Common use of REPRESENTATION, WARRANTIES AND INDEMNITIES Clause in Contracts

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 15.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.215.2; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 15.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 15.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.215.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 6.4 (Withdrawing Material) or Clause 18.2 15.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 15.1 or 18.215.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 33.1.3 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.233.1.3; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 13.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 13.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.233.1.3, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 12 (Withdrawing Material) or Clause 18.2 33.1.3 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 33 or 18.233.1.3, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 14.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.214.2; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 14.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 14.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.214.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 14.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 14.1 or 18.214.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 26.1.3 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.226.1.3; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 14.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 14.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.226.1.3, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 13 (Withdrawing Material) or Clause 18.2 26.1.3 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 26 or 18.226.1.3, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that, to the best of its knowledge and belief: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Authorized Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Authorized Users arising directly out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised Authorized User in accordance with this Licence License infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 14.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence defense and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.214.2; and give the Publisher all reasonable assistance with the defence defense and settlement of such claim. The indemnity in Clause 18.2 14.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised Authorized User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material Material, the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material Material, including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 14.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Authorized Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.214.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 6.5 (Withdrawing Material) or Clause 18.2 14.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this LicenceLicense. Nothing in this Licence License shall make the Institution liable for any act by any Authorised Authorized User which gives rise to a breach of the terms of this LicenceLicense, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 14.1 or 18.214.2, neither the Institution nor any Authorised Authorized User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence License for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or or 18.8 3 for any increased costs or expenses. . 18.9 No party excludes or limits its liability under this Licence for: : 18.9.1 death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or or 18.9.2 its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and give the Publisher all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses Clause 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Nothing in this Licence shall make the Institution theInstitution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that, to the best of its knowledge and belief: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Authorized Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Authorized Users arising directly out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised Authorized User in accordance with this Licence License infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 14.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence defense and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.214.2; and give the Publisher all reasonable assistance with the defence defense and settlement of such claim. The indemnity in Clause 18.2 14.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised Authorized User. While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material Material, the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material Material, including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 14.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Authorized Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.214.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 6.6 or 6.7 (Withdrawing Material) or Clause 18.2 14.2 (Infringement Indemnity)), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this LicenceLicense. Nothing in this Licence License shall make the Institution liable for any act by any Authorised Authorized User which gives rise to a breach of the terms of this LicenceLicense, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 14.1 or 18.214.2, neither the Institution nor any Authorised Authorized User nor the Publisher will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence License for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 17.1 The Publisher warrants to the an Institution that: : 17.1.1 so far as Publisher is aware, all intellectual property rights in the Licensed Material are owned by or are validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 17.1.2 the content of the Licensed Material is not unlawful. unlawful in the United Kingdom. 17.2 The Publisher shall indemnify and hold harmless the Institution (for itself and for the benefit of any Authorised Users) Consortium against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity standard basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users Consortium, arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. .. . 17.3 In relation to any claim made or action brought to which Clause 18.2 17.2 applies, the Institution Consortium shall: : 17.3.1 promptly give the Publisher written notice; ; 17.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided subject to being reasonably satisfied that the Publisher gives will be fully able to indemnify the Institution reasonable security Consortium in respect of any liability the Institution Consortium may have in respect within the scope of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2clause 17.2 above; and and 17.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 17.4 The indemnity in Clause 18.2 17.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the an Institution or any Authorised User. . 17.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 Clause 17.2, the Publisher accepts no liability for loss suffered or incurred by the Consortium, Institution or Authorised Users as a result of their reliance on the Licensed Material. . 17.6 In relation to any claim or action referred to in Clause 18.217.2, or any other claim by a third party of which the Institution Consortium becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution Consortium (and without prejudice to the Institution’s Institutions’ rights under Clause 5.6 5.7 (Withdrawing Material) or Clause 18.2 17.2 (Infringement Indemnity)), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 17.7 Nothing in this Licence shall make the Institution Consortium liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that neither the Consortium nor the applicable Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 17.8 Except as provided for in Clause 18.1 17.1 or 18.217.2, neither the Institution nor any Authorised User Consortium nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 17.8.1 any special, indirect, incidental, punitive or consequential damages; or or 17.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or or 17.8 3 for any increased costs or expenses. . 17.9 No party excludes or limits its liability under this Licence for: : 17.9.1 death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or or 17.9.2 its own fraud or that of its employees or agents in the course of their engagement. 17.10 In no circumstances will the Publisher be liable to the Consortium, Institution or any Authorised Users for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 17.11 To the fullest extent permitted by law, the Publisher and the Consortium limits its liability under this Licence, collectively to the value of the Initial Fee and/or any Renewal Fee paid to the Publisher during the twelve (12) months prior to the time at which the liability arises.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that that, to the best of the Publisher’s knowledge, the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 5.4 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or or 18.8.3 for any increased costs or expenses. . 18.9 No party excludes or limits its liability under this Licence for: : 18.9.1 death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or or 18.9.2 its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 5.5 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.or

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses Clause 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 5.5 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.or

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expensescosts) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. party subject to the Institution adhering to Clause 18.3. 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, this is conditional upon: 18.3.1 the Institution shall: promptly give giving the Publisher written notice; give ; 18.3.2 neither the Institution nor any Authorised User making any admission of liability; 18.3.3 the Institution giving the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives claim; and 18.3.4 the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and give giving the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 5.5 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. 18.7 The Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 18.8 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that it has adhered to its obligations under this Licence and provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.9 In no circumstances will the Publisher be liable to the Institution for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 18.10 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.10.1 any special, indirect, incidental, punitive or consequential damages; or or 18.10.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.or

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.or

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.3 In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: : 18.3.1 promptly give the Publisher written notice; ; 18.3.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2; and and 18.3.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.4 The indemnity in Clause 18.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses Clause 18.2 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.6 In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 18.7 Nothing in this Licence shall make the Institution theInstitution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.8 Except as provided for in Clause 18.1 or 18.2, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.8.1 any special, indirect, incidental, punitive or consequential damages; or or 18.8.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.or

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants 9.1 Licensor represents to the Institution that: all intellectual property rights in Licensee that the Licensed Material and all Intellectual Property Rights therein are owned by by, or validly licensed to the Publisher Licensor, and that the Permitted Use Licensed Material used as contemplated in this Agreement does not infringe any Intellectual Property Rights of any third party. The Licensor hereby indemnifies the Licensee and will hold the Licensee harmless against all damages and liabilities, claims, legal fees and costs incurred by the Licensee in defending any claim by a third party of infringement of Intellectual Property Rights, provided that (1) the use of the Licensed Material will not infringe any intellectual property has been in full compliance with the terms of this Agreement, (2) the Licensee provides the Licensor with prompt notice of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 applies, the Institution shall: promptly give the Publisher written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which threat of a claim, (3) the Institution may be entitled under Clause 18.2; and give the Publisher all reasonable assistance Licensee co-operates full with Licensor in the defence of the claim and (4) Licensor has sole responsibility for the defence or settlement of such claim. The indemnity in Clause 18.2 will not apply to . 9.2 Whilst the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher Licensor has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher Material, it makes no warranty or representation and gives no warranty, express or implied, with regard to the information contained in or in any part the Licensed Material, including, without limitation, the fitness of the Licensed Material including the fitness of such information or part for any purposes whatsoever andpurposes. Furthermore, subject to Clauses 18.2 the Publisher Licensor accepts no liability for loss any losses suffered or incurred by the Institution Licensee or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. . 9.3 Nothing in this Licence Agreement shall make the Institution Licensee liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, Agreement by any Authorised User provided that the Institution Licensee did not cause or knowingly assist cause, assist, or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except it. 9.4 Save as provided for elsewhere in Clause 18.1 this Agreement, or 18.2as required by law, neither the Institution nor any Authorised User Licensor nor the Publisher Licensee will be liable to the each other in contract or negligence or otherwise for: for any special, indirect, incidentalincidental or punitive costs, punitive or for consequential damages; losses, or for loss of direct profits or indirect profitsincrease in costs, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under as a result of this Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagementAgreement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. The Publisher warrants to the Institution that: all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and the content of the Licensed Material is not unlawful. The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Sub-Licence infringes the intellectual property rights of that third party. In relation to any claim made or action brought to which Clause 18.2 13.2 applies, the Institution shall: promptly give the Publisher and Jisc Collections written notice; give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.2Clause13.2; and give the Publisher (and, so far as relevant, Jisc Collections) all reasonable assistance with the defence and settlement of such claim. The indemnity in Clause 18.2 13.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. While the Publisher has and Jisc Collections have no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material neither the Publisher makes no nor Jisc Collections make any representation and gives no or give any warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 Clauses13.2, the Publisher accepts and Jisc Collections accept no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. In relation to any claim or action referred to in Clause 18.2Clause13.2, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution (and without prejudice to the Institution’s rights under Clause 5.6 12 (Withdrawing Material) or Clause 18.2 13.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Sub-Licence. Nothing in this Sub-Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Sub-Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. Except as provided for in Clause 18.1 or 18.213.1 or13.2, neither the Institution nor any Authorised User nor the Publisher nor Jisc Collections will be liable to the other in contract or negligence or otherwise for: any special, indirect, incidental, punitive or consequential damages; or loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or for any increased costs or expenses. No party excludes or limits its liability under this Sub-Licence for: death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or its own fraud or that of its employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 18.1 The Publisher warrants to the Institution that: : 18.1.1 all intellectual property rights in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material will not infringe any intellectual property of any person; and and 18.1.2 the content of the Licensed Material is not unlawful. . 18.2 The Institution warrants to the Publisher that: 18.2.1 the Institution and all Authorised Users shall fully comply with the terms and conditions of this Licence, including but not limited to the restrictions set forth in Clause 4, and shall not use the Licensed Material in a manner that exceeds the Licence provided hereunder; 18.2.2 neither the Institution nor any Authorised Users shall use the Licensed Material for any unlawful purpose; 18.2.3 the Institution has full right, power and authority to enter into this Licence and to perform all of its obligations hereunder. 18.2.4 the person accepting this License on behalf of the Institution has been duly authorized and empowered to execute this License. 18.2.5 the Institution’s entry into and performance of this Licence does not and will not violate any other agreements executed or entered into by or on behalf of the Institution or otherwise violate any rights of any third party. 18.3 The Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Institution or Authorised Users arising out of or in connection with any claim by or action brought by any third party that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Licence infringes the intellectual property rights of that third party. . 18.4 In relation to any claim made or action brought to which Clause 18.2 18.3 applies, the Institution shall: : 18.4.1 promptly give the Publisher written notice; ; 18.4.2 give the Publisher immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or action and any indemnity to which the Institution may be entitled under Clause 18.218.3; and and 18.4.3 give the Publisher all reasonable assistance with the defence and settlement of such claim. . 18.5 The indemnity in Clause 18.2 18.3 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Institution or any Authorised User. . 18.6 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clauses 18.2 Clause 18.3 the Publisher accepts no liability for loss suffered or incurred by the Institution or Authorised Users as a result of their reliance on the Licensed Material. . 18.7 In relation to any claim or action referred to in Clause 18.218.3, or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Institution Institution, (and without prejudice to the Institution’s rights under Clause 5.6 (Withdrawing Material) or Clause 18.2 18.3 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. Under no event will the Publisher be liable to the Institution for any refund or payment based on such a third party claim or the removal of any items from the Licensed Material. 18.8 Nothing in this Licence shall make the Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. . 18.9 Except as provided for in Clause 18.1 or 18.218.3, neither the Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: : 18.9.1 any special, indirect, incidental, punitive or consequential damages; or or 18.9.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or or 18.9.3 for any increased costs or expenses. . 18.10 No party excludes or limits its liability under this Licence for: : 18.10.1 death or personal injury to the extent it results from its negligence, or that of its employees or agents in the course of their engagement; or or 18.10.2 its own fraud or that of its employees or agents in the course of their engagement.