LICENSEE’S UNDERTAKINGS. 7.1 The Licensee shall:
7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so;
7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License;
7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;
7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party;
7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect.
7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License;
7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials.
7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE.
7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.
LICENSEE’S UNDERTAKINGS. 2.1 Except as expressly set out in this Agreement or as permitted by any applicable mandatory law, you agree and undertake:
(a) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is reasonably necessary for the purpose of back-up or operational security;
(b) not to adapt, vary, translate, modify, or make alterations to, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to decompile, disassemble, reverse engineer, create derivative works based on the whole or any part of the Software or merge the Software, or attempt to do any such thing, except as permitted by applicable mandatory law without the possibility of contractual waiver. Requests for interface information in order to achieve inter-operability of the Software with another software program (“Purpose”) should be submitted to the Company at the above address and, if such information is provided, you undertake that the information obtained by you during such activities:
(i) is used only for the Purpose;
(ii) is not disclosed or communicated without the Company's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the Software;
(d) not to rent, lease, sublicense, loan or transfer the Software and Documentation to any third party, or otherwise allow any third party to use the Software, without the prior written consent of the Company;
(e) to keep any authorized copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
(f) to supervise and control use of the Software and ensure that the Software is used by your Users in accordance with the terms of this Agreement;
(g) to replace the current version of the Software with any updated or upgraded version or new release provided by the Company under the terms of this Agreement immediately upon receipt of such version or release;
(h) to include the copyright notice of the Company on all entire and partial copies of the Software in any form; and
(i) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your U...
LICENSEE’S UNDERTAKINGS. 7.1 The Licensee will take all reasonable steps to ensure that the Licenced Material is used only in accordance with the terms and conditions of this Agreement and shall inform Authorised Users of the permitted use restrictions and other provisions set out in this Agreement.
7.2 The Licensee shall put into place reasonable procedures to monitor the compliance with the terms and conditions of this Agreement by the Authorised Users.
7.3 The Licensee will notify the Licensor immediately of infringements that come to the Licensee's notice and the Licensee agrees to co-operate with the Licensor as appropriate to stop further abuse should it occur.
7.4 Subject to Clause 4.9, nothing in this Agreement shall make the Licensee liable for breach of the restrictions set out in the terms and conditions of this Agreement by any Authorised User as long as the Licensee complied with the terms of Clauses 6, 7.1, 7.2 and 7.3 and did not cause, intentionally assist in or encourage such breach nor allowed it to continue after having received notice of such breach whether from the Licensor or otherwise. However, in the event of continuing abuse the Licensor shall be entitled to terminate this Agreement.
7.5 The Licensor shall be entitled to monitor the use of the Licenced Material through the Licensors servers, or as the case may be any service provided by an agent on its behalf, so as to monitor compliance with this Agreement.
LICENSEE’S UNDERTAKINGS. 7.1 The Licensee shall:
7.1.1 Use reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so;
7.1.2 Use reasonable endeavours to notify Authorised Users of the terms and conditions of this Licence and take steps to protect the Licensed Materials from unauthorised use or other breach of this Licence;
7.1.3 Use reasonable endeavours to monitor compliance and immediately upon becoming aware of any unAuthorised use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence;
7.1.4 Where appropriate, issue passwords or other access information only to Authorised Users and use reasonable endeavours to ensure that Authorised Users do not divulge their passwords or other access information to any third party;
7.1.5 Provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Materials in accordance with its obligation under clause 6.3.
LICENSEE’S UNDERTAKINGS. The Licensee agrees and undertakes:
3.1 To pay the Licence fee as defined herein exclusive of any sums paid directly by any of Tenants to the Council (such payments required under separate agreements with the Council) and of which the Company is made aware from time to time and for which the Council has directly received payment. Such Licence fee to be paid annually on (DATE TO BE SPECIFIED) does not promptly make any or all of the payments to the Council as required in clause 4
3.2 To pay all the outgoings howsoever arising and associated with the Premises
3.3 To keep the Premises reasonably clean and tidy and clear of rubbish
3.4 Not to use the Premises in such a way as to cause any nuisance damage disturbance annoyance inconvenience or interference to the Premises or adjoining or neighbouring property or to the owners occupiers or users of such adjoining or neighbouring property
3.5 Not to do any act matter or thing which would or might constitute a breach of any statutory requirement affecting the Premises or which would or might vitiate in whole or in part any insurance effected in respect of the Premises from time to time
3.6 To indemnify the Licensor and keep the Licensor indemnified against all losses claims demands actions proceedings damages costs or expenses or other liability arising in any way from this Licence any breach of any of the Licensee’s undertakings contained in this clause or the exercise or purported exercise of any of the rights given in clause 2
3.7 Not to do or permit or suffer any person exercising or purporting to exercise the rights given in clause 2 to do any act or thing on or in relation to the Premises which would or might cause the Licensor to be in a breach of any of those matters contained in the Licensor’s title to the Premises which if done by the Licensor would or might constitute a breach of such matters
3.8 Not to impede in any way the Licensor or its officers servants or agents in the exercise of the Licensor’s rights of possession and control the Premises and every part of the Premises
3.9 At the end of the Licence Period to leave the Premises in a clean and tidy condition and clear of all buildings and structures
3.8 To perform its obligations in relation to the Premises as set out in the Management Agreement
LICENSEE’S UNDERTAKINGS. 4.1. The Licensee undertakes not to perform any of the acts referred to in this clause 4.1, except to the extent and only to the extent permitted by law to the Licensee as a lawful User (i.e. a party with a right to Use) of the Software and only then for the specific limited purpose permitted by law or hereunder. The Licensee undertakes:
4.1.1. not to copy the Software (other than for normal System operation and as specified in clause 2 above or otherwise under this Agreement) nor otherwise reproduce the same provided that the Licensee may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with sub-clause 4.1.3 below;
4.1.2. not to translate, adapt, vary or modify the Software;
4.1.3. not to disassemble, decompile or reverse engineer the Software except as permitted by law;
4.1.4. not to remove, obscure or alter any notice of patent, copyright, trademark or other proprietary notice on the Software;
4.1.5. not to sub-license, distribute, rent, lease, or otherwise transfer the Software or any unique access code or copy the Software;
4.1.6. not to make the Software accessible by any type of broadcast or transmission, including but not limited to broadcast or transmission by cable, Internet, television, satellite or telephone;
4.1.7. not to Use the Software for commercial gain or to attract customers away from RM or to procure commercial advantage over RM or to Use it in any other way which is likely to be directly or indirectly detrimental to RM or its business;
4.1.8. not to enable a third party to do any of the acts set out in this clause 4.1;
4.1.9. to maintain accurate and up-to-date records of the number and location of all copies of the Software including but not limited to Software installed under the Home Use License.
4.1.10. to supervise and control Use of the Software in accordance with the terms of this License.
4.1.11. to ensure that its students, employees, agents and other parties who will Use the Software are notified of this License and the terms hereof prior to such employee, agent or party using the same.
4.1.12. to reproduce and include the copyright notice of RM on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein.
4.1.13. not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listing...
LICENSEE’S UNDERTAKINGS. 2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake:
(a) not to copy the Software or Resource Material except where such copying is incidental to normal use;
(b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Resource Material;
(c) not to make alterations to, or modifications of, the whole or any part of the Resource Material or Software nor permit the Resource Material and Software or any part of it to be combined with, or become incorporated in, any other programs;
(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program;
(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the Software;
(e) to supervise and control use of the Resource Material and ensure that the Resource Material is used in accordance with the terms of this Licence including any agreed number of users;
(f) to include the copyright notice of the Licensor on all entire and partial copies of the Resource Material in any form;
(g) not to provide, or otherwise make available, the Resource Material in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;
LICENSEE’S UNDERTAKINGS. 8.1 The Licensee shall:
8.1.1 Notify Authorised Users of the terms and conditions of this Licence and take all reasonable steps to monitor compliance and to protect the Licensed Materials from unauthorised use or other breach of this License;
8.1.2 Ensure that only Authorised Users are permitted access to the Licensed Materials and that such access may be withheld when a user no longer retains the status of an Authorized User.
8.1.3 Upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable steps to ensure that such unauthorized use or breach ceases and to prevent any recurrence thereof.
8.2 The Licensee hereby acknowledges that the business of the Publisher is entirely dependent upon the Publisher’s intellectual property rights in the Licensed Materials, and that any material or persistent breach thereof constitutes a fundamental breach of this Licence, in which event, notwithstanding clause 10, this Licence shall immediately terminate; the Publisher shall be entitled to immediate injunctive relief and the immediate removal of all electronic copies of the Licensed Materials held by the Licensee without any rebate of the Fee and without prejudice to any other rights or remedies to which it may be entitled.
8.3 The Licensee agrees to indemnify, defend and hold the Publisher harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any use of the Licensed Materials by the Licensee or Authorised Users or any failure by the Licensee to perform its obligations in relation to this Agreement.
8.4 The Licensee shall, in consideration for the rights granted under this Licence, pay the Fee within thirty (30) days of receipt of invoice and, if applicable, within thirty (30) days of receipt of invoice relating to each subsequent Subscription Period and receipt of such payment shall be a condition of this License coming into effect.
LICENSEE’S UNDERTAKINGS. By accepting the terms and conditions of this Licence Agreement you hereby undertake:
3.1 Not to copy the Software except as permitted hereby.
3.2 Not to disassemble, decompile or otherwise reverse-engineer the Software.
3.3 Not to Use the Software on more than 1 one Computer at any one time.
3.4 To ensure that your employees, agents and other parties under your control who will use the Software, do so in accordance with the terms and conditions of this Licence Agreement and are accordingly notified of the same.
3.5 To reproduce and include any and all copyright notices of the Licensor as they appear in or on the Software and any and all copies thereof.
3.6 Not to permit or facilitate the Use of the Software in any manner which would constitute a breach of the terms and conditions of this Licence Agreement.
3.7 Not to place or distribute the Software on any website, ftp server or similar location without the express prior written consent of the Licensor; and
3.8 Not to Use the Software for any purpose which may reasonably be deemed immoral, illegal, offensive, threatening, abusive or otherwise harmful.
LICENSEE’S UNDERTAKINGS. 8.1 The Licensee and member institutions shall:
8.1.1 use reasonable efforts to inform Authorized Users of the terms and conditions of this License;
8.1.2 use reasonable efforts to monitor compliance and upon becoming aware of any unauthorized use take reasonable and appropriate steps, including disciplinary action, to cease such activity;
8.1.3 use reasonable efforts to issue passwords or other access information only to Authorized Users; [...]
