These terms of business (“Terms of Business”) govern your use of the Scholytics research evaluation service available at https://www.scholytics.net (“Scholytics”) together with the terms of your subscription agreement (“Subscription Agreement”) with Naver Corporation (“PROVIDER”) or PROVIDER’s authorized agents. These Terms of Business and your Subscription Agreement constitute the entire agreement and supersede any prior discussions or representations regarding your use of Scholytics. In the event of any conflict between these Terms of Business and your Subscription Agreement, the terms of your Subscription Agreement will control.
PROVIDER hereby grants to you the non-exclusive, non-transferable, non-sublicensable right to access and use the Scholytics Products and to make available the Scholytics Products to your Authorized Users (as defined below) in accordance with these Terms of Business and your Subscription Agreement.
You may make the Scholytics Products available only to your Authorized Users, who have undergone proper authentication procedure at the subscribing locations listed in your Subscription Agreement (“Subscription Sites”), via on-site access within the Subscription Sites and/or remote access using authenticated usernames and passwords. “Authorized Users” are the individuals employed or otherwise engaged by you to perform research and development in furtherance of your business, including your employees, contractors, subcontractors, consultants, students, professors and visiting scholars, as well as those visitors and guests who are permitted by you to access the Scholytics Products using computer terminals within the library facilities at the Subscription Sites or personal laptop computers connecting through intranet available at the Subscription Sites within the authenticated IP address range identified in your Subscription Agreement (“Walk-in Users”). All of your Authorized Users shall be subject to the terms and conditions set out in these Terms of Business, Subscription Agreement and the Terms of Use available at https://www.scholytics.net/terms-of-use.
You and your Authorized Users may use the Scholytics Products by:
1.3.1 browsing, searching, and viewing each item in the Scholytics Products;
1.3.2 printing, copying, storing, and displaying each item in the Scholytics Products for your internal purposes;
1.3.3 providing print or electronic copies of the Scholytics Products to governmental, regulatory, or judicial authorities worldwide, as part of submitting reports or applications in connection with your business; and
1.3.4 providing print or electronic copies of the Scholytics Products for any scholarly publications including research papers and conference proceedings, grant applications, press releases, and presentations made by you or for your benefit.
In the event that an Authorized User makes a copy of the Scholytics Products, such copy will at all times accompanied by appropriate credit attribution in the following or comparable format: Data from Scholytics, NAVER Corporation, https://www.scholytics.net.
Except as expressly stated in these Terms of Business and your Subscription Agreement or otherwise permitted in writing by PROVIDER, you and your Authorized Users shall not:
1.4.1 create any derivative or secondary works based on the Scholytics Products or otherwise make any alterations or modifications to the Scholytics Products;
1.4.2 reproduce, retain, store the Scholytics Products in a systematic or significant manner;
1.4.3 transmit, publish, distribute or disseminate online the Scholytics Products;
1.4.4 use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices to search, and index items in the Scholytics Products or retrieve data from the Scholytics site;
1.4.5 upload viruses or other malicious codes that interferes with any other person’s use of the Scholytics Products;
1.4.6 abuse or abnormally use system features that disrupts smooth working of the Scholytics Products;
1.4.7 remove, obscure, modify or destroy any copyright notices, other notices or disclaimers contained in the Scholytics Products; or
1.4.8 use the Scholytics Products for any illegal or unlawful purpose or in violation of any rights of another person.
You acknowledge that PROVIDER and its licensors of the data within the Scholytics Products own all right, title and interest in and to the Scholytics Products. Nothing in these Terms of Business and your Subscription Agreement shall be construed as granting or conferring, expressly or impliedly, any rights by license or otherwise to you and your Authorized Users, except as specifically set forth in these Terms of Business and your Subscription Agreement.
PROVIDER will make the Scholytics Products accessible to you and your Authorized Users from the Scholytics site.
PROVIDER will use reasonable efforts to provide the Scholytics Products with an average of 98% up-time per year, with the 2% down-time including scheduled maintenance and repairs performed at a time to minimize interruption or suspension of service. PROVIDER will use commercially reasonable efforts to restore interrupted or suspended service as soon as possible.
PROVIDER reserves the right to withdraw from the Scholytics Products, without liability to you, items that it no longer retains the right to provide or that it believes in its discretion are unlawful, harmful, false or infringing. PROVIDER shall not be liable in any way for any claim or damage resulting from continued use of withdrawn items by you or any of your Authorized Users.
Your and your Authorized Users’ access to the Scholytics Products will be authenticated by the use of Internet Protocol (“IP”) addresses and/or usernames and passwords, as identified in your Subscription Agreement. PROVIDER may add or substitute authentication mechanisms upon written notice to you.
Walk-in Users are not permitted to remotely access the Scholytics Products. Distribution of usernames, passwords or otherwise providing remote access to the Scholytics Products by Authorized Users who are not Walk-in Users is strictly prohibited.
You will use reasonable efforts to:
3.3.1 limit access to and use of the Scholytics Products to Authorized Users and, to the extent practicable, notify all Authorized Users of the usage restrictions;
3.3.2 issue any usernames and passwords used to access the Scholytics Products only to Authorized Users (excluding Walk-in Users), not divulge any passwords or credentials to any third party, and notify all Authorized Users not to divulge any usernames and passwords to any third party;
3.3.3 provide true, complete and accurate IP addresses, as identified in your Subscription Agreement for your exclusive use and proactively inform PROVIDER of any changes to your IP addresses, including the addresses no longer being used exclusively by you; and
3.3.4 promptly upon becoming aware of any unauthorized use of the Scholytics Products, inform PROVIDER and take all reasonable steps to cease such unauthorized use and to prevent any recurrence.
In the event of any unauthorized use of the Scholytics Products, PROVIDER may upon notice to you suspend all or part of your and your Authorized Users’ access to the Scholytics Products until the cause of such unauthorized use has been remedied.
You will be fully liable for unauthorized use of the Scholytics Products by any Authorized Users, unless you can demonstrate that the unauthorized use did not result from your negligence or wilful misconduct and that you did not permit such unauthorized use to continue after having actual notice thereof.
You will pay to PROVIDER the fees in the amount and manner prescribed in your Subscription Agreement (“Fees”). All late payments will be subject to interest charges of 1% per month on the unpaid balance from the due date until the date of full payment thereof. The Fees will be exclusive of any sales, value added, withholding or similar taxes and you will be liable for any such taxes in addition to the Fees. You will indemnify PROVIDER from and against, and PROVIDER will have no obligation to compensate you for, any claim, liability, loss or expense arising from your failure or delay in providing correct tax information.
PROVIDER warrants that, to the best of PROVIDER’s knowledge, use of the Scholytics Products in accordance with these Terms of Business and your Subscription Agreement will not infringe the intellectual property rights of any third party.
PROVIDER will indemnify, defend and hold harmless you and your Authorized Users from and against any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising from or out of any third-party action or claim that use of the Scholytics Products in accordance with these Terms of Business and your Subscription Agreement infringes the intellectual property rights of such third party. If any such action or claim is made, You will promptly notify and reasonably cooperate with PROVIDER. Notwithstanding the foregoing, PROVIDER will have no obligation under this Clause for any infringement to the extent that such action or claim arises as a result of (a) a breach your obligations under these Terms of Business or your Subscription Agreement; (b) any alteration or modification made by you to the Scholytics Products; (c) your use of the Scholytics Products in combination with hardware or software not supplied by PROVIDER; or (d) any third party’s access to or use of the Scholytics Products. This indemnity obligation will survive and remain in full force and effect for a period of one (1) year from the effective date of termination of your Subscription Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SCHOLYTICS PRODUCTS ARE PROVIDED “AS IS” AND PROVIDER AND ITS LICENSORS OF THE DATA WITHIN THE SCHOLYTICS PRODUCTS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SCHOLYTICS PRODUCTS AND ANY OTHER DATA, DOCUMENTATION OR MATERIALS PROVIDED IN CONNECTION WITH THESE TERMS OF BUSINESS AND YOUR SUBSCRIPTION AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, PROVIDER DOES NOT WARRANT THAT THE FUNCTIONALITY OR OPERATION OF THE SCHOLYTICS SITE WILL BE UNINTERRUPTED OR FREE FROM ERROR OR DEFECT, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT PROVIDER WILL CORRECT ANY ERRORS OR DEFECTS.
To the fullest extent permitted by applicable law, in no event will PROVIDER or its licensors of the data within the Scholytics Products be liable for any indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of data, business interruption or loss of profits, arising out of or in connection with these Terms of Business and your Subscription Agreement. In the event that PROVIDER and/or its licensors of the data within the Scholytics Products is found to be liable hereunder, the liability of PROVIDER and its licensors to you will not exceed a sum equal to the Fees that you paid during the twelve (12) month period immediately preceding the date on which the claim arose, even if PROVIDER or any licensor has been advised of the possibility of such liability or damages.
Neither party shall be held liable for any delay or failure to perform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
If any term condition or other provision of these Terms of Business is held to be invalid void or unenforceable or to render these Terms of Business or any part of it void or unenforceable then that provision shall be severable from the remaining terms conditions and provisions of these Terms of Business which will continue in full force and effect.
PROVIDER may amend these Terms of Business by giving you at least 30 days’ written notice; provided that, any such amendment that adversely affects your use of Scholytics will only be valid and effective against you when agreed between the parties. For the avoidance of doubt, any changes reflecting added, deleted or substituted IP addresses, authentication mechanisms, invoicing and contact address details may be confirmed by PROVIDER in a notice sent to you.
You may not, without prior written consent of PROVIDER (not to be unreasonably withheld or delayed), assign, transfer or delegate any of its rights or obligations under these Terms of Business.
PROVIDER will not, without your prior written consent, transfer any personal information received by PROVIDER from you under these Terms of Business and your Subscription Agreement to any non-affiliated third party, except (i) to applicable service providers to the extent necessary to perform their functions for PROVIDER in connection with Scholytics; (ii) where reasonably necessary to address security, safety, fraud or other legal issues; and (iii) if the Scholytics Products are acquired by another company.
You will maintain as confidential and not disclose to any third party without PROVIDER’s prior written consent the specific terms and conditions of these Terms of Business and your Subscription Agreement.
All notices given pursuant to these Terms of Business will be in writing and delivered to the party to whom such notice is directed at the mailing address or the electronic mail address specified below.
If to PROVIDER:
Address: Naver Corporation, Naver Green Factory, 6, Buljeong-ro,
Bundang-gu, Seongnam-si, Gyeonggi-do, 13561, Korea.
Email: dl_scholytics@navercorp.com
Attention: Content Manager
If to you: Your Primary Contact as identified in your Subscription Agreement.
These Terms of Business shall be governed by and construed and take effect in accordance with the laws of Korea, without regard to its principles of conflicts of laws.
The parties agree that any dispute arising out of or in connection with these Terms of Business shall be subject to the exclusive jurisdiction of the Seoul Central District Court as the court of first instance.
Last revised : October 7, 2020