CONTINUED ACCESS TO LICENSED MATERIALS Sample Clauses

CONTINUED ACCESS TO LICENSED MATERIALS. Upon termination of this License Agreement, Licensor will provide continued access to the Licensed Materials for which Perpetual Access was granted in this License Agreement. The means by which Authorized Users shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided during the term of this License Agreement, with provisions for ensuring forward compatibility with new technologies. Licensor shall: a.) provide continuing online access to archival copies of the Licensed Materials on the Licensor’s Platform without supplementary fees to the Licensee or Members; b.) provide to the Licensee, Member, or third-party archiving service, upon request and within 90 days, one copy of the entire set of Licensed Materials and associated metadata to be maintained as an archival copy for the purpose of delivering continuing online access to Authorized Users. The cost of electronic delivery of Licensed Materials and associated metadata to the Licensee or Member or a third-party archiving service shall be borne by Licensor, unless otherwise agreed upon by the parties. The archival copy from the Licensor shall be provided without Digital Rights Management Technology in a mutually agreeable medium suitable to the content, but may not contain all the links and other features and functionality associated with the Licensed Materials pursuant to this License Agreement.
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CONTINUED ACCESS TO LICENSED MATERIALS. Without limiting its obligations under this Agreement, Licensor represents, warrants and covenants that, in the unlikely event that it cannot assume the responsibility for maintaining the Archive pursuant to Clause 6.8 [Archiving and Preservation], or if Licensor ceases doing business or otherwise cannot honour the terms of this Agreement, Licensor will undertake one of the following courses of action: (a) transfer the Archive to one or more third parties mutually acceptable to both Licensor and Licensee, where perpetual access may be maintained pursuant to Clause 2.2; or (b) supply Licensee with a machine-readable, DRM-free, digital copy of the Licensed Materials in a mutually acceptable format. Licensee is authorized to make such further copies in perpetuity as it may deem necessary for purposes of archival preservation, refreshing, or migration, including migration to other formats, so long as the purpose of such copying is solely for continued use and/or archival retention of the data and does not violate or extend the use rights contained in this Agreement.
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CONTINUED ACCESS TO LICENSED MATERIALS. Upon termination of this License Agreement, Licensor will provide continued access to the Licensed Materials for which Perpetual Access was granted in this License Agreement. The means by which Authorized Users shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided during the term of this License Agreement, with provisions for ensuring forward compatibility with new technologies. In order to provide this access, Licensor shall, as necessary and in Licensor’s sole discretion:
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CONTINUED ACCESS TO LICENSED MATERIALS. Without limiting its obligations under this Agreement, Licensor represents, warrants and covenants that, in the unlikely event that it cannot assume the responsibility for maintaining Continued Access or archiving of the Licensed Materials, or if Licensor ceases doing business or otherwise cannot honour the terms of this Agreement, Licensor will undertake one of the following courses of action: (a) transfer the archive to one or more third parties mutually acceptable to Licensor and Consortium, where Continued Access may be maintained, or (b) Consortium may, at its option, obtain copies of the Licensed Materials in a medium and format mutually agreed upon between the parties, provided that Consortium pays Licensor an amount limited to the reasonable costs associated with reproducing the Licensed Materials.
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CONTINUED ACCESS TO LICENSED MATERIALS. Upon termination of this License Agreement, Licensor will provide continued access to the Licensed Materials for which Perpetual Access was granted in this License Agreement. The means by which Authorized Users shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided during the term of this License Agreement, with provisions for ensuring forward compatibility with new technologies. Licensor shall: a.) provide continuing online access to archival copies of the Licensed Materials on the Licensor’s Platform without supplementary fees to the Licensee or Member Institutions; b.) for OCUL, continue to honour the Local Archiving and Hosting of Licensed Materials, Addendum September 24, 2010, between the Governing Council of the University of Toronto, acting as a service provider to OCUL, and Annual Reviews, to the OCUL Electronic Products License, dated September 24, 2010, Exhibit A. This addendum is included as Exhibit A in this Agreement. c.) for other Licensees and their Member Institutions, provide to the Licensee, Member Institution, or third−party archiving service, upon request and within 90 days, one copy of the entire set of Licensed Materials and associated metadata to be maintained as an archival copy for the purpose of delivering continuing online access to Authorized Users. The cost of electronic delivery of Licensed Materials and associated metadata to the Licensee or Member Institution or a third−party archiving service shall be borne by Licensor, unless otherwise agreed upon by the parties. The archival copy from the Licensor shall be provided without Digital Rights Management Technology in a mutually agreeable medium suitable to the content, but may not contain all the links and other features and functionality associated with the Licensed Materials pursuant to this License Agreement.
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CONTINUED ACCESS TO LICENSED MATERIALS. Upon termination of this Agreement, Publisher will provide continued access to the Subscribed Titles and Academic Press Titles, for which Perpetual Access was granted in this Agreement, according to the options detailed below. The means by which Authorized Users shall have the right to access and use such Subscribed Titles and Academic Press Titles shall be in the manner and form provided below in this Section 10.5.3. Publisher shall: a.) provide continuing online access to archival copies of the Subscribed Titles and Academic Press Titles on the Publisher’s Platform for an annual access fee based on the number of full-text articles downloaded from such titles during the prior twelve (12) months at a rate of no greater than $0.081; The Publisher will make available for inspection by a duly authorized auditor of the Member, at the Member's sole expense, the records concerning the calculation of the annual access fee one time per year during regular business hours upon thirty (30) days written notice to the Publisher. If a particular Subscribed Title is withdrawn by the Publisher or not renewed by the Member, but the Member remains a ScienceDirect online subscriber, the Member may continue to access online, at no additional charge, such formerly Subscribed Title for the publication years paid, provided that the Publisher continues to hold the electronic rights thereto. b.) supply archival copies of Subscribed Titles and Academic Press Titles to the Member in an electronic medium mutually agreed between the parties; c.) supply archival copies of the Subscribed Titles and Academic Press Titles to an appropriate hosting and archiving facility (e.g. OCUL Scholars Portal) for continuing online access to the Subscribed Titles and Academic Press Titles; d.) grant access to the Subscribed Titles and Academic Press Titles through an archival service provider such as, but not limited to, Portico as appropriate; e.) provide for other options as mutually agreed between the Publisher and the Member. For the avoidance of doubt, access and use of the Subscribed Titles and Academic Press Titles shall be subject to the terms and conditions as set out in Section 3, 4, 6.12.3 and 10.5.3 of this Agreement, notwithstanding the termination of this Agreement. Members are permitted to make copies or re-format the Subscribed Titles and Academic Press Titles to ensure their future preservation, accessibility by Authorized Users with disabilities (as defined in the Human Rights Code, ...
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CONTINUED ACCESS TO LICENSED MATERIALS. Upon termination of this Agreement, Licensor will provide continued access to the Licensed Materials for which perpetual access was granted in this Agreement unless Licensor determines that it is unable itself to provide such continued access. In such case, or at any time during the term of this Agreement upon written request by Licensee, Licensor shall enable the Licensee to have continued access to the perpetual content by providing it in digital format including associated metadata in a form and format as designated by Licensee for the Licensor to locally host or the Licensor shall make arrangements for the Licensee to have access to the perpetual content via a third party archiving organization such as Portico, LOCKSS or the Royal Dutch Library as designated by the Licensee. Licensee acknowledges and agrees that in the event of such self-hosting or third-party hosting, Licensee’s perpetual use of the Licensed Material shall continue to be governed by the terms and conditions of this Agreement. Licensee acknowledges and agrees that such archival copy of the perpetual content may not contain all the links and other features and functionality associated with the Licensed Materials provided pursuant to this Agreement. The archival copy from the Licensor shall be provided without Digital Rights Management Technology in a mutually agreeable medium suitable to the content, but may not contain all the links and other features and functionality associated with the Licensed Materials pursuant to this License Agreement.
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Related to CONTINUED ACCESS TO LICENSED MATERIALS

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • Customer Materials Subject to Section 4(a), all right, title and interest (including all Intellectual Property Rights) in and to the Customer Materials are owned by Customer or Customer’s suppliers.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Course Materials The adoption of any course materials, print or electronic, after a Course Agreement is signed will require an agreed and signed addendum.

  • Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient. (b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program. (c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only. (d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. (e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient. (f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor. (g) The Recipient may permit a consultant or subcontractor to use TSA-Licensed Software at the licensed location for the sole purpose of providing services to the Recipient. (h) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes. (i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.5. (j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

  • License Term The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.

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