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Elsevier general terms and conditions of sale datasets

These Dataset Terms and Conditions, along with an applicable Dataset Order Form (“Dataset Order Form”), are collectively the “Agreement” relating to the Dataset contract between the subscribing organization (“you” or “your” or “Subscriber”) and Elsevier B.V., or its affiliated companies (“we” or “us”), as reflected in an executed Dataset Order Form.

SECTION 1. DEFINITIONS

“AI System” means any software, hardware, or combination thereof that employs artificial intelligence techniques to perceive, interpret, reason, learn, generate output, or make decisions, whether autonomously or semi-autonomously including, but not limited to, intelligent agents, Model Context Protocol (MCP) systems, and Retrieval-Augmented Generation (RAG) systems;

“Authorized Users” means your employees and/or independent contractors;

“Dataset” means the content package we will be providing under the applicable Dataset Order Form as further identified in Schedule 1 of the applicable Dataset Order Form;

“Elsevier Data” means the Dataset, Confidential Information, data that can be used to identify an individual, and all other information and material that we transfer or otherwise makes available to you under the applicable Dataset Order Form including all generated, aggregated and derived data whether using the System or not but excluding Output;

“Link” means URLs (where technically possible) that link from the Output in the System to the abstract page for ScienceDirect and/or the corresponding record for other Datasets on the Platform;

“Output” means the output created using computational methodologies on the Dataset; for the avoidance of doubt, Output may include only a limited number of data elements;

“Platform” means all our Elsevier products and solutions which host the Dataset or parts thereof, and any successor products and solutions as listed in Schedule 1 of the applicable Dataset Order Form;

“Restricted User” means the employees and/or independent contractors of Subscriber as listed on Schedule 1;

“System” means any internal or third-party solution used in a closed, hosted environment to host, process and analyse the Dataset as specified on Schedule 1.

SECTION 2. RIGHTS GRANTED AND RESTRICTIONS

2.1 Rights Granted

We grant to you and your Authorized Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Dataset and the Output (as defined below) on the System solely for internal research use by the Authorized User for the benefit of Subscriber only, subject to the terms and conditions of this Agreement. Any use of the Dataset that is not explicitly granted under this Agreement, is prohibited.

You may:

  • allow Restricted Users to load and integrate the Dataset on your System for access and use by the Authorized User via the System’s user interface;

  • allow Authorized Users to create Output in accordance with the use case(s) set out in the Dataset Order Form and further defined in Schedule 1.

2.2 Restrictions

Except for use explicitly permitted in this Agreement, you, your Restricted Users and/or your Authorized Users will not:

  • create any derivative work and/or service based on the Dataset and/or Output (including resulting from the use of AI Systems) in a way that would compete with or have the potential to substitute and/or replicate and/or reverse engineer back to any existing Elsevier products, services and/or solutions, including a substantial part thereof, or otherwise commercially use or allow commercial use of the Dataset and/or Output, nor will you provide any access to full text articles (if provided) received by the delivery mechanism in Section 3.1;

  • use the Dataset and/or Output in combination with an AI System (including to ingest, train an algorithm, test, process, analyze, copy, distribute, make publicly accessible, generate output and/or develop any form of AI System) except where such AI System (i) is deployed on the System; (ii) is used in a closed hosted environment solely for your use, your Restricted Users and/or Authorized Users, (iii) does not submit the Dataset and/or Output to an external AI System, (iv) does not train the algorithm of an AI System, and (v) does not share the Dataset and/or any Output or any part thereof with a third party.

2.3 We will make the Dataset accessible to you as set out in Schedule 1 of the applicable Dataset Order Form, upon our receipt of the Dataset Order Form in the territory of The Netherlands, as duly signed by you, which acceptance will be evidenced and timestamped by our authorized representative in the Netherlands.

SECTION 3. SECURITY, GRANT OF ACCESS, FORMATS AND DELIVERY MECHANISMS

3.1 Delivery

Access to the Dataset will be provided through the method(s) as identified on Schedule 1 of the applicable Dataset Order Form.

3.2 Protection from Unauthorized Access and Use

You will use reasonable efforts to:

  • limit access to and use of the Dataset by Authorized Users;

  • inform your Authorized Users about the usage restrictions of the Agreement; additional license terms may apply (e.g., for open access content, images, graphs) and you and your Authorized Users should always first clear the rights for reuse with the relevant rights holder;

  • create or will continue to maintain if operational, a Link, as set forth in the applicable Dataset Order Form. Such Link will lead the Authorized User to the abstract page for ScienceDirect and/or the corresponding record for other Datasets on the Platform. You agree that a Link will be implemented in such a manner that a separate browser tab is opened to display the abstract page for ScienceDirect and/or the corresponding record for other Datasets on the Platform and ,where applicable, the Authorized User gets seamless access to subscribed content on the Platform, subject to you having a subscription agreement in place with Elsevier, where Platform is ScienceDirect, granting rights to access the full-text subscribed content, or is offered the opportunity to buy the full text article from the Platforms;

  • ensure that the Link is displayed more prominently than links to the other versions of the article (i.e. higher page ranking and with at least the same size button and text) and that the Link is clearly recognizable as the final, published version, in the event you index multiple instances of the full text article;

  • limit access to the System by a secure authentication mechanism and issue any passwords or credentials used to access the Dataset only to Authorized Users, not divulge any passwords or credentials to any third party, and notify all Authorized Users not to divulge any passwords or credentials to any third party;

  • promptly upon becoming aware of any unauthorized use of the Dataset and/or Output, inform us and take appropriate steps to end such activity and to prevent any recurrence; and

  • upon our request, promptly remove any and all material from the Dataset from your System if we no longer retain the right to provide such material or if we have reasonable grounds to believe that such material is unlawful, harmful, false or infringing.

In the event of any suspected unauthorized use of the Dataset and/or Output, we may suspend the access and/or require that you suspend the access from where the unauthorized use occurred upon notice to you and/or request for an audit as per Section 8 below. You will not be liable for unauthorized use of the Dataset and/or Output by any Authorized Users provided that the unauthorized use did not result from your own negligence or willful misconduct and that you did not permit such unauthorized use to continue after having actual notice thereof.

3.3 Security

You will comply with all applicable obligations set forth in the Information Security Requirements, available at Elsevier Information Security Requirements, incorporated herein by reference.

3.4 Third Party Access

Except as set out in Section 2.2 Restrictions, the Dataset may be accessed, processed, or hosted by third party vendors retained by you only with our express written permission and solely for the purposes as set out in the Agreement. For any such approved third party, you will ensure that the third party vendor will not ingest the Dataset for any other reasons as defined in the Agreement, will keep such Dataset secure in accordance with the terms of the Agreement, and will have no right or ability to use the Dataset in any other product or service offering. You will ensure that the third party vendor will not use the Dataset and/or Output to train its algorithm or underlying product or service and that the third party vendor will immediately delete the Dataset from your servers upon termination or expiration of the Agreement. If the agreement between you and the third-party vendor terminates or expires, the third party will immediately delete the Dataset and Output. For the avoidance of doubt, any third party listed in Schedule 1 will be considered “expressly permitted by Elsevier” for purposes of this Section 3.4.

You warrant that you are responsible and liable for any third party vendors and any tools owned or used by such third party vendors under the Agreement.

SECTION 4. CONFIDENTIALITY AND USE OF NAME

4.1 Confidentiality

The terms and provisions of the Agreement, any amounts paid to us hereunder, and any and all other business information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”) before and in the course of its performance of the Agreement, which information is designated by the Disclosing Party as confidential or proprietary or which the Receiving Party should recognize from the facts and circumstances surrounding the disclosure of such information is confidential or proprietary to the Disclosing Party, will constitute confidential information, including any information of a confidential nature relating to the products, Elsevier Data, System, customers, pricing, operations, processes, plans, intentions, formats, algorithms or analytics applied thereto (“Confidential Information”) of the Disclosing Party. The Receiving Party will hold the Confidential Information of the Disclosing Party in confidence and will use such Confidential Information only for the purposes of fulfilling its obligations under the Agreement. The parties agree that these confidentiality obligations are essential to protect their legitimate interests. Any breach or threatened breach may cause irreparable harm, and the Disclosing Party may seek injunctive or equitable relief in addition to other remedies.

4.2 Use of name

In your public commercial communication, you will not make use of any trade name or trademark belonging to us. Any public reference to our trade names/rights will be subject to our prior approval which will not be unreasonably withheld.

SECTION 5. TERMINATION

5.1 The Agreement may be terminated by either party forthwith:

(a) in the event a party acts outside the permitted scope of the Agreement or is in material breach of any term, condition or provision of the Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after the non-breaching party gives the breaching party written notice of such breach;

(b) in the event a party (i) terminates or suspends its business, (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding.

SECTION 6. PROPRIETARY RIGHTS

6.1 Except as expressly set forth in the Agreement, you acknowledge that all right, title, interest, and ownership in and to the Elsevier Data (including copies of the Dataset that are installed on the System) remain with us and our suppliers. The unauthorized use, reproduction, or distribution of Elsevier Data could materially harm us and our suppliers. You agree that the Dataset, including all updates and changes made to the Dataset by anyone and materials related to the Dataset whether or not supplied by or developed by us, are our valuable property. We reserve the right to use, market, license, and sell all or any portion of Elsevier Data for any purpose, in any form, anywhere in the world.

6.2 We acknowledge that, as between us and you, all right, title, interest, and ownership in and to the System and the Output created by you remains with you except for data elements from the Dataset included in the Output for which we claim right and title. Use of the Output is subject to the terms and conditions of the Agreement. Only where applicable, a perpetual, irrevocable, worldwide, fully paid-up license to use the data elements in the Output is herewith granted to you which rights remain subject to the terms and conditions of this Agreement.

SECTION 7. OUR WARRANTIES; INDEMNIFICATIONS

7.1 Warranties

Elsevier warrants that it either owns or has the right to license the Dataset.

7.2 Disclaimer

Except for the express warranties and indemnities stated herein, and to the extent permitted by applicable law, we and our suppliers expressly disclaim all warranties regarding the quality of the Dataset. The Dataset is made available “as is” and without warranties of any kind, either express or implied, including, but not limited to warranties of title, or implied warranties of merchantability, correctness, accuracy or fitness for a particular purpose. Use of the Dataset is at your and Authorized User’s own risk. Without prejudice to Section 2.2 above, we and our suppliers further expressly disclaim all warranties regarding the suitability or adequacy of the Dataset for use in combination with any form of artificial intelligence, and you acknowledge that use of the Dataset or any part thereof in combination with any artificial intelligence may generate results that are inaccurate and subject to bias.

7.3 Limitation of Liability

Except for the express warranties and indemnities stated herein, and to the extent permitted by applicable law, in no event will either party or its suppliers 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 the Agreement, nor will our and our suppliers’ liability to you exceed a sum equal to the Fees paid by you hereunder during the twelve (12) month period immediately preceding the date on which the claim arose, even if we or any supplier have been advised of the possibility of such liability or damages.

7.4 Your indemnification

You will indemnify, defend and hold harmless, within the rules of applicable law, us for any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising from (a) gross negligence and acts of willful misconduct, (b) a violation of the subscription rights grant, (c) the use of any third party vendors including any tools owned or used by such third party vendors or (d) a breach of our intellectual property rights by you. If any such action or claim is made, we will promptly notify and reasonably cooperate with you.

7.5 Elsevier indemnification

We will indemnify, defend and hold harmless, within the rules of applicable law, you for any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising from (a) gross negligence and acts of willful misconduct by Elsevier or (b) out of any third-party action or claim that use of the Dataset in accordance with the terms and conditions herein 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 Elsevier.

SECTION 8. AUDIT

8.1. You will for the Term, and for one (1) year thereafter (or such longer period as may be required under the applicable law), maintain complete and accurate records of and supporting documentation in relation to your obligations under this Agreement.

8.2. You and Elsevier will appoint an independent certified auditor who will report to parties in the event of a possible breach of any of your obligations under this Agreement, including but not limited to the Information Security Requirements, available at Elsevier Information Security Requirements, incorporated herein by reference.

8.3. Each party will bear its own internal costs (including any remedial costs if applicable) and the costs of any independently certified auditors appointed by the parties in relation to any audit undertaken in accordance with this Section 8. In the event of a breach, the Subscriber will bear the cost of the independent certified auditor in full.

SECTION 9. GENERAL

9.1 Force Majeure

Neither party’s delay or failure to perform any provision of the Agreement (other than payment obligations) as a result of circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, power failures, telecommunications or internet failures or damage to or destruction of any network facilities or servers) that prevents it from fulfilling its obligations under this Agreement (any such circumstances being “Force Majeure”) will be deemed a breach of the Agreement. The parties agree that the departure of one or more members of the Euro zone will not, in and of itself, be a "circumstance beyond its control" and will not have the effect of discharging or excusing performance of (any obligation under) the Agreement. Notwithstanding the foregoing, a party’s financial inability to perform its obligations will in no event constitute a Force Majeure.

9.2 Severability

The invalidity or unenforceability of any provision of the Agreement will not affect any other provisions of the Agreement.

9.3 Entire Agreement

The Agreement will bind and inure to our benefit, our successors and assigns. The Agreement contains the entire understanding and agreement of the parties and replaces and supersedes any and all prior and existing agreements, communications, proposals and purchase orders, Subscriber terms, written or oral, between the parties with respect to the subject matter contained herein. All Schedules attached or to be attached to the Agreement are incorporated herein and will be governed by the terms and conditions of the Agreement and unless otherwise specified in the Schedule, the terms of the Schedule will prevail.

9.4 Modification

No modification, amendment or waiver of any provision of the Agreement will be valid unless in writing and signed by the parties.

9.5 Assignment

You will not assign, transfer or license any of its rights or obligations under the Agreement unless you obtain our prior written consent, which consent will not unreasonably be withheld.

9.6 Change of Control

In the event of a Change of Control, the party subject to the Change of Control must inform the other party in writing as soon as possible of such a Change of Control. A "Change of Control" means:

(a) selling or transferring most or all of a party’s assets;

(b) merging with or being bought by another party, where the original owners end up with less than 50% of the voting rights in the acquiring party;

(c) any other situation where more than 50% of a party’s ownership or voting power changes hands.

After receiving notice of the Change of Control, the other party has 30 (thirty) days to decide if it wants to terminate the Agreement, if it reasonably determines that the Change of Control will materially affect the performance of this Agreement or is otherwise detrimental to its interests.

9.7 Privacy

The parties acknowledge that, in making the Dataset accessible to you, we will receive no personal data from you other than (1) the names and business email addresses of the Authorized Users for purposes of providing, managing and securing access to the System and (2) professional contact details of the employees and contractors of you who are involved in, and for purposes of, management, communications and payments under the Agreement. We will process such personal data for such purposes subject to the Elsevier Privacy Policy at https://www.elsevier.com/legal/privacy-policy. Each party is an independent controller of such personal data and will comply with its obligations related to the processing of such personal data under applicable data protection laws.

9.8 Compliance with Laws

Each party will comply with all applicable laws and regulations relating to its duties and obligations under this Agreement. Elsevier reserves the right to deny access to the Dataset to any person or entity who is prohibited from receiving such access based on any applicable export control and trade sanctions laws or embargo programs.

9.9 Relationship of parties

The parties recognize that they are independent contractors, that neither is an agent, employee, partner, or joint venturer of the other, and that neither is authorized by the other to waive any right, or assume or create any agreement or obligation of any kind in the name of, or on behalf of, the other or to make any statement that it has the authority to do so.

9.10 Survival

The following provisions will continue in force: Section 1, 2, 3, 4, 5, 6, 7, 8 and 9 together with any other provisions which expressly or impliedly continue to have effect after expiry or termination of the Agreement. All other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of termination.