PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this License. 6.2 The Publisher shall: 6.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in the media, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty (60) days in advance of any anticipated change applicable to the Licensed Materials. 6.2.2 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 6.2.3 use reasonable endeavours to ensure an adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. 6.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
Appears in 6 contracts
Samples: License Agreement, Outright Purchase License Agreement, Library License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access to which is authenticated by Internet Protocol Address as specified in Schedule 1. The Publisher will notify the Licensee 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 10.1.2 and 10.4.
6.2.2 7.2.2 use reasonable 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 LicenseLicence, with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 7.2.4 use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 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 maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
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.
7.4 The Publisher undertakes to use reasonable endeavours 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 should there be no other alternative resource.
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 Licence. The Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage data on the number of articles downloaded, by journal title, on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws and as may be agreed between the parties from time to time, and the 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 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 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’.
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 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 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 (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
Appears in 3 contracts
Samples: Read and Publish Agreement, Read and Publish Agreement, Read and Publish Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 5.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 5.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk. The Licensed Materials have been created by digitising content originally published between 1908 and 1984, and as such may contain terminology or expressions no longer considered acceptable or desirable by modern standards. In no circumstances will the Publisher be liable for damages arising out of the inclusion of such content. The Licensed Materials are provided "as is".
5.3 The Publisher shall:
6.2.1 make 5.3.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server or in the media, format and time schedule specified in Schedule 12. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 5.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 5.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 5.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
5.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
5.5 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 Licence. If required by the Licensee, the Publisher shall facilitate the collection and provision to the Licensee of such usage data on the number of user sessions on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and in accordance with accepted industry standards, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. Instructions on how access to such usage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stindex.asp. In the case that the Publisher assigns its rights to another party under clause 9.3, the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it.
5.6 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 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.
Appears in 2 contracts
Samples: Academic Institution Licence for Perpetual Access, Academic Institution Licence
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk. The Licensed Materials have been created by digitising content originally published between 1908 and 1984, and as such may contain terminology or expressions no longer considered acceptable or desirable by modern standards. In no circumstances will the Publisher be liable for damages arising out of the inclusion of such content. The Licensed Materials are provided "as is".
6.3 The Publisher shall:
6.2.1 make 6.3.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server or in the media, format and time schedule specified in Schedule 12. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 6.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 6.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 6.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
6.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
6.5 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 Licence. If required by the Licensee, the Publisher shall facilitate the collection and provision to the Licensee of such usage data on the number of user sessions on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and in accordance with accepted industry standards, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. Instructions on how access to such usage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stindex.asp. In the case that the Publisher assigns its rights to another party under clause 10.3, the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it.
6.6 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.
Appears in 2 contracts
Samples: Academic Institution Licence for Perpetual Access, Academic Institution Licence for Perpetual Access to the Global Health Archive Database
PUBLISHER’S UNDERTAKINGS. 6.1 5.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 5.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk.
5.3 The Publisher shall:
6.2.1 make 5.3.1 Make the Licensed Materials available to the Licensee from the PublisherServer or its Agent’s website in the media, format and time schedule specified in Schedule 1Server. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 5.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 5.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 5.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
5.3.5 Display end-user Terms and Conditions on the EBook Collections website.
5.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
5.5 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 LICENCE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENCE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Appears in 1 contract
Samples: Academic Institution Licence for Perpetual Access to Cabi Ebook Collections
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 and its Licensee harmless from and against any loss, damage, costs, liability liability, and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee or any of its 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 or any of its Licensee has amended or altered the Licensed Materials in any way not permitted by this License.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the each Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access as specified in Schedule 1. The Publisher will notify the Licensee 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.
6.2.2 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 MaterialMaterials.
6.2.3 7.2.3 use reasonable endeavours to ensure an 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.
6.2.4 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 four-hour basis, save for routine maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
7.2.5 make the Licensed Materials available to the Licensee and to Authorized Users through IP authentication 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. In case of prolonged and/or repeated interruption or suspension, Licensee shall be entitled to claim fair damages and/or compensation from Publisher.
7.2.6 use reasonable 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 if a printed version exists. 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.
Appears in 1 contract
Samples: Transformative Agreement License
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this License.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access as specified in Schedule 1. The Publisher will notify the Licensee 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.
6.2.2 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.
6.2.3 7.2.3 use reasonable endeavours to ensure an 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.
6.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
Appears in 1 contract
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk.
6.3 The Publisher shall:
6.2.1 make 6.3.1 Make the Licensed Materials available to the Licensee from the PublisherServer or its Agent’s website in the media, format and time schedule specified in Schedule 1Server. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 6.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 6.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 6.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
6.3.5 Display end-user Terms and Conditions on the EBook Collections website.
6.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
6.5 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. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Appears in 1 contract
Samples: Academic Institution License for Perpetual Access to Cabi Ebook Collections
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person8.1.1. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this License.
6.2 The Publisher shall:
6.2.1 a. make the Licensed Materials Specified Content available to the Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access to which is authenticated by the Internet Protocol Addresses as specified in Schedule 1. The For clarification, the Publisher will notify the Licensee at least sixty (60) days in advance of any anticipated change applicable shall not provide Internet to the Licensed Materials.Licensee;
6.2.2 b. provide the Licensee, within 30 thirty (30) days of the date of this LicenseAgreement, with information sufficient to enable the Licensee to access the Licensed Material.Specified Content;
6.2.3 c. use reasonable endeavours to ensure an 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.Agreement; and
6.2.4 d. use reasonable endeavours to make the Licensed Materials Specified Content available to the Licensee and to Authorized Authorised Users at all times and on a twenty-four hour basis, save for routine maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials Specified Content as soon as reasonably possible in the event of an interruption or suspension of access to the serviceSpecified Content.
8.1.2. The Publisher reserves the right at any time to withdraw from the Specified 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 given written notice to the Licensee of such withdrawal.
8.1.3. Collection and analysis of data on the usage of the Specified Content will assist both the Publisher and the Licensee to understand the impact of this Agreement. The Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage date on the number of articles downloaded, by journal title, on a quarterly basis for the Publisher’s and the Licensee’s private internal use only.
Appears in 1 contract
Samples: User License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this License.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website Server in the media, PDF format and or such other format as Publisher uses for relevant issue from time schedule specified in Schedule 1to time. 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.
6.2.2 provide . If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within 30 thirty days of such notice treat such changes as a breach of this License under clause 10.1.2 and 10.3.
7.2.2 use reasonable endeavours to make available the electronic copy of each journal issue in the Licensed Materials not later than twenty-four (24) months from the date of publication of the printed version.
7.2.3 provide the Licensee and the Agent, within thirty (30) days of the date of this Licenserelease of the Licensed Materials, with information sufficient to enable the Licensee to access the Licensed MaterialMaterials.
6.2.3 7.2.4 use reasonable endeavours to ensure an 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.
6.2.4 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, and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
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 journal, 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.
7.4 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’.
7.5 EXCEPT AS PROVIDED IN CLAUSE 7.1 AND 7.6, 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 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 (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
7.6 No party limits its liability for a) death or personal injury to the extent it results from its negligence, or of its employees or agents in the course of their engagement, and b) its own fraud or that of its employees or agents in the course of their engagement.
7.7 The Publisher, as a small publisher, has no obligation to provide statistical usage date to the Licensee, but may provide such information as a courtesy.
Appears in 1 contract
Samples: Institutional Online Licence
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this License.
6.2 5.1 The Publisher shall:
6.2.1 make 5.1.1 Make the Licensed Materials Material available to the Licensee and to Authorized Users from the Publisher’s website server in the media, format and time schedule specified in Schedule 1. The Publisher will notify .
5.1.2 Make available to the Licensee at least sixty (60) days in advance any published updates or new versions of any anticipated change applicable to the Licensed MaterialsMaterial.
6.2.2 provide 5.1.3 Provide the Licensee, within 30 days of according to the date of this Licenseschedule set forth in Schedule 1, with information sufficient to enable the Licensee access to access the Licensed Material.
6.2.3 5.1.4 Make available to the Licensee all content that is available in the print version. If print content - such as supplements, review articles - does not appear in the online version a paper copy of the material will be supplied to at least one nominated site with permission to distribute this electronically to any Authorized User.
5.2 The Publisher shall use all reasonable endeavours endeavors to:
5.2.1 Make the Licensed Materials available to ensure an 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).
5.2.2 Ensure that its server has adequate capacity and bandwidth to support the commercially reasonable 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 LicenseLicense Agreement.
6.2.4 5.2.3 In the event of unscheduled interruption of access to data, make reasonable efforts to restore the Licensee’s access to data within two (2) hours.
5.2.4 Inform the Licensee of scheduled interruptions and their duration fourteen (14) days in advance. The Publisher shall make reasonable efforts to restrict such interruptions to less than three (3) per year.
5.2.5 Provide the Licensee with adequate and competent technical support and assistance to enable the Licensee to use the Licensed Material as contemplated hereby including operating a help desk for all Authorized Users between 9 a.m. and 5 p.m. ET.
5.3 The Publisher reserves the right at any time to withdraw from the Licensed Material any item or part of an item which it no longer retains the right to publish, or which it has reasonable endeavours 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 withdrawn material represents more than 10% of the individual journal issue in which it appeared, the Publisher shall make a pro rata refund of part of the Fee, considering the amount of material withdrawn and the remaining unexpired portion of the License Agreement Period.
5.4 The Publisher warrants that after the exercise of all reasonable care to the best of its knowledge and belief the Licensed Materials available contain no virus or other unauthorized or harmful program, code or routine, and will use its best endeavors to ensure that no software commands that will corrupt, delete or make unreadable other computer files stored on the Secure Network will be inserted by it into the Publisher’s electronic files delivered or accessed under the terms of this License Agreement.
5.5 If the Licensee is accessing the Publisher’s server and system under this License Agreement, the Publisher warrants that such system will perform consistently with the written specifications or descriptions of such system.
5.6 If the Licensee is accessing the Publisher’s server and system, and if the Publisher utilizes software for that system produced by a third-party software vendor, the Publisher shall provide such warranties as are provided to the Publisher by such vendor.
5.7 If notwithstanding the warranties in 5.6 and 5.7 above, any harmful virus within the Licensed Material and attributable to the Publisher or attributable to its software, or attributable to the Publisher's related suppliers including without limitation software suppliers, should come to light during the Term of this License Agreement, the Licensee shall have the option either:
(a) to require the Publisher to make or require from the Publisher’s software supplier such repairs or modifications as may be necessary to remove or correct the said virus within 30 days of receiving written notice from the Licensee to do the same, or
(b) to terminate this License Agreement under the terms of clause 8 below.
5.8 The Publisher warrants that it is permitted to deliver the Licensed Material and that the Licensed Material it delivers is complete.
5.9 The publisher shall provide to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to Licensee statistics regarding the usage of the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the serviceby Licensee and/or its Authorized Users with COUNTER compliant usage information.
Appears in 1 contract
Samples: License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 7.2 The Publisher shall:
6.2.1 make 7.2.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server in the media, media format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 7.2.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 7.2.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
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 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 Licence. The Publisher shall facilitate the collection and provision to the Licensee of such usage data on the number of user sessions for database products on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and in accordance with accepted industry standards, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. Instructions on how access to such usage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stIndex.asp
7.5 In the case that the Publisher assigns its rights to another party under clause 11.3, the Licensee may 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 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'.
7.7 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 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.
Appears in 1 contract
Samples: Academic Institution Licence
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this License.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in the mediaand to Authorized Users through IP authentication at all times and on a twenty-four hour basis, format and time schedule specified in Schedule 1. The Publisher will notify save for routine maintenance (which shall be notified to the Licensee at least sixty (60) days in advance of any anticipated change applicable wherever possible), and to restore access to the Licensed MaterialsMaterials as soon as possible in the event of an interruption or suspension of the service. In case of prolonged and/or repeated interruption or suspension, Licensee shall be entitled to claim fair damages and/or compensation from Publisher.
6.2.2 provide 7.2.2 use reasonable endeavours to make available the Licensee, within 30 days electronic copy of each journal issue in the Licensed Materials not later than the day of publication of the date printed version if a printed version exists. In the event that for technical reasons this is not possible for any particular journal, as a matter of this Licensecourse, such journal shall be identified at the time of licensing, together with information sufficient to enable the Licensee to access the Licensed Materialsuch reasons.
6.2.3 7.2.3 use reasonable endeavours to ensure an 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.
6.2.4 use reasonable endeavours 7.3 The Publisher undertakes to provide or to make arrangements for a third party to provide an archive of the Licensed Materials available to for the Licensee purposes of long term preservation and to Authorized Users at all times perpetual access and on a twenty-four hour basis, save for routine maintenance, and to restore the case access to the Licensed Materials as soon as reasonably possible via the Server is interrupted. Publisher hereby permits Authorized Users to access such archive after termination of this License or in case of interruption.
7.4 Upon Licensee’s request, the Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee of COUNTER compliant usage statistics (xxxx://xxx.xxxxxxxxxxxxxx.xxx) on the number of titles, abstracts and articles downloaded or printed, by journal title, on a monthly basis. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and the 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 at its discretion require the assignee either to keep such usage information confidential or to destroy it. The Publisher will also use reasonable endeavours to implement the Standardized Usage Statistics Harvesting Initiative (SUSHI) protocol (xxxx://xxx.xxxx.xxx/workrooms/sushi).
7.5 The Publisher will provide Licensee with detailed lists of all journals included in the Licensed Materials of the following year each 15th of September of the Subscription Period. Such lists shall be delivered in MS Excel format and shall include: title, print ISSN and online ISSN, URL, access start year, volume, issue, as well as a clear indication of the Open Access journals.
7.6 In order to ensure accurate, up to date representation of the Licensed Materials and to ensure that Licensee and its Authorized Users have ease of access and use, the Publisher will:
7.6.1 provide link-resolver vendors and other library systems suppliers quarterly with full details of the Licensed Materials in accordance with the most current KBART standard (xxxx://xxx.xxxx.xxx/kbart/s5/guidelines); and also with related data of (i) the first and final year, volume, and issue and (ii) the algorithm or syntax for constructing an article-level link from an article’s metadata within the Licensed Materials;
7.6.2 use all reasonable efforts to meet the W3C standards (xxx.x0.xxx/XXX/Xxxxxxxxx/#xx), the Open URL Standard (ANSI/NISO Z39.88) and the NISO recommended practice Access and License Indicators (NISO RP-22-2015). Publisher should follow NISO guidance regarding free_to_read and license_reference metadata fields, and NISO recommendations for ‘Mechanisms for Distributing Metadata’, which includes delivering metadata to Crossref and other relevant third;
7.6.3 use all reasonable efforts to keep to the Code of Practice of Project Transfer (xxx.xxxxxxxxxxxxxxx.xxx) to ensure that journal content remains easily accessible by the Licensee and its Authorized Users when there is a transfer of material between parties, and to ensure that the transfer process occurs with minimum disruption;
7.6.4 use all reasonable efforts to deliver, upon request, metadata and full text relating to the Licensed Materials to the National Library of Sweden and Licensee by FTP data feed or by any other means agreed between the parties. The metadata will contain the following fields: chapter/article title, book/journal title, ISBN/ISSN, author(s), volume, issue, year, page, publisher and link to full text on the online-platform. The National Library of Sweden may load and format the metadata onto the freely accessible National Union Catalogue Libris (xxxx://xxxxxx.xx.xx). The Licensee may load and format the metadata onto the Licensee’s server to enable indexing of the Licensed Materials by the Licensee solely for the purpose of enhanced navigation. The Licensee may load the metadata to a secure third party server provided that the Licensee is contractually responsible for the third party. Access to the full text will solely be available to Authorised Users on Secure Networks. The Publisher agrees to permit the National Library of Sweden and the Licensee to release metadata relating to the Licensed Materials using a Creative Commons License CC0 (xxxx://xxxxxxxxxxxxxxx.xxx/about/cc0)
7.7 Open access:
7.7.1 The Publisher agrees to provide annually by February 1st the Licensee with a list of Open Access materials, if any, published in the Licensed Materials, including but not limited to materials by authors affiliated with the Licensee, together with the corresponding article processing charges. The Publisher and the Licensee will enter into good faith negotiation with regard to compensation for duplication of payment Open Access materials.
7.7.2 Upon publication in the Licensed Materials of any Open Access materials produced by authors affiliated with the Licensee, the Publisher will: register the article’s DOI with CrossRef and inform all co-authors; where available, populate co-authors’ institutional affiliation fields on CrossRef and funding metadata, including the funding body grant number in accordance with the Open Funder Registry taxonomy in FundRef and provide same information via its APIs. Publishers should follow NISO recommendations for ‘Mechanisms for Distributing Metadata’, which includes delivering metadata to Crossref and other relevant third parties.
7.7.3 Licensor undertakes to keep Licensee informed of any alternative business models during the Term, including but not limited to models taking into account both subscription journals and Author Processing Charges (APC) for Open Access publishing in so-called hybrid journals. Should Licensee agree to switch to any such alternative business models, the parties will formalize the new business model in a separate agreement signed by both parties.
7.7.4 In the event that the Swedish government implements an Open Access policy during the term of this Agreement, the parties will, at the request of the Licensee, renegotiate the terms of this Agreement in accordance with this policy.
7.7.5 If applicable, the Publisher ensures that besides general invoice information (VAT, due date etc.), an APC invoice/pre-invoice statement will be sent to Licensee including the following machine readable details:
(a) name and email address of the author who is affiliated to Licensee (must be the corresponding author); (b) complete statement of the author’s affiliation to Licensee (e.g. university, institute, department); (c) funding organisation (research funder); (d) date of acceptance; (e) date of publication; (f) journal title; (g) ISSN; (h) article title;
(i) article type; (j) DOI and link to the published article; (k) amount due; (l) discounts and discount group (if applicable); (m) CC license type; (n) corresponding author ORCID.
7.8 The Publisher reserves the right, upon prior notice to Licensee, to withdraw from the Licensed Materials any item or part of an interruption item for which it no longer retains the right to publish, or suspension which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. If the withdrawn material represents more than five per cent of the serviceLicensed Materials the Publisher shall make a pro rata refund of the Fee to the Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the Subscription Period, and the Licensee may, upon thirty day notice, choose to treat such withdrawal as a material breach of this License.
7.9 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’.
Appears in 1 contract
Samples: License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 5.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 5.2 The indemnity in clause 5.1 is subject to the following provisos:
5.2.1 the Licensee promptly notifies the Publisher in writing of the claim or action.
5.2.2 the Licensee makes no admissions or settlements without the Publisher’s prior written consent.
5.2.3 the Licensee gives the Publisher all information and assistance as the Publisher may reasonably require.
5.2.4 the Licensee allows the Publisher complete control over any negotiations, litigation and the settlement of any such claim or action.
5.3 The Publisher shall:
6.2.1 5.3.1 make the Licensed Materials available to the Licensee from the Publisher’s website Server in the media, 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 change applicable to of specification 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.
6.2.2 5.3.2 use reasonable 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.
5.3.3 provide the LicenseeLicensee and the Agent, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 5.3.4 use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 5.3.5 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 scheduled routine maintenance, maintenance (which shall be notified to the Licensee in advance wherever possible).
5.3.6 provide adequate and competent technical support and assistance to restore access enable the Licensee to make proper use of the Licensed Materials.
5.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials as soon as reasonably possible any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. The Publisher shall give written notice to the Licensee of such withdrawal. If the withdrawal results in the event Licensed Materials being substantially and materially less useful to the Licensee, the Licensee may within thirty days of an interruption such notice treat such changes as a breach of this License under clause 7.1.2 and 7.4.
5.5 Except as expressly provided in this License, the Publisher makes no representations or suspension warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of the serviceinformation 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 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 – or the Licensee’s – aggregate liability for any claims, losses, or damages arising out of any breach of this Licence, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the Fee paid by the 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.
Appears in 1 contract
Samples: Licensing Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 5.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 5.2 The Publisher shall:
6.2.1 5.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website Server in the media, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any anticipated specification change applicable to the Licensed Materials.
6.2.2 5.2.2 upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 5.2.3 use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 5.2.4 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 scheduled routine maintenance, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
5.2.5 provide adequate and competent technical support and assistance to enable the Licensee to make proper use of the Licensed Materials.
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.
5.4 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 Licence. The Publisher shall facilitate the collection and provision to the Licensee of such usage data on the number of full-text articles downloaded, by journal title, and the number of user sessions for database products on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and in accordance with accepted industry standards, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. Instructions on how access to such usage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stindex.asp. In the case that the Publisher assigns its rights to another party under clause 9.3, the Licensee may at its discretion require the assignee either to keep such usage information confidential or to destroy it.
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 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 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.
Appears in 1 contract
Samples: Corporate License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 8.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 8.2 The Publisher shall:
6.2.1 make 8.2.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server in the media, media format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 8.2.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 8.2.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
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.
8.4 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 Licence. The Publisher shall facilitate the collection and provision to the Licensee of such usage data on the number of user sessions for database products on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and in accordance with accepted industry standards, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. Instructions on how access to such usage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stIndex.asp
8.5 In the case that the Publisher assigns its rights to another party under clause 12.3, the Licensee may 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 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.
Appears in 1 contract
Samples: Academic Institution Licence
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents to the Licensee that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person5.1. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this License.
6.2 The Publisher shall:
6.2.1 make 5.1.1. Provide access to the Licensed Materials Material via the World Wide Web by means of the use of IP address authentication or by other means agreed between the National Library acting on behalf of the Licensee and the Publisher from time to time.
5.1.2. Make the Licensed Material available to the Licensee from the Publisher’s website in Server at the media, format and time schedule specified in Schedule 1start of the term. The Publisher will use reasonable endeavours to notify the Licensee at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Materials.
6.2.2 provide Material. If the changes render the Licensed Material less useful in a material respect to the Licensee, the Licensee may within 30 thirty days of becoming aware of the date change treat such changes as a material breach of this License, with information sufficient to enable the Licensee to access the Licensed MaterialAgreement.
6.2.3 use 5.1.3. Use reasonable endeavours to make available the electronic copy of each journal covered by this Agreement no later than at the start of business hours on 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 the reasons therefore.
5.1.4. Use reasonable endeavours to ensure an 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 LicenseAgreement.
6.2.4 use 5.1.5. Use all reasonable endeavours to make the Licensed Materials available to the Licensee and to Authorized Authorised and Walk-in Users at all times and on a twenty-four hour basis, save for routine maintenance, and to restore access to the Licensed Materials Material as soon as reasonably possible in the event of an interruption or suspension of the service. If the online access is continuously interrupted for a period of one (1) weeks or more due to failure on the Publisher’s side, the Publisher shall refund to the Licensee that part of the Fee that is in proportion to the time that the Licensed Material has not been available due to interruptions in the online access.
5.1.6. Provide customer support services to Authorised and Walk-in Users via e-mail or phone, including answering e-mail inquiries relating to the use, functionality and content of the Licensed Material. The Publisher will use all reasonable endeavours to respond to such enquiries within 24 hours of request. Although the standard response time for rights and permissions enquiries is within 5 working days of request.
5.1.7. Provide statistics by month and organisation regarding the online usage of the Licensed Material included in this Agreement to the National Library acting on behalf of the Licensee. Statistics will be provided on at least a quarterly basis. In addition the Publisher will provide additional usage statistics to the Licensee via the Publisher’s or third party’s website through the use of passwords issued by the Publisher. Publisher confirms that such usage statistics will adhere to the specifications of the COUNTER Code of Practice, including data elements collected and their definitions; data processing guidelines; usage report content, format frequency and delivery method. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws, and the anonymity of individual users and the confidentiality of their searches shall be fully protected.
Appears in 1 contract
Samples: License Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk.
6.3 The Publisher shall:
6.2.1 make 6.3.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server or in the media, format and time schedule specified in Schedule 12. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 6.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 6.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 6.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
6.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
6.5 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. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Appears in 1 contract
Samples: Academic Institution License
PUBLISHER’S UNDERTAKINGS. 6.1 5.1 The Publisher represents 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 Licence for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 5.2 The information contained in the Licensed Materials, including any expression of opinion and any projection or forecast, has been obtained from or is based upon sources believed by the Publisher to be reliable but is not guaranteed as to accuracy or completeness. The information is supplied without obligation and on the understanding that any person who acts upon it or otherwise changes his/her position in reliance thereon does so entirely as his/her own risk.
5.3 The Publisher shall:
6.2.1 make 5.3.1 Make the Licensed Materials available to the Licensee from the Publisher’s website Server or in the media, format and time schedule specified in Schedule 12. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any major anticipated specification change applicable to the Licensed Materials.
6.2.2 5.3.2 Upon receipt of the signed Licence, provide the Licensee, within 30 days of the date of this License, Licensee promptly with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 use 5.3.3 Use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 use 5.3.4 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, maintenance and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
5.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
5.5 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 LICENCE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENCE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Appears in 1 contract
Samples: Academic Institution Licence
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this LicenseLicence.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access to which is authenticated by Internet Protocol Address as specified in Schedule 1. The Publisher will notify the Licensee 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 10.1.2 and 10.4.
6.2.2 7.2.2 use reasonable 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 LicenseLicence, with information sufficient to enable the Licensee to access the Licensed Material.
6.2.3 7.2.4 use reasonable endeavours to ensure an 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 LicenseLicence.
6.2.4 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 maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
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.
7.4 The Publisher undertakes to use reasonable endeavours 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 should there be no other alternative resource.
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 Licence. The Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee and the Publisher by the Licensee of such Counter-Compliant usage data on the number of articles downloaded, by journal title, on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws and as may be agreed between the parties from time to time, and the 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 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 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’.
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 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 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 (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
Appears in 1 contract
Samples: Read and Publish Agreement
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents 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 or altered the Licensed Materials in any way not permitted by this License.
6.2 7.2 The Publisher shallShall:
6.2.1 7.2.1 make the Licensed Materials available to the Licensee from the Publisher’s website in the media, format and time schedule specified in Schedule 1Server. The Publisher will notify the Licensee at least sixty (60) days in advance advanced of any anticipated specification change applicable to the Licensed Materials.
6.2.2 provide . If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within 30 thirty days of the date such notice treat such changes as a breach of this License, with information sufficient to enable the Licensee to access the Licensed MaterialLicense under clause 10.1.
6.2.3 use reasonable endeavours to ensure an adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License.
6.2.4 7.2.2 use reasonable 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 maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as reasonably possible in the event of an interruption or suspension of the service.
Appears in 1 contract
Samples: Terms and Conditions of Access
PUBLISHER’S UNDERTAKINGS. 6.1 7.1 The Publisher represents warrants to the Licensee that the Licensed Materials Material used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee has amended or altered the Licensed Materials Material in any way not permitted by this License.
6.2 7.2 The Publisher shall:
6.2.1 7.2.1 make the Licensed Materials Material available to the Licensee from the Publisher’s website in Server via the media, format and time schedule Internet access to which is authenticated as specified in Schedule 1. The Publisher will notify the Licensee at least sixty thirty (6030) days in advance of any anticipated specification change applicable to the Licensed Materials.Material. If the changes render the Licensed Material 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;
6.2.2 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.;
6.2.3 7.2.3 use reasonable endeavours to ensure an 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.;
6.2.4 7.2.4 use reasonable endeavours to make the Licensed Materials Material available to the Licensee and to Authorized Users at all times and on a twenty-four hour basis, save for routine maintenancemaintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials Material as soon as reasonably possible in the event of an interruption or suspension of the service.
7.3 Collection and analysis of data on the usage of the Licensed Material will assist both the Publisher and the Licensee to understand the impact of this License. The Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee and the Publisher by the Licensee of usage data on the number of titles viewed, by title, on a monthly basis for the Publisher’s and the Licensee’s private internal use only. Such usage data shall be compiled in a manner consistent with applicable privacy and data protection laws and as may be agreed between the parties from time to time, and the 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 at its discretion require the assignee either to keep such usage information confidential or to destroy it.
7.4 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 MATERIAL, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENSED MATERIAL ARE SUPPLIED ‘AS IS’.
7.5 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 MATERIAL. 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. 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 (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
Appears in 1 contract
Samples: Licensing Agreement
