Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and 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. 10.4 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. 10.5 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. 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. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution will continue to make all reasonable efforts to bar non- permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution Licensee that it is entitled to grant the licence license in this Licence License Agreement and that the use of the Licensed Material as contemplated in this Licence License will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution Licensee shall have no liability and the Publisher will indemnify, defend and hold the Institution Licensee harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution Licensee in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the InstitutionLicensee's and Authorised Users use of the Licensed Material, provided that: : (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this LicenceLicense; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution Licensee of any substantial change to the Licensed Material. 10.3 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Institution Licensee or Authorised Users as a result of their reliance on the Licensed Material. 10.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 The Institution Licensee 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. 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 LicenceLicense. 10.6 Nothing in this Licence License shall make the Institution Licensee liable for breach of the terms of this Licence License by any Authorised User provided that the Institution Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution Licensee represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this LicenceLicense, the Institution Licensee will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: : (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and 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. 10.4 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. 10.5 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. 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. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material Materials as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialMaterials, provided that: : (1) the use of the Licensed Material Materials has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material Materials and to make changes in any software used to make the Licensed Material Materials available at their sole discretion. The Publisher will notify the Institution LIBRARY of any substantial change to the Licensed MaterialMaterials. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialMaterials, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material Materials including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialMaterials. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher LIBRARY 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 MaterialMaterials. 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 MaterialMaterials. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 9.6 Nothing in this Sub-Licence shall make the Institution LIBRARY liable for breach of the terms of this Sub-Licence by any Authorised User provided that LIBRARY and the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.7 The Institution represents to LIBRARY and the Publisher that its computer system through which the Licensed Material Materials will be used is configured, and procedures are in place, to prohibit access to the Licensed Material Materials by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed MaterialMaterials; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material AIP Journal Database as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialAIP Journal Database, provided that: : (1) the use of the Licensed Material AIP Journal Database has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material AIP Journal Database and to make changes in any software used to make the Licensed Material AIP Journal Database available at their sole discretion. The Publisher will notify the Institution LIBRARY of any substantial change to the Licensed MaterialAIP Journal Database. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialAIP Journal Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material AIP Journal Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialAIP Journal Database. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher LIBRARY 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 MaterialAIP Journal Database. 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 MaterialAIP Journal Database. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 9.6 Nothing in this Sub-Licence shall make the Institution LIBRARY liable for breach of the terms of this Sub-Licence by any Authorised User provided that LIBRARY and the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.7 The Institution represents to LIBRARY and the Publisher that its computer system through which the Licensed Material AIP Journal Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material AIP Journal Database by any person other than an Authorised User; that it shall inform Authorised Users Institutions about the conditions of use of the Licensed MaterialAIP Journal Database; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Publisher warrants to the Institution that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: : (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and 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. 10.4 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. 10.5 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. 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. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 The Institution represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution will continue to make all reasonable efforts to bar non- permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Publisher Institution represents and warrants that it has sufficient authority and rights to the Institution enter into and perform its obligations under this Agreement. 10.2 LIBRARY represents and warrants that it is entitled to grant the licence Sub-License in this Licence Agreement and that the use of the Licensed Material as contemplated Materials by the Institution and Authorized Users in accordance with the terms of this Licence will Agreement shall not infringe any the copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution foregoing shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use not apply to improper usage of the Licensed MaterialMaterials by the Sub-License or Authorized Users. LIBRARY makes no representation or warranty, provided that: (1) and expressly disclaims any liability with respect to the use content of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and 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. 10.4 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, Materials including but not limited to failure errors or omissions contained therein, libel, infringement of electronic or mechanical equipment or communication linesrights of publicity, telephone or other interconnect problemsprivacy, unauthorised accesstrademark rights, theftmoral rights, or operator errorsthe disclosure of confidential information. 10.5 10.3 The Institution agrees to notify the Publisher PUBLISHER and LIBRARY 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 MaterialMaterials. It is expressly agreed that upon such notification, or if the Publisher PUBLISHER becomes aware of such a claim from other sources, the Publisher PUBLISHER may remove such work(s) from the Licensed MaterialMaterials. Failure At the request of PUBLISHER, the Institution will make all reasonable efforts to report knowledge remove such work(s) from any copies of any actual or threatened claim the Licensed Materials maintained by any third party shall be deemed a material breach of this Licencethe Institution . 10.6 10.4 Nothing in this Licence Agreement shall make the Institution liable for breach of the terms of this Licence Agreement by any Authorised Authorized User provided that the Institution did not cause, knowingly assist assist, condone, or condone fail to take reasonable steps to prevent the continuation of such breach after becoming aware of an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, LIBRARY shall not be liable to the Institution for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Institution as a result of an action brought by a third party. 10.6 PUBLISHER reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Materials and to make changes in any software used to deliver the Licensed Materials at their sole discretion. A notification will be given to the Institution of substantial changes to the Licensed Materials. 10.7 Other than the express warranties stated in this Clause 10, the Licensed Materials are provided on an “as is” basis, and LIBRARY disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. LIBRARY further expressly disclaims any warranty or representation to Authorized Users, or to any third party. LIBRARY accepts no liability for loss suffered or incurred by the Authorized Institution or Authorized Users as a result of their reliance on the Licensed Materials. 10.8 The Institution represents to the Publisher LIBRARY that its computer system through which the Licensed Material Materials will be used is configured, and procedures are in place, to prohibit access to the Licensed Material Materials by any person other than an Authorised Authorized User; that it shall inform Authorised Authorized Users about the conditions of use of the Licensed MaterialMaterials; and that during the term of this LicenceAgreement, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Authorized Users.

Representations Warranties and Indemnification. 10.1 9.1 The Institution represents and warrants that it has sufficient authority and rights to enter into and perform this Sub-Licence. 9.2 The Publisher warrants to the Institution that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material IoP Journal Database used as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred directly by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialIoP Journal Database, provided that: : (1) the use of the Licensed Material IoP Journal Database has been in full compliance with the terms and conditions of this LicenceAgreement; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.3 The Publisher reserves the right to change the contentcontent (including removal of an entire journal on ceasing to have the right to publish), presentation, user facilities or availability of parts of the Licensed Material IoP Journal Database and to make changes in any software used to make the Licensed Material IoP Journal Database available at their its sole discretion. The Publisher will notify the Institution THE LIBRARY of any substantial change to the Licensed MaterialIoP Journal Database. 10.3 9.4 While the Publisher has no reason to believe that there are is not aware of any specific inaccuracies or defects in the information contained in the Licensed MaterialIoP Journal Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material IoP Journal Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by THE LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialIoP Journal Database or for any loss suffered or incurred as a result of pages being omitted from the IoP Journal Database in error. 10.4 9.5 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. 10.5 9.6 The Institution agrees to notify the Publisher and THE LIBRARY immediately and provide full particulars in the event that it becomes aware of any actual actual, suspected or threatened claims by any third party in connection with any works contained in the Licensed MaterialIoP Journal Database 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 MaterialIoP Journal Database. Failure to report knowledge of any actual actual, suspected or threatened claim by any third party shall be deemed a material breach of this Sub-Licence. At the request of the Publisher, the Institution shall make all reasonable efforts to remove such work(s) from any copy of the IoP Journal Database maintained by the Institution. 10.6 9.7 Nothing in this Sub-Licence shall make the Institution liable for breach of the terms of this Sub-Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.8 The Institution represents to THE LIBRARY and the Publisher that its computer system through which the Licensed Material IoP Journal Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material IoP Journal Database by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed MaterialIoP Journal Database; and that during the term of this Sub-Licence, the Institution will shall continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material ACS Database as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialACS Database, provided that: : (1) the use of the Licensed Material ACS Database has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material ACS Database and to make changes in any software used to make the Licensed Material ACS Database available at their sole discretion. The Publisher will notify the Institution LIBRARY of any substantial change to the Licensed MaterialACS Database. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialACS Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material ACS Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialACS Database. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher LIBRARY 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 MaterialACS Database. 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 MaterialACS Database. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 9.6 Nothing in this Sub-Licence shall make the Institution LIBRARY liable for breach of the terms of this Sub-Licence by any Authorised User provided that LIBRARY and the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.7 The Institution represents to LIBRARY and the Publisher that its computer system through which the Licensed Material ACS Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material ACS Database by any person other than an Authorised User; that it shall inform Authorised Users Institutions about the conditions of use of the Licensed MaterialACS Database; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Licensee represents and warrants that it has sufficient authority and rights to enter into and perform its obligations under this Licence. 10.2 The Publisher warrants to the Institution Licensee that it is entitled to grant the licence in this Licence and that the use of the Licensed Material as contemplated in this Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that the Institution Licensee shall have no liability and the Publisher will indemnify, defend and hold the Institution Licensee harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution Licensee in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the InstitutionLicensee's and Authorised Users use of the Licensed Material, provided that: : (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 10.3 Subject to the above, and to the extent as permitted by law, the Publisher shall not be liable to the Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss, other than in respect of the legal costs and expenses incurred in defending claims for breach of third party intellectual property rights. 10.4 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their its sole discretion. The Publisher will notify the Institution Licensee of any substantial change to the Licensed Material. 10.3 10.5 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 any part of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by the Institution Licensee or Authorised Users as a result of their reliance on the Licensed Material. 10.4 10.6 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 10.7 The Institution agrees to Licensee shall 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. 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. 10.6 10.8 Nothing in this Licence shall make the Institution Licensee liable for breach of the terms of this Licence by any Authorised User provided that the Institution Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 10.9 The Institution Licensee represents to the Publisher that its computer system through which the Licensed Material will be used is configured, and procedures are in place, to prohibit access to the Licensed Material by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed Material; and that during the term of this Licence, the Institution Licensee will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution THE LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material SAGE Premier Database as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that THE LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold THE LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialSAGE Premier Database, provided that: : (1) the use of the Licensed Material SAGE Premier Database has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material SAGE Premier Database and to make changes in any software used to make the Licensed Material SAGE Premier Database available at their sole discretion. The Publisher will notify the Institution THE LIBRARY of any substantial change to the Licensed MaterialSAGE Premier Database. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialSAGE Premier Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material SAGE Premier Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by THE LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialSAGE Premier Database. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher THE LIBRARY 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 MaterialSAGE Premier Database. 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 MaterialSAGE Premier Database. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 9.6 Nothing in this Sub-Licence shall make the Institution THE LIBRARY liable for breach of the terms of this Sub-Licence by any Authorised User provided that THE LIBRARY and the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.7 The Institution represents to THE LIBRARY and the Publisher that its computer system through which the Licensed Material SAGE Premier Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material SAGE Premier Database by any person other than an Authorised User; that it shall inform Authorised Authorized Users about the conditions of use of the Licensed MaterialSAGE Premier Database; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution THE LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material MathSciNet Database as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that THE LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold THE LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialMathSciNet Database, provided that: : (1) the use of the Licensed Material MathSciNet Database has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material MathSciNet Database and to make changes in any software used to make the Licensed Material MathSciNet Database available at their sole discretion. The Publisher will notify the Institution THE LIBRARY of any substantial change to the Licensed MaterialMathSciNet Database. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialMathSciNet Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material MathSciNet Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by THE LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialMathSciNet Database. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher THE LIBRARY 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 MaterialMathSciNet Database. 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 MaterialMathSciNet Database. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 Nothing in this Licence shall make the Institution liable for breach of the terms of this Licence by any Authorised User provided that the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.6 The Institution represents to THE LIBRARY and the Publisher that its computer system through which the Licensed Material MathSciNet Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material MathSciNet Database by any person other than an Authorised User; that it shall inform Authorised Authorized Users about the conditions of use of the Licensed MaterialMathSciNet Database; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 9.1 The Publisher warrants to the Institution LIBRARY that it is entitled to grant the licence in this Sub-Licence and that the use of the Licensed Material T&F Online Journal Database as contemplated in this Sub-Licence will not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that LIBRARY and the Institution shall have no liability and the Publisher will indemnify, defend and hold LIBRARY and the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred by the Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed MaterialT&F Online Journal Database, provided that: : (1) the use of the Licensed Material T&F Online Journal Database has been in full compliance with the terms and conditions of this Licence; (2) the Institution Licensee provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution Licensee co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 9.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material T&F Online Journal Database and to make changes in any software used to make the Licensed Material T&F Online Journal Database available at their sole discretion. The Publisher will notify the Institution LIBRARY of any substantial change to the Licensed MaterialT&F Online Journal Database. 10.3 9.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed MaterialT&F Online Journal Database, the Publisher makes no representation and gives no warranty express or implied with regard to the information contained in or any part of the Licensed Material T&F Online Journal Database including (without limitation) the fitness of such information or part for any purposes whatsoever and the Publisher accepts no liability for loss suffered or incurred by LIBRARY, the Institution or Authorised Users as a result of their reliance on the Licensed MaterialT&F Online Journal Database. 10.4 9.4 In no circumstances will the Publisher be liable to the Institution Licensee 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. 10.5 9.5 The Institution agrees to notify the Publisher LIBRARY 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 MaterialT&F Online Journal Database. 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 MaterialT&F Online Journal Database. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 10.6 9.6 Nothing in this Sub-Licence shall make the Institution LIBRARY liable for breach of the terms of this Sub-Licence by any Authorised User provided that LIBRARY and the Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 10.7 9.7 The Institution represents to LIBRARY and the Publisher that its computer system through which the Licensed Material T&F Online Journal Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material T&F Online Journal Database by any person other than an Authorised User; that it shall inform Authorised Users Institutions about the conditions of use of the Licensed MaterialT&F Online Journal Database; and that during the term of this Sub-Licence, the Institution will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.

Representations Warranties and Indemnification. 10.1 The Publisher Sub-Licensee represents and warrants that it has sufficient authority and rights to the Institution enter into and perform its obligations under this Agreement. 10.2 THE LIBRARY represents and warrants that it is entitled to grant the licence Sub-Licence in this Licence Agreement and that the use of the Licensed Material as contemplated Annual Reviews Database by the Sub-Licensee and Authorized Users in accordance with the terms of this Licence will Agreement shall not infringe any the copyright or other proprietary or intellectual property rights of any natural or legal person. The Publisher agrees that foregoing shall not apply to improper usage of the Institution shall have no liability and the Publisher will indemnify, defend and hold the Institution harmless against any and all direct damages, liabilities, claims, causes of action, legal fees and costs incurred Annual Reviews Database by the Institution in defending against any third party claim of intellectual property rights infringements Sub-Licensee or threats of claims thereof with respect of the Institution's and Authorised Users use of the Licensed Material, provided that: (1) the use of the Licensed Material has been in full compliance with the terms and conditions of this Licence; (2) the Institution provides the Publisher with prompt notice of any such claim or threat of claim; (3) the Institution co-operates fully with the Publisher in the defence or settlement of such claim; and (4) the Publisher has sole and complete control over the defence or settlement of such claim. 10.2 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretionAuthorized Users. The Publisher will notify the Institution of any substantial change to the Licensed Material. 10.3 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 THE LIBRARY makes no representation or warranty, and gives no warranty express or implied expressly disclaims any liability with regard respect to the information contained in or any part content of the Licensed Material including (without limitation) the fitness of such information or part for any purposes whatsoever and 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. 10.4 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, Annual Reviews Database including but not limited to failure errors or omissions contained therein, libel, infringement of electronic or mechanical equipment or communication linesrights of publicity, telephone or other interconnect problemsprivacy, unauthorised accesstrademark rights, theftmoral rights, or operator errorsthe disclosure of confidential information. 10.5 10.3 The Institution Sub-Licensee agrees to notify the Publisher PUBLISHER and THE LIBRARY 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 MaterialAnnual Reviews Database. It is expressly agreed that upon such notification, or if the Publisher PUBLISHER becomes aware of such a claim from other sources, the Publisher PUBLISHER may remove such work(s) from the Licensed MaterialAnnual Reviews Database. Failure At the request of PUBLISHER, the Sub-Licensee will make all reasonable efforts to report knowledge remove such work(s) from any copies of any actual or threatened claim the Annual Reviews Database maintained by any third party shall be deemed a material breach of this Licencethe Sub-Licensee. 10.6 10.4 Nothing in this Licence Agreement shall make the Institution Sub-Licensee liable for breach of the terms of this Licence Agreement by any Authorised Authorized User provided that the Institution Sub-Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of a an actual breach having occurred. 10.5 Subject to the above and to the extent permitted by law, THE LIBRARY shall not be liable to the Sub-Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Sub-Licensee as a result of an action brought by a third party. 10.6 PUBLISHER reserves the right to change the content, presentation, user facilities or availability of parts of the Annual Reviews Database and to make changes in any software used to deliver the Annual Reviews Database at their sole discretion. A notification will be given to the Sub-Licensee of substantial changes to the Annual Reviews Database. 10.7 Other than the express warranties stated in this Clause 10, the Annual Reviews Database is provided on an “as is” basis, and THE LIBRARY disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Annual Reviews Database or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. THE LIBRARY further expressly disclaims any warranty or representation to Authorized Users, or to any third party. THE LIBRARY accepts no liability for loss suffered or incurred by the Authorised Institution or Authorised Users as a result of their reliance on the Annual Reviews Database. 10.8 The Institution Sub-Licensee represents to the Publisher THE LIBRARY that its computer system through which the Licensed Material Annual Reviews Database will be used is configured, and procedures are in place, to prohibit access to the Licensed Material Annual Reviews Database by any person other than an Authorised User; that it shall inform Authorised Users about the conditions of use of the Licensed MaterialAnnual Reviews Database; and that during the term of this LicenceAgreement, the Institution Sub-Licensee will continue to make all reasonable efforts to bar non- non-permitted access and to convey appropriate use information to its Authorised Users.