Common use of CUSIP Data Clause in Contracts

CUSIP Data. The Academic Data Set contains third-party proprietary information, such as CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with CUSIP Global Services (“CGS”) that is operated by S&P Global Market Intelligence LLC (“S&P”) on behalf of the American Bankers Association (“ABA”). Academic Institution shall promptly notify MSRB if its license with CGS expires, is terminated, or is modified such that Academic Institution is no longer appropriately licensed to access or use the CUSIP Database. (b) Academic Institution agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution in such materials or in any of the information contained therein. Any use by Academic Institution outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (c) Academic Institution agrees that Academic Institution shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. (d) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (e) Academic Institution agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

CUSIP Data. The Academic If the Data Set contains third-party information proprietary information, such as to CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases Global Services (“CGS”) (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution Vendor represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with CUSIP Global Services CGS (“CGS”) that is operated by S&P Global Market Intelligence LLC (“S&P”) on behalf of the American Bankers Association (“ABA”)) before it will be authorized to access CUSIP information through the System. Academic Institution Vendor shall promptly notify MSRB FINRA if its license with CGS expires, is terminated, or is modified such that Academic Institution Vendor is no longer appropriately licensed to access or use the CUSIP Database. (b) Academic Institution Vendor agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution Vendor in such materials or in any of the information contained therein. Any use by Academic Institution Vendor outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution Vendor agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution Vendor agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (c) Academic Institution Vendor agrees that Academic Institution Vendor shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution Vendor further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-CD- ROM Services and/or any other future services developed by the CGS. (d) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION VENDOR ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION VENDOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (e) Academic Institution Vendor agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

CUSIP Data. The Academic If the Data Set contains third-party information proprietary information, such as to CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases Global Services (“CGS”) (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution Vendor represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with CUSIP Global Services CGS (“CGS”) that is operated by S&P Global Market Intelligence LLC (“S&P”) on behalf of the American Bankers Association (“ABA”)) before it will be authorized to access CUSIP information through the System. Academic Institution Vendor shall promptly notify MSRB FINRA if its license with CGS expires, is terminated, or is modified such that Academic Institution Vendor is no longer appropriately licensed to access or use the CUSIP Database. (b) Academic Institution Vendor agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution Vendor in such materials or in any of the information contained therein. Any use by Academic Institution Vendor outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution Vendor agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution Vendor agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (c) Academic Institution Vendor agrees that Academic Institution Vendor shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution Vendor further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. (d) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION VENDOR ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION VENDOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (e) Academic Institution Vendor agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

CUSIP Data. The If the Academic Data Set contains third-party information proprietary information, such as to CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases Global Services (“CGS”) (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with CUSIP Global Services CGS (“CGS”) that is operated by S&P Global Market Intelligence LLC (“S&P”) on behalf of the American Bankers Association (“ABA”)) before it will be authorized to access CUSIP information through the System. Academic Institution shall promptly notify MSRB FINRA if its license with CGS expires, is terminated, or is modified such that Academic Institution is no longer appropriately licensed to access or use the CUSIP Database. (b) Academic Institution agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution in such materials or in any of the information contained therein. Any use by Academic Institution outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (c) Academic Institution agrees that Academic Institution shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. (d) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (e) Academic Institution agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

CUSIP Data. The Academic Data Set contains third-If Vendor accesses or receives ORF Files containing third party information proprietary information, such as CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with to CUSIP Global Services (“CGS”) that is operated by S&P Global Market Intelligence LLC (the “S&PCUSIP Database”) pursuant to this Agreement, the following language shall apply: (A) Vendor must execute a license with CGS (on behalf of the American Bankers Association (“ABA”)) before it will be authorized to access the versions of the ORF Files containing the CUSIP Database or the information contained therein. Academic Institution shall promptly notify MSRB if its Additionally, Vendor must ensure that all External Users have a valid license with the CGS expires, is terminated, or is modified such that Academic Institution is no longer appropriately licensed authorizing said Client to access or use receive the CUSIP DatabaseDatabase via Vendor. (bB) Academic Institution Vendor agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution Vendor in such materials or in any of the information contained therein. Any use by Academic Institution Vendor outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution Vendor agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution Vendor agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (cC) Academic Institution Vendor agrees that Academic Institution Vendor shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution Vendor further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. (dD) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION VENDOR ON AN “"AS IS” " BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION VENDOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (eE) Academic Institution Vendor agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

CUSIP Data. The If the Academic Data Set contains third-party information proprietary information, such as to CUSIP standard numbers, CUSIP standard descriptions, and other information about financial instruments, from the CUSIP databases Global Services (“CGS”) (the “CUSIP Database”), and the following language shall be applicable: (a) Academic Institution represents and warrants that it has executed a license (or waiver thereof) regarding its use of Data with CUSIP Global Services CGS (“CGS”) that is operated by S&P Global Market Intelligence LLC (“S&P”) on behalf of the American Bankers Association (“ABA”)) before it will be authorized to access the CUSIP informationDatabase through the System. Academic Institution shall promptly notify MSRB FINRA if its license with CGS expires, is terminated, or is modified such that Academic Institution is no longer appropriately licensed to access or use the CUSIP Database. (b) Academic Institution agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to Academic Institution in such materials or in any of the information contained therein. Any use by Academic Institution outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Academic Institution agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Academic Institution agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. (c) Academic Institution agrees that Academic Institution shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Academic Institution further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS. (d) NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO ACADEMIC INSTITUTION ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY ACADEMIC INSTITUTION FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL. (e) Academic Institution agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.