Common use of THE LICENSOR'S UNDERTAKINGS Clause in Contracts

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant to the Licensee and the Member Institutions that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours in any given calendar month. In the event that the total downtime exceeds this amount, the Licensor will make appropriate restitution, such as providing a special discount equivalent to the amount of the excessive downtime to the product on the next renewal or extending the license term. The Licensor shall make available updates of the MARC records on a quarterly basis. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes any type of digital rights management technology to control the access to usage of Licensed Materials (with the exception of the customizing of the features by Authorized Users), Licensor agrees to notify Licensee of the name, contact information and any technical specifications for the digital rights management technology utilized. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Notice of the Use of Digital Watermarking Technology. If Licensor utilizes any type of digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking technology is used, Licensor agrees to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability of the Licensed Materials will change from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as location, the bandwidth available through and/or speed of the Internet connection. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other content. The Licensor will make best efforts to notify Licensee of significant changes to the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts to ensure that access is restricted to Authorized Users, and that Authorized Users are made aware of, and comply with, the terms and conditions of this Agreement.

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant to the Licensee and the Member Institutions that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours in any given calendar month. In the event that the total downtime exceeds this amount, the Licensor will make appropriate restitution, such as providing a special discount equivalent to the amount of the excessive downtime to the product on the next renewal or extending the license term. The Licensor shall make available updates of the MARC records on a quarterly basis. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes any type of digital rights management technology to control the access to usage of Licensed Materials (with the exception of the customizing of the features by Authorized Users), Licensor agrees to notify Licensee of the name, contact information and any technical specifications for the digital rights management technology utilized. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Notice of the Use of Digital Watermarking Technology. If Licensor utilizes any type of digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking technology is used, Licensor agrees to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability of the Licensed Materials will change from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as location, the bandwidth available through and/or speed of the Internet connection. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other content. The Licensor will make best efforts to notify Licensee of significant changes to the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts to ensure that access is restricted to Authorized Users, and that Authorized Users are made aware of, and comply with, the terms and conditions of this Agreement.

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant shall: Warrant to the Licensee and the Member Institutions that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours one full day in any given calendar month. In the event that the total downtime exceeds this amount, the Licensor will make appropriate restitution, such as providing a special discount equivalent to the amount of the excessive downtime to the product on the next renewal or renewal, extending the license term, or providing a refund. The Licensor shall make available updates Give prompt notice to the Licensee and the Member Institutions of any additions, modifications to, or deletions of the MARC records on Licensed Material. Failure by the Licensor to provide such reasonable notice shall be grounds for immediate termination of the Agreement by the Licensee and the Member Institutions. If any modifications render the Licensed Materials less useful to the Member Institutions, the Licensee and the Member Institutions may treat such modifications as a quarterly basismaterial breach under sections 7.2 and 7.3 of this Agreement. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes any type of digital rights management technology to control the access to usage of Licensed Materials (with the exception of the customizing of the features by Authorized Users)Materials, Licensor agrees to notify Licensee of the name, contact information and any technical specifications for the digital rights management technology utilized. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Notice of the Use of Digital Watermarking Technology. If Licensor utilizes any type of digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking technology is used, Licensor agrees to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability of the Licensed Materials will change from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as location, the bandwidth available through and/or speed of the Internet connection. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other content. The Licensor will make best efforts to notify Licensee of significant changes to the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts to ensure that access is restricted to Authorized Users, and that Authorized Users are made aware of, and comply with, the terms and conditions of this Agreement.

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant shall: Warrant to the Licensee and the Member Institutions that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours one full day in any given calendar month. In the event that the total downtime exceeds this amount, the Licensor will make appropriate restitution, such as providing a special discount equivalent to the amount of the excessive downtime to the product on the next renewal or renewal, extending the license term, or providing a refund. The Licensor Be permitted to may amend, enhance, add to, withdraw, or otherwise change Licensed Materials and feature functionality within the portal without notice. Such modifications shall make available updates of be effective immediately. Licensee shall have the MARC records on right to terminate this Agreement if any such change to the Licensed Materials results in a quarterly basismaterial decrease in functionality. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes any type of digital rights management technology to control the access to usage of Licensed Materials (with the exception of the customizing of the features by Authorized Users)Materials, Licensor agrees to notify Licensee of the name, contact information and any technical specifications for the digital rights management technology utilized. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Notice of the Use of Digital Watermarking Technology. If Licensor utilizes any type of digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking technology is used, Licensor agrees to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability of the Licensed Materials will change from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as location, the bandwidth available through and/or speed of the Internet connection. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other content. The Licensor will make best efforts to notify Licensee of significant changes to the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts to ensure that access is restricted to Authorized Users, and that Authorized Users are made aware of, and comply with, the terms and conditions of this Agreement.

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant shall: Warrant to the Licensee and the Member Institutions that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours one full day in any given calendar month. In the event that the total downtime exceeds this amount, the Licensor will make appropriate restitution, such as providing a special discount equivalent to the amount of the excessive downtime to the product on the next renewal or renewal, extending the license term, or providing a refund. The Licensor shall make available updates Give prompt notice to the Licensee and the Member Institutions of any additions, modifications to, or deletions of the MARC records on Licensed Material. Failure by the Licensor to provide such reasonable notice shall be grounds for immediate termination of the Agreement by the Licensee and the Member Institutions. If any modifications render the Licensed Materials less useful to the Member Institutions, the Licensee and the Member Institutions may treat such modifications as a quarterly basismaterial breach under sections 7.2 and 7.3 of this Agreement. Licensor agrees to provide Licensee and Member Institutions with information pertaining to any subsequent modifications to the Licensed Materials within a period of ten (10) working days. Notice of the Use of Digital Rights Management Technology. In the event that Licensor utilizes any type of digital rights management technology to control the access to usage of Licensed Materials (with the exception of the customizing of the features by Authorized Users)Materials, Licensor agrees to notify Licensee and Member Institutions of the name, contact information and any technical specifications for the digital rights management technology utilized. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Any Digital Rights Management Technology shall be applied in compliance with this Agreement and applicable privacy and data protection laws. Notice of the Use of Digital Watermarking Technology. If Licensor utilizes any type of digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking technology is used, Licensor agrees to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability Usage Data. Licensor shall collect Usage Data according to the most recent release of the Licensed Materials will change Project COUNTER Code of Practice and specify such reporting in Schedule X. Such Usage Data shall be compiled in a manner consistent with applicable privacy and data protection laws and as may be agreed between the parties from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device the anonymity of individual users and the confidentiality of their searches shall be fully protected. In the case that the Licensor assigns its rights to device, and may be affected by a variety of factors, such as locationanother party under clause 9.5 [Assignment], the bandwidth available through and/or speed of Licensee may at its discretion require the Internet connectionassignee either to keep such usage information confidential or to destroy it. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes shall disclose to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other content. The Licensor will make best efforts to notify Licensee of significant changes to the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts such Usage Data relating to ensure the Licensee or Member Institution as requested, provided that access is restricted to Authorized Usersthe disclosure of such data fully protects the anonymity of individual users and the confidentiality of their searches, and that is not contrary to applicable privacy laws. Licensee and Member Institutions are permitted to share Usage Data. The Licensor shall not disclose or sell to other parties Usage Data about the Licensee, Member Institutions, or Authorized Users are made aware of, without the Licensee’s and comply with, the terms and conditions of this AgreementMember Institutions’ permission.

THE LICENSOR'S UNDERTAKINGS. The Licensor shall warrant shall: Warrant to the Licensee and the Member Institutions that it shall use commercially reasonable efforts to ensure that the total downtime directly attributable to the Server supporting the Licensed Materials will amount to less than the equivalent of 24 hours one full day in any given calendar month. In the event that the total downtime exceeds this amount, as Licensee’s and the Member Institutions’ sole remedy, the Licensor will make appropriate restitution, such as providing a special discount equivalent extend the license term for an amount equal to the amount of that the excessive downtime attributable to the product on Server supporting the next renewal or extending Licensed Material is in excess of one full day. not delete any the license termLicensed Material. The Licensor shall make available updates of Any new additions to the MARC records on Licensed Material must be specifically subscribed to by a quarterly basisMember Institution via the following link: xxxx://xxxxxxxx.xxx.xx/xxxxxxxxx.xxx.xx~availableupdates~web/UpdateServices.action. Notice of the Use of Digital Rights Management Technology. In the event Licensor hereby notify each Licensee that Licensor utilizes any type of it uses digital rights management technology to control the access to usage of the Licensed Materials (in accordance with the exception of the customizing of the features by Authorized Users), Licensor agrees to notify Licensee of the name, contact information and any technical specifications for the digital rights management technology utilizedExhibit 1 under “DRM”. In no event may such Digital Rights Management Technology be used in such a way as to limit the permitted usage rights of a Licensee, Member Institutions or any Authorized User as specified in this Agreement or under applicable law. Notice of the Use of Digital Watermarking Technology. If Technology Licensor utilizes any type of hereby notifies Licensee that digital watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not be visible to the human eye and will not degrade image quality. These watermarks shall not contain information pertaining to Member Institutions or Authorized Users such as account numbers or IP addresses. If digital watermarking water technology is used, Licensor agrees applied to notify the Licensee, in advance, of the name, contact information, and any technical specifications for the technology used. The availability of the Licensed Materials will change from time to time. The quality of the display of the streaming Licensed Materials may vary from computer to computer, and device to device, and may be affected by a variety of factors, such as location, the bandwidth available through and/or speed of the Internet connection. Member Institutions are responsible for all Internet access charges. The Licensed Materials are provided as is. The Licensor may, in its sole discretion, make changes to the Licensed Materials, including but not limited to modifying, adding and/or removing films or other contentaccordance with Exhibit 1 under “CSA Watermarking”. The Licensor will make best efforts provide training to notify Licensee of significant changes to library administrators at the Licensed Materials. THE LICENSE AND MEMBER INSTITUTIONS UNDERTAKINGS The Licensee and each Member Institution shall: Use reasonable efforts to ensure that access is restricted to Institutions only (but not other individual Authorized Users) and will assist such library administrators with using the user interface, and that Authorized Users are made aware of, and comply with, the terms and conditions including creating links to individual standards or parts of this Agreementstandards.