is incorrect after termination by informing ORCID about the inaccuracy, and ORCID shall seek to correct the inaccuracy with the Record Holder and/or through the ORCID Record Dispute Procedures for conflicting claims regarding data.
The provisions of Article 1 (Definitions), Section 2.2.3 (License to ORCID), Article 3 (Licensee Representations and Warranties), Article 4 (Intellectual Property Rights), Article 9 (General Representations and Warranties, Disclaimers and Limitation of Liability and Indemnity), this Article 11 (Term and Termination), and Section 13 (Miscellaneous) shall survive any termination or expiration of this Agreement and continue in effect.
12. Use Outside the United States of America.
13.1 Entirety of the Agreement.
All notices given pursuant to this Agreement shall be in writing in English and shall be effective if sent as follows: (i) by personal service (on the same day) or (ii) by internationally recognized courier (e.g., FedEx, UPS) on the next day following the scheduled delivery date, unless an alternative form of notice is expressly permitted herein. Where electronic notice is permitted hereunder, notice shall be deemed given on the date the notice is sent. Notice shall be addressed and delivered to the Main Contact set forth in Appendix A, which Licensee shall keep up to date. Either Party may from time to time change the name and address of the individual(s) to receive notice hereunder by written notice to the other Party as set forth in this Section 13.2.
13.3 Disputes/Governing Law.
This Agreement shall be interpreted under and governed by the laws of the State of New York, United States, excluding any laws that might direct the application of the laws of another jurisdiction. The Parties expressly exclude, if applicable, the application of the United Nations Convention on Contracts for the International Sale of Goods. All claims, disputes and actions of any kind arising out of or relating to this Agreement (“Disputes”), including, without limitation, arbitration, shall be settled exclusively in New York, New York. Except as set forth herein, all Disputes shall be resolved by arbitration administered by the American Arbitration Association, pursuant to its Commercial Arbitration Rules, and a single arbitrator reasonably familiar with the information services industry shall settle all such Disputes. The decision of the arbitrator shall be final and binding on both Parties, and may be enforced in any court of competent jurisdiction. Notwithstanding the foregoing, each Party shall be entitled, in anticipation of, but not in any way limiting, arbitration or waiving any other rights or remedies, to injunctive or other equitable relief before any court located in New York, New York, and Licensee acknowledges that unauthorized use of the Token, the ORCID Registry, and/or security breaches could cause ORCID irreparable harm.
13.4 No Assignment; No Third Party Beneficiaries.
This Agreement has been executed for the sole benefit of the Parties that are signatories to this Agreement and is not intended for the benefit of any third party, regardless of any laws to the contrary.
13.5 No Agency, Joint Venture or Partnership.
Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the Parties.
13.6 Waiver or Invalidity of any Provision.
Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision or provisions of this Agreement are held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
13.7 Force Majeure.
No Party shall be in breach of this Agreement if a failure to perform an obligation hereunder results from a condition(s) that is beyond the Party’s reasonable control, including, but not limited to strikes, labor disputes, terrorist acts, or governmental requirements.
This Agreement shall not be construed or interpreted against either party as the drafter.
13.9 Counterparts; Electronic Signature.
This Agreement and any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one agreement. EACH PARTY MAY USE A PAPER (WET) OR ELECTRONIC SIGNATURE, EACH OF WHICH SHALL BE DEEMED TO BE AUTHENTIC AND EQUALLY ENFORCEABLE.
IN WITNESS THEREFORE, the parties have caused this Agreement to be executed by a duly authorized representative.
Email address: __________________________
Printed: Laurel L. Haak
Title: Executive Director
Email address: email@example.com
This Appendix A is an addendum to the ORCID Member Licensee Agreement between ORCID and the Licensee listed below and incorporates by reference all of its terms and conditions. This appendix is created by <A href="#">registering for membership</a>.
All payments shall be made in United States Dollars. Licensee shall be responsible for any taxes, assessments or charges levied, assessed or imposed which Licensee or ORCID or any other party shall be required to pay or withhold (other than tax based upon or credited against ORCID's income by a U.S. federal, state, or local government). Any payments made more than sixty (60) days after they are due and payable shall be subject to a 1.5% monthly interest charge, and ORCID reserves the right to freeze access to the Token until payments are made. All payments shall be made by check payable to ORCID Inc., by credit card, or by mutually acceptable form of wire transfer. Licensee will be liable for all actual, direct, and reasonable costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by ORCID in collecting any past due amounts.
There shall be no tax withholdings deducted from any fees owing to ORCID hereunder; provided that if Licensee is required to “gross up” any sums owing to ORCID in order to pay applicable withholding tax under the laws of the jurisdiction in which it is located, Licensee shall provide ORCID with the following information: (a) an original receipt from the taxing authority with respect to the tax paid; (b) a report setting forth the fees owing to Licensee with respect to which the tax was paid, the amount of tax paid, and the date of tax paid; and (c) such other information as ORCID shall reasonably request to evidence its right to credit such tax against unrelated business income tax payable under the laws of the United States of America.