Common use of PUBLISHER’S UNDERTAKINGS Clause in Contracts

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s use of the Licensed Materials within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials in any way not permitted by this Licence Agreement. 5.2 The Publisher shall 5.2.1 Make the Licensed Materials available to the Licensee and to Authorised Users from the Publisher‟s server in the media, format and time schedule specified in Schedule 1 5.2.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore 5.2.3 Provide the Licensee, according to the schedule set forth in Schedule 1, with information sufficient to enable access to the Licensed Materials. 5.3 The Publisher shall use all reasonable endeavours to: 5.3.1 Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below], save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5] 3.2 Ensure that its server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Licence Agreement] 3.3 In the event of unscheduled interruption of access to the Licensed Materials restore the Licensee‟s access to the Licensed Materials within [two (2)] hours] 3.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall restrict such interruptions to less than three (3) per year.] [The schedule for regular maintenance shall be as set out in Schedule 5] 3.5 Announce any changes concerning the specification or configuration of the Licensed Materials at least three (3) months in advance [and ensure that such changes are fully compatible with the Licensee‟s existing systems architecture]]

Appears in 1 contract

Samples: Licensing Agreement

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PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability liability, or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s Licensee’s use of the Licensed Materials Material within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials Material in any way not permitted by this Licence Agreement. 5.2 The Licensee shall indemnify and hold the Publisher harmless from and against any direct loss, damage, cost, liability, or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Publisher if the Publisher’s Licensed Material has been modified by the Licensee in any way not permitted by this Licence Agreement. 5.3 The Publisher shall: 5.2.1 5.3.1 Make the Licensed Materials Material available to the Licensee and to Authorised Authorized Users from the Publisher‟s Publisher’s server in the media, format and time schedule specified in Schedule 1. 5.2.2 5.3.2 Make available to the Licensee the electronic version of each journal covered by this Licence License Agreement, not later than the start of the Publisher’s business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that If 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 reasons, therefore. 5.2.3 5.3.3 Make available to the Licensee any published updates or new versions of the Licensed Material. 5.3.4 Provide the Licensee, according to the schedule set forth in Schedule 1, with information sufficient to enable access to the Licensed MaterialsMaterial. 5.3 5.3.5 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. 5.4 The Publisher shall use all reasonable endeavours endeavors to: 5.3.1 5.4.1 Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four four-hour basis][commensurate with the standards of availability set out in clause 5.3.2 below]basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5]). 3.2 5.4.2 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 Licence Agreement]. 3.3 5.4.3 In the event of unscheduled interruption of access to the Licensed Materials data, make best efforts to restore the Licensee‟s Licensee’s access to the Licensed Materials data within [two (2)] ) hours]. 3.4 5.4.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall make best efforts to restrict such interruptions to less than three (3) per year.] [The schedule for regular maintenance shall be as set out in Schedule 5] 3.5 5.4.5 Announce any changes concerning the specification or configuration of the Licensed Materials at least three (3) months in advance [and ensure that advance. If such changes are not fully compatible with the Licensee‟s Licensee’s existing systems architecture]], the Licensee may immediately terminate this Licence Agreement without additional liability to the Publisher. In such circumstances, the Publisher shall repay to the Licensee any unearned fees paid in respect of the period after the date of such termination. 5.4.6 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 Authorised Users between 9 a.m. and 5 p.m. ET. 5.5 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 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 un-expired portion of the Licence Agreement Period. 5.6 The Publisher warrants that after the exercise of all reasonable care to the best of its knowledge and belief the Licensed Materials 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. 5.7 If the Licensee is accessing the Publisher’s server and system under this Licence Agreement, the Publisher warrants that such system will perform consistently with the written specifications or descriptions of such system. 5.8 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. 5.9 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 Licence 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. 5.10 The Publisher warrants that it is permitted to deliver the Licensed Material and that the Licensed Material it delivers is complete.

Appears in 1 contract

Samples: License Agreement

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s use of the Licensed Materials within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials in any way not permitted by this Licence Agreement.shall: 5.2 The Publisher shall 5.2.1 5.1.1 Make the Licensed Materials Material available to the Licensee and to Authorised Authorized Users from the Publisher‟s Publisher’s server in the media, format and time schedule specified in Schedule 1. 5.2.2 5.1.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of business hours on the day of [within … days of][reasonably promptly after] publication any published updates or new versions 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 thereforeLi- censed Material. 5.2.3 5.1.3 Provide the Licensee, according to the schedule set forth in Schedule 1, with information infor- mation sufficient to enable access to the Licensed MaterialsMaterial. 5.3 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 to: 5.3.1 5.2.1 Make the Licensed Materials available to the Licensee and to Authorised Authorized Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below]basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5]). 3.2 5.2.2 Ensure that its server has adequate capacity and bandwidth to support the commer- cially 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 Licence License Agreement]. 3.3 5.2.3 In the event of unscheduled interruption of access to data, make best efforts to re- store the Licensed Materials restore the Licensee‟s Licensee’s access to the Licensed Materials data within [two (2)] ) hours]. 3.4 5.2.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall make best 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 includ- ing operating a help desk for all Authorized Users between 9 a.m. and 5 p.m. ET. 5.3 The schedule for regular maintenance 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 grounds to believe infringes copyright or is defamatory, obscene, un- lawful or otherwise objectionable. The Publisher shall be as set out give written notice to the Li- censee of such withdrawal. If the withdrawn material represents more than 10% of the individual journal issue in Schedule 5]which it appeared, the Publisher shall make a pro rata re- fund of part of the Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of the License Agreement Period. 3.5 Announce any changes concerning 5.4 The Publisher warrants that after the specification or configuration exercise of all reasonable care to the best of its knowledge and belief the Licensed Materials at least three (3) months in advance [contain no virus or other unauthorized or harmful program, code or routine, and will use its best endeavours 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 changes are fully compatible system will perform consistently with the Licensee‟s existing systems architecture]]written specifications or descriptions of such system. 5.6 If the Licensee is accessing the Publisher’s server and system, and if the Publisher uti- lizes 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 at- tributable to the Publisher's related suppliers including without limitation software suppliers, should come to light during the Term of this License Agreement, the Licen- see 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 cor- rect the said virus within 30 days of receiving written notice from the Licen- see 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.

Appears in 1 contract

Samples: License Agreement

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s Licensee’s use of the Licensed Materials within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials in any way not permitted by this Licence Agreement. 5.2 The Publisher shall 5.2.1 Make the Licensed Materials available to the Licensee and to Authorised Users from the Publisher‟s Publisher’s server in the media, format and time schedule specified in Schedule 1 5.2.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore 5.2.3 Provide the Licensee, according to the schedule set forth in Schedule 1, with information sufficient to enable access to the Licensed Materials. 5.3 The Publisher shall use all reasonable endeavours to: 5.3.1 : Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below], save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5] 3.2 Ensure that its server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the term of this Licence Agreement] 3.3 In the event of unscheduled interruption of access to the Licensed Materials restore the Licensee‟s Licensee’s access to the Licensed Materials within [two (2)] hours] 3.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall restrict such interruptions to less than three (3) per year.] [The schedule for regular maintenance shall be as set out in Schedule 5] 3.5 Announce any changes concerning the specification or configuration of the Licensed Materials at least three (3) months in advance [and ensure that such changes are fully compatible with the Licensee‟s Licensee’s existing systems architecture]]

Appears in 1 contract

Samples: Licensing Agreement

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PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional profes- sional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s Licensee’s use of the Licensed Materials Material within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials Material in any way not permitted by this Licence Agree- ment. 5.2 The Licensee shall indemnify and hold the Publisher harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and profes- sional fees) arising out of any legal action taken against the Publisher if the Publish- er’s Licensed Material has been modified by the Licensee in any way not permitted by this Licence Agreement. 5.2 5.3 The Publisher shall: 5.2.1 5.3.1 Make the Licensed Materials Material available to the Licensee and to Authorised Users from the Publisher‟s Publisher’s server in the media, format and time schedule specified in Schedule 1. 5.2.2 5.3.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of the Publisher’s business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore. 5.2.3 5.3.3 Make available to the Licensee any published updates or new versions of the Li- censed Material. 5.3.4 Provide the Licensee, according to the schedule set forth in Schedule 1, with information infor- mation sufficient to enable access to the Licensed MaterialsMaterial. 5.3 5.3.5 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 Authorised User. 5.4 The Publisher shall use all reasonable endeavours to: 5.3.1 5.4.1 Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below]basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5]). 3.2 5.4.2 Ensure that its server has adequate capacity and bandwidth to support the commer- cially 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 Licence Agreement]. 3.3 5.4.3 In the event of unscheduled interruption of access to data, make best efforts to re- store the Licensed Materials restore the Licensee‟s Licensee’s access to the Licensed Materials data within [two (2)] ) hours]. 3.4 5.4.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall make best efforts to restrict such interruptions to less than three (3) per year.] [The schedule for regular maintenance shall be as set out in Schedule 5] 3.5 5.4.5 Announce any changes concerning the specification or configuration of the Licensed Materials at least three (3) months in advance [and ensure that advance. If such changes are not fully compatible compat- ible with the Licensee‟s Licensee’s existing systems architecture]], the Licensee may immediate- ly terminate this Licence Agreement without additional liability to the Publisher. In such circumstances, the Publisher shall repay to the Licensee any unearned fees paid in respect of the period after the date of such termination. 5.4.6 Provide the Licensee with adequate and competent technical support and assistance to enable the Licensee to use the Licensed Material as contemplated hereby includ- ing operating a help desk for all Authorised Users between 9 a.m. and 5 p.m. ET. 5.5 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 grounds to believe infringes copyright or is defamatory, obscene, un- lawful or otherwise objectionable. The Publisher shall give written notice to the Li- censee 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, taking into account the amount of material withdrawn and the remaining un-expired portion of the Licence Agreement Period. 5.6 The Publisher warrants that after the exercise of all reasonable care to the best of its knowledge and belief the Licensed Materials contain no virus or other unauthorised or harmful program, code or routine, and will use its best endeavours 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 Licence Agreement. 5.7 If the Licensee is accessing the Publisher’s server and system under this Licence Agreement, the Publisher warrants that such system will perform consistently with the written specifications or descriptions of such system. 5.8 If the Licensee is accessing the Publisher’s server and system, and if the Publisher uti- lizes 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. 5.9 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 at- tributable to the Publisher's related suppliers including without limitation software suppliers, should come to light during the Term of this Licence Agreement, the Licen- see 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 cor- rect the said virus within 30 days of receiving written notice from the Licen- see to do the same, or (b) to terminate this Licence Agreement under the terms of clause 8 below. 5.10 The Publisher warrants that it is permitted to deliver the Licensed Material and that the Licensed Material it delivers is complete.

Appears in 1 contract

Samples: Licensing Agreement

PUBLISHER’S UNDERTAKINGS. 5.1 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional profes- sional fees) arising out of any legal action taken against the Licensee claiming that the Licensee‟s Licensee’s use of the Licensed Materials Material within the terms permitted in this Licence Agreement infringes any copyright or other proprietary or intellectual property rights of any natural or legal person. This indemnity shall survive the termination of this Licence Agreement for any reason. This indemnity shall not apply if the Licensee has modified the Licensed Materials Material in any way not permitted by this Licence Agree- ment. 5.2 The Licensee shall indemnify and hold the Publisher harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and profes- sional fees) arising out of any legal action taken against the Publisher if the Publish- er’s Licensed Material has been modified by the Licensee in any way not permitted by this Licence Agreement. 5.2 5.3 The Publisher shall: 5.2.1 5.3.1 Make the Licensed Materials Material available to the Licensee and to Authorised Users from the Publisher‟s Publisher’s server in the media, format and time schedule specified in Schedule 1. 5.2.2 5.3.2 Make available to the Licensee the electronic version of each journal covered by this Licence Agreement, not later than the start of the Publisher’s business hours on the day of [within … days of][reasonably promptly after] publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore. 5.2.3 5.3.3 Make available to the Licensee any published updates or new versions of the Li- censed Material. 5.3.4 Provide the Licensee, according to the schedule set forth in Schedule 1, with information infor- mation sufficient to enable access to the Licensed MaterialsMaterial. 5.3 5.3.5 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 Authorised User. 5.4 The Publisher shall use all reasonable endeavours to: 5.3.1 5.4.1 Make the Licensed Materials available to the Licensee and to Authorised Users [at all times and on a twenty-four hour basis][commensurate with the standards of availability set out in clause 5.3.2 below]basis, save for routine maintenance (which shall be notified to the Licensee in advance wherever possible) the current schedule for which is identified in Schedule 5]). 3.2 5.4.2 Ensure that its server has adequate capacity and bandwidth to support the commer- cially 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 Licence Agreement]. 3.3 5.4.3 In the event of unscheduled interruption of access to data, make best efforts to re- store the Licensed Materials restore the Licensee‟s Licensee’s access to the Licensed Materials data within [two (2)] ) hours]. 3.4 5.4.4 Inform the Licensee of scheduled interruptions and their duration [fourteen (14) days in advance]. [The Publisher shall make best efforts to restrict such interruptions to less than three (3) per year.] [The schedule for regular maintenance shall be as set out in Schedule 5] 3.5 5.4.5 Announce any changes concerning the specification or configuration of the Licensed Materials at least three (3) months in advance [and ensure that advance. If such changes are not fully compatible compat- ible with the Licensee‟s Licensee’s existing systems architecture]], the Licensee may immediate- ly terminate this Licence Agreement without additional liability to the Publisher. In such circumstances, the Publisher shall repay to the Licensee any unearned fees paid in respect of the period after the date of such termination. 5.4.6 Provide the Licensee with adequate and competent technical support and assistance to enable the Licensee to use the Licensed Material as contemplated hereby includ- ing operating a help desk for all Authorised Users between 9 a.m. and 5 p.m. ET. 5.5 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 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, tak- ing into account the amount of material withdrawn and the remaining un-expired portion of the Licence Agreement Period. 5.6 The Publisher warrants that after the exercise of all reasonable care to the best of its knowledge and belief the Licensed Materials contain no virus or other unauthorised or harmful program, code or routine, and will use its best endeavours 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 Licence Agreement. 5.7 If the Licensee is accessing the Publisher’s server and system under this Licence Agreement, the Publisher warrants that such system will perform consistently with the written specifications or descriptions of such system. 5.8 If the Licensee is accessing the Publisher’s server and system, and if the Publisher uti- lizes 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. 5.9 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 at- tributable to the Publisher's related suppliers including without limitation software suppliers, should come to light during the Term of this Licence Agreement, the Licen- see 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 cor- rect the said virus within 30 days of receiving written notice from the Licen- see to do the same, or (b) to terminate this Licence Agreement under the terms of clause 8 below. 5.10 The Publisher warrants that it is permitted to deliver the Licensed Material and that the Licensed Material it delivers is complete.

Appears in 1 contract

Samples: License Agreement

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