^{(Last updated: 16 Nov 2023)}

1. Introduction:

These Terms of Service are the general terms and conditions under which the Beta version of the SeamlessAccess.org Service is made available for integration into Service Providers’ digital authentication procedures for access to their online platforms, that constitutes a binding agreement between SeamlessAccess.org and the Integrator.

(All capitalised terms above have the meanings set out in clause 2.)

2. Definitions:

In these Terms of Service, the following terms shall have the meanings set out opposite them below.

The “Button”	The icon that is the part of the Persistence Service placed by Integrators as an option for authentication to their respective resources and that is visible to Users on each of their respective devices and can be used by Users to activate or use the Service.
The “Discovery Service”	The Discovery Service is an optional mechanism that can be integrated by Integrators to facilitate discovery of the User’s preferred Identity Provider, which then stores the information about the User’s Identity Provider into the Persistence Service.
“Identity Federation”	An organisation that operates a trust framework for exchange of authentication assertions between
“Identity Provider”	A member or a customer of an identity federation that assigns access credentials to qualifying individual natural persons. Typically, Identity Providers are universities, schools and research institutes.
“Integrator”	A Service Provider that has accepted the then current version of these Terms of Service at https://seamlessaccess.org/services/ToS in order to integrate the Service into its digital authentication procedures for online access to the resources it provides.
“Intellectual Property”	Copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, specifications, formulae, processes, 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.
“Online Platform”	An Online Platform is a platform through which the Integrator provides access to resources, such as information resources, scholarly collaboration tools and shared research infrastructure, that requires end users accessing those resources to be reliably authenticated
“Online Platform Provider”	An Online Platform Provider is a third party which provides, hosts or otherwise operates an Online Platform on behalf of the Integrator. For avoidance of doubt, providers of low-level technology and hosting services on which Integrator operates their own Online Platforms such as cloud hosting providers are not Online Platform Providers.
The “Persistence Service”	The Persistence Service is a mechanism that allows the User’s browser to save information about their preferred Identity Providers in their web browser in respect of each device for which they select the Service, in a manner that permits redirection to the User’s Identity Provider’s login pages for the purpose of authentication.
“SeamlessAccess.org”	The Coalition for SeamlessAccess, comprised at the date of the first issue of these Terms of Service of GÉANT Association, the International Association of Scientific Technical and Medical Publishers, Internet2, and the National Information Standards Organization.
The “Service”	A set of mechanisms developed and provided by SeamlessAccess.org that enable the discovery and persistence of the authentication of Users for each of their respective devices of their preferred Identity Provider, comprising a Persistence Service and a Discovery Service more fully described in clause 3 below.
“Service Provider”	A provider of resources such as information resources, scholarly collaboration tools and shared research infrastructure, by means of an Online Platform that requires end users accessing those resources to be reliably authenticated, and that is a member or a customer in good standing of an identity federation and is as such part of the trust framework provided by the identity federation.
The “Mark”	The Greek Temple with open doors design that is the visual representation of the Button and SeamlessAccess with that design.
“Users”	Individual natural persons to whom access credentials have been assigned by Identity Providers thereby enabling them to access resources supplied on the online platform of a given Service Provider by means of a log-in or sign-on. Typically, in the case of identity providers that are universities, schools and research institutes, Users are affiliated to those Identity Providers as faculty staff, students, employees or otherwise, and have access to resources of Service Providers for so long as they are so affiliated.

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

The definition of terms defined in the singular shall include the plural, and the definition of terms in the plural shall include the singular, except where the context indicates otherwise.

3. Service:

The Service supports the streamlined authentication of Users by their respective Identity Providers enabling those Users’ access to resources of Service Providers, such as scholarly collaboration tools, information resources, and shared research infrastructure. The Service promotes digital authentication leveraging an existing single-sign-on infrastructure provided by identity federations originating with the Identity Provider that authenticates the User by means of the Persistence Service and the Discovery Service.

The Persistence Service is a mechanism that allows the User’s browser to save information about their preferred Identity Providers in respect of each device for which the User selects the Service, in a manner that permits redirection to the User’s Identity Provider’s login pages for the purpose of authentication.

The Discovery Service is an optional mechanism that can be integrated by Integrators to facilitate discovery of the User’s preferred Identity Provider, which then stores the information about the User’s Identity Provider into the Persistence Service.

The Service is available to be integrated in three versions, namely Limited, Standard and Advanced, as detailed and updated from time to time in the SeamlessAccess Documentation website at hhttps://seamlessaccess.atlassian.net/wiki/spaces/DOCUMENTAT/overview. Advanced integration of the Service allows the Integrator to set up its own Discovery Services and to use a Persistence Service API as approved by SeamlessAccess.org.

The software that supports the Service and that an Integrator integrates into its digital authentication procedures is open source, available at https://github.com/TheIdentitySelector/thiss-js. SeamlessAccess.org and the Integrator are entitled to use this software, but it is not part of intellectual property owned by SeamlessAccess.org and not a subject of this agreement.

The Service is a Beta version that is undergoing trial use to ensure its stability, functionality, security, usability, broad applicability, and fitness for purpose. Integrators are therefore requested to notify SeamlessAccess.org of any faults in the operation of the Service, as further detailed in respect of the Integrator in clause 6.

4.1. By its activation of the Service for the Integrator following the Integrator’s acceptance of these Terms of Service, SeamlessAccess.org grants the Integrator and its affiliated entities that are under common control the non-exclusive and non-transferable licence to use the Service for the purpose only of facilitating authentication of the User by their Identity Provider, as meant in the description of the Service in clause 3, and subject to these Terms of Service.

4.2. In order to have the Service activated, the Integrator must have integrated the Service into its digital authentication procedures by following the instructions in the Integration Guide linked from the SeamlessAccess.org Documentation website at https://seamlessaccess.atlassian.net/wiki/spaces/DOCUMENTAT/overview and the software documentation at https://thiss.io/integration/.

4.3. Standard and Advanced integration of the Service only: When the Integrator makes the Standard version or the Advanced version of the Service available on its online platform(s), it must do so by way of displaying the Button in the manner set out in the Integration Guide. Integrator agrees to a UX review by SeamlessAccess staff before deploying SeamlessAccess into their production environment. The UX review needs to be happen in a timely fashion so that potential deviations from the Integration Guide can be approved. With the licence of the Service, SeamlessAccess.org hereby grants the Integrator a non-exclusive, non-transferable licence to use the Mark only for the purpose of displaying the Button, subject to these Terms of Service.

Limited integration of the Service: The licence in the above provisions of this clause 4.3 does not extend to the use of the Limited version of the Service. An Integrator integrating the Limited version of the Service may not use the Button or the Trademark.

5. Term and Termination:

5.1. The Beta trial of the Service will come to an end 30 days after SeamlessAccess.org notifies all Integrators directly where possible and by notice on the SeamlessAccess.org website at https://seamlessaccess.org/. On termination of the Beta trial of the Service, directions in respect of the continuation of the Service or its cessation will be given, it being contemplated that there may be one of the following outcomes in respect of any or all of the Advanced, Standard and Limited versions of the Service:

5.1.1. continuation of the Service with the Service as integrated and with a revision of the Terms of Service under clause 12 (which revision will provide new terms relating to the termination of the Service); or

5.1.2. termination of the Service, initiating a new version of the Service that will require a new integration and acceptance by Service Providers of new Terms of Service; or

5.1.3. termination of the Service.

The provisions relating to the termination of the Service in clause 5.4 shall apply in the event of a termination of the Beta trial of the Service in the manners contemplated in either clause 5.1.2 or 5.1.3.

5.2. The Integrator may terminate its use of the Service by written notice to SeamlessAccess.org if it has deleted all copies of the Service from the computers and servers it owns or uses, including all reproductions of the Button from its online platforms.

5.3. SeamlessAccess.org may terminate the Integrator’s use of the Service in the event of a breach by the Integrator of its obligations under these Terms of Service and such breach is not remedied within 14 (fourteen) days of SeamlessAccess.org calling upon it to do so.

5.4. In the event of a termination of the Service for whatever reason, the licenses granted to the Integrator under these Terms of Service terminate and the Integrator’s activation of the Services is terminated. The Integrator shall upon termination delete all copies of the Service from the computers and servers it owns or uses within 7 (seven) days, including all reproductions of the Button from its online platforms.

5.5. The Integrator’ obligations under clauses 5.4 and 8.8 will apply indefinitely, irrespective of the termination of the Service.

6. Beta Version of the Product:

6.1. Integrators are required to provide feedback to SeamlessAccess.org where technically feasible concerning the technical aspects of the use of the Service, anonymised and aggregated statistics of the use of the Service by Users, and any instances of abuse that may have been encountered, as frequently, and in the format, required by the SeamlessAccess Beta Statistics Guide that can be accessed from the SeamlessAccess website at https://seamlessaccess.org/services/betastatisticsguide/.

6.2. The Integrator may at any time submit reports on issues and ‘bugs’ encountered with the Service, suggestions for enhancements, and/or support information to SeamlessAccess.org. The Integrator shall make all support calls and queries by email or as may be directed on the SeamlessAccess website.

6.3. SeamlessAccess.org will be free to use any information so obtained from all Integrators for internal purposes related to the development, operation, and governance of The Service and any continuation or follow-on service, and to disclose any such information received on an aggregated and anonymised basis. Subject to the foregoing, information requested and supplied under this clause 6 shall be kept confidential.

6.4. SeamlessAccess.org is not obliged to provide the Integrator with any maintenance, technical or other support for the Beta version of the Service. Should a final version of the Service be made available, it may have features that are different from those found in the Beta version of the Service.

6.5. SeamlessAccess.org may by written notice temporarily suspend the operation of the Service for any reason whatsoever, whether in relation to all Integrators or any one or more individual Integrators.

6.6. Use by the Integrator of the Beta version of the Service is voluntary and does not create a legal partnership or agency between SeamlessAccess.org and the Integrator.

6.7. The licenses granted by SeamlessAccess.org to the Integrator for the use of the Beta version of the Service under these Terms of Service are free of monetary consideration. This is subject to change.

7. Privacy Notice:

7.1. The data protection commitments made by SeamlessAccess.org are published in its privacy notice on its website at https://seamlessaccess.org/about/trust/.

7.2. SeamlessAccess.org will not sell, rent or trade personal data which is collected as an essential part of supplying the Service to Integrators. Such personal data will only be used by SeamlessAccess.org and its service providers in accordance with the privacy policy of SeamlessAccess.org published on its website from time to time.

7.3. The Service is not designed to enable storage of personal data in respect of any User.

8. Integrator’s Use of the Service:

8.1. The Integrator may only use the Service in accordance with and for the purposes described in these Terms of Service.

8.2. The Integrator will benefit from and comply with the terms of the licence for the open source software that underlies the Service and that the Integrator integrates into its digital authentication procedures at https://github.com/TheIdentitySelector/thiss-js/blob/master/LICENSE.txt, as meant in clause 4.2. The remaining provisions of this clause 8 are subject to the provisions of this clause 8.2 inasmuch as it relates to such open source software.

8.3. The Integrator will not translate, adapt, vary, modify, alter, develop, customise or create any derivative work of the Service or any part thereof, except with the prior approval of SeamlessAccess.org.

8.4. The Integrator will not sell, sub-license, lease, rent or loan the Service to any third party.

8.5. The Integrator may not remove any copyright notices or trademarks from the Service, or the documentation supplied with it and shall reproduce the same on all copies.

8.6. It will be the responsibility of the Integrator to ensure that it has integrated the most recent version of the Service from time to time.

8.7. The Integrator will not accept or access or download the Service from any person other than from SeamlessAccess.org.

8.8. The Integrator will respect the privacy of Users as required by clause 7.3 and applicable privacy laws. To this end, the Integrator must not:

8.8.1. share information about a User’s preferred Identity Provider obtained via the Service with any third party, except with that Identity Provider for the purpose of the User’s authentication, or

8.8.2. use the Service to obtain the personal details of any User in any way.

The Integrator will promptly inform SeamlessAccess.org of any information that comes to its attention concerning any abuse of the Service, in which case the Integrator will also inform the relevant Identity Provider. The Integrator shall make all such reports by email as may be directed on the SeamlessAccess website.

10. Warranties, Disclaimer, and Limitation of Liability:

10.1. The Service is a Beta version and in the process of undergoing trials. The Service is therefore supplied “as is”, and SeamlessAccess.org makes no warranties or guarantees in relation to the Service or any individual components of the Service. The Integrator 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 of Service.

10.2. SeamlessAccess.org and the Service are not subject to any warranties, whether express or implied, or whether in contract, law or tort, including but not limited to any implied warranties of satisfactory quality or fitness for any particular purpose.

10.3. No statement, oral or written, given by SeamlessAccess.org or any of its members, officers, employees or contractors, or by any other person, will constitute a warranty, nor may the Integrator rely on any such statement as a warranty or otherwise.

10.4. Neither party shall be liable to the other for any indirect, special or consequential loss or damage, loss of profits, business, revenue or goodwill howsoever arising. However, neither party excludes or limits liability for death or resulting from its wilful misconduct or fraud.

11. Intellectual Property:

11.1. The Integrator retains ownership of any intellectual property in data and information supplied by it and in its online platforms and resources.

11.2. SeamlessAccess.org or its members or its licensors own all intellectual property in the Service, including the Mark, and the documentation made available in connection with the Service.

11.3. SeamlessAccess.org will indemnify the Integrator from all claims that its use of the Service infringes the intellectual property of any third party provided that:

11.3.1. the use complained of is not outside the scope, or in breach, of the Integrator’s obligations under these Terms of Service or any open source licence applicable to software supporting the Service;

11.3.2. such indemnity shall not apply to the extent that the infringement arises out of misuse of the Service or any combination, operation or use of the Service with other software, systems or equipment;

11.3.3.the Integrator does not knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to a defence that SeamlessAccess.org may raise;

11.3.4. the Integrator gives SeamlessAccess.org prompt written notice of any claim made against the Integrator, and SeamlessAccess.org shall have the right to defend and settle such claim at its own discretion;

11.3.5. the Integrator, at the cost of SeamlessAccess.org, gives such assistance as SeamlessAccess.org may reasonably require to settle or oppose any such claim;

11.3.6. the Integrator applies all reasonable endeavours to mitigate the exposure of SeamlessAccess.org and its members under this indemnity.

12. Revisions of the Terms of Service:

12.1. SeamlessAccess.org may revise these Terms of Service from time to time as the trial use of the Beta version of the Service progresses. Revisions of these Terms of Service that do not reduce the rights of all Integrators during the trial period will be notified to the Integrator and will automatically be effective from the day after being published on the SeamlessAccess website.

12.2. SeamlessAccess.org will notify the Integrator on 30 days’ prior notice of all revisions that do reduce the rights of Integrators and of the Terms of Service that will apply from the date after termination of the Beta version of the Service. Such revisions will automatically be effective from the day published on the SeamlessAccess website after the notice period.

13. Assignment:

13.1. The Integrator may not assign or transfer all or part of any of its rights or obligations under these Terms of Service.

13.2. If the Integrator is using an Online Platform Provider to provide access to its resources, the Integrator must bind the Online Platform Provider to the terms and conditions of these Terms of Service in order to make use of this Service. The Integrator may not subcontract any of its rights or obligations nor appoint any agent to perform such obligations without the prior written agreement of SeamlessAccess.org.

13.3. SeamlessAccess.org may subcontract work in the normal course of its business and it may transfer all of its rights and obligations to a successor organisation and any such subcontractor and successor will be bound by terms no less protective of Integrator and Users as those herein.

14. Waiver:

Failure by either party to enforce any of the provisions of these Terms of Service shall not represent a waiver of such rights and shall not affect the validity of these Terms of Service nor affect that party’s rights to take subsequent action.

15. Amendments:

These Terms of Service may only be amended as set out in clause 12 or by the written agreement of the parties; such written agreement shall state that it is intended to be an amendment to these Terms of Service.

#16. Severability:

If any court of law or other competent authority finds any part of these Terms of Service to be invalid, unlawful or unenforceable, these Terms of Service will be deemed to be amended to the extent required but so as to allow the rest of these Terms of Service to remain valid and unaffected to the fullest possible extent.

17. Notices:

17.1. Any notice or written agreement to SeamlessAccess.org may be given by email to its email address contact@seamlessaccess.org or such other email address given on the SeamlessAccess website from time to time.

17.2. Any notice or written agreement to the Integrator may be given by email to the email address given by the Integrator in its request for activation of the Service or such other email ddress as it may specify in writing from time to time.

17.3. An email communication will not be deemed served if the email system has generated an unsuccessful transmission or delivery report.

18. Force Majeure:

Neither party will be liable for any delay or failure to perform obligations caused by circumstances beyond its reasonable control provided that the affected party promptly gives the other written notice of such delay or failure and circumstances and that the affected party uses reasonable endeavours to mitigate the delay or failure.

19. Legal Construction of these Terms of Service:

19.1. No term of these Terms of Service is enforceable by any person who is not a party to it whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.2. The parties agree to use the English language for all matters relating to these Terms of Service.

19.3. These Terms of Service are governed by English law and subject to the exclusive jurisdiction of the English courts. The United Nations’ Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service.

19.4. These Terms of Service, together with any amendments made under clause 15 and any conditions for approval for Advanced integration of the Service (as meant in clause 3) where applicable, represents the entire agreement and understanding between the parties in respect of the Service.

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