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Elsevier Terms and Conditions of Sale for SciBite On Prem

Last updated: 29 May 2025

These Elsevier General Terms and Conditions of Sale in combination with the Elsevier Product Specific Terms and Conditions form an integral part of all contracts relating to Subscribed Products between a subscribing organization (“you” or “your”) and Elsevier B.V., or its affiliated companies (“we” or “us”), as reflected in an executed online Order Form. The General Terms and Conditions, the relevant Product Specific Terms and Conditions and the Order Form including if appliable a SOW, are jointly referred to below as “Agreement”.

1 SUBSCRIPTION

1.1 Subscribed Products and Professional Services

We hereby grant to you the non-exclusive, non-transferable right to access and use the Subscribed Products, as identified in the Order Form, including any changes made thereto by us, during the Term and provide the Subscribed Products to your Authorized Users subject to the terms and conditions of this Agreement. If agreed in a separate SOW, Elsevier will provide you with professional services as set out in such SOW.

1.2 Authorized Uses

You may allow your Authorized Users to use the Subscribed Products, subject to any restrictions set out in this Agreement.

1.3 Restrictions on Use of Subscribed Products

Except as expressly stated in this Agreement or otherwise permitted in writing by Elsevier, you and your Authorized Users may not:

  • deliver or otherwise make the Subscribed Products directly or indirectly available to anyone other than your Authorized Users;

  • copy, adapt, abridge, modify, enhance, otherwise change, merge (parts of) the Subscribed Products with other products and/or services, or create derivative works (including resulting from the use of artificial intelligence tools) of the Subscribed Products that would compete with the value or have the potential to substitute and/or replicate and/or reverse engineer any existing Elsevier products, services and/or solutions;

  • use any robots, spiders, crawlers or other automated downloading programs, tools, or devices to search, scrape, extract, deep link, index and/or disrupt the working of the Subscribed Products;

  • disassemble, decompile, unlock, reverse engineer or in any manner decode the Subscribed Products for any reason, except as expressly permitted by law without the possibility of contractual waiver, and then only to the extent required to achieve the interoperability of the Subscribed Products with other software; Reverse-engineering includes any attempt to re-create algorithms, methodologies, data schemas or functionality of the Subscribed Products into other software;

  • remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Products; and

  • use the Subscribed Products for the delivery of any service (including application services) to a third party, whether or not for profit or reward;

  • expose, upload, store, or otherwise make available any part of the Subscribed Products or related services to any system, repository, or location that is accessible outside a closed hosted environment controlled by you;

  • disclose the Subscribed Products’ systems methodologies, Documentation or the results of any analysis of the Subscribed Products' performance or comparisons with alternative products to any third party; and

  • allow the Subscribed Products to become the subject of any charge, lien or encumbrance.

You are responsible for and will comply with all terms and conditions of any third party websites, databases, platforms and other applications and systems when using the Subscribed Products and only use the Subscribed Products in accordance with such terms and conditions.

1.4 Intellectual Property Ownership

You acknowledge that all right, title and interest in and to the Subscribed Products, including updates, as well as any metadata we have added, provided or enriched, will vest in us and our suppliers, except as expressly set forth in this Agreement, and that the unauthorized redistribution or dissemination of the Subscribed Products could materially and irreparably harm us and our suppliers.

We acknowledge that, as between us and you, all right, title, interest and ownership in and to your system, applications and/or data contributed by you remain with you and your suppliers.

If you request us to develop modifications or enhancements to the Subscribed Products, including but not limited to software and ontology/vocabulary curation, the following shall apply:

  • Modifications or enhancements developed solely by us shall be the exclusive property of us, and we shall be free to use, commercialize, and license them without restriction.

  • Modifications or enhancements based solely on your data shall not affect your ownership of your data; however, you shall not acquire any rights in our underlying intellectual property.

  • Modifications or enhancements developed jointly by you and us shall be the exclusive property of us, and we grant you a non-exclusive, worldwide, royalty-free license to use such modifications or enhancements solely for your internal purposes.

2 ELSEVIER PERFORMANCE OBLIGATIONS

2.1 Deployment

We will provide the Subscribed Products, as set out in the Order Form, for deployment in your own hosting environment, and you shall be responsible for hosting and maintaining the Subscribed Products. We may also authorize installation on personal computers for Authorized Users, subject to the issuance of a named user license key.

2.2 Software Services

We will provide software services, consisting of maintenance services and support in accordance with our Service Level Agreement at https://www.elsevier.com/legal/elsevier-service-levels.

2.3 Data Security

We will use reasonable efforts to preserve the security, integrity and accessibility of all information received from you during the Term of this Agreement or relevant SOW using administrative, technical and physical measures that conform to generally recognized industry standards and best practices based on the relevant data classification. You will comply with all applicable obligations set forth in the Information Security Requirements attached as Schedule 1.

3 YOUR PERFORMANCE OBLIGATIONS

3.1 Authentication

Access to the Subscribed Products will be controlled by you.

3.2 Protection from Unauthorized Access and Use

You will:

  • take appropriate measures to protect against the misuse or unauthorized access, whether by yourself or any third party, through or to the Subscribed Products and/or any systems on which they are installed, as well as information derived therefrom;

  • limit access to the Subscribed Products by a secure authentication mechanism and issue any passwords or credentials used to access the Subscribed Products 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;

  • immediately deactivate any user access when no longer needed or where access presents a security risk;

  • promptly upon discovering itself, or being notified by us or a third party, that there has been unauthorized use of the Subscribed Products or a security issue permitting unauthorized use, we will take appropriate steps to end such activity and to prevent any recurrence, including, but not limited to, implementing required updates and configuration where needed to rectify the issue. When notified by a third party or upon discovering the unauthorized use directly, you must promptly notify us of the unauthorized use. You will cooperate with us and share information, subject to any applicable confidentiality or nondisclosure obligations, concerning the unauthorized use or security issue.

In the event of any unauthorized use of the Subscribed Products, we may require that you suspend the access from where the unauthorized use occurred upon notice to you. You will not be liable for unauthorized use of the Subscribed Products 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. You will be responsible for the adherence to the terms and conditions of this Agreement by a third party provider you engage.

3.3 Records

You must keep complete, up to date and accurate records of your use and deployment of the Subscribed Products and of any application that is integrated with or utilises the Subscribed Products and produce such records to us on request from time to time.

4 TERMINATION

Upon termination or expiration of this Agreement, all right to access and use the Subscribed Products and your right to provide the Subscribed Products to your Authorized Users, will cease. You shall immediately destroy or return to us (at our option) all copies of the Subscribed Products and related documentation and confidential information of us in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

5 OUR WARRANTIES AND INDEMNITIES

5.1 Warranties

We warrant that use of the Subscribed Products in accordance with the terms and conditions herein will not infringe the intellectual property rights of any third party.

5.2 Indemnities

We will indemnify, defend and hold you and your Authorized Users harmless 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 Subscribed Products 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 us. This indemnity obligation will survive the termination of this Agreement.

5.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBED PRODUCTS ARE PROVIDED “AS IS” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SUBSCRIBED PRODUCTS AND ANY OTHER DATA, DOCUMENTATION OR MATERIALS PROVIDED IN CONNECTION WITH THIS 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. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THIRD PARTY INFORMATION, APPLICATIONS, AND/OR PRODUCTS CONTAINED IN OR INFORMATION GENERATED THROUGH USE OF THE SUBSCRIBED PRODUCTS.

You acknowledge that integration of the Subscribed Products into specific environments is beyond our control and, accordingly, we shall have no liability for any loss or damage arising from any of the following:

  • any installation, implementation or use of the Subscribed Products that does not comply with instructions or guidance issued by us from time to time;

  • the integration of the Subscribed Products with any particular hardware, technology platform or other software;

  • the incorporation of the Subscribed Products into any business-critical process or operation; and

  • your extraction or use of the results

except to the extent such liability arises from our negligence or breach of the warranties set out in Section 5.1.

You further acknowledge that the Subscribed Products are designed to identify and extract data only, and are not intended or licensed to operate as part of any clinical, diagnostic or business-critical operational system and we shall have no liability for any such use by you.

5.4 Limitation of Liability

Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event will we or our 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 this Agreement, nor will our liability and that of our suppliers 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.

5.5 Limitations of Indemnification

We will have no obligation to indemnify to the extent that any alleged infringement relates to use of the Subscribed Products in combination with other data products, processes, materials and/or (third party) applications, products and/or services not provided by us or any modification of the Subscribed Products not made or authorized by us.

5.6 Remedies for Third Party Injunction

If you are enjoined from using the Subscribed Products due to an infringement of a third party’s intellectual property right, or Elsevier believes an injunction may occur, we will have the option to either (a) modify the Subscribed Products to render it non-infringing while maintaining substantial equivalence, or (b) procure a license or subscription which permits you at no additional cost to continue to use the Subscribed Products, or (c) terminate this agreement for the Subscribed Products and refund to you a portion of the Fees paid for the Subscribed Products, prorated to the end of the then-current annual term.

6 GENERAL

6.1 Force Majeure

Neither party’s delay or failure to perform any provision of this 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 this Agreement. For any EU subscribers, you 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) this Agreement. Notwithstanding the foregoing, a party’s financial inability to perform its obligations will in no event constitute a Force Majeure.

6.2 Severability

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

6.3 Entire Agreement

This Agreement contains the entire understanding and agreement of the parties and replaces and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders or your terms, written or oral, between the parties with respect to the subject matter contained herein.

6.4 Modification

No modification, amendment or waiver of any provision of this Agreement will be valid unless in writing and signed by the parties, except for changes reflecting substituted IP addresses, authentication mechanisms, invoicing and contact address details which may be confirmed by us in an email notice sent to you.

6.5 Assignment / Change of Control

You will not assign, transfer or license any of your rights or obligations under this Agreement unless you obtain our prior written consent, which consent will not unreasonably be withheld. We may unilaterally terminate this Agreement if a third party acquires the majority of your ownership interest.

6.6 Privacy

To the extent that we access, collect, use, store, or otherwise process any personal data in connection with this Agreement, we shall comply with applicable privacy and data protection laws.

6.7 Notices

All notices given pursuant to this Agreement will be in writing and delivered to the party to whom such notice is directed at the address specified in the Order Form or the electronic mail address you will have designated by notice.

6.8 Publicity

The parties agree that the other party may use its name and associated marks for purposes of client/contractor references, advertising or promotional campaigns. The parties agree that the other party may issue a press release or make a public announcement regarding this Agreement subject to the other party’s right to review and prior approval of the relevant portions of such release or announcement containing reference to its name or marks, which review and approval will not be unreasonably withheld or delayed.

6.9 Confidentiality

You and your employees, officers, directors and agents will maintain as confidential and not disclose to any non-affiliated third party without our prior written consent the financial terms and commercial conditions of this Agreement and other confidential information including but not limited to components, drawings, data, product plans, programs, (joint) research and development, scientific and technical information. We may only disclose such information (i) to applicable service providers to the extent necessary to perform their functions in support of this Agreement and (ii) where reasonably necessary to address security, safety, fraud or other legal issues.

6.10 Compliance with Laws

Each party will comply with all applicable laws and regulations relating to its duties and obligations under this Agreement. We reserve the right to deny access to the Subscribed Products 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.

6.11 Execution

This Agreement and any amendment thereto may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective to the same extent as original signatures.

6.12 Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of The Netherlands, without regard to conflict of law principles, and the parties irrevocably consent to the exclusive jurisdiction of the courts of The Netherlands with respect to any action or suit arising out of or pertaining to this Agreement.

6.13 Export Compliance

You are responsible for compliance with all applicable export control laws and regulations, including obtaining any necessary licenses or authorizations required for use, transfer, or access to the Subscribed Products outside the country of initial delivery.

For any Australian subscribers:

6.14 Reformation and Severability

In the event you are considered a “consumer” or a “small business” for the purposes of the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), in case any provision of this Agreement shall be invalid, illegal or unenforceable pursuant to such regulation, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

SCHEDULE 1

Information Security Requirements

1. Security Program

You shall maintain a comprehensive information security program ("Security Program") that includes appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of Elsevier's Confidential Information and the Subscribed Products.

The Security Program shall:

a) align with industry standards and best practices; b) comply with all applicable laws and regulations; and c) be reviewed and updated at least annually.

2. Access Controls

You shall implement and maintain access controls, including:

a) unique user identification and authentication; b) role-based access permissions; c) prompt termination of access for departed personnel with 3 days; and d) regular access rights reviews.

3. System and Data Protection

You shall protect Elsevier's Confidential Information and the Subscribed Products by:

a) encrypting data at rest and in transit; b) implementing malware protection; c) conducting regular vulnerability scans and penetration tests; and d) applying security patches in a timely manner.

4. Incident Response

You shall maintain an incident response plan that includes:

a) procedures for identifying and reporting security incidents; b) steps for containing and mitigating security breaches; c) notification to Elsevier within 24 hours of discovering a breach.

5. Compliance

Failure to comply with these security requirements may result in immediate termination of access to the Subscribed Products and/or termination of the Agreement.