Common use of PUBLISHER’S UNDERTAKINGS Clause in Contracts

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 The Publisher Shall: 7.2.1. make the Licensed Materials available to the Licensee and Eligible Institutions from the Server. The Publisher will notify the Licensee at least sixty (60) days in advanced of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If Publisher discovers any item or part of an item of the Licensed Materials which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal Publisher shall give written notice to Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 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 Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this License, the Publisher makes no Representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances shall the Publisher (or the Publisher's Representative) be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this 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 of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 . The Publisher Shall: 7.2.1. shall: make the Licensed Materials available to the Licensee and Eligible Institutions from the ServerServer via the Internet access to which is authenticated by [Internet Protocol Address] [Athens] [Shibboleth] [other method] as specified in Schedule 1. The Publisher will notify the Licensee at least [ninety (90)] sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; 10.1.2 and 10.4. provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised to Authorized Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. [Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher shall refund to the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 7.3.1 If ] The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any book title, item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in . If the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. withdrawal [...] 7.4 The Publisher undertakes to use reasonable endeavours to provide or to make arrangements for a third party to provide an archive represents more than ten per cent (10%) of the Licensed Materials for the purposes of long term preservation of the Licensed Materials, and to permit Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this LicenseMaterial, the Publisher makes no Representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy shall refund to the Licensee that part of the information contained Fee that is in proportion to the amount of material withdrawn and the remaining un-expired portion of the Subscription Period.] [results in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under being no circumstances shall the Publisher (or the Publisher's Representative) be liable longer useful 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 ofLicensee, the Licensed Materials. Irrespective Licensee may within thirty days of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any such notice treat such changes as a 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 clause 10.1.2 and exclusion of certain damages shall apply regardless of the success of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises10.4]. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 8.1 The publisher Publisher warrants to the Licensee and Eligible Institutions Consortium that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee Consortium and Eligible Institutions its Members harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions Consortium or any of its Members 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 Consortium or Eligible Institutions any of its Members has amended the Licensed Materials in any way not permitted by this LicenseLicence. 7.2 8.2 The Publisher Shallshall: 7.2.1. make 8.2.1 Make the Licensed Materials available to the Licensee and Eligible Institutions Consortium from the ServerServer in the media, format and time schedule specified in Schedule 1. The Publisher will notify the Licensee at least sixty Consortium thirty (6030) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If ; 8.2.2 Provide the changes render Consortium, within 30 days of the date of this Licence, with information sufficient to enable the Consortium to access the Licensed Materials less useful in Material; 8.2.3 Use all reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Consortium at a material respect 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 Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach term of this License under clause 10.1.1; use Licence; 8.2.4 Use all reasonable endeavours to make the Licensed Materials available to the Licensee Consortium and Eligible Institutions and the to Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 8.3 The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make . 8.4 Collection and analysis of data on the item or part usage of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials 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 its server any 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 item or part of an itemusage data can be enabled can be found on the Publisher's website at xxxx://xxx.xxxx.xxx/Statistics/stindex.asp. In the case of any such change or withdrawal Publisher shall give written notice to Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of that the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference assigns its rights to this another party under clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 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 Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this License, the Publisher makes no Representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances shall the Publisher (or the Publisher's Representative) be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this 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 of effectiveness of other remedies. Regardless of the cause or form of action12.3, the Licensee may bring no action arising from this License more than six (6) months after at its discretion require the cause of action arisesassignee either to keep such usage information confidential or to destroy it. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports8.5 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’. 8.6 UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE CONSORTIUM OR ANY OF ITS MEMBERS 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 CONSORTIUM 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.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 . The Publisher Shall: 7.2.1. shall: make the Licensed Materials available to the Licensee and Eligible Institutions from the ServerServer via the Internet access as specified in Schedule 1. The Publisher will notify the Licensee at least sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; 10.1.2 and 10.1.4. provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised to Authorized Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If . The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. 7.3.2 In case . If the withdrawal represents more than ten per cent (10%) of such a change or withdrawalthe Licensed Materials, if Licensed Materials are 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 lifetime, which solely for the purpose of this clause 7.3 is assumed to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials10 years. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 7.4 The Publisher undertakes to use reasonable endeavours to provide or to make has arrangements for with a third party to provide an archive of the Licensed Materials for the purposes of long term preservation of the Licensed Materials, and . The archived Licensed Materials will become available to permit Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided Licensee in this License, the following circumstances: If the Publisher makes no Representations applies for an adjudication in bank­ruptcy ("faillissement") or warranties a suspension of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances shall payments ("surseance van betaling");if the Publisher is declared bankrupt or granted a suspen­sion of payments; if an attachment (or "beslag") is made on the Publisher's Representative) be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this 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 of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arisesassets. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 The Publisher Shallshall: 7.2.11. make the Licensed Materials available to the Licensee and Eligible Institutions from the Server. The Publisher will notify the Licensee at least sixty ninety (6090) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. 2. If use reasonable endeavors to make available the changes render electronic copy of each journal issue in the Licensed Materials less useful in a material respect to not later than the day of publication of the printed version. 3. provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee may within thirty (30) days to access the Licensed Material. 4. use reasonable endeavors to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such notice treat such changes as a breach standards evolve from time to time over the term of this License under clause 10.1.1; License. 5. use reasonable endeavours endeavors to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised to Authorized Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 7.3 The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. If the withdrawal represents more than ten percent (10%) of the journal in which it appeared, it the Publisher shall use reasonable efforts refund to make the item or Licensee that part of an item acceptable the Fee that is in proportion to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part amount of an item. In material withdrawn and the case of any such change or withdrawal Publisher shall give written notice to Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason remaining un-expired portion of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...]Subscription Period. 7.4 The Publisher undertakes to use reasonable endeavours endeavors to provide or to make arrangements for a third party to provide an archive of the Licensed Materials for the purposes of long long-term preservation of the Licensed Materials, . 7.5 Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher and the Licensee to permit Authorised Users to access such archive after termination understand the impact of this License. The Publisher shall provide to the Licensee or facilitate the collection and provision to the Licensee of such COUNTER compliant usage data on the number of articles downloaded, by journal title, on 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 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. 7.5 7.6 Except as expressly provided in this License, the Publisher makes no Representations representations or warranties of any kind, express or implied, including including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied '‘as is'’. 7.6 7.7 Except as provided in clause 7.1, under no circumstances shall the Publisher (or the Publisher's Representative) be liable to the Licensee or any other person, including but not limited to Authorised 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 ’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 LicenseLicense 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 of or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six twelve (612) months after the cause of action arises. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions 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 and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License Licence for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this LicenseLicence. 7.2 The Publisher Shallshall: 7.2.1. 7.2.1 make the Licensed Materials available to the Licensee and Eligible Institutions from the Server. The Publisher will notify the Licensee at least sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If . 7.2.2 use reasonable endeavours to make available the changes render electronic copy of each journal issue in the Licensed Materials less useful in a material respect to not later than the day of publication of the printed version. 7.2.3 provide the Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee may within thirty (30) days to access the Licensed Material. 7.2.4 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such notice treat such changes as a breach standards evolve from time to time over the term of this License under clause 10.1.1; Licence. 7.2.5 use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the to Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 7.3 The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified . If the withdrawal results in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 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 being no longer useful to the purposes Licensee, the Licensee may within thirty days of long term preservation of the Licensed Materials, and to permit Authorised Users to access such archive after termination notice treat such changes as a breach of this LicenseLicense under clause 10.1.2. 7.5 7.4 Except as expressly provided in this License, the Publisher makes no Representations representations or warranties of any kind, express or implied, including including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is'. 7.6 7.5 Except as provided in clause 7.1, under no circumstances shall the Publisher (or the Publisher's Representative) Representative be liable to the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this License Licence shall in no circumstances exceed the Fee paid by Licensee to the Publisher under this LicenseLicence 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 of or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. 5.1 The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any direct loss, damage, costscost, liability and expenses or expense (including reasonable legal and professional fees) arising out of any use of the Licensed Material within the terms permitted in this License Agreement which use infringes any copyright or other proprietary or intellectual property rights of any natural or legal action taken against person provided that: (a) the Licensee promptly notifies the Publisher in writing of any allegation of infringement; (b) the Licensee makes no admissions without the prior consent in writing of the Publisher; (c) the Licensee at the request of the Publisher permits the Publisher or its authorized representatives at the Publisher’s cost and Eligible Institutions claiming actual or alleged infringement of such rightsexpense to conduct and/or settle all negotiations and litigation and give the Publisher all reasonable assistance in relation hereto. This indemnity shall survive the termination of this License Agreement for any reasonthree (3) years. This indemnity shall not apply if the Licensee or Eligible Institutions has amended modified the Licensed Materials Material in any way not permitted by this LicenseLicense Agreement. 7.2 5.2 The Publisher Shallshall: 7.2.1. make 5.2.1 Make the Licensed Materials Material available to the Licensee and Eligible Institutions to Authorized Users from the Server. The Publisher will notify Publisher’s server in the format and time schedule specified in Schedule 1 Part E. 5.2.2 Make available to the Licensee at least sixty (60) days the electronic version of the Licensed Material as soon as it is available on Xxxxxxxxx Synergy. 5.2.3 Provide the Licensee, according to the schedule set forth in advanced of any anticipated specification change applicable Schedule 1 Part E, with information sufficient to enable access to the Licensed Materials. If the changes render Material. 5.3 The Publisher shall, subject to Clause 9.5, use all reasonable endeavours to: 5.3.1 Make the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; use reasonable endeavours to make the Licensed Materials Material available to the Licensee and Eligible Institutions and to Authorized Users commensurate with the Authorised Users at all times and on a twenty-four (24) hour basisstandards of availability set out in Clause 5.3.2 below, save for routine maintenance (which shall be notified maintenance. 5.3.2 Ensure that its server has adequate capacity and bandwidth to support the usage of the Licensee in advance wherever possible)at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, and as such standards evolve from time to restore time over the term of this License Agreement. 5.3.3 In the event of unscheduled interruption of access to data restore the Licensed Materials Licensee’s access to data as soon as possible in it is within the event of an interruption or suspension of the servicePublisher’s control so to do. 7.3.1 If 5.3.4 Announce, on Xxxxxxxxx Synergy, scheduled interruptions and their anticipated duration. 5.3.5 Provide the Licensee with reasonable and competent customer service support and assistance to assist the Licensee to use the Licensed Material as contemplated hereby. 5.4 The Publisher discovers reserves the right at any time to withdraw from the Licensed Material any item or part of an item of which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part withdrawn material represents more than 50% of an item. In the individual journal issue (in the case of any such change a journal) or withdrawal of the individual book volume (in the case of a book) in which it appeared, the Publisher shall give written notice to Licensee make a pro rata refund of such withdrawalpart of the Fee, taking into account the amount of material withdrawn and the remaining un- expired portion of the License Agreement Period. 7.3.2 In case 5.5 The Publisher recognises the importance of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, long-term preservation of material published in electronic form and after termination (save for termination in accordance with Clauses 8.2 and 8.4) the Publisher shall send exercise all reasonable endeavours to continue to make available to the Licensee on a written request perpetual access basis the Licensed Material for which the Fee has been paid, subject always to Licensee to change or restrict the terms of use in this License Agreement, and provided that and for so long as the Publisher holds such rights, in one of the following two (2) ways (at the Publisher’s option): (a) on Xxxxxxxxx Synergy; (b) by granting access to a central archiving facility or other third party approved by the Publisher; and provided that the third party may charge the Licensee for such item access. 5.6 The Publisher shall provide online access to COUNTER-compliant (xxxx://xxx.xxxxxxxxxxxxxx.xxx) usage information for the Licensee’s private internal use only, as specified in Clause 7.3.1 Schedule 1 Part E. Such usage information shall be compiled in a manner consistent with any applicable privacy or data protection laws, and the anonymity of individual users and the confidentiality of their searches shall be fully protected. 5.7 The Publisher will not disclose to any third party any information about the Licensee's implementation ’s business, including without limitation the list of Licensed Materials. Change Material or Withdrawal any Licensee usage statistics relating to particular journals or particular articles, without the prior written consent of any item from Licensed Materials to be transferred or already transferred to the Licensee, save where the Licensed Material is owned or part- owned by a third party, for reason of example, a learned society, in which case the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference may disclose such information to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...]said third party. 7.4 5.8 The Publisher undertakes warrants that after the exercise of all reasonable care to the best of its knowledge and belief the Licensed Material contain no virus or other unauthorized or harmful programme, code or routine, and will use its reasonable endeavours to provide ensure that no software commands that will corrupt, delete or to make arrangements for a third party to provide an archive 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. 5.9 If notwithstanding the warranty in Clause 5.8 above, any harmful virus within the Licensed Materials for the purposes of long term preservation of the Licensed Materials, Material and attributable to permit Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this License, the Publisher makes no Representations or warranties of any kindattributable to its software, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances shall the Publisher (or attributable to the Publisher's Representative) be liable related suppliers including without limitation software suppliers, should come to light during 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 Term 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 of effectiveness of other remedies. Regardless of the cause or form of actionAgreement, the Licensee may bring no action arising require the Publisher to exercise all reasonable endeavours to make, or require from this License more than six (6) months after the cause Publisher’s software supplier, such repairs or modifications as may be necessary to remove or correct the said virus from Xxxxxxxxx Synergy, but without obligation to remove or correct the virus on the Secure Network, within thirty [30] days of action arisesreceiving written notice from the Licensee to do the same. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions 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 and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. . It is a condition of this indemnity that the Purchaser complies with clause 8.3 and that Xxxxxx Xxxxxxx Ltd has sole authority over the decision to defend or settle any claim. This indemnity shall survive the termination of this License Licence for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this LicenseLicence. 7.2 The Publisher Shallshall: 7.2.1. 7.2.1 make the Licensed Materials available to the Licensee and Eligible Institutions from the ServerServer via Internet Protocol address validation or by Athens or Shibboleth authentication protocols, as set out in Schedule 1. The Licensee may elect to use proxy servers to access the Licensed Materials remotely through an Authorised Site(s). The Publisher will notify the Licensee at least sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If . 7.2.2 provide the changes render Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.3 use reasonable endeavours to make available the electronic copy of each journal issue in the Licensed Materials less useful in a material respect to not later than the Licensee, day of publication of the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; printed version. 7.2.4 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the predicted usage of the Licensee at a level commensurate with the standards of availability for Web-based information services of similar scope, and to make the Licensed Materials available to the Licensee and Eligible Institutions and the to Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 7.3 Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher discovers shall refund to the Licensee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. Page4 7.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. If the Publisher reasonably considers that such withdrawal constitutes a material change to the Licensed Materials or if in the reasonable judgement of the Purchaser the withdrawal results in the Licensed Materials being no longer useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under clause 10.2.2. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, 7.5 The Publisher shall send a written request to Licensee reserves the right to change the presentation, functionality or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 7.4 The Publisher undertakes to use reasonable endeavours to provide or to make arrangements for a third party to provide an archive user facilities of the Licensed Materials and to make changes in any software or system used to provide access to the Licensed Materials with the objective of improving the performance thereof and improving the experience of Authorised Users in accessing and using the same, at its sole discretion. 7.6 The Publisher shall record and compile COUNTER-compliant usage data on the number of abstracts and of articles downloaded, by journal title, on a monthly basis and facilitate the collection of such data by the Licensee. 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; it shall be used for the purposes of long term preservation Publisher’s and the Licensee’s private internal use only. In the case that the Publisher assigns its rights to a part of the Licensed Materialsmaterials as provided in clause 11.3, and the Licensee may at its discretion require the assignee either to permit Authorised Users keep such usage information confidential or to access such archive after termination of this Licensedestroy it. 7.5 Except as expressly provided in this License, 7.7 While the Publisher makes has no Representations reason to believe that there are any inaccuracies or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of defects in the information contained in the Licensed MaterialsMaterial, merchantability the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of use such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Purchaser or Authorised Users as a particular purpose. The result of their reliance on the Licensed Materials are supplied 'as is'Material. 7.6 Except as provided in clause 7.1, under 7.8 In no circumstances shall will the Publisher (or the Publisher's Representative) be liable to the Licensee or Purchaser for any other personloss resulting from a cause over which the Publisher does not have direct control, including but not limited to Authorised Usersfailure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 7.9 Except as provided for in Clause 7.1, the Publisher will not be liable to the Purchaser in contract or negligence or otherwise for: 7.9.1 any special, exemplaryindirect, incidental incidental, punitive or consequential damages damages; 7.9.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 7.9.3 for any character arising out of increased costs or expenses. 7.10 No party limits its liability for: 7.10.1 death or personal injury to the inability to useextent it results from its negligence, or of its employees or agents in the use of, course of their engagement; and 7.10.2 its own fraud or that of its employees or agents in the Licensed Materials. Irrespective course of the cause or form of action, the their engagement. 7.11 The Publisher's ’s aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee fee paid by Licensee Purchaser to the Publisher under this License. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success of or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher Publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 The Publisher Shallshall: 7.2.1. 7.2.1 make the Licensed Materials available to the Licensee and Eligible Institutions from the ServerServer via the Internet access as specified in Schedule 1. The Publisher will notify the Licensee at least sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect to the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; 10.1.2 and 10.1.4. 7.2.2 provide the Licensee, within 30 days of the date of this License, with information sufficient to enable the Licensee to access the Licensed Material. 7.2.3 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this License. 7.2.4 use reasonable endeavours to make the Licensed Materials available to the Licensee and Eligible Institutions and the Authorised to Authorized Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 7.3 The Publisher discovers reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. 7.3.2 In case . If the withdrawal represents more than ten per cent (10%) of such a change or withdrawalthe Licensed Materials, if Licensed Materials are 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 lifetime, which solely for the purpose of this clause 7.3 is assumed to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...]10 years. 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 Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this License, Collection and analysis of data on the usage of the Licensed Materials will assist both the Publisher makes no Representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose. The Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances shall the Publisher (or the Publisher's Representative) be liable to and the Licensee or any other person, including but not limited to Authorised Users, for any special, exemplary, incidental or consequential damages understand the impact 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. The foregoing limitation Publisher shall facilitate the collection and provision of liability such usage data on the number of chapters, articles or other single items downloaded or printed, by supplying the tools to Licensee to generate statistics on a monthly basis for the Publisher’s and exclusion 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 certain damages individual users and the confidentiality of their searches shall apply regardless of be fully protected. The Publisher undertakes to provide these usage data in a manner compliant to COUNTER directives. In the success of effectiveness of other remedies. Regardless of case that the cause or form of actionPublisher assigns its rights to another party under clause 11.3, the Licensee may bring no action arising from this License more than six at its discretion require the assignee either to keep such usage information confidential or to destroy it. 7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE, THE PUBLISHER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF DESIGN, ACCURACY OF THE INFORMATION CONTAINED IN THE LICENSED MATERIALS, MERCHANTABILITY OR FITNESS OF USE FOR A PARTICULAR PURPOSE. THE LICENSED MATERIALS ARE SUPPLIED ‘AS IS’. 7.7 EXCEPT AS PROVIDED IN CLAUSE 7.1, UNDER NO CIRCUMSTANCES SHALL THE PUBLISHER BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO AUTHORIZED USERS, FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE INABILITY TO USE, OR THE USE OF, THE LICENSED MATERIALS. IRRESPECTIVE OF THE CAUSE OR FORM OF ACTION, THE PUBLISHER’S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS LICENSE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE PAID BY LICENSEE TO THE PUBLISHER UNDER THIS LICENSE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. REGARDLESS OF THE CAUSE OR FORM OF ACTION, THE LICENSEE MAY BRING NO ACTION ARISING FROM THIS LICENSE MORE THAN SIX (6) months after the cause of action arisesMONTHS AFTER THE CAUSE OF ACTION ARISES. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 The publisher warrants to the Licensee and Eligible Institutions that the Licensed Materials used as contemplated by this License do not infringe the copyright or any other proprietary or intellectual property rights of any person9.1.1. The Publisher shall indemnify and hold the Licensee and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. This indemnity shall survive the termination of this License for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this License. 7.2 The Publisher Shallshall: 7.2.1. a. make the Licensed Materials Specified Content available to the Licensee and Eligible Institutions from the ServerServer via the 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 advanced of any anticipated specification change applicable to the Licensed Materials. If the changes render the Licensed Materials less useful in a material respect shall not provide Internet to the Licensee; b. provide the Licensee, the Licensee may within thirty (30) days of such notice treat such changes as a breach the date of this License under clause 10.1.1Agreement, with information sufficient to enable the Licensee to access the Specified Content; c. use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Agreement; and d. use reasonable endeavours to make the Licensed Materials Specified Content available to the Licensee and Eligible Institutions and the to Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials Specified Content as soon as possible in the event of an interruption or suspension of access to the serviceSpecified Content. 7.3.1 If 9.1.2. The Publisher discovers reserves the right at any time to withdraw from the Specified Content any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give given written notice to the Licensee of such withdrawal. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, Publisher shall send a written request to Licensee to change or restrict access to such item as specified in Clause 7.3.1 in . If the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason withdrawal represents more than ten per cent (10%) of the Publisher no longer retaining the copyrightbook, is explicitly not permitted. Publisher shall specify the reason for each requested change journal or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out other publication in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 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 Authorised Users to access such archive after termination of this License. 7.5 Except as expressly provided in this Licensewhich it appeared, the Publisher makes no Representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy shall refund to the Licensee that part of the information contained Fees that is in proportion to the Licensed Materials, merchantability or fitness amount of use material withdrawn for a particular purposethe remaining un-expired term of this Agreement. 9.1.3. 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 Licensed Materials are supplied 'as is' 7.6 Except as provided in clause 7.1, under no circumstances Publisher shall the Publisher (or the Publisher's Representative) be liable provide to the Licensee or any other personfacilitate the collection and provision to the Licensee and the Publisher by the Licensee of such usage date on the number of articles downloaded, including but not limited to Authorised Usersby journal title, on a quarterly basis for any special, exemplary, incidental or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Materials. Irrespective of the cause or form of action, the Publisher's aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed ’s and 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 of effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arisesLicensee’s private internal use only. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.

PUBLISHER’S UNDERTAKINGS. 7.1 5.1 The publisher Publisher warrants to the Licensee and Eligible Institutions 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 and Eligible Institutions harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee and Eligible Institutions claiming actual or alleged infringement of such rights. It is a condition of this indemnity that the Licensee complies with clause 6.3 and that Xxxxxx Xxxxxxx Ltd has sole authority over the decision to defend or settle any claim. This indemnity shall survive the termination of this License Licence for any reason. This indemnity shall not apply if the Licensee or Eligible Institutions has amended the Licensed Materials in any way not permitted by this LicenseLicence. 7.2 5.2 The Publisher Shallshall: 7.2.1. 5.2.1 make the Licensed Materials available to the Licensee and Eligible Institutions from the ServerServer via the access protocols set out in Schedule 1. The Publisher will notify the Licensee at least sixty (60) days in advanced advance of any anticipated specification change applicable to the Licensed Materials. If . 5.2.2 provide the changes render Licensee, within 30 days of the date of this Licence, with information sufficient to enable the Licensee to access the Licensed Material. 5.2.3 use reasonable endeavours to make available the electronic copy of each journal issue in the Licensed Materials less useful in a material respect to not later than the Licensee, day of publication of the Licensee may within thirty (30) days of such notice treat such changes as a breach of this License under clause 10.1.1; printed version. 5.2.4 use reasonable endeavours to ensure that the Server has adequate capacity and bandwidth to support the predicted usage of the Licensee at a level commensurate with the standards of availability for Web-based information services of similar scope, and to make the Licensed Materials available to the Licensee and Eligible Institutions and the to Authorised Users at all times and on a twenty-four (24) hour basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible), and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service. 7.3.1 If 5.3 Where the Licensed Materials shall not be available to the Licensee for more than thirty (30) consecutive days, the Publisher discovers shall refund to the Licensee that proportion of one-tenth of the Fee a proportion of the Fee prorated to the period of such unavailability within the Subscription Period to which the Fee relates. 5.4 The Publisher reserves the right at any time to withdraw from the Licensed Materials any item or part of an item of for which it no longer retains the Licensed Materials right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Licensed Materials. If this is not possible, Publisher reserves the right at any time to withdraw from Licensed Materials on its server any such item or part of an item. In the case of any such change or withdrawal The Publisher shall give written notice to the Licensee of such withdrawal. If the Publisher reasonably considers that such withdrawal constitutes a material change to the Licensed Materials or if in the reasonable judgement of the Licensee the withdrawal results in the Licensed Materials being no longer useful to the Licensee, the Licensee may within thirty days of such notice treat such changes as a breach of this License under clause 8.2.2. 7.3.2 In case of such a change or withdrawal, if Licensed Materials are to be transferred or are already transferred to Licensee, 5.5 The Publisher shall send a written request to Licensee reserves the right to change the presentation, functionality or restrict access to such item as specified in Clause 7.3.1 in the Licensee's implementation of Licensed Materials. Change or Withdrawal of any item from Licensed Materials to be transferred or already transferred to Licensee, for reason of the Publisher no longer retaining the copyright, is explicitly not permitted. Publisher shall specify the reason for each requested change or restriction of access. Within that request, Publisher shall give notice by reference to this clause of the agreement and Licensee shall implement such request only to restrict access as soon as reasonably practical. Publisher shall inform Licensee as soon as the reasonable grounds set out in Clause 7.3.1 do not persist. In that case, Licensee may lift restriction of access and restore the material. [...] 7.4 The Publisher undertakes to use reasonable endeavours to provide or to make arrangements for a third party to provide an archive user facilities of the Licensed Materials and to make changes in any software or system used to provide access to the Licensed Materials with the objective of improving the performance thereof and improving the experience of Authorised Users in accessing and using the same, at its sole discretion. 5.6 The Publisher shall record and compile content usage data on a monthly basis and facilitate the collection of such data by the Licensee. 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; it shall be used for the purposes of long term preservation Publisher’s and the Licensee’s private internal use only. In the case that the Publisher assigns its rights to a part of the Licensed Materialsmaterials as provided in clause 9.3, and the Licensee may at its discretion require the assignee either to permit Authorised Users keep such usage information confidential or to access such archive after termination of this Licensedestroy it. 7.5 Except as expressly provided in this License, 5.7 While the Publisher makes has no Representations reason to believe that there are any inaccuracies or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of defects in the information contained in the Licensed MaterialsMaterial, merchantability the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material including (without limitation) the fitness of use such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Licensee or Authorised Users as a particular purpose. The result of their reliance on the Licensed Materials are supplied 'as is'Material. 7.6 Except as provided in clause 7.1, under 5.8 In no circumstances shall will the Publisher (or the Publisher's Representative) be liable to the Licensee or for any other personloss resulting from a cause over which the Publisher does not have direct control, including but not limited to Authorised Usersfailure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 5.9 Except as provided for in Clause 6.1, the Publisher will not be liable to the Licensee in contract or negligence or otherwise for: 5.9.1 any special, exemplaryindirect, incidental incidental, punitive or consequential damages damages; 5.9.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 5.9.3 for any character arising out of increased costs or expenses. 5.10 No party limits its liability for: 5.10.1 death or personal injury to the inability to useextent it results from its negligence, or of its employees or agents in the use of, course of their engagement; and 5.10.2 its own fraud or that of its employees or agents in the Licensed Materials. Irrespective course of the cause or form of action, the their engagement. 5.11 The Publisher's ’s aggregate liability for any claims, losses, or damages arising out of any breach of this License shall in no circumstances exceed the Fee fee paid by Licensee to the Publisher under this License. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success of or effectiveness of other remedies. Regardless of the cause or form of action, the Licensee may bring no action arising from this License more than six (6) months after the cause of action arises. 7.7 The Publisher shall provide a website for Licensee and Eligible Institutions to run usage reports.