Common use of APA’s Undertaking Clause in Contracts

APA’s Undertaking. 5.1.1 The APA represents and warrants to the Licensee that the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee due to an actual or alleged infringement of such rights. This indemnity shall survive the termination of this License Agreement for any reason. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. This indemnity shall survive the termination of this License Agreement for any reason. 5.1.2 The APA reserves the right to withdraw from the Licensed Materials any material for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to the Licensee within sixty (60) days of the removal of any content pursuant to this section. 5.1.3 The APA shall comply with the Americans with Disabilities Act (ADA) by supporting assistive software or devices such as large print interfaces, voice-activated input, and alternate keyboard or pointer interfaces in a manner consistent with generally accepted best practices. 5.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by the Licensee and its Authorized Users available to the Licensee in a manner consistent with generally accepted best practices. The APA provides ongoing access to usage statistics in a password-protected site. 5.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the Licensee. 5.1.6 The APA shall use reasonable efforts to provide continuous service to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any scheduled downtime and to restore services in the event of a failure beyond the control of the APA. It is expected that the service will be available on average ninety-eight percent (98%) of the time or better. 5.1.7 No computer software is delivered as a part of this License Agreement and this License Agreement is not conditional upon Licensee's ability to provide its own software or the ability to use the Licensed Materials provided under this License Agreement.

APA’s Undertaking. 5.1.1 The APA represents and warrants to the Licensee that the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee due to an actual or alleged infringement of such rights. This indemnity shall survive the termination of this License Agreement for any reason. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized User or if Licensee Licensee, Member Sites, and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. This indemnity shall survive the termination of this License Agreement for any reason. 5.1.2 The APA reserves the right to withdraw from the Licensed Materials any material for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to the Licensee within sixty (60) days of the removal of any content pursuant to this section. 5.1.3 The APA shall comply with the Americans with Disabilities Act (ADA) by supporting assistive software or devices such as large print interfaces, voice-activated input, and alternate keyboard or pointer interfaces in a manner consistent with generally accepted best practices. 5.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by the Licensee Licensee, Member Sites, and its Authorized Users available to the Licensee in a manner consistent with generally accepted best practices. The APA provides ongoing access to usage statistics in a password-protected site. 5.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the LicenseeLicensee and its Member Sites. 5.1.6 The APA shall use reasonable efforts to provide continuous service to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any scheduled downtime and to restore services in the event of a failure beyond the control of the APA. It is expected that the service will be available on average ninety-eight percent (98%) of the time or better. 5.1.7 No computer software is delivered as a part of this License Agreement and this License Agreement is not conditional upon Licensee's ability to provide its own software or the ability to use the Licensed Materials provided under this License Agreement.