PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License.
5.2 The Publisher shall:
5.2.1 make the Licensed Materials available to the Licensee via the Publisher’s server or the server of a third party designated by the Publisher. The Publisher will notify the Licensee and the Agent at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials.
5.2.2 use reasonable endeavors to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service.
5.3 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee of such withdrawal. If the withdrawal represents more than ten per cent (10%) of the book, journal or other publication in which it appeared, the Publisher shall refund to the Licensee that part of the Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period.
5.4 The Publisher undertakes to use reasonable endeavors to provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long-term preservation of the Licensed Materials, and to permit Authorized Users to access such archive after termination of this License. To this end:
5.4.1 The Publisher participates in Portico, a not-for...
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this License.
6.2 The Publisher shall:
6.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in the media, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty (60) days in advance of any anticipated change applicable to the Licensed Materials.
6.2.2 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use reasonable endeavours to ensure an adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License.
6.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
PUBLISHER’S UNDERTAKINGS. 7.1 The publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License.
7.2 The Publisher Shall:
7.2.1. make the Licensed Materials available to the Licensee and Eligible Institutions from the Server. The Publisher will notify the Licensee at least sixty (60) days in advanced of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service.
7.3.1 If Publisher discovers any item or part of an item of the Licensed Materials which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal Publisher shall give written notice to Licensee of such withdrawal.
7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change...
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher shall:
6.1.1 Make the Licensed Materials available to the Licensee from the Server in the media, format and time schedule. The Publisher will notify the Licensee at sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under Clauses 9.1.2 and 9.4.
6.1.2 Provide the Licensee within 30 days of commencement, with information sufficient to enable the Licensee to access the Licensed Material.
6.2 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee of such withdrawal. If the withdrawal results in the Licensed Materials being no longer useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under Clauses 9.1.2 and 9.4.
6.3 Except as expressly provided in this License, the Publisher makes no representations or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied ‘as is’.
6.4 Except as provided in Clause 6.1, under no circumstances shall the Publisher be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher’s aggregate liability for any claims, losses, or damages arising out of any breach of this Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this Licence in respect of the Subscription Period during which such claim, loss or damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action...
PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s use of the Licensed Materials within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials in any way not permitted by this Licence Agreement.
5.2 The Publisher shall
5.2.1 Make the Licensed Materials available to the Licensee and to Authorised Users from the Publisher‟s server in the media, format and time schedule specified in Schedule 1
5.2.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore
5.2.3 Provide the Licensee, according to the schedule set forth in Schedule 1, with information sufficient to enable access to the Licensed Materials.
5.3 The Publisher shall use all reasonable endeavours to:
5.3.1 Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below], save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5]
3.2 Ensure that its server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Licence Agreement]
3.3 In the event of unscheduled interruption of access to the Licensed Materials restore the Licensee‟s access to the Licensed Materials within [two (2)] hours]
3.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in adva...
PUBLISHER’S UNDERTAKINGS. 8.1 The Publisher shall:
8.1.1 make the Licensed Materials available to the Consortium and the Members from the Server in the media, format and time schedule specified in Schedule 3. The Publisher will notify the Consortium at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials. If the change renders the Licensed Materials less useful in a material respect to the Consortium and the Members, the Consortium may treat such changes as a material or persistent breach of this Agreement under clause 12.1.2.
8.1.2 use reasonable efforts to make available the electronic copy of each journal issue in the Licensed Materials not later than the day of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with such reasons.
8.1.3 provide the Consortium, within 30 days of receipt of information from the Consortium as per clause 10.1.3, with information sufficient to enable the Consortium and Authorized Users and Walk‐in Users to access the Licensed Materials.
8.1.4 use reasonable efforts to ensure that the Server has adequate capacity and bandwidth to support the usage by the Consortium and Authorized Users and Walk‐in Users at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Agreement.
8.1.5 use reasonable efforts to ensure that Licensed Materials will be accessible and inter‐ operable with prevailing Web browsers including at a minimum, the most recent two major releases (current release and one release prior) and all the associated subsets. Any upgrades or functional changes to the Server will be implemented in a manner that ensures that, at a minimum, the most recent two major releases and all of the associated subsets of prevailing Web browsers at that time will continue to inter‐operate with the Server and be able to access, retrieve and display the Licensed Materials.
8.1.6 use reasonable efforts to make the Licensed Materials available to the Consortium and Authorized Users at all times and on a twenty‐four hour (24) basis, save for routine maintenance but only at such times as demand for access to Licensed Materials is relatively low (which shall be notified to the Consortium in advance whenever possi...
PUBLISHER’S UNDERTAKINGS. The Publisher shall:
PUBLISHER’S UNDERTAKINGS. The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this License.
PUBLISHER’S UNDERTAKINGS. 8.1 The Publisher shall:
8.1.1 make the Licensed Materials available to the Consortium and the Members no later than 30 days after receipt by the Publisher of the information from the Consortium as per clause 10.1.3.
8.1.2 provide the Consortium, within 30 days of receipt of information from the Consortium as per clause 10.1.3, with information sufficient to enable the Consortium and Authorized Users and Walk-in Users to access the Licensed Materials.
8.1.3 use reasonable efforts to ensure that the Server has adequate capacity and bandwidth to support the usage by the Consortium and Authorized Users and Walk-in Users at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Agreement.
8.1.4 use reasonable efforts to make the Licensed Materials available to the Consortium and Authorized Users at all times and on a twenty-four hour
PUBLISHER’S UNDERTAKINGS. 6.1 Publisher represents and warrants that the Publisher Materials do not contain, distribute or promote any Prohibited Activity or any Content that may be regarded as Prohibited Activity. In addition, Publisher shall not create, distribute, promote or use an Application by any means that qualify as Prohibited Activity and shall not use in connection with an Application or the XXX WE Platform any Content generated by any third party which is engaged in any Prohibited Activity.
