OpenAthens Service
Flow-down Terms

A person signing a contract

The Customer’s use of OpenAthens is subject to the following Terms and Conditions

These terms and conditions are entered into between the Reseller and the Customer with respect to the Customer’s purchase (or trial where applicable) of OpenAthens and are supplemental to the Reseller Licence Agreement (all terms as defined below).

For the avoidance of doubt, the Reseller is duly authorized to distribute and sell OpenAthens to the Customer on behalf of Jisc Services Limited (JSL) whose applicable terms and conditions are set out below and incorporated into the Reseller Licence Agreement.

The Customer hereby agrees to comply with these Terms and Conditions in its purchase and use of OpenAthens pursuant to the Reseller Licence Agreement.

1.        Definitions

1.1.    The following terms shall have the meanings set out below throughout these Terms and Conditions except as expressly indicated to the contrary:

a) Customer – the customer of the Reseller.

b) Intellectual Property – copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, specifications, formulae, processes, semi-conductor topography rights, trademarks, rights in internet domain names and website addresses, and other rights in trade, product or business names and logos, designs, know-how and trade secrets, and all rights in derivative works created or developed by or on behalf of the owner or licensor of such rights; and all other rights having equivalent or similar effect to any of the foregoing in any country or jurisdiction.

c) JSL – means Jisc Services Limited, Company Number 02881024, whose registered office is at 4 Portwall, Bristol, BS1 6NB.

d) OpenAthens – means the Software and/or Services applicable to the Customer.

e) Products – the Software and/or Service applicable to the Customer.

f) Reseller – the reseller that is providing OpenAthens to the Customer under arrangements agreed with JSL.

g) Reseller Licence Agreement – the relevant agreement between the Reseller and the Customer to which these Terms and Conditions are appended.

h) Service – the authentication, authorization, administration, and support services described in the applicable product description, documentation, and service levels published on the Website and/or supplied with the Software. The term “Service” includes any necessary OpenAthens software which is both installed and operated remotely by JSL.

i) Software – the machine-readable modules and version of the OpenAthens software ordered by the Customer or any versions subsequently deployed by the Customer. The modules and versions are described in the relevant product description and documentation published on the Website and/or supplied with the software.

j) Subscriber – a party who has the right to access the Customer’s online resources and also has the right to use the Services to do so.

k) Terms & Conditions – these OpenAthens terms and conditions together with any documents referred to herein.

l) Website – the www.openathens.net website.

1.2.    Headings are included for ease of reference only and do not affect the interpretation of any provision.

2.        Reseller Obligations and Warranties

2.1.    For the duration of the Reseller Licence Agreement and subject to its terms and conditions, Reseller:

a) grants the Customer a non-exclusive, non-transferable license to load, install and use the Software and the documentation supplied with the Software;

b) warrants that it has proper authority to grant the foregoing license;

c) warrants that the Software will perform in all material respects in accordance with its product description and the documentation supplied with the Software, except that Software supplied for trial purposes is provided “as-is” without warranty and clause 2.1h) does not apply. The Customer acknowledges that software, by its nature, is not error-free and agrees that the existence of such errors will not constitute a breach of these Terms and Conditions;

d) warrants that it has or that JSL has, checked the Software for viruses using commercially available virus-checking software;

e) will perform the Services in accordance with the service descriptions published on the Website with the degree of skill and diligence which would ordinarily be expected from a skilled and experienced provider of similar services under similar circumstances. The Customer agrees that computer and communications systems may not be uninterrupted or fault-free and that occasional periods of downtime for repair, maintenance, and upgrading may be required. Reseller will endeavor to ensure that JSL will minimize any such periods of non-availability and will give the Customer not less than forty-eight hours notice of each planned shutdown period;

f) will use reasonable endeavors to achieve the service levels and performance indicators published on the Website, and to keep the Customer informed where the targets may be exceeded and to give estimates of the expected resolution time;

g) will ensure that JSL will apply appropriate system security measures to the database of user details as necessary to meet its obligations under these Terms and Conditions;

h) will promptly correct any material non-conformity in the above undertakings that is notified to it by the Customer within ninety days from delivery of the Software or performance of the non-conforming Service, provided that the Customer will provide such information and assistance as is reasonably necessary for the non-conformity to be identified and analyzed;

i) will not sell, rent or trade personal data which is collected as an essential part of the Service. Such personal data will only be used by Reseller, its licensor JSL and their respective service providers in accordance with the Service’s Privacy Policy published on the Website and in accordance with any Reseller policies or applicable law.

3. Customer Obligations

3.1    In respect of the Products, the Customer will ensure that:

a) all use is in accordance these Terms and Conditions and for the purposes of the Reseller Licence Agreement;

b) all use is in accordance with the documentation made available to the Customer at https://docs.openathens.net or supplied to the Customer in writing by JSL;

c) appropriate measures are put in place to prevent unauthorized access to and use of the Products;

d) appropriate measures are taken to supervise and control the use of the Products and that all users and administrators have training adequate to their role;

e) no person or party responsible to the Customer attempts to by-pass any security measures put in place by JSL or put in place by any third party service provider in connection with the Service;

f) no administrator or authorized user of the Products attempts to gain unauthorized access to any other Reseller or JSL software, services, systems or websites;

g) appropriate action is taken and that Reseller and any relevant third party service provider are promptly informed, in the event of any abuse of the Products arising under clauses 3.1c), d) or e) or otherwise;

h) the Customer’s nominated administrators are familiar with and adhere to the OpenAthens Administrator Regulations published on the Website;

i) all users and administrators are familiar with and adhere to any guidelines published by JSL on the Website or at https://docs.openathens.net;

j) all users and administrators are familiar with the Service’s Privacy Policy published on the Website.

3.2.    In respect of the Software, the Customer will:

a) not sell, sub-license, lease, rent or loan the Software to any third party;

b) not retain copies of the Software except as uninstalled back-ups, or as permitted by law;

c) not disassemble, decompile, reverse engineer or otherwise interfere with the Software except as permitted by law;

d) not translate, adapt, vary, modify, alter, develop, customize or create any derivative work of the Software or any part thereof;

e) copy and use the documentation supplied with the Software solely for the proper use of the Software;

f) abide by any terms, notified by JSL in writing, of any third party licenses for software incorporated into or distributed with the Software;

g) not remove any copyright notices or trademarks from the Software or the documentation supplied with it and shall reproduce the same on all copies;

h) comply with JSL’s requirements, as notified to the Customer in writing, concerning any diagnostic or statistics gathering facilities incorporated in or supplied with the Software;

i) keep all copies of the Software secure and maintain accurate records of the number and location of all copies;

j) remove the Software from any hardware onto which it has been loaded prior to decommissioning or disposing of the same.

3.3.    In respect of Products supplied for trial purposes, in addition to any other provision of the Reseller Licence Agreement the Customer will use such Products solely for the purpose of evaluation and not for any administrative, management, operational or commercial purpose.

4.        Liability

To the maximum extent permitted by applicable law, in no event shall JSL be liable to the Customer for any losses, howsoever arising, out of or in connection with the Software or Service.

5.        Intellectual Property

The Customer retains ownership of any Intellectual Property in data and information supplied by the Customer and in any online resources of the Customer. JSL or its licensors own all Intellectual Property in the Products and the documentation supplied with the Product

6.        Intellectual Property Indemnity

6.1.    The Reseller will indemnify the Customer from all claims that the Service or the Software infringe the Intellectual Property of any third party provided that:

a) such indemnity shall not apply to the extent that the infringement arises out of misuse of the Software or any combination, operation or use of the Software with software, systems or equipment not approved by the Reseller;

b) the Customer does not knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to the Reseller’s defense;

c) the Customer gives the Reseller prompt written notice of any claim made against the Customer and the Reseller shall have the right to defend and settle such claims at its own discretion;

d) the Customer, at the Reseller’s cost, gives such assistance as the Reseller may reasonably require to settle or oppose any such claim;

e) the Customer applies all reasonable endeavors to mitigate the Reseller’s exposure under this indemnity;

f) the Reseller shall be entitled to secure the right for the Customer to continue using the Service or to avoid the infringement by modifying the Service or replacing the Service or infringing part with software or service of similar capability.

7.        Data Protection and Publicity

7.1.    JSL’s data protection assumptions and commitments are published in its Privacy Policy on the Website.

7.2.    The Customer hereby acknowledges that JSL is a third-party sub-processor of the Reseller and is authorized to carry out processing of personal data pursuant to the data processing provisions as set out in the Reseller Licence Agreement.

7.3.    The Customer agrees that JSL may include the Customer in its list of customers.

8.        Suspension and Termination

The Services may be suspended or terminated if the Customer is in breach of these Terms and Conditions. Any breach of these Terms and Conditions by a Subscriber shall be deemed to be a breach by the Customer. The Services may be terminated upon termination of the agreement between the Reseller and JSL.

JSL shall be deemed to be a third-party beneficiary of the Reseller Licence Agreement with the right to enforce these Terms and Conditions. The Customer agrees that the Reseller Licence Agreement is expressly for the benefit of the Reseller and JSL and may be enforced by them.

V2.0 April 2023