Common use of Licensee Clause in Contracts

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreement. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee Licensee, a Member Site or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Schedule C. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule C to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to ensure that Member Sites inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to the terms and conditions herein on behalf of all its Member Sites and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this License Agreement and act on behalf of the Member Sites and Authorized Users. 4.2.2 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee Licensee, a Member Site or Authorized User. 4.2.2 4.2.3 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Schedule C. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 4.2.4 Licensee represents and warrants that it will use reasonable endeavors to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. 4.2.4 4.2.5 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule C to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 4.2.6 Licensee represents and warrants that it will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 4.2.7 Licensee agrees to ensure that Member Sites inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 4.2.8 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to the terms and conditions herein and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this License Agreement and act on behalf of the Authorized Users. 4.2.2 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 4.2.3 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 4.2.4 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. 4.2.4 4.2.5 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 4.2.6 Licensee represents and warrants that it will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 4.2.7 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 4.2.8 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee Licensee, a Member Site or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail e‐mail address of the License Agreement administrator shall be listed on the Cover Sheet. Schedule C. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule C to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to ensure that Member Sites inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 A. Licensee agrees to the terms and conditions herein and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this Agreement and act on behalf of the Authorized Users. B. Licensee agrees to indemnify and hold harmless the APA, its directorsLicensor, its officers, directors, employees, successors and assigns members, subcontractors, agents, successors, assigns, affiliates or subsidiaries from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 Licensee X. Xxxxxxxx agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA Licensor of any changes to the assigned administrator or contact information. 4.2.3 Licensee X. Xxxxxxxx represents and warrants that it will use reasonable endeavors best efforts to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementAgreement. 4.2.4 E. Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA Licensor a complete set of Licensee’s valid IP addresses included in Schedule B to enable the APA Licensor to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APALicensor. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA Licensor of any changes in the IP addresses. 4.2.5 . Licensee will use best efforts to ensure that no external, unauthorized users will have access to is responsible for deleting any expired or inaccurate IP address(es) from the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, subscription account and to take for taking reasonable and appropriate steps both to ensure that such activity ceases and measures to prevent any recurrenceaccess by unauthorized individuals to its authorized IP address(es). 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of and ensure their compliance with the terms and conditions of this License Agreement and the Terms of Service for the Licensed Materials, and to use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. Authorized users may only access the Licensed Materials after they accept the Terms of Service. The Terms of Service are available at xxxxx://xxx.xxx.xxx/about/termsofuse and are incorporated by reference herein. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, Athens authentication, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail e‐mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 A. Licensee agrees to the terms and conditions herein on behalf of all Member Sites and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this Agreement and act on behalf of the Member Sites and Authorized Users. X. Licensee agrees to indemnify and hold harmless the APA, its directorsLicensor, its officers, directors, employees, successors and assigns members, subcontractors, agents, successors, assigns, affiliates or subsidiaries from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee Licensee, its Member Site or Authorized User. 4.2.2 Licensee X. Xxxxxxxx agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Sheet and Schedule B. Licensee shall notify the APA Licensor of any changes to the assigned administrator or contact information. 4.2.3 Licensee X. Xxxxxxxx represents and warrants that it will use reasonable endeavors best efforts to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementAgreement. 4.2.4 E. Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA Licensor a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule B to enable the APA Licensor to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APALicensor. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA Licensor of any changes in the IP addresses. 4.2.5 . Licensee will use best efforts to ensure that no external, unauthorized users will have access to is responsible for deleting any expired or inaccurate IP address(es) from the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, subscription account and to take for taking reasonable and appropriate steps both to ensure that such activity ceases and measures to prevent any recurrenceaccess by unauthorized individuals to its authorized IP address(es). 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreement. 4.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restoredberestored.

Licensee. 4.2.1 A. Licensee agrees to the terms and conditions herein and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this Agreement and act on behalf of the Authorized Users. B. Licensee agrees to indemnify and hold harmless the APA, its directorsLicensor, its officers, directors, employees, successors and assigns members, subcontractors, agents, successors, assigns, affiliates or subsidiaries from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a derivative work created by Licensee and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee or Authorized User. 4.2.2 C. Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA Licensor of any changes to the assigned administrator or contact information. 4.2.3 D. Licensee represents and warrants that it will use reasonable endeavors best efforts to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementAgreement. 4.2.4 E. Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA Licensor a complete set of Licensee’s valid IP addresses included in Schedule B to enable the APA Licensor to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APALicensor. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA Licensor of any changes in the IP addresses. 4.2.5 . Licensee will use best efforts to ensure that no external, unauthorized users will have access to is responsible for deleting any expired or inaccurate IP address(es) from the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, subscription account and to take for taking reasonable and appropriate steps both to ensure that such activity ceases and measures to prevent any recurrenceaccess by unauthorized individuals to its authorized IP address(es). 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 3.2.1 Licensee agrees to indemnify be responsible for all claims and hold harmless damages that directly result from the APAnegligent acts or omissions of the Licensee, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a agents. The Licensee shall not be liable to the APA for breach of the terms of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee and/or any Authorized User so long as the Licensee did not intentionally or due through gross negligence or recklessness assist in or encourage such breach or permit such breach to an unauthorized use of the Licensed Materials by Licensee or Authorized Usercontinue after having actual notice thereof. 4.2.2 3.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 3.2.3 Licensee represents and warrants that it will use reasonable endeavors to notify Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementLicense Agreement. Authorized users may only access the Licensed Materials after they accept the Terms of Service. The Terms of Service are available at xxxxx://xxx.xxx.xxx/about/termsofuse and are incorporated by reference herein. 4.2.4 3.2.4 Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 3.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 3.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both to ensure that such activity ceases and to prevent any recurrence. 4.2.7 3.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 2.2.1 Licensee agrees to indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use or Prohibited Use of the Licensed Materials by Licensee Licensee, a Member Site or Authorized User. 4.2.2 2.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheetfirst page of the License Agreement. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 2.2.3 Licensee represents and warrants that it will use reasonable endeavors efforts to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use use, Prohibited Use, or other breach of this LicenseAgreementLicense Agreement. 4.2.4 2.2.4 Licensee represents and warrants that it will only provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“"Internet Protocol”") addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s 's valid IP addresses for each Member Site included in Schedule C to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 4.2.5 2.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 2.2.6 Licensee agrees and Member Sites agree to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both use best efforts to ensure that such activity ceases and to prevent any recurrence. 4.2.7 2.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 A. Licensee agrees to the terms and conditions herein on behalf of all Member Sites and shall be responsible for compliance with same on behalf of Authorized Users. Licensee represents and warrants that it has the right and authority to enter into this Agreement and act on behalf of the Member Sites and Authorized Users. B. Licensee agrees to indemnify and hold harmless the APA, its directorsLicensor, its officers, directors, employees, successors and assigns members, subcontractors, agents, successors, assigns, affiliates or subsidiaries from and against any claims, actions or demands arising from a breach of this License Agreement or from a third party claim of infringement due to the use or creation of a derivative work created by Licensee Licensee, a Member Site and/or Authorized User or due to an unauthorized use of the Licensed Materials by Licensee Licensee, its Member Site or Authorized User. 4.2.2 Licensee X. Xxxxxxxx agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail address of the License Agreement administrator shall be listed on the Cover Sheet. Sheet and Schedule B. Licensee shall notify the APA Licensor of any changes to the assigned administrator or contact information. 4.2.3 Licensee X. Xxxxxxxx represents and warrants that it will use reasonable endeavors best efforts to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this LicenseAgreementAgreement. 4.2.4 E. Licensee represents and warrants that it will provide access to the Licensed Materials on a Secure Network. Licensee Licensee, Member Sites, and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA Licensor a complete set of Licensee’s valid IP addresses for each Member Site included in Schedule B to enable the APA Licensor to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APALicensor. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA Licensor of any changes in the IP addresses. 4.2.5 . Licensee will use best efforts to ensure that no external, unauthorized users will have access to is responsible for deleting any expired or inaccurate IP address(es) from the Licensed Materials. 4.2.6 Licensee agrees to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, subscription account and to take for taking reasonable and appropriate steps both to ensure that such activity ceases and measures to prevent any recurrenceaccess by unauthorized individuals to its authorized IP address(es). 4.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.

Licensee. 4.2.1 2.2.1 The Licensee agrees to shall indemnify and hold harmless the APA, its directors, its officers, employees, successors and assigns from and against any claimsand all judgments, actions settlements, penalties, costs and expenses (including attorneys’ fees) paid or demands arising incurred in connection with any claims of damages by any party which result from a breach the Member Sites’ and/or Authorized Users’ use of or reliance on the Licensed Materials under this License Agreement Agreement, including but not limited to any indirect, special, consequential, or from a third party claim exemplary damages and/or which are attributable to (a)a failure of infringement due the hardware or software of Licensee’s computer system or (b) alterations to derivative work created by Licensee and/or Authorized User or due to an unauthorized use the content of the Licensed Materials by Licensee the Licensee, its Member Sites, Authorized Users, or Authorized Userusers not authorized under this License Agreement. 4.2.2 2.2.2 Licensee agrees to designate a single person to be the administrator of this License Agreement. The name, address, phone number, and e-mail e‐mail address of the License Agreement administrator shall be listed on the Cover Sheetfirst page of the License Agreement. Licensee shall notify the APA of any changes to the assigned administrator or contact information. 4.2.3 2.2.3 Licensee represents and warrants that it will use reasonable endeavors efforts to notify its Member Sites and Authorized Users of the terms and conditions of this License Agreement and use best efforts to protect the Licensed Materials from unauthorized use use, Prohibited Use, or other breach of this LicenseAgreementLicense Agreement. 4.2.4 2.2.4 Licensee represents and warrants that it will provide access the disclaimer language identified in Schedule B to the Licensed Materials on a Secure Network. Licensee and their Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addressesUsers. 4.2.5 2.2.5 Licensee will use best efforts to ensure that no external, unauthorized users will have access to the Licensed Materials. 4.2.6 2.2.6 Licensee agrees and Member Sites agree to inform the APA, immediately upon becoming aware of any unauthorized use or other breach, and to take reasonable and appropriate steps both use best efforts to ensure that such activity ceases and to prevent any recurrence. 4.2.7 2.2.7 If the APA identifies any unauthorized use of the Licensed Materials in breach of this License Agreement, the APA has the right to immediately terminate access under this License Agreement for the offending IP Address until the breach is corrected. The APA and Licensee agree that they will work together to correct the breach as soon as possible so that access can be restored.