The Catalyst Review Electronic Site License Agreement

Gwynedd Office Park • P.O. Box 680 • Spring House, PA 19477 • Phone: 215-628-4447 • Fax: 215-628-2267
E-mail: tcgr@catalystgrp.com • Web Site: www.catalystgrp.com
The Catalyst Review Electronic Site License Agreement
2012-2013
The Catalyst Review (“The Catalyst Review”) is a monthly publication of The
Catalyst Group Resources (“Publisher”). Upon submitting a request for an electronic
subscription for a multi-site or single-site license and payment of the subscription price
in full, your access to the electronic subscription of The Catalyst Review will be activated
and you will become an authorized user and distributor ("Licensee").
1. Terms of this License Agreement
This License Agreement sets forth the terms and conditions under which the
Publisher provides multi-site or single-site subscribers with access to the electronic
edition of The Catalyst Review. This License Agreement solely covers a multi-site or
single-site license subscription for the Licensee and Licensee’s designated Authorized
Users (hereinafter defined). Individual subscribers are covered separately under an
Individual License Agreement available from the Publisher.
BY COMPLETING THE ENROLLMENT PROCESS AND PAYING THE
ANNUAL SUBSCRIPTION FEE IN FULL, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, WHICH ARE
BINDING UPON YOU, JUST AS IF YOU HAD SIGNED THIS AGREEMENT.
IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE
CONTACT THE PUBLISHER AND DO NOT COMPLETE THE ENROLLMENT
PROCESS.
2. License
The Publisher hereby grants to the Licensee and its Authorized Users the non-exclusive,
non-transferable right and license to access the Licensed Material during the paid subscription
period according to the terms of this License Agreement and to make the uses permitted and
described below
3. Definitions
A. The term ‘Licensed Material’ means the online content consisting of
articles and related materials published by the Publisher as “The Catalyst
Review”.
B. An ‘electronic subscription’ to The Catalyst Review provides access to
HTML digital reader and/or PDF versions of the final, typeset articles in
The Catalyst Review.
C. ‘Authorized User(s)’ means those registered current employees and
independent contractors of the Licensee (whether on a permanent,
temporary or contract basis) who are permitted by the Licensee to access
the Secure Network from within or outside the Licensee’s premises, whose
identity is authenticated to the Publisher at the time of login or

distribution and periodically thereafter consistent with current best
practice, and whose conduct is subject to regulation by the Licensee.
D. ‘Secure Network’ means a network operated or controlled by the
Licensee (whether a standalone electronic network or a virtual network
within the Internet or Intranet) which is accessible only to Authorized
Users.
E. ‘Authorized Sites’ means:
a. Single-Site means a Single-Site License issued for:
1. one geographic location; or
2. multiple sites within a twenty (20) mile radius of the primary
site that are part of a single organizational unit administered
centrally; or
3. if approved by the Publisher in its sole discretion, multiple
sites owned and/or operated by one or more wholly-owned
affiliates or subsidiaries of the parent company as satellite
offices of the primary site.
Example: Different campuses of the same company in
different cities are considered an Authorized Single-
Site.
b. Multi-site means a Multi-site License issued for:
1. an organization with independently administered multiple
locations within one city; or
2. an organization in more than one city, state, or country, with
administration of this license being done centrally on behalf
of all locations.
Example: Each office of a pharmaceutical company is
considered to be a different site.
c. Any affiliated company or wholly owned subsidiary that will have
access to the Licensed Material shall be taken into account when
determining what type of license is required from the Publisher.
4. Delivery & Distribution
A. The delivery and distribution format of the Licensed Material shall
be at the discretion of the publisher via either Adobe PDF or HTML digital reader;
however, the Publisher reserves the right to change the electronic format for delivery of
the Licensed Material upon prior notice to Licensee at such time as other electronic
formats become commonly available.
B. Distribution shall be made to the address, or addresses, provided by
the Licensee at time of subscription. Licensee shall be solely responsible for notifying
the Publisher of any changes to Licensee’s or an Authorized User’s e-mail and postal
mail address.
C. Licensee shall provide suitable Internet connections, and download
and distribute the free software available for accessing the above delivery formats.
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Should Licensee or an Authorized User have questions about electronic delivery format,
they may contact The Catalyst Review Customer Service at +1 215 628 4447.
5. Permitted Uses
A. Pursuant to this License, the Licensee is authorized to do any of the
following with individual articles or excerpts from, or an entire issue of, The Catalyst
Review:
a. Allow Authorized Users to have access to the Licensed Material via
the Secure Network.
b. Supply to Authorized Users, by electronic or other means, copies of
one or more articles or excerpts from the Licensed Material.
c. Display, download and print all or part of the Licensed Material for
the purpose of internal promotion or training groups of Authorized
Users.
d. Display, download and print all or part of the Licensed Material
during a trial use period, if approved by the Publisher in its sole
discretion on a case by case basis, the duration of which shall be
determined solely by the Publisher.
e. Use the Licensed Material as part of an integrated information
service for Authorized Users that will include links between the
Licensed Material and the Licensee’s own indices.
f. Disclose or supply all or portions of the Licensed Material in print
or electronic form in response to any request, notice, demand, or
order received by Licensee in connection with any judicial,
administrative or regulatory proceeding relating to the Licensed
Material, but only to the extent required by law.
B. Pursuant to this License, Authorized Users of the Licensee may do
any of the following with individual articles or excerpts from, or an entire issue of, The
Catalyst Review, provided that the Licensed Material shall at all times show proper
copyright notices or other proprietary notices or means of identification:
a. Search, view, retrieve, display and download Licensed Material
solely for the use of an Authorized User.
b. Print single copies of the Licensed Material for an Authorized User’s
personal use.
c. Distribute single copies of the Licensed Material in print or
electronic form to other Authorized Users only for their personal
use.
d. Disclose or supply all or portions of the Licensed Material in print
or electronic form in response to any request, notice, demand, or
order received by Licensee in connection any judicial,
administrative or regulatory proceeding relating to the Licensed
Material, but only to the extent required by law.
e. Make electronic copies of all or portions of the Licensed Material
for storage on the Authorized User’s machine only.
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6. Prohibited Uses
A. Any use not authorized as a “Permitted Use” under Section 5 of this
License Agreement is prohibited and shall be treated by the Publisher as infringement
under the Copyright Act of 1976, as amended, 17 U.S.C. §§ 101 et seq., unless prior
written permission has been obtained from the Publisher. A prohibited use by the
Licensee or any Authorized User may result in immediate termination of the Licensee’s
and/or Authorized User’s subscription.
B. The Licensee and its Authorized Users are expressly prohibited
from doing any of the following with respect to any individual article or excerpt from, or
an entire issue of, The Catalyst Review, unless the prior written permission of the
Publisher has been obtained:
a. Distribute, provide, make available or forward a copy (by electronic
means or otherwise) of any Licensed Material to any person or
entity other than an Authorized User or to any Authorized User for
a purpose not permitted by this License Agreement.
b. Systematically reproduce or make multiple copies or extracts
(either in print or electronic form) of the Licensed Material for any
purpose other than as explicitly permitted under Section 5 of this
License Agreement.
c. Publish, distribute or make available any material or excerpts from
The Catalyst Review in other works or create derivative works or
otherwise combine Licensed Material with any other material.
d. Use the whole or part of the Licensed Material for sale, reward or
exploitation or impose any charge for a copy (electronic or
otherwise) of all or any portion of the Licensed Material, except for
normal printing or copying costs where such reproduction is
authorized under Section 5 of this License Agreement or as
expressly permitted by the Publisher.
e. Alter, abridge, adapt or modify any portion of the Licensed
Material, except to the extent necessary to make it perceptible on a
computer screen to Authorized Users. Notwithstanding the
foregoing, no alteration of the words or their order in the Licensed
Material shall be permitted.
f. Remove, obscure or alter the authors’ names or affiliations or the
Publisher’s copyright notices or other proprietary notices or means
of identification or disclaimers as they appear in the Licensed
Material.
g. Mount or distribute any part of the Licensed Material on any
electronic network, including but not limited to, the Internet and
the World Wide Web, except as permitted under Section 5 of this
License Agreement.
C. To obtain express written permission to make any use not expressly
authorized by this License, send hand-signed requests to: The Catalyst Review, The
Catalyst Group Resources, PO Box 680, Spring House PA 19477 USA; or via courier to:
750 North Bethlehem Pike, Spring House PA 19477 fax (215) 628-4447.
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7. Obligations of Licensee
A. The Licensee is responsible for taking reasonable measures to
prevent prohibited uses and to promptly notify the Publisher, c/o The Catalyst Review,
of any copyright infringement or prohibited use of which the Licensee or any Authorized
User becomes aware. The Licensee will cooperate with the Publisher in investigating
any such prohibited uses and will take reasonable steps to ensure the cessation of such
activity and to prevent any reoccurrence.
B. Licensee shall:
a. Take all reasonable measures to inform Authorized Users of the
terms and conditions of this License and emphasize to such
Authorized Users the need to comply with all restrictions on access,
use, reproduction and transmissions included herein, as such
restrictions may be amended, modified or supplemented from time
to time.
b. Make access available to Authorized Users only through Licensee’s
Secure Network; undertake reasonable measures within Licensee’s
control to prevent access to and improper use of the Licensed
Material by unauthorized persons; and take responsibility for
terminating any unauthorized access of which Licensee has actual
notice or knowledge.
C. Licensee understands and agrees that the Publisher has the right to
monitor access to and usage of The Catalyst Review to confirm that access to this service
is limited to the Licensee and its Authorized Users. Upon request of the Publisher from
time to time, Licensee shall provide and shall cause any or all Authorized Users to
provide to the Publisher, or its designee, such documentation as may be satisfactory to
the Publisher to evidence that all users of such service are Authorized Users of the
Licensee.
8. Copyright and Trademarks
The entire content of The Catalyst Review is copyrighted and protected by United
States copyright laws. The compilation, organization and display of the content is the
exclusive property of the Publisher. In addition, all marks, graphics, logos and page
headers in The Catalyst Review are service marks, trademarks and/or trade dress owned
by the Publisher. Any service marks or trademarks appearing in The Catalyst Review
that are not owned by the Publisher are the intellectual property of their respective
owners, who may or may not be affiliated with or connected to the Publisher.
Any unauthorized copying or prohibited use of Licensed Material, including but
not limited to, text, graphics, tables, computations or code, may result in liability for
copyright infringement (including injunctive relief and damages) under United States
copyright law.
All copies of material from The Catalyst Review shall bear the complete and
proper copyright notice as shown in the initial page of each article or, if different, on the
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portion reproduced. Deletion or modification of any copyright information or notice,
such as author attribution, is prohibited.
The Licensee may not use any trademark or service mark appearing on electronic
editions of The Catalyst Review without the prior written consent of the Publisher
and/or the owner of the mark. The Catalyst Review and The Catalyst Group Resources
are trademarks of The Catalyst Group Inc.
9. Copyright Complaints
The Catalyst Review respects the intellectual property of others, and asks its
users to do the same. The Catalyst Review may, at its sole discretion, terminate the use
of this License by any user who violates any of the terms of this Agreement, or infringes
the intellectual property rights of others.
If you are the owner of intellectual property who believes that your intellectual
property has been improperly posted or distributed by our publication, please provide
the Publisher, c/o The Catalyst Review, the following information in a signed notice:
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located
on our Web site;
Your address, telephone number and e-mail address;
A statement by you that you have a good faith belief that the disputed use
is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright
owner or are authorized to act on the copyright owner's behalf.
10. Requests for Distribution
Requests for electronic reprints of specific stories from or issues of The Catalyst
Review for marketing, information or advertising purposes will be decided by the
Publisher on a case by case basis.
In the event that the Licensee’s request for electronic reprints is approved in
writing by the Publisher, then Licensee’s use thereof shall be conditioned upon and
subject to strict compliance with all terms and conditions of the approval as
communicated in writing by the Publisher. Licensee understands and agrees that the
copyright law provisions of this License Agreement apply to all reprints.
Requests for permission to reproduce or distribute materials found on our Web
site or publication should be sent via e-mail to thecatalystreview@catalystgrp.com or by
mail to: Permissions, The Catalyst Review, The Catalyst Group Resources, PO Box 680,
Spring House PA 19477 USA; or via courier to: 750 North Bethlehem Pike, Spring
House PA 19477 fax (215) 628-4447.
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11. Termination
A. The Publisher may terminate this License for a material breach by
Licensee by providing written notice of termination to Licensee in paper or electronic
form to the e-mail address the Licensee provided upon subscription, and the Licensee
will be deemed to have received the message within two hours of transmission.
Termination will be effective at that time, so that distribution no longer occurs OR the
assigned user name and password no longer grant access to the Site. No refund shall be
provided upon such termination.
B. The Publisher shall have the right to suspend or terminate access to
the Licensed Material by any Authorized User, and to direct that the Licensee suspend
or terminate access by such Authorized User, if such Authorized User breaches the
terms and conditions of this License. Any such termination shall take effect
immediately and without prior notice to such Authorized User. No refund shall be
provided to Licensee upon such termination.
C. The Publisher may terminate this License at the end of any
subscription period, with or without cause.
12. Disclaimer of Warranties or Liability
The contents of The Catalyst Review are for general information purposes only,
do not constitute advice and should not be relied upon in making, or refraining from
making any decision. IN NO EVENT WILL THE PUBLISHER BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF
THE ARTICLES OR OTHER MATERIAL DERIVED FROM THE CATALYST
REVIEW.
The Catalyst Review is provided “as is”, without warranty of any kind,
and the Publisher hereby excludes any warranty, express or implied, as to
the quality, accuracy, timeliness, completeness, performance,
merchantability or fitness for a particular purpose of The Catalyst Review,
individual issues, or any of the contents thereof. The Publisher will not be liable
for any losses or damages, including, without limitation, damages for the loss of
business projects, or the loss of profits, arising in contract, tort or otherwise from the
use or inability to use the publication, or any of its contents, or from any action taken, or
refrained from being taken, as a result of using the publication or any such contents.
The Publisher will not be liable to any person or entity for any loss or damage
arising if online access to The Catalyst Review is suspended or interrupted, or if the
network is unavailable due to normal administration and system downtime.
The Publisher makes no warranty that the contents of its electronic edition of The
Catalyst Review are free from infection by viruses or anything else which has
contaminating or destructive properties.
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The Catalyst Review may contain certain links that lead to resources located on
servers maintained by third parties over whom the Publisher has no control. The
Publisher accepts no responsibility or liability for any of the material housed on those
servers.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LICENSE,
THE MAXIMUM LIABILITY OF THE PUBLISHER OR ANY AFFILIATE
SHALL BE LIMITED TO AND SHALL NOT EXCEED THE SUBSCRIPTION
FEES PAID FOR THE UNEXPIRED PORTION OF THE SUBSCRIPTION
PERIOD FOR WHICH SUCH FEES HAVE BEEN PAID.
13. Changes to this Agreement
The Publisher reserves the right to add or change the terms of this License
Agreement. Any changes will be posted to the Agreement and it shall be the Licensee’s
and each Authorized User’s responsibility to refer to the revised terms upon accessing
the service. Changes will become effective within three hours after first posting to The
Catalyst Review online edition and the Licensee and each Authorized User will be
deemed to have accepted any change if the Licensee or Authorized User continues to
access the site after this time period.
14. Privacy Protection
The Publisher may from time to time send information to Authorized Users about
its parent company’s product or service offerings. Abstracted user profiles containing
title, company and geographic location may be utilized by the Publisher in marketing or
advertising activities. Should you wish your abstracted profile not to be utilized for this
purpose, please email thecatalystreview@catalystgrp.com with the subject heading ‘Optout’
and request that your abstracted profile not be utilized. Any subsequent use of your
information by the Publisher will cease no later than 2 weeks after receipt of your email.
15. Force Majeure
The Catalyst Review shall have no liability for any interruption or delay in access
to its online distribution (via PDF or digital reader), regardless of the cause.
16. Governing Law
This Agreement shall be interpreted and construed in, and governed by the laws
of the Commonwealth of Pennsylvania, United States of America, without reference to
conflicts of law principles as applicable to agreements made and wholly performed
therein.
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17. Arbitration
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, may be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof.
Any arbitration proceeding shall be conducted in Montgomery County, Pennsylvania.
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By subscribing, you have agreed to The Catalyst Review Electronic User Agreement.
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