Common use of PUBLISHER’S UNDERTAKINGS Clause in Contracts

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the Publisher shall refund to the Licensee that part of the Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period. 5.4 The Publisher undertakes to use reasonable endeavors to provide or to make arrangements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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

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 person7.1 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 lossTHE PUBLISHER SHALL INDEMNIFY AND HOLD THE LICENSEE HARMLESS FROM AND AGAINST ANY LOSS, damageDAMAGE, costsCOSTS, liability and expenses LIABILITY AND EXPENSES (including reasonable legal and professional feesINCLUDING REASONABLE LEGAL AND PROFESSIONAL FEES) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rightsARISING 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 reasonTHIS 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 LicenseTHIS INDEMNITY SHALL NOT APPLY IF THE LICENSEE HAS AMENDED THE LICENSED MATERIALS IN ANY WAY NOT PERMITTED BY THIS LICENSE. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. 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. 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 clause 10.1.2 and 10.4. 5.2.2 7.2.2 use reasonable endeavors to make available the electronic copy of each journal issue in the Licensed Materials within fifteen (15) days 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. 7.2.3 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavors to ensure that the 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 License. 7.2.5 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 7.3 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 results in the book, journal or other publication in which it appearedLicensed Materials being no longer useful to the Licensee, the Publisher shall refund to the Licensee that part may within thirty days of the Fee that is in proportion to the amount such notice treat such changes as a breach of material withdrawn this License under clause 10.1.2 and the remaining un-expired portion of the Subscription Period10.4. 5.4 7.4 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-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-profit service that preserves scholarly content 7.5 Collection and has also been named by analysis of data on the usage of the Licensed Materials will assist both the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If and the Licensee participates in to understand the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with impact of this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLicense. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable provide to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of articles and of abstracts downloaded, including but not limited to Authorized or Walk-In Usersby journal title, on an annual basis 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 claimsand the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy laws, losses, or damages arising out and the anonymity of any breach individual users and the confidentiality of this License their searches shall in no circumstances exceed be fully protected. In the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.6 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’. 7.7 EXCEPT AS PROVIDED IN CLAUSE 7.1, 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 ARISING FROM THIS LICENCE MORE THAN TWELVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

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 7.1 The Publisher shall: 5.2.1 make 7.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publisher. The Publisher will notify the Licensee media, format and the Agent at least sixty (60) days time schedule specified in advance of any anticipated specification change applicable to the Licensed MaterialsSchedule 1. 5.2.2 use 7.1.1 Use reasonable endeavors endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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)maintenance, 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 7.2 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 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 Perioditem. 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 7.3 Except as expressly provided in this LicenseAgreement, 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’. 5.6 Except as provided in Clause 5.17.4 UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other personINCLUDING BUT NOT LIMITED TO AUTHORISED USERS, including but not limited to Authorized or Walk-In UsersFOR ANY SPECIAL, for any specialEXEMPLARY, exemplaryINCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, incidental or consequential damages of any character arising out of the inability to useOR THE USE OF, or the use ofTHE LICENSED MATERIALS. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, the Licensed MaterialsTHE PUBLISHER’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arisesTHE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent at least sixty (60) 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 clause 10.1.2 and 10.3. 5.2.2 7.2.2 use reasonable endeavors endeavours to make available the electronic copy of each journal issue in the Licensed Materials before or directly after the publication date 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. 7.2.3 provide the Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the 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. 7.2.5 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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 7.3 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. . 7.4 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 uses reasonable endeavors endeavours to provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long-long term preservation of the Licensed Materials, . 7.5 Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher and the Licensee to permit Authorized Users to access such archive after termination understand the impact of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content shall provide to the Licensee or facilitate the collection and has also been named provision to the Licensee and the Publisher by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this AgreementLicensee of such usage data upon request. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 7.6 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’. 5.6 7.7 Except as provided in Clause 5.1clause 7.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 9.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 9.2 The Publisher shall: 5.2.1 9.2.1 make the Licensed Materials available to the Licensee via the Publisher’s server or Online Services during the server of a third party designated by the PublisherSubscription Period. 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.. 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 Licence under clause 15.1.1 and 15.4; 5.2.2 9.2.2 use reasonable endeavors endeavours to make the Licensed Materials available to the Licensee and to Authorized the Authorised 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 9.3 The Publisher publisher reserves the right at any time time: 9.3.1 to make changes or correction and to alter, update or upgrade any aspect of the Licensed Materials; 9.3.2 to vary the technical specification of any of the Licensed Materials or of any software included therein; and 9.3.3 to withdraw from the Licensed Materials any item item, or part of an item 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 . 9.4 Where Publisher exercises its right to withdraw any substantial part of the Licensed Materials under clause 9.3, if the withdrawal represents more results in the Licensed Materials being no longer materially useful to the Licensee, the Licensee may, within thirty days of such notice, treat such changes as a breach of this Licence under clause 15.2.1. 9.5 Where a subscription to any Core Subscription expires or is otherwise terminated other than ten per cent (10%) as a result of a breach of this Agreement by the bookLicensee, journal or other publication in which it appeared, then the Publisher shall refund for the purposes of the long term preservation of the materials forming part of any Core Subscription either (at its sole option and at any time): 9.5.1 continue to provide access to the Licensee that part of the Fee that is in proportion Licensed Materials comprising such Core Subscription but only to the amount of material withdrawn and the remaining un-expired portion of extent such Licensed Materials were published during the Subscription Period., either via the Online Services or by way of the online services of a third party provider; or 5.4 The Publisher undertakes to use reasonable endeavors to 9.5.2 provide or to make arrangements arrange for a third party to provide an archive the Licensee with a copy of the Licensed Materials for comprising such Core Subscription but only to the purposes of long-term preservation extent such Licensed Materials were published during the Subscription Period, in such digital or electronic format as Publisher or such third party sees fit, subject always to the right of the Publisher to withdraw from the Licensee any such access to any such Licensed MaterialsMaterials in the event that for any reason the Publisher ceases to have the right to grant such access, and subject further to permit Authorized Users the right of the Publisher or any relevant third party provider to apply additional terms and conditions on such access such archive after termination of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named including requiring the Licensee to bear any charges reasonably incurred by the Publisher or such third party in continuing to provide postsuch access. The Licensee must ensure it and any Authorised User continues to comply at all times with the permitted use and restrictions set out herein. For the avoidance of doubt the Publisher shall have no obligation to provide an electronic copy or maintain the Online Services in relation (i) to any Licensed Content or (ii) to any Licensed Materials where the subscription has been terminated as a result of the Licensee’s breach of this Agreement, For the avoidance of doubt the Publisher shall not be required to digitise any Licensed Materials in order to give effect to this clause 9.5, and the provisions of this clause 9.5 shall not apply to any Non-cancellation access to the Core Subscriptions or Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 9.6 Except as expressly provided in this LicenseLicence, the Publisher makes no representations or warranties of any kind, express or implied, including, 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’. 5.6 9.7 Except as provided in Clause 5.1clause 9.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License Licence in respect of the Subscription Period during which such claim, loss or of damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License Licence more than six (6) months after the cause of action arises. 9.8 The Publisher shall for the duration of the Subscription Period provide as part of the Online Services a website, currently located at xxxx://xxx.xxxxxxxxxxx.xxx/page/librarians/usage for Licensee to run usage reports on a periodic basis.

PUBLISHER’S UNDERTAKINGS. 5.1 8.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 8.2 The Publisher shall: 5.2.1 8.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server or the server of a third party designated Internet access to which is authenticated by the PublisherInternet Protocol Address and Shibboleth. The Publisher will notify the Licensee and the Agent at least sixty ninety (6090) 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 Licence under clause 11.1.1 and 11.4. 5.2.2 8.2.2 use reasonable endeavors endeavours 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. 8.2.3 use reasonable endeavours to ensure that the 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. 8.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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 8.3 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 8.4 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-long term preservation of the Licensed Materials, and to permit Authorized Authorised Users to access such archive after termination of this License. To this end:Licence. 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content 8.5 Collection and has also been named by analysis of data on the usage of the Licensed Materials will assist both the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If and the Licensee participates in to understand the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with impact of this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLicence. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable provide to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of abstracts and of articles downloaded, including but not limited to Authorized or Walk-In Usersby journal title, on a monthly and an annual basis 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 claimsand the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, losses, or damages arising out and the anonymity of any breach individual users and the confidentiality of this License their searches shall in no circumstances exceed be fully protected. In the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 12.3, the Licensee may bring no action arising from at its discretion require the assignee either to keep such usage information confidential or to destroy it. 8.6 The Publisher shall not, and shall not seek to, collect Personal Data in relation to any Authorised User other than as is reasonably and properly required for the administration of this License more than six Licence, and shall fully comply with its obligations under the applicable Data Protection Laws in relation to the collection, use and retention, and any other processing of any such Personal Data. 8.7 EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE, 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’. 8.8 EXCEPT AS PROVIDED IN CLAUSE 8.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER OR THE PUBLISHER’S REPRESENTATIVE 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 ARISING FROM THIS LICENCE MORE THAN TWELVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

PUBLISHER’S UNDERTAKINGS. 5.1 8.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 8.2 The Publisher shall: 5.2.1 8.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server or the server of a third party designated Internet access to which is authenticated by the PublisherInternet Protocol Address and Shibboleth. The Publisher will notify the Licensee and the Agent at least sixty ninety (6090) 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 Licence under clause 11.1.1 and 11.4. 5.2.2 8.2.2 use reasonable endeavors endeavours 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. 8.2.3 use reasonable endeavours to ensure that the 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. 8.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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 8.3 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 8.4 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-long term preservation of the Licensed Materials, and to permit Authorized Authorised Users to access such archive after termination of this License. To this end:Licence. 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content 8.5 Collection and has also been named by analysis of data on the usage of the Licensed Materials will assist both the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If and the Licensee participates in to understand the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with impact of this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLicence. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable provide to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of abstracts and of articles downloaded, including but not limited to Authorized or Walk-In Usersby journal title, on a monthly and an annual basis 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 claimsand the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, losses, or damages arising out and the anonymity of any breach individual users and the confidentiality of this License their searches shall in no circumstances exceed be fully protected. In the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 12.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 8.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE, 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’. 8.7 EXCEPT AS PROVIDED IN CLAUSE 8.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER OR THE PUBLISHER’S REPRESENTATIVE 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 ARISING FROM THIS LICENCE MORE THAN TWELVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 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 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server or the server of a third party designated by the PublisherInternet access as specified in Schedule 1. 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. 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 clause 10.1.2 and 10.1.4. 5.2.2 7.2.2 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.3 use reasonable endeavors endeavours to ensure that the 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 License. 7.2.4 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 (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 7.3 Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher shall refund to the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 7.4 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 appearedLicensed Material, 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 7.5 The Publisher undertakes to use reasonable endeavors to provide or to make has arrangements for with a third party to provide an archive of the Licensed Materials for the purposes of long-long term preservation of the Licensed Materials, . The archived Licensed Materials will become available to Licensee in the following circumstances: If the Publisher applies for an adjudication in bankruptcy ("faillissement") or a suspension of payments ("surseance van betaling");if the Publisher is declared bankrupt or granted a suspension of payments; if an attachment ("beslag") is made on the Publisher's assets. 7.6 Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher and the Licensee to permit Authorized Users to access such archive after termination understand the impact of this License. To this end: 5.4.1 The Publisher participates shall facilitate the collection and provision of such usage data on the number of chapters, articles or other single items downloaded or printed, by supplying the tools to Licensee to generate statistics on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise manner consistent with this Agreement. 5.4.2 If applicable privacy and data protection laws and as may be agreed between the Licensee participates in parties from time to time, and the LOCKSS system for archiving digitized publications anonymity of individual users and the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose confidentiality of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialstheir searches shall be fully protected. The Publisher participates undertakes to provide these usage data in a manner compliant to COUNTER directives. In the CLOCKSS Archive, a not-for-profit service case that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, assigns its rights to another party under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.7 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’. 7.8 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED 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 LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENSE 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 ARISING FROM THIS LICENSE MORE THAN SIX (6) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher warrants to the Licensee Consortium 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 Consortium and its Members 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 Consortium or any of its Members 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 Consortium or any of its Members 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 Consortium from the Server via the Publisher’s server or the server of a third party designated Internet access to which is authenticated by the Publisher[Internet Protocol Address] [Athens] [Shibboleth] as specified in Schedule 1. The Publisher will notify the Licensee and the Agent Consortium at least [ninety (90)] sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials. 5.2.2 . If the changes render the Licensed Materials less useful in a material respect to the Consortium, the Consortium may within thirty days of such notice treat such changes as a breach of this License under clause 10.1.2 and 10.4. use reasonable endeavors endeavours to make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [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. provide the Consortium, within 30 days of the date of this License, with information sufficient to enable the Consortium to access the Licensed Material. use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Consortium 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. use reasonable endeavours to make the Licensed Materials available to the Licensee Consortium 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 Consortium 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. [Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher shall refund to the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 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 Consortium 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 Consortium 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 Period.][results in 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access being no longer useful to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as expressly provided in this LicenseConsortium, the Publisher makes no representations or warranties Consortium may within thirty days 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 such notice treat such changes as a particular purpose. The Licensed Materials are supplied ‘as is’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License in respect of the Subscription Period during which such claim, loss or damage occurred. The foregoing limitation of liability clause 10.1.2 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 arising from this License more than six (6) months after the cause of action arises10.4].

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 5.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee Licensee, and the Agent Agent, at least sixty (60) days in advance of any anticipated change of specification change applicable to in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of the Licensed Materials. 5.2.2 use reasonable endeavors 5.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days of issue date. 5.1.3 Provide the Licensee, and the Agent, within thirty (30) days of the date of this License, with information sufficient to make enable the Licensee to access the Licensed Material. 5.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore or emergency service. 5.1.5 Restore access to the Licensed Materials as soon as possible in the event of an unscheduled 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. 5.2 The Publisher shall give written notice make available to the Licensee Licensee, on a regular basis for the Licensee’s private internal use only, usage data on the number of such withdrawalabstracts and articles downloaded by Authorized Users. If the withdrawal represents more than ten per cent (10%) of the bookSuch usage data shall be compiled in a manner consistent with applicable privacy and data protection laws. 5.3 THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, journal or other publication in which it appearedEXPRESS OR IMPLIED, 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 PeriodINCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. THE LICENSED MATERIALS ARE SUPPLIED ‘AS IS’. 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 availability or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 9.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 9.2 The Publisher shall: 5.2.1 9.2.1 make the Licensed Materials available to the Licensee via the Publisher’s server or Online Services during the server of a third party designated by the PublisherSubscription Period. 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.. 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 Licence under clause 15.1.1 and 15.4; 5.2.2 9.2.2 use reasonable endeavors endeavours to make the Licensed Materials available to the Licensee and to Authorized the Authorised 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 9.3 The Publisher publisher reserves the right at any time time: 9.3.1 to make changes or correction and to alter, update or upgrade any aspect of the Licensed Materials; 9.3.2 to vary the technical specification of any of the Licensed Materials or of any software included therein; and 9.3.3 to withdraw from the Licensed Materials any item item, or part of an item 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 . 9.4 Where Publisher exercises its right to withdraw any substantial part of the Licensed Materials under clause 9.3, if the withdrawal represents more results in the Licensed Materials being no longer materially useful to the Licensee, the Licensee may, within thirty days of such notice, treat such changes as a breach of this Licence under clause 15.2.1. 9.5 Where a subscription to any Core Subscription expires or is otherwise terminated other than ten per cent (10%) as a result of a breach of this Agreement by the bookLicensee, journal or other publication in which it appeared, then the Publisher shall refund for the purposes of the long term preservation of the materials forming part of any Core Subscription either (at its sole option and at any time): 9.5.1 continue to provide access to the Licensee that part of the Fee that is in proportion Licensed Materials comprising such Core Subscription but only to the amount of material withdrawn and the remaining un-expired portion of extent such Licensed Materials were published during the Subscription Period., either via the Online Services or by way of the online services of a third party provider; or 5.4 The Publisher undertakes to use reasonable endeavors to 9.5.2 provide or to make arrangements arrange for a third party to provide an archive the Licensee with a copy of the Licensed Materials for comprising such Core Subscription but only to the purposes of long-term preservation extent such Licensed Materials were published during the Subscription Period, in such digital or electronic format as Publisher or such third party sees fit, subject always to the right of the Publisher to withdraw from the Licensee any such access to any such Licensed MaterialsMaterials in the event that for any reason the Publisher ceases to have the right to grant such access, and subject further to permit Authorized Users the right of the Publisher or any relevant third party provider to apply additional terms and conditions on such access such archive after termination of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named including requiring the Licensee to bear any charges reasonably incurred by the Publisher or such third party in continuing to provide postsuch access. The Licensee must ensure it and any Authorised User continues to comply at all times with the permitted use and restrictions set out herein. For the avoidance of doubt the Publisher shall have no obligation to provide an electronic copy or maintain the Online Services in relation (i) to any Licensed Content or (ii) to any Licensed Materials where the subscription has been terminated as a result of the Licensee’s breach of this Agreement, For the avoidance of doubt the Publisher shall not be required to digitise any Licensed Materials in order to give effect to this clause 9.5, and the provisions of this clause 9.5 shall not apply to any Non-cancellation access to the Core Subscriptions or Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 9.6 Except as expressly provided in this LicenseLicence, the Publisher makes no representations or warranties of any kind, express or implied, including, 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’. 5.6 9.7 Except as provided in Clause 5.1clause 9.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In Users, , 9.8 The Publisher shall 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License in respect duration 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 provide as part of the success or effectiveness of other remedies. Regardless of the cause or form of actionOnline Services a website, the currently located at xxxx://xxx.xxxxxxxxxxx.xxx/page/librarians/usage for Licensee may bring no action arising from this License more than six (6) months after the cause of action arisesto run usage reports on a periodic basis.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee Purchaser that the Licensed Materials used as contemplated by this License Licence do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee Purchaser 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 Purchaser claiming actual or alleged infringement of such rights. It is a condition of this indemnity that the Purchaser complies with clause 8.3 and that Xxxxxx Xxxxxxx Ltd has sole authority over the decision to defend or settle any claim. This indemnity shall survive the termination of this License Licence for any reason. This indemnity shall not apply if the Licensee Purchaser has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee Purchaser from the Server via Internet Protocol address validation or by Athens or Shibboleth authentication protocols, as set out in Schedule 1. The Purchaser may elect to use proxy servers to access the Publisher’s server or the server of a third party designated by the PublisherLicensed Materials remotely through an Authorised Site(s). The Publisher will notify the Licensee and the Agent Purchaser at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials. 5.2.2 7.2.2 provide the Purchaser, within 30 days of the date of this Licence, with information sufficient to enable the Purchaser to access the Licensed Material. 7.2.3 use reasonable endeavors endeavours to ensure that the Server has adequate capacity and bandwidth to support the predicted usage of the Purchaser at a level commensurate with the standards of availability for Web-based information services of similar scope, and to make the Licensed Materials available to the Licensee Purchaser and to Authorized Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to the Licensee Purchaser 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 7.3 Where the Licensed Materials shall not be available to the Purchaser for more than thirty (30) consecutive days, the Publisher shall refund to the Purchaser that proportion of one-tenth of the Purchase Fee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 7.4 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 Purchaser of such withdrawal. If the Publisher reasonably considers that such withdrawal represents more than ten per cent (10%) constitutes a material change to the Licensed Materials or if in the reasonable judgement of the book, journal or other publication Purchaser the withdrawal results in which it appearedthe Licensed Materials being no longer useful to the Purchaser, the Publisher shall refund to the Licensee that part Purchaser may within thirty days of the Fee that is in proportion to the amount such notice treat such changes as a breach of material withdrawn and the remaining un-expired portion of the Subscription Periodthis License under clause 10.2.2. 5.4 7.5 The Publisher undertakes reserves the right to use reasonable endeavors to provide change the presentation, functionality or to make arrangements for a third party to provide an archive user facilities 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 make changes in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher any software or system used to provide post-cancellation access to the Licensed ContentMaterials with the objective of improving the performance thereof and improving the experience of Authorised Users in accessing and using the same, so long as Licensee's use is otherwise at its sole discretion. 7.6 The Publisher shall record and compile COUNTER-compliant usage data on the number of abstracts and of articles downloaded, by journal title, on a monthly basis and facilitate the collection of such data by the Purchaser. Such usage data shall be compiled in a manner consistent with this Agreementapplicable privacy and data protection laws, and the anonymity of individual users and the confidentiality of their searches shall be fully protected; it shall be used for the Publisher’s and the Purchaser’s private internal use only. In the case that the Publisher assigns its rights to a part of the Licensed materials as provided in clause 11.3, the Purchaser may at its discretion require the assignee either to keep such usage information confidential or to destroy it. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as expressly provided in this License, 7.7 While the Publisher makes has no representations reason to believe that there are any inaccuracies or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of defects in the information contained in the Licensed MaterialsMaterial, merchantability the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of use such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Purchaser or Authorised Users as a particular purpose. The result of their reliance on the Licensed Materials are supplied ‘as is’Material. 5.6 Except as provided in Clause 5.1, under 7.8 In no circumstances shall will the Publisher (or the Publisher’s Representative) be liable to the Licensee or Purchaser for any other personloss resulting from a cause over which the Publisher does not have direct control, including but not limited to Authorized failure of electronic or Walk-In Usersmechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 7.9 Except as provided for in Clause 7.1, the Publisher will not be liable to the Purchaser in contract or negligence or otherwise for: 7.9.1 any special, exemplaryindirect, incidental incidental, punitive or consequential damages damages; 7.9.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 7.9.3 for any character arising out of increased costs or expenses. 7.10 No party limits its liability for: 7.10.1 death or personal injury to the inability to useextent it results from its negligence, or of its employees or agents in the use of, course of their engagement; and 7.10.2 its own fraud or that of its employees or agents in the Licensed Materials. Irrespective course of the cause or form of action, the their engagement. 7.11 The Publisher’s aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee fee paid by Licensee Purchaser to the Publisher under this License in respect of the Subscription Period during which such claim, loss or damage occurredLicense. 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent at least sixty (60) 60 days in advance of any anticipated specification 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 clause 10.1.2 and 10.3. 5.2.2 7.2.2 use reasonable endeavors endeavours to make available the electronic copy of each journal issue in the Licensed Materials before or directly after the publication date 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. 7.2.3 provide the Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the 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. 7.2.5 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified 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 7.3 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. . 7.4 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 uses reasonable endeavors endeavours to provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long-long term preservation of the Licensed Materials, . 7.5 Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher and the Licensee to permit Authorized Users to access such archive after termination understand the impact of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content shall provide to the Licensee or facilitate the collection and has also been named provision to the Licensee and the Publisher by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this AgreementLicensee of such usage data upon request. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 7.6 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 fitness of use for a particular purpose. The Licensed Materials are supplied ‘as is’. 5.6 7.7 Except as provided in Clause 5.1clause 7.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

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 6.1 The Publisher shall: 5.2.1 make 6.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent Agent, if any, at least 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 (30) days of such notice treat such changes as a breach of this License under Sections 9.1.2 and 9.4. 5.2.2 use reasonable endeavors 6.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days after publication of the printed version. Individual articles may be available in electronic form prior to make print publication of an issue. 6.1.3 Provide the Licensee and the Agent, if any, within thirty (30) days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 6.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled routine maintenance (which or emergency service. 6.2 The Publisher provides an archive, via Portico for long term preservation. Which may be accessed here: xxx.xxxxxxx.xxx. 6.3 The Publisher shall be notified regularly provide to the Licensee, or facilitate the collection and provision 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees thatof, for the purpose Publisher’s and the Licensee’s private internal use only, usage data on the number of repairing damage to titles, of abstracts, and of articles downloaded or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialsprinted by Authorized Users. The Publisher participates Such usage data shall be compiled in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly contentmanner consistent with applicable privacy and data protection laws. 5.5 Except as expressly provided in this License6.4 THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, the Publisher makes no representations or warranties of any kindEXPRESS OR IMPLIED, express or impliedINCLUDING, includingBUT NOT LIMITED TO, but not limited toWARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purposeMERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. The Licensed Materials are supplied ‘as is’THE LICENSED MATERIALS ARE SUPPLIED “AS IS.” 5.6 Except as provided in Clause 5.1, under 6.5 Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any of its Members or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher warrants to the Licensee Purchaser that the Licensed Materials used as contemplated by this License Licence do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee Purchaser 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 Purchaser claiming actual or alleged infringement of such rights. It is a condition of this indemnity that the Purchaser complies with clause 6.3 and that Xxxxxx Xxxxxxx Ltd has sole authority over the decision to defend or settle any claim. This indemnity shall survive the termination of this License Licence for any reason. This indemnity shall not apply if the Licensee Purchaser has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 The Publisher shall: 5.2.1 make the Licensed Materials available to the Licensee Purchaser from the Server via the Publisher’s server or the server of a third party designated by the Publisheraccess protocols set out in Schedule 1. The Publisher will notify the Licensee and the Agent Purchaser at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials. 5.2.2 provide the Purchaser, within 30 days of the date of this Licence, with information sufficient to enable the Purchaser to access the Licensed Material. 5.2.3 use reasonable endeavors endeavours to ensure that the Server has adequate capacity and bandwidth to support the predicted usage of the Purchaser at a level commensurate with the standards of availability for Web-based information services of similar scope, and to make the Licensed Materials available to the Licensee Purchaser and to Authorized Authorised Users at all times and on a twenty-four hour basis, save for routine maintenance (which shall be notified to the Licensee Purchaser 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 Where the Licensed Materials shall not be available to the Purchaser for more than thirty (30) consecutive days, the Publisher shall refund to the Purchaser that proportion of one-tenth of the Purchase Fee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 5.4 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 Purchaser of such withdrawal. If the Publisher reasonably considers that such withdrawal represents more than ten per cent (10%) constitutes a material change to the Licensed Materials or if in the reasonable judgement of the book, journal or other publication Purchaser the withdrawal results in which it appearedthe Licensed Materials being no longer useful to the Purchaser, the Publisher shall refund to the Licensee that part Purchaser may within thirty days of the Fee that is in proportion to the amount such notice treat such changes as a breach of material withdrawn and the remaining un-expired portion of the Subscription Periodthis License under clause 8.2.2. 5.4 5.5 The Publisher undertakes reserves the right to use reasonable endeavors to provide change the presentation, functionality or to make arrangements for a third party to provide an archive user facilities 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 make changes in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher any software or system used to provide post-cancellation access to the Licensed ContentMaterials with the objective of improving the performance thereof and improving the experience of Authorised Users in accessing and using the same, so long as Licensee's use is otherwise at its sole discretion. 5.6 The Publisher shall record and compile content usage data on a monthly basis and facilitate the collection of such data by the Purchaser. Such usage data shall be compiled in a manner consistent with this Agreementapplicable privacy and data protection laws, and the anonymity of individual users and the confidentiality of their searches shall be fully protected; it shall be used for the Publisher’s and the Purchaser’s private internal use only. In the case that the Publisher assigns its rights to a part of the Licensed materials as provided in clause 9.3, the Purchaser may at its discretion require the assignee either to keep such usage information confidential or to destroy it. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as expressly provided in this License, 5.7 While the Publisher makes has no representations reason to believe that there are any inaccuracies or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of defects in the information contained in the Licensed MaterialsMaterial, merchantability the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of use such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Purchaser or Authorised Users as a particular purpose. The result of their reliance on the Licensed Materials are supplied ‘as is’Material. 5.6 Except as provided in Clause 5.1, under 5.8 In no circumstances shall will the Publisher (or the Publisher’s Representative) be liable to the Licensee or Purchaser for any other personloss resulting from a cause over which the Publisher does not have direct control, including but not limited to Authorized failure of electronic or Walk-In Usersmechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 5.9 Except as provided for in Clause 6.1, the Publisher will not be liable to the Purchaser in contract or negligence or otherwise for: 5.9.1 any special, exemplaryindirect, incidental incidental, punitive or consequential damages damages; 5.9.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 5.9.3 for any character arising out of increased costs or expenses. 5.10 No party limits its liability for: 5.10.1 death or personal injury to the inability to useextent it results from its negligence, or of its employees or agents in the use of, course of their engagement; and 5.10.2 its own fraud or that of its employees or agents in the Licensed Materials. Irrespective course of the cause or form of action, the their engagement. 5.11 The Publisher’s aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee fee paid by Licensee Purchaser to the Publisher under this License in respect of the Subscription Period during which such claim, loss or damage occurredLicense. 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 9.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 9.2 The Publisher shall: 5.2.1 9.2.1 make the Licensed Materials available to the Licensee via the Publisher’s server or Online Services during the server of a third party designated by the PublisherSubscription Period. 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.. 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 Licence under clause 15.1.1 and 15.4; 5.2.2 9.2.2 use reasonable endeavors endeavours to make the Licensed Materials available to the Licensee and to Authorized the Authorised Users at all times and on a twenty-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 9.3 The Publisher publisher reserves the right at any time time: 9.3.1 to make changes or correction and to alter, update or upgrade any aspect of the Licensed Materials; 9.3.2 to vary the technical specification of any of the Licensed Materials or of any software included therein; and 9.3.3 to withdraw from the Licensed Materials any item item, or part of an item 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 . 9.4 Where Publisher exercises its right to withdraw any substantial part of the Licensed Materials under clause 9.3, if the withdrawal represents more results in the Licensed Materials being no longer materially useful to the Licensee, the Licensee may, within thirty days of such notice, treat such changes as a breach of this Licence under clause 15.2.1. 9.5 Where a subscription to any Core or Non-Core Subscription expires or is otherwise terminated other than ten per cent as a result of a breach of this Agreement by the Licensee (10%in either case, a “Cancelled Core or Non-Core Subscription”) of the book, journal or other publication in which it appeared, then the Publisher shall refund for the purposes of the long term preservation of the materials forming part of any Core or Non-Core Subscription either (at its sole option and at any time): 9.5.1 continue to provide access to the Licensee that part Backfiles either via the Online Services or by way of the Fee that is in proportion to the amount online services of material withdrawn and the remaining un-expired portion of the Subscription Period.a third party provider; or 5.4 The Publisher undertakes to use reasonable endeavors to 9.5.2 provide or to make arrangements arrange for a third party to provide an archive the Licensee with a copy of the Licensed Materials for Backfiles in such digital or electronic format as Publisher or such third party sees fit subject always to the purposes of long-term preservation right of the Licensed MaterialsPublisher to withdraw from the Licensee any such access to any such Backfiles in the event that for any reason the Publisher ceases to have the right to grant such access, and subject further to permit Authorized Users the right of the Publisher or any relevant third party provider to apply additional terms and conditions on such access such archive after termination of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named including requiring the Licensee to bear any charges reasonably incurred by the Publisher or such third party in continuing to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialssuch access. The Publisher participates in Licensee must ensure it and any Authorised User continues to comply at all times with the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as expressly provided in this License, permitted use and restrictions set out herein. For the avoidance of doubt the Publisher makes shall have no representations obligation to provide an electronic copy or warranties of maintain the Online Services in relation (i) to 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.Content or

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 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 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server Internet access to which is authenticated by Internet Protocol Address or the server of a third party designated by the PublisherPassword as specified in Schedule 1. 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. 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 clause 10.1.2 and 10.4. 5.2.2 7.2.2 use reasonable endeavors endeavours 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. 7.2.3 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the 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 License. 7.2.5 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 (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 7.3 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 7.4 Collection and analysis of data on the usage of the Licensed Materials for will assist both the purposes of long-term preservation of Publisher and the Licensed Materials, and Licensee to permit Authorized Users to access such archive after termination understand the impact of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to shall provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of abstracts and of articles downloaded, including but not limited to Authorized or Walk-In Usersby journal title, on a monthly and annual basis 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 claimsand the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, losses, or damages arising out and the anonymity of any breach individual users and the confidentiality of this License their searches shall in no circumstances exceed be fully protected. In the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.5 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’. 7.6 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED 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 LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENSE 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 ARISING FROM THIS LICENSE MORE THAN TWELEVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.]

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 7.1 The Publisher shall: 5.2.1 7.1.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent at least sixty (60) 14 days in advance of any significant anticipated change of specification change applicable to in respect of access method, display or any other feature that may affect the manner in which Authorised Users access and make use of the Licensed Materials. 5.2.2 7.1.2 use reasonable endeavors endeavours (subject to any technical failures, acts of God or routine maintenance, which shall be notified to Licensee in advance wherever possible) to make available the electronic copy of each journal issue in the Licensed Materials within seven days of publication of the printed version. 7.1.3 provide the Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 7.1.4 use reasonable endeavours to ensure that the 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. 7.1.5 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised Users at all times and on a twenty-four hour basis, save for technical failures, acts of God or 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 7.2 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 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 7.3 The Publisher undertakes shall provide to use reasonable endeavors the Licensee or facilitate the collection and provision to provide or to make arrangements for the Licensee of such usage data on the number of titles, of abstracts and articles downloaded, by journal title, on a third party to provide an archive of the Licensed Materials monthly basis for the purposes of long-term preservation of Publisher’s and the Licensed MaterialsLicensee’s private internal use only. Such usage data will be compiled in a manner consistent with applicable privacy laws, and to permit Authorized Users to access such archive after termination the anonymity of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreementindividual users shall be fully protected. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 7.4 Except as expressly provided in this LicenseLicence, 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’. 5.6 Except 7.5 To the extent permissible under applicable laws, no responsibility is assumed for injury and/or damage to persons or property as provided a matter of products liability, negligence or otherwise, or from any use or operation of ideas, instructions, methods, products or procedures contained in Clause 5.1the Licensed Materials. Any content in the Licensed Materials which contains medical or health sciences information is intended for professional use within the medical field. No suggested test or procedure should be carried out unless, under in the reader’s judgement, its risk is justified. 7.6 Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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. For the avoidance of doubt, the Publisher shall not be liable for the loss of any information or the non-availability of the Licensed Materials due to any technical failures, acts of God or routine maintenance. 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 License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

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 5.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee Licensee, and the Agent Agent, at least sixty (60) days in advance of any anticipated change of specification change applicable to in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of the Licensed Materials. 5.2.2 use reasonable endeavors 5.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days after the date of publication of the printed version. Individual articles may be available in electronic form prior to make print publication of an issue. 5.1.3 Provide the Licensee, and the Agent, within thirty (30) days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 5.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore or emergency service; 5.1.5 Restore access to the Licensed Materials as soon as possible in the event of an unscheduled interruption or suspension of the service; 5.2 The Publisher shall make available to the Licensee, on a regular basis for the Licensee’s private internal use only, usage data on the number of abstracts and articles downloaded or printed by Authorized Users. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws. 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 publishTHE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, or which it has reasonable grounds to believe infringes copyright or is defamatoryEXPRESS OR IMPLIED, obsceneINCLUDING, unlawful or otherwise objectionableBUT NOT LIMITED TO, AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. 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 PeriodTHE LICENSED MATERIALS ARE SUPPLIED ‘AS IS’. 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 availability or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises.

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 from the Server via the Publisher’s server or Internet access to which is authenticated by [Internet Protocol Address] [the server of a third party designated by the Publishermethod] specified in Schedule 1. The Publisher will notify the Licensee [and the Agent Agent] at least [ninety (90)] [sixty (60) )] days in advance of any anticipated change of specification change applicable to in respect of access method, display or any other feature that may affect the manner in which Authorized Users access and make use of the Licensed Materials. 5.2.2 . [use reasonable endeavors endeavours to] make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [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. provide the Licensee within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. [use reasonable endeavours to] ensure that the 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 License. [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 scheduled routine maintenance (which shall be notified to the Licensee [not less than fourteen (14) days in advance] [in advance wherever possible]), and ; use its best endeavours to restore access to the Licensed Materials [within two (2) hours] [as soon as possible possible] in the event of an unscheduled interruption or suspension of the service. 5.3 The Publisher reserves the right at any time ; provide adequate and competent technical support and assistance 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 enable 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 proper use of the Licensed Materials for [, including the purposes provision of long-term preservation of the Licensed Materials, Help Desk facilities [{during normal working hours} {between 9.00 am and to permit Authorized Users to access such archive after termination of this License. To this end: 5.4.1 The Publisher participates 5.00 pm in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation whatever time zone in which access to the Licensed Content, so long as Licensee's use Materials is otherwise consistent with this Agreementbeing made}]. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

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 6.1 The Publisher shall: 5.2.1 make 6.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent Agent, if any, at least 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 (30) days of such notice treat such changes as a breach of this License under Sections 9.1.2 and 9.4. 5.2.2 use reasonable endeavors 6.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days of issue date. 6.1.3 Provide the Licensee and the Agent, if any, within thirty (30) days of the date of this License, with information sufficient to make enable the Licensee to access the Licensed Material. 6.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled 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 emergency service. 5.3 6.2 The Publisher reserves provides an archive, via 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 publishPortico system, 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 materials for the purposes of long-long term preservation of the Licensed Materialsmaterials. For additional information, and to permit Authorized Users to access such archive after termination of this License. To this end:please visit xxx.xxxxxxx.xxx. 5.4.1 6.3 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to shall regularly provide post-cancellation access to the Licensed ContentLicensee, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If or facilitate the collection and provision to the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees thatof, for the purpose Publisher’s and the Licensee’s private internal use only, usage data on the number of repairing damage to or loss titles, of another LOCKSS system's copy abstracts, and of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialsarticles downloaded by Authorized Users. The Publisher participates Such usage data shall be compiled in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly contentmanner consistent with applicable privacy and data protection laws. 5.5 Except as expressly provided in this License6.4 THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, the Publisher makes no representations or warranties of any kindEXPRESS OR IMPLIED, express or impliedINCLUDING, includingBUT NOT LIMITED TO, but not limited toWARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purposeMERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. The Licensed Materials are supplied ‘as is’THE LICENSED MATERIALS ARE SUPPLIED “AS IS.” 5.6 Except as provided in Clause 5.1, under 6.5 Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any of its Members or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

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 7.1 The Publisher shall: 5.2.1 make 7.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent Agent, if any, at least 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 (30) days of such notice treat such changes as a breach of this License under Sections 10.1.2 and 10.4. 5.2.2 use reasonable endeavors 7.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days of issue date. 7.1.3 Provide the Licensee and the Agent, if any, within thirty (30) days of the date of this License, with information sufficient to make enable the Licensee to access the Licensed Material. 7.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled 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 emergency service. 5.3 7.2 The Publisher reserves provides an archive, via 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 publishPortico system, 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-long term preservation of the Licensed Materials, and to permit Authorized Users to access such archive after termination of this License. To this end:For additional information visit xxx.xxxxxxx.xxx. 5.4.1 7.3 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to shall regularly provide post-cancellation access to the Licensed ContentLicensee, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If or facilitate the collection and provision to the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees thatof, for the purpose Publisher’s and the Licensee’s private internal use only, usage data on the number of repairing damage to or loss titles, of another LOCKSS system's copy abstracts, and of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialsarticles downloaded by Authorized Users. The Publisher participates Such usage data shall be compiled in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly contentmanner consistent with applicable privacy and data protection laws. 5.5 Except as expressly provided in this License7.4 THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, the Publisher makes no representations or warranties of any kindEXPRESS OR IMPLIED, express or impliedINCLUDING, includingBUT NOT LIMITED TO, but not limited toWARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purposeMERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. The Licensed Materials are supplied ‘as is’THE LICENSED MATERIALS ARE SUPPLIED “AS IS.” 5.6 Except as provided in Clause 5.1, under 7.5 Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee that the Licensed Materials Purchased Content used as contemplated by this License do does 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 profession 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 Purchased Content in any way not permitted by this License. 5.2 7.2 The Publisher shall: 5.2.1 make 7.2.1 Make the Licensed Materials Purchased Content available to the Licensee from the Server via the Publisher’s server or the server of a third party designated Internet access to which is authenticated by the PublisherINGENTACONNECT. 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 MaterialsPurchased Content. If the changes render the Purchased Content 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 10.1.2 and 10.4. 5.2.2 use 7.2.2 Use reasonable endeavors to make available the electronic copy of each journal issue in the Purchased Content 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. 7.2.3 Provide the Licensee, within thirty (30) days of the date of this License, with information sufficient to enable the Licensee to access the Purchased Content. 7.2.4 Use reasonable endeavors to ensure that the 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 License. 7.2.5 Use reasonable endeavors to make the Licensed Materials Purchased Content available to the Licensee and to Authorized 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 Purchased Content as soon as possible in the event of an interruption or suspension of the service. 5.3 7.3 The Publisher reserves reserved the right at any time to withdraw from the Licensed Materials Purchased Content 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 post written notice of such withdrawal. 7.4 Collection and analysis of data on the usage of the Purchased Content will assist both the Publisher and the Licensee to understand the impact of this License. The Publisher shall provide to the Licensee upon written request by the Licensee of such withdrawal. If usage data on the withdrawal represents more than ten per cent (10%) number of the booktitles, abstracts and articles downloaded by 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 title 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) and the Licensee’s private internal use only. Such usage data shall be liable to compiled in a manner consistent with applicable privacy and data protection laws and the Licensee or any other person, including but not limited to Authorized or Walk-anonymity of individual users and the confidentiality of their searches shall be fully protected. In 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 License shall in no circumstances exceed the Fee paid by Licensee to case that the Publisher assigns its right to another party under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.5 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, MERCHANT ABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENSE MATERIALS ARE SUPPLIED “AS IS”. 7.6 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED USERS, FOR ANY SPECIAL EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE PURCHASED CONTENT. IRRESPECTIVE OF ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENSE 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 ARISING FROM THIS LICENSE MORE THAN SIX (6) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee [and the Agent Agent] at least [ninety (90)] [ 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 clause 10.1.2 and 10.4. 5.2.2 7.2.2 use reasonable endeavors endeavours to make available the electronic copy of each journal issue in the Licensed Materials [not less than {XX}days before the date] [within {XX} days] [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. 7.2.3 provide the Licensee [and the Agent], within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the 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. 7.2.5 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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 7.3 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 PeriodPeriod][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 clause 10.1.2 and 10.4]. 5.4 7.4 The Publisher undertakes to [use reasonable endeavors to endeavours to] provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long-long term preservation of the Licensed Materials, and to permit Authorized Authorised Users to access such archive after termination of this License.] 7.5 Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher and the Licensee to understand the impact of this License. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content shall provide to the Licensee or facilitate the collection and has also been named provision to the Licensee and the Publisher by the Publisher to provide post-cancellation access to Licensee [or by the Licensed ContentAgent] of such usage data on the number [of titles] [of abstracts and] of articles downloaded, so long as by journal title, on [a monthly] [a quarterly][an annual] basis for the Publisher’s and the Licensee's ’s private internal use is otherwise only. Such usage data shall be compiled in a manner consistent with this Agreement. 5.4.2 If applicable privacy [and data protection] laws [and as may be agreed between the Licensee participates in parties from time to time], and the LOCKSS system for archiving digitized publications anonymity of individual users and the confidentiality of their searches shall be fully protected. In the case that the Publisher assigns its rights to another party under clause 11.3, the Licensee may perpetually use at its discretion require the LOCKSS system assignee either to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage keep such usage information confidential or to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly contentdestroy it. 5.5 7.6 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’. 5.6 7.7 Except as provided in Clause 5.1clause 7.1, under no circumstances shall the Publisher ([or the Publisher’s Representative) ] be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License Licence more than [six (6) 6)][twelve (12)] months after the cause of action arises.]

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher 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 7.2 The Publisher shallShall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee via from the Publisher’s server or the server of a third party designated by the PublisherServer. The Publisher will notify the Licensee and the Agent at least sixty (60) days in advance 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 days of such notice treat such changes as a breach of this License under clause 10.1. 5.2.2 7.2.2 use reasonable endeavors endeavours to make the Licensed Materials available to the Licensee and to Authorized the Authorised 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 7.2.3 Provide 1 simultaneous user access for each ebook title purchased by the Licensee 7.3 The Publisher publisher reserves the right at any time to withdraw from the Licensed Materials any item item, or part of an item 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 results 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 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 clause 10.1. 1. The publisher will provide the licensee with a prorated monetary refund for the purposes of long-term preservation of the any withdrawn 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-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materials. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as 7.4 As expressly provided in this License, the Publisher makes no representations or warranties of any kind, express or implied, including, 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’.' 5.6 7.5 Except as provided in Clause 5.1clause 7.1, under no circumstances shall the Publisher (or the Publisher’s 's Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 's aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License in respect of the Subscription Period during which such claim, loss or of damage occurred. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises.

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 8.1 The Publisher shall: 5.2.1 make 8.1.1 provide the Licensed Materials available Member Institution, within 30 days of the date of this Agreement, with information sufficient to enable the Licensee Member Institution to link to our Open Access Membership web page. 8.1.2 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Member Institution at a level commensurate with the standards of availability for information services of similar scope operating via the Publisher’s server World Wide Web, as such standards evolve from time to time over the term of this Agreement. 8.1.3 Publisher shall provide quarterly reports of the total number of Articles published in conformity with this Agreement. This list shall be provided both in machine readable form in a structured format as comma separated value file format (csv) and in human readable format and shall include the following details: ● Name of the publisher ● Bibliographic metadata (Journal title, journal abbreviation, journal ISSN, volume, issue, pages, article title, authors' names) or the server of a third party designated by the PublisherDOI ● Affiliated author, incl. The ORCID ● Affiliated author's institution ● Publication date Publisher will notify the Licensee also deliver article metadata including license information to Crossref and the Agent at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materialsother relevant third parties. 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 8.2 The Publisher reserves the right at any time to withdraw from the Licensed Materials Web Site any item or part of an item for which it no longer retains the right to publish, or which it has reasonable reasonably 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 Materials8.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, and to permit Authorized Users to access such archive after termination of this LicenseTHE 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 ON THE WEB SITE, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. To this end: 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this AgreementTHE MEMBER WEB PAGE AND THE WEB SITE ARE SUPPLIED 'AS IS'. 5.4.2 If the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials8.4 EXCEPT AS PROVIDED IN THIS AGREEMENT UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE MEMBER INSTITUTION OR ANY OTHER PERSON, so long as Licensee's use is otherwise consistent with this AgreementINCLUDING BUT NOT LIMITED TO ELIGIBLE USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE WEB SITE. Publisher further acknowledges and agrees thatIRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed MaterialsTHE PUBLISHER'S AGGREGATE LIABILITY FOR ANY CLAIMS, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY MEMBER INSTITUTION TO THE PUBLISHER UNDER THIS AGREEMENT IN RESPECT OF THE SUBSCRIPTION PERIOD DURING WHICH SUCH CLAIM, LOSS OR DAMAGE OCCURRED. The Publisher participates in the CLOCKSS ArchiveTHE 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, a not-for-profit service that preserves digital scholarly contentTHE MEMBER INSTITUTION MAY BRING NO ACTION ARISING FROM THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 The Publisher warrants to the Licensee that the Licensed Materials used as contemplated by this License Licence 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this LicenseLicence. 5.2 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server or the server of a third party designated Internet access to which is authenticated by the PublisherInternet Protocol Address and Shibboleth. The Publisher will notify the Licensee and the Agent at least sixty ninety (6090) 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 clause 10.1.1 and 10.4. 5.2.2 7.2.2 use reasonable endeavors endeavours 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. 7.2.3 use reasonable endeavours to ensure that the 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. 7.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised 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 7.3 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 7.4 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-long term preservation of the Licensed Materials, and to permit Authorized Authorised Users to access such archive after termination of this License. To this end:. 5.4.1 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content 7.5 Collection and has also been named by analysis of data on the usage of the Licensed Materials will assist both the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If and the Licensee participates in to understand the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with impact of this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLicense. The Publisher participates in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 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’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) be liable provide to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of abstracts and of articles downloaded, including but not limited to Authorized or Walk-In Usersby journal title, on a monthly and an annual basis 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 claimsand the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, losses, or damages arising out and the anonymity of any breach individual users and the confidentiality of this License their searches shall in no circumstances exceed be fully protected. In the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.6 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’. 7.7 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER OR THE PUBLISHER’S REPRESENTATIVE 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 ARISING FROM THIS LICENCE MORE THAN TWELVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

PUBLISHER’S UNDERTAKINGS. 5.1 7.1 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 7.2 The Publisher shall: 5.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Server via the Publisher’s server Internet access to which is authenticated by Internet Protocol Address or the server of a third party designated by the PublisherAthens. 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. 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 clause 10.1.2 and 10.4. 5.2.2 7.2.2 use reasonable endeavors endeavours to make available the electronic copy of each journal issue in the Licensed Materials not later than the month 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. 7.2.3 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the 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 License. 7.2.5 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 (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 7.3 Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher shall refund to the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 7.4 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 7.5 The Publisher undertakes to use reasonable endeavors endeavours to provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long-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-profit service that preserves scholarly content 7.6 Collection and has also been named by analysis of data on the usage of the Licensed Materials will assist both the Publisher to provide post-cancellation access to the Licensed Content, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If and the Licensee participates in to understand the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with impact of this Agreement. Publisher further acknowledges and agrees that, for the purpose of repairing damage to or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed MaterialsLicense. The Publisher participates in shall facilitate the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly content. 5.5 Except as expressly provided in this License, collection and provision to the Licensee and the Publisher makes no representations or warranties by the Licensee of any kindsuch usage data on the number of abstracts and of articles downloaded, express or impliedby journal title, including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use on a monthly basis for a particular purpose. The Licensed Materials are supplied ‘as is’. 5.6 Except as provided in Clause 5.1, under no circumstances shall the Publisher (or the Publisher’s Representative) and the Licensee’s private internal use only. Such usage data shall be liable to compiled in a manner consistent with applicable privacy and data protection laws, and the Licensee or any other person, including but not limited to Authorized or Walk-anonymity of individual users and the confidentiality of their searches shall be fully protected. In 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 License shall in no circumstances exceed the Fee paid by Licensee to case that the Publisher assigns its rights to another party under this License 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 actionclause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. Any personal data supplied by the Licensee will be held in accordance with the Publisher’s privacy policy, which is available at: xxxx://xxxxxxxxxxx.xx.xx/privacy-policy. 7.7 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’. 7.8 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED 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 LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENSE 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 ARISING FROM THIS LICENSE MORE THAN TWELVE (612) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES.

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 7.1 The Publisher shall: 5.2.1 make 7.1.1 Make the Licensed Materials available to the Licensee via from the Publisher’s server or Server in the server of a third party designated by the Publishermedia, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee and the Agent Agent, if any, at least 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 (30) days of such notice treat such changes as a breach of this License under Sections 10.1.2 and 10.4. 5.2.2 use reasonable endeavors 7.1.2 Make available the electronic copy of each journal issue included in the Licensed Materials within seven (7) days after publication of the printed version. Individual articles may be available in electronic form prior to make print publication of an issue. 7.1.3 Provide the Licensee and the Agent, if any, within thirty (30) days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.1.4 Make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four (24) hour basis, save except for interruptions for scheduled 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 emergency service. 5.3 7.2 The Publisher reserves provides an archive, via 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 publishPortico system, 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-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 7.3 The Publisher participates in Portico, a not-for-profit service that preserves scholarly content and has also been named by the Publisher to shall regularly provide post-cancellation access to the Licensed ContentLicensee, so long as Licensee's use is otherwise consistent with this Agreement. 5.4.2 If or facilitate the collection and provision to the Licensee participates in the LOCKSS system for archiving digitized publications the Licensee may perpetually use the LOCKSS system to archive and restore the Licensed Materials, so long as Licensee's use is otherwise consistent with this Agreement. Publisher further acknowledges and agrees thatof, for the purpose Publisher’s and the Licensee’s private internal use only, usage data on the number of repairing damage to titles, of abstracts, and of articles downloaded or loss of another LOCKSS system's copy of Licensed Materials, Licensee's LOCKSS system may make Licensed Materials available to that other LOCKSS system provided that the other LOCKSS system had previously proven to Licensee's system that it had the same Licensed Materialsprinted by Authorized Users. The Publisher participates Such usage data shall be compiled in the CLOCKSS Archive, a not-for-profit service that preserves digital scholarly contentmanner consistent with applicable privacy and data protection laws. 5.5 Except as expressly provided in this License7.4 THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, the Publisher makes no representations or warranties of any kindEXPRESS OR IMPLIED, express or impliedINCLUDING, includingBUT NOT LIMITED TO, but not limited toWARRANTIES AS TO THE ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purposeMERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. The Licensed Materials are supplied ‘as is’THE LICENSED MATERIALS ARE SUPPLIED “AS IS.” 5.6 Except as provided in Clause 5.1, under 7.5 Under no circumstances shall the Publisher (or the Publisher’s Representative) be liable to the Licensee or any other person, including but not limited to Authorized or Walk-In 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 License shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this License 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 arising from this License more than six (6) months after the cause of action arises.