Common use of Licensor Responsibilities Clause in Contracts

Licensor Responsibilities. 5.1 The Licensor warrants that: (a) it has all authority and rights necessary for the purposes of this Licence Agreement; (b) the Licensed Material is owned by or licensed to the Licensor and does not infringe the Intellectual Property Rights or other rights of any third party; (c) the content of the Licensed Material is not unlawful or false or misleading or offensive or pornographic or obscene or derogatory or discriminatory or racist or defamatory or inflammatory; (d) the Licensed Material complies with the Specification; (e) the availability of the Licensed Material will be as stated in the Specification; (f) the documentation, support services and training materials shown in the Specification are not less than that which the Licensor provides with the Licensed Material to its other customers; (g) the documentation, support services and training materials shown in the Specification have been prepared and will be supplied with the skill and care of a competent provider of similar documentation, services and materials; (h) it will make updates and new versions available in accordance with the descriptions and frequencies shown in the Specification. In any event, the Licensor shall make updates and new versions available to the Licensee whenever it makes the same updates and new versions available to its other customers; (i) it will provide, or arrange for a service provider to provide on its behalf, the support services set out in the Specification via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK; (j) the Licensor does not warrant that the content of the Licensed Material is correct or complete but warrants that the Licensed Material and its content have been reasonably checked and are not known to contain material errors. The Licensor will make reasonable attempts to promptly correct errors discovered by the Licensor or brought to its attention. Content errors may be corrected by publishing errata. 5.2 The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Licensed Material for any purpose. 5.3 The Licensor shall make the Licensed Material available to the Licensee by the date requested on the Order or, before such date, inform the Licensee when the Licensed Material will be made available or inform the Licensee of the reasonable grounds why the Order cannot be accepted. 5.4 The Licensor shall ensure that its server and systems are sufficient for the Licensed Material to be used by Authorised Users without unreasonable service delays. 5.5 The Licensor shall reasonably endeavour not to materially change or reduce the content of Licensed Material during the course of this Licence Agreement. The Licensor will give the Licensee reasonable prior notice of any such material change or reduction and shall refund the Licensee a reasonable proportion of the Fees already paid and similarly reduce the Fees for the remaining term of the Licence Agreement. 5.6 The Licensor shall promptly and diligently act on information provided by the Licensee under clause 4.1 (e). 5.7 The Licensor will nominate technical contacts for matters arising under this Licence Agreement.

Licensor Responsibilities. 5.1 The Licensor warrants that: (a) it has all authority and rights necessary for the purposes of this Licence Agreement; (b) the Licensed Material Software has been developed and tested with not less than the skill and care of a competent supplier of similar products; (c) the Software is owned by or licensed to the Licensor and does not infringe the Intellectual Property Rights or other rights of any third party; (c) the content of the Licensed Material is not unlawful or false or misleading or offensive or pornographic or obscene or derogatory or discriminatory or racist or defamatory or inflammatory; (d) the Licensed Material complies with Software will perform in all material respects as set out in the SpecificationSpecification and any documentation provided or published and referred to by the Licensor; (e) the availability of Licensor cannot warrant that the Licensed Material will be as stated in Software is free from common viruses, spyware, malware, trojan horses and other damaging code or devices but the SpecificationLicensor confirms that it has applied commercially reasonable efforts to check for and remove the same; (f) the documentation, support services and training materials shown in the Specification are not less than that which the Licensor provides with the Licensed Material Software to its other customers; (g) the documentation, support services and training materials shown in the Specification have been prepared and will be supplied with the skill and care of a competent provider of similar documentation, services and materials; (h) unless shown otherwise in the Specification, it will make updates and new versions available in accordance with the descriptions and frequencies shown in the Specification. In any event, the Licensor shall make all updates and new versions available to the Licensee whenever it makes the same updates and new versions available to its other customers. The Licensor will use all reasonable endeavours to ensure that updates and new versions do not reduce any material functionality or features of the Software; (i) it will provide, provide or arrange for a service provider to provide on its behalf, the support services set out in the Specification via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK;. (j) the The Licensor does not warrant that the content of the Licensed Material Software is correct or complete error-free but warrants that the Licensed Material and its content have Software has been reasonably checked and are is not known to contain material errors. The Licensor will make reasonable attempts to promptly correct errors that are discovered by the Licensor or brought to its attention. Content errors may be corrected by publishing errata. 5.2 The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Licensed Material Software for any particular purpose. 5.3 The Licensor shall make the Licensed Material Software available to the Licensee by the date requested on the Order or, before such date, inform the Licensee when the Licensed Material Software will be made available or inform the Licensee of the reasonable grounds why the Order cannot be accepted. 5.4 The Licensor shall ensure that its server and systems are sufficient will identify contacts for the Licensed Material support services and for other matters relating to be used by Authorised Users without unreasonable service delays. 5.5 The Licensor shall reasonably endeavour not to materially change or reduce the content of Licensed Material during the course of this Licence Agreement. The Licensor will give the Licensee reasonable prior notice of any such material change or reduction and shall refund the Licensee a reasonable proportion of the Fees already paid and similarly reduce the Fees for the remaining term of the Licence Agreement. 5.6 The Licensor shall promptly and diligently act on information provided by the Licensee under clause 4.1 (e). 5.7 The Licensor will nominate technical contacts for matters arising under this Licence Agreement.

Licensor Responsibilities. 5.1 The Licensor warrants that: (a) it has all necessary permissions, consents, licences, authority and rights necessary required for the purposes of this Licence Agreement; (b) the Licensed Material Software has been developed and tested with not less than the skill and care of a competent supplier of similar products; (c) the Software is owned by or licensed to the Licensor and does not infringe the Intellectual Property Rights or other rights of any third party; (c) the content of the Licensed Material is not unlawful or false or misleading or offensive or pornographic or obscene or derogatory or discriminatory or racist or defamatory or inflammatoryparty when used in accordance with published instructions; (d) the Licensed Material complies with Software will perform in all material respects as set out in the SpecificationSpecification and any documentation provided or published and referred to by the Licensor; (e) the availability of Licensor cannot warrant that the Licensed Material will be as stated in Software is free from common viruses, spyware, malware, trojan horses and other damaging code or devices but the SpecificationLicensor confirms that it has applied commercially reasonable efforts to check for and remove the same; (f) the documentation, support services and training materials shown in the Specification are not less than that which the Licensor provides with the Licensed Material Software to its other customers; (g) the documentation, support services and training materials shown in the Specification have been prepared and will be supplied with the skill and care of a competent provider of similar documentation, services and materials; (h) unless shown otherwise in the Specification, it will make updates and new versions available in accordance with the descriptions and frequencies shown in the Specification. In any event, the Licensor shall make all updates and new versions available to the Licensee whenever it makes the same updates and new versions available to its other customers. The Licensor will use all reasonable endeavours to ensure that updates and new versions do not reduce any material functionality or features of the Software; (i) it will provide, provide or arrange for a service provider to provide on its behalf, the support services set out in the Specification via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK;. (j) the The Licensor does not warrant that the content of the Licensed Material Software is correct or complete error-free but warrants that the Licensed Material and its content have Software has been reasonably checked and are is not known to contain material errors. The Licensor will make reasonable attempts to promptly correct errors that are discovered by the Licensor or brought to its attention. Content errors may be corrected by publishing errataAlthough the Licensor cannot warrant that the use of the Software will not result in the introduction of viruses, worms, time bombs, logic bombs, trojan horses or any other malware, the Licensor warrants that it will take commercially reasonable efforts to prevent introduction of the same. The Licensor will support current and previous major releases or versions of the Software and provide at least twelve months’ warning of the withdrawal of such support. 5.2 The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Licensed Material Software for any particular purpose. 5.3 The Licensor shall make the Licensed Material Software available to the Licensee by the date requested on the Order or, before such date, inform the Licensee when the Licensed Material Software will be made available or inform the Licensee of the reasonable grounds why the Order cannot be accepted. 5.4 The Licensor shall ensure that its server and systems are sufficient will identify contacts for the Licensed Material support services and for other matters relating to be used by Authorised Users without unreasonable service delays. 5.5 The Licensor shall reasonably endeavour not to materially change or reduce the content of Licensed Material during the course of this Licence Agreement. The Licensor will give the Licensee reasonable prior notice of any such material change or reduction and shall refund the Licensee a reasonable proportion of the Fees already paid and similarly reduce the Fees for the remaining term of the Licence Agreement. 5.6 The Licensor shall promptly and diligently act on information provided by the Licensee under clause 4.1 (e). 5.7 The Licensor will nominate technical contacts for matters arising under this Licence Agreement.

Licensor Responsibilities. 5.1 The Licensor warrants that: (a) it has all authority and rights necessary for the purposes of this Licence Agreement; (b) the Licensed Material is owned by or licensed to the Licensor and does not infringe the Intellectual Property Rights or other rights of any third party; (c) the content of the Licensed Material is not unlawful or false or misleading or offensive or pornographic or obscene or derogatory or discriminatory or racist or defamatory or inflammatory; (d) the Licensed Material complies with the Specification; (e) the availability of the Licensed Material will be as stated in the Specification; (f) the documentation, support services and training materials shown in the Specification are not less than that which the Licensor provides with the Licensed Material to its other customers; (g) the documentation, support services and training materials shown in the Specification have been prepared and will be supplied with the skill and care of a competent provider of similar documentation, services and materials; (h) it will make updates and new versions available in accordance with the descriptions and frequencies shown in the Specification. In any event, the Licensor shall make updates and new versions available to the Licensee whenever it makes the same updates and new versions available to its other customers; (i) it will provide, provide or arrange for a service provider to provide on its behalf, the support services set out in the Specification via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK;. (j) the The Licensor does not warrant that the content of the Licensed Material is correct or complete but warrants that the Licensed Material and its content have been reasonably checked and are not known to contain material errors. The Licensor will make reasonable attempts to promptly correct errors discovered by the Licensor or brought to its attention. Content errors may be corrected by publishing errata. 5.2 The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Licensed Material for any purpose. 5.3 The Licensor shall make the Licensed Material available to the Licensee by the date requested on the Order or, before such date, inform the Licensee when the Licensed Material will be made available or inform the Licensee of the reasonable grounds why the Order cannot be accepted. 5.4 The Licensor shall ensure that its server and systems are sufficient for the Licensed Material to be used by Authorised Users without unreasonable service delays. 5.5 The Licensor shall reasonably endeavour not to materially change or reduce the content of Licensed Material during the course of this Licence Agreement. The Licensor will give the Licensee reasonable prior notice of any such material change or reduction and shall refund the Licensee a reasonable proportion of the Fees already paid and similarly reduce the Fees for the remaining term of the Licence Agreement. 5.6 The Licensor shall promptly and diligently act on information provided by the Licensee under clause 4.1 (e). 5.7 The Licensor will nominate technical contacts for matters arising under this Licence Agreement.

Licensor Responsibilities. 5.1 The Licensor warrants that: (a) it has all authority and rights necessary for the purposes of this Licence Agreement; (b) the Licensed Material Software has been developed and tested with not less than the skill and care of a competent supplier of similar products; (c) the Software is owned by or licensed to the Licensor and does not infringe the Intellectual Property Rights or other rights of any third party; (c) the content of the Licensed Material is not unlawful or false or misleading or offensive or pornographic or obscene or derogatory or discriminatory or racist or defamatory or inflammatory; (d) the Licensed Material complies with Software will perform in all material respects as set out in the SpecificationSpecification and any documentation provided or published and referred to by the Supplier; (e) the availability of Licensor cannot warrant that the Licensed Material will be as stated in Software is free from common viruses, spyware, malware, trojan horses and other damaging code or devices but the SpecificationLicensor confirms that it has applied commercially reasonable efforts to check for and remove the same; (f) the documentation, support services and training materials shown in the Specification are not less than that which the Licensor provides with the Licensed Material Software to its other customers; (g) the documentation, support services and training materials shown in the Specification have been prepared and will be supplied with the skill and care of a competent provider of similar documentation, services and materials; (h) unless shown otherwise in the Specification, it will make updates and new versions available in accordance with the descriptions and frequencies shown in the Specification. In any event, the Licensor shall make all updates and new versions available to the Licensee whenever it makes the same updates and new versions available to its other customers. The Licensor will use all reasonable endeavours to ensure that updates and new versions do not reduce any material functionality or features of the Software; (i) it will provide, or arrange for a service provider to provide on its behalf, the support services set out in the Specification via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK; (j) the Licensor does not warrant that the content of the Licensed Material Software is correct or complete error-free but warrants that the Licensed Material and its content have Software has been reasonably checked and are is not known to contain material errors. The Licensor will make reasonable attempts to promptly correct errors that are discovered by the Licensor or brought to its attention. Content errors may be corrected by publishing errata. 5.2 The undertakings in clause 5.1 replace all conditions and warranties which may otherwise be implied by statute, common law or otherwise. The Licensor makes no representation express or implied with regard to the fitness of the Licensed Material Software for any particular purpose. 5.3 The Licensor shall make the Licensed Material Software available to the Licensee by the date requested on the Order or, before such date, inform the Licensee when the Licensed Material Software will be made available or inform the Licensee of the reasonable grounds why the Order cannot be accepted. 5.4 The Licensor shall ensure that its server and systems are sufficient will identify contacts for the Licensed Material support services and for other matters relating to be used by Authorised Users without unreasonable service delays. 5.5 The Licensor shall reasonably endeavour not to materially change or reduce the content of Licensed Material during the course of this Licence Agreement. The Licensor will give the Licensee reasonable prior notice of any such material change or reduction and shall refund the Licensee a reasonable proportion of the Fees already paid and similarly reduce the Fees for the remaining term of the Licence Agreement. 5.6 The Licensor shall promptly and diligently act on information provided by the Licensee under clause 4.1 (e). 5.7 The Licensor will nominate technical contacts for matters arising under this Licence Agreement.