Common use of Licensor’s Responsibilities Clause in Contracts

Licensor’s Responsibilities. Licensor shall, subject to payment of the Purchase Fees: provide each Licensee with Online Access save for scheduled maintenance or upgrade windows; and ensure that the Server has sufficient capacity and rate of connectivity to provide Licensee with a level of service which is commensurate with the current standards in the online information industry sector. Licensor may temporarily suspend Licensee’s Online Access for the purposes of maintenance or upgrades but shall use its commercially reasonable endeavours to notify Licensee of such activities and to minimise the period of suspension or interruption. In relation to any Purchased Product and Journals Shallow Archive made available via Online Access, Licensor reserves the right at any time on notice to Licensee to: make changes or corrections and to alter or update any aspect of the Purchased Product or Journals Shallow Archive; vary the technical specification of the Purchased Product or Journals Shallow Archive or of any software included therein, provided that the Purchased Product and Journals Shallow Archive remains accessible via the internet using a browser without the need for additional software subject to Section 2. For avoidance of doubt, no change in the method of authentication is possible without an amendment to this Agreement; and withdraw the Purchased Product (or any part of a Purchased Product) where it has decided to cease publication of that Purchased Product. For avoidance of doubt, volumes published prior to the withdrawal shall continue to be accessible perpetually. The Licensor shall give written notice to the National Library acting on behalf of the Licensee of such withdrawal 90 days prior to the withdrawal. If the withdrawn material represents more than five percent (5%) of the Purchased Product the Licensor shall make a pro rata refund/reduction of the Purchase Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of this Agreement. Alternatively, if the withdrawal results in the Products being materially less useful to the Licensee, it may within thirty days of such notice treat such changes as a material breach of this Agreement. The provision of a refund (reduction in price) shall discharge Licensor’s liabilities to Licensee in respect of the withdrawn Purchased Product (or part of a Purchased Product). For such period that a Licensee is entitled to Online Access, Licensor agrees to provide the National Library and Licensee with access to usage data and, where available, usage reports detailing the level of use of any Products by Licensee and Authorised Users per month. Any reports made available shall be COUNTER compliant, and such reports and data will not identify individual Authorised User usage but will be provided in respect of the IP address ranges provided further to clause 5.1 of this Section. Licensor will not be able to provide accurate usage data and/or reports if Licensee stores any of the Products on any cache or proxy server, which is discouraged in any event due to the dynamic nature of the Products. The Licensee acknowledges that the Licensor supports assistive software or devices such as large-print interfaces, text-to-speech output, refreshable braille displays, voice-activated input, and/or alternate keyboard or pointer interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.0 AA ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/standards-guidelines/). Licensor shall use best efforts to comply with these standards for content published during the term of this licence. In the event that the Licensor does not meet the standards set forth in by Licensee’s interpretation of WCAG 2.0 AA, the Licensor will work with the Licensee and its staff to address any concerns. If any of the Products does not comply, the Licensor shall adapt the Products in a timely manner and at no cost to Licensee to comply with applicable law.

Licensor’s Responsibilities. 4.1 Licensor shallshall set up and activate Licensee’s Online Access promptly upon receipt of the Fees and receipt of the information to be supplied by the Licensee in accordance with clause 3.1. 4.2 Following activation of Licensee’s account, Licensor shall (subject to payment the other provisions of the Purchase Fees: this clause 4) use reasonable endeavours to: 4.2.1 provide each Licensee with continuing Online Access save for scheduled maintenance throughout the Subscription Period or upgrade windowsas required pursuant to clause 2.1; and and 4.2.2 ensure that the Server has sufficient capacity and rate of connectivity to provide Licensee with a level of service which is commensurate with the current standards in the online information industry sector. . 4.3 Licensor may temporarily suspend the Licensee’s Online Access for the purposes of maintenance or upgrades but shall will use its commercially reasonable endeavours to to: (i) notify Licensee in advance of such activities; (ii) carry out these activities where practicable during non- working hours; and to (iii) minimise the period of suspension or interruption. . 4.4 In relation to any Purchased Product and Journals Shallow Archive made available via Online Access, Access Licensor reserves the right at any time on notice to Licensee to: : 4.4.1 make changes or corrections and to alter alter, update or update upgrade any aspect of the Purchased Product or Journals Shallow Archive; Product; 4.4.2 vary the technical specification of the Purchased any Product or Journals Shallow Archive or of any software included therein, provided that the Purchased Product and Journals Shallow Archive remains accessible via the internet using a browser without the need for additional software subject to Section 2. For avoidance of doubt, no change in the method of authentication is possible without an amendment to this Agreement; and and 4.4.3 withdraw the Purchased Product (or any part of a Purchased Productpart) where it has decided to cease publication of that Purchased Product. For avoidance of doubt. 4.5 Where Licensor withdraws a Product or a material part thereof in accordance with clause 4.4.3, volumes published prior if Licensee purchased the withdrawn Product on a perpetual basis, the withdrawn Product shall be provided to the withdrawal shall continue to be accessible perpetually. The Licensee in pdf format (or such other electronic format as Licensor shall give written notice to the National Library acting on behalf in its sole discretion determines), otherwise Licensor may in its sole discretion either offer broadly equivalent replacement materials or a credit in respect of the Licensee of such withdrawal 90 days prior to the withdrawal. If the withdrawn material represents more than five percent (5%) of the Purchased Product the Licensor shall make a pro rata refund/reduction of the Purchase Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of this Agreement. Alternatively, if the withdrawal results Subscription Fee or Annual Access Fee in the Products being materially less useful relation to the Licensee, it may within thirty days of such notice treat such changes as a material breach of this Agreementwithdrawn Product (or part thereof). The provision of a refund pdf copy, replacement or credit (reduction in priceas applicable) shall discharge Licensor’s liabilities to Licensee in respect of the withdrawn Purchased Product (or part of a Purchased Product). material. 4.6 For such period that a Licensee is entitled to Online Access, Licensor agrees to provide the National Library and Licensee with access to usage data anddata, and where available, usage reports detailing the level of use of any Products Subscription Product(s) by Licensee and Licensee’s Authorised Users per month. Any reports made available shall be COUNTER compliantcompliant (or compliant with an equivalent industry standard), and such these reports and data will not identify individual Authorised User usage usage, but will be provided in respect of the IP address ranges provided further given by Licensee pursuant to clause 5.1 of this Section3.1. Licensor will not be able to provide accurate usage data and/or and/ or reports if Licensee stores any of the Products Subscription Product(s) on any cache or proxy server, which is discouraged in any event due to the dynamic nature of the Products. The Licensee acknowledges that the Licensor supports assistive software or devices such as large-print interfaces, text-to-speech output, refreshable braille displays, voice-activated input, and/or alternate keyboard or pointer interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.0 AA ▇▇▇▇▇://▇▇▇Subscription Product(s).▇▇.▇▇▇/WAI/standards-guidelines/). Licensor shall use best efforts to comply with these standards for content published during the term of this licence. In the event that the Licensor does not meet the standards set forth in by Licensee’s interpretation of WCAG 2.0 AA, the Licensor will work with the Licensee and its staff to address any concerns. If any of the Products does not comply, the Licensor shall adapt the Products in a timely manner and at no cost to Licensee to comply with applicable law.

Licensor’s Responsibilities. Following activation of Licensee’s account Licensor shall, subject to payment of the Purchase Fees, use commercially reasonable endeavours to: provide each Licensee with Online Access save for scheduled maintenance or upgrade windowsAccess; and ensure that the Server has sufficient capacity and rate of connectivity to provide Licensee with a level of service which is commensurate with the current standards in the online information industry sector. Licensor may temporarily suspend Licensee’s Online Access for the purposes of maintenance or upgrades but shall use its commercially reasonable endeavours to notify Licensee of such activities and to minimise the period of suspension or interruption. In relation to any Purchased Product and Journals Shallow Archive made available via Online Access, Licensor reserves the right at any time on notice to Licensee to: make changes or corrections and to alter alter, update or update upgrade any aspect of the Purchased Product or Journals Shallow ArchiveProduct; vary the technical specification of the Purchased Product or Journals Shallow Archive or of any software included therein, provided that the Purchased Product and Journals Shallow Archive remains accessible via the internet using a browser without the need for additional software subject to Section 2. For avoidance of doubt, no change in the method of authentication is possible without an amendment to this Agreement; and withdraw the Purchased Product (or any part of a Purchased Product) where it has decided to cease publication of that Purchased Product. For avoidance Where Licensor withdraws a Product or a part of doubta Product in accordance with clause 6.3.3 of this Section, volumes published prior to if Licensee purchased the withdrawal shall continue to be accessible perpetually. The Licensor shall give written notice to the National Library acting withdrawn Product on behalf a perpetual access basis, a copy of the withdrawn Product shall be provided to Licensee of in pdf format (or such withdrawal 90 days prior to the withdrawal. If the withdrawn material represents more than five percent (5%) other electronic format as Licensor in its sole discretion determines), otherwise Licensor may in its sole discretion either offer broadly equivalent replacement materials or a credit in respect of the Purchased Product the Licensor shall make a pro rata refund/reduction of the Purchase Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of this Agreement. Alternatively, if the withdrawal results Subscription Fees in the Products being materially less useful relation to the Licensee, it may within thirty days withdrawn Product (or part of such notice treat such changes as a material breach of this AgreementProduct). The provision of a refund pdf copy, replacement or credit (reduction in priceas applicable) shall discharge Licensor’s liabilities to Licensee in respect of the withdrawn Purchased Product (or part of a Purchased Product). For such period that a as Licensee is entitled to Online Access, Licensor agrees to provide the National Library and Licensee with access to usage data and, where available, usage reports detailing the level of use of any Subscription Products by Licensee and Licensee’s Authorised Users per month. Any reports made available shall be COUNTER compliantcompliant (or compliant with an equivalent industry standard), and such reports and data will not identify individual Authorised User usage usage, but will be provided in respect of the IP address ranges provided given by Licensee further to clause 5.1 of this Section. Licensor will not be able to provide accurate usage data and/or reports if Licensee stores any of the Subscription Products on any cache or proxy server, which is discouraged in any event due to the dynamic nature of the Subscription Products. The Licensee acknowledges that the Licensor supports assistive software or devices such as large-print interfaces, text-to-speech output, refreshable braille displays, voice-activated input, and/or alternate keyboard or pointer interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.0 AA ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/standards-guidelines/). Licensor shall use best efforts to comply with these standards for content published during the term of this licence. In the event that the Licensor does not meet the standards set forth in by Licensee’s interpretation of WCAG 2.0 AA, the Licensor will work with the Licensee and its staff to address any concerns. If any of the Products does not comply, the Licensor shall adapt the Products in a timely manner and at no cost to Licensee to comply with applicable law.

Licensor’s Responsibilities. Following activation of Licensee’s account Licensor shall, subject to payment of the Purchase Fees, use commercially reasonable endeavours to: provide each Licensee Consortium Member with Online Access save for scheduled maintenance or upgrade windowsAccess; and ensure that the Server has sufficient capacity and rate of connectivity to provide Licensee and each Consortium Member with a level of service which is commensurate with the current standards in the online information industry sector. Licensor may temporarily suspend Licensee’s Online Access for the purposes of maintenance or upgrades but shall use its commercially reasonable endeavours to notify Licensee and each Consortium Member of such activities and to minimise the period of suspension or interruption. In the event that Online Access is unavailable to a Consortium Member for more than five (5) business days, notwithstanding clause 14.2, the Licensor shall refund to the consortium or the members, a proportion of the fee prorated to the period of such unavailability. In relation to any Purchased Product and Journals Shallow Archive made available via Online Access, Licensor reserves the right at any time on notice to Licensee to: make changes or corrections and to alter alter, update or update upgrade any aspect of the Purchased Product or Journals Shallow ArchiveProduct; vary the technical specification of the Purchased Product or Journals Shallow Archive or of any software included therein, provided that the Purchased Product and Journals Shallow Archive remains accessible via the internet using a browser without the need for additional software subject to Section 2. For avoidance of doubt, no change in the method of authentication is possible without an amendment to this Agreement; and withdraw the Purchased Product (or any part of a Purchased Product) where it has decided to cease publication of that Purchased Product. For avoidance Where Licensor withdraws a Product or a part of doubta Product in accordance with clause 6.3.3, volumes published prior to if Licensee purchased the withdrawal shall continue to be accessible perpetually. The Licensor shall give written notice to the National Library acting withdrawn Product on behalf a perpetual access basis, a copy of the Licensee of withdrawn Product shall be provided in pdf format (or such withdrawal 90 days prior to the withdrawal. If the withdrawn material represents more than five percent (5%) other electronic format as Licensor in its sole discretion determines), and Licensor may in its sole discretion either offer broadly equivalent replacement materials or a credit in respect of the Purchased Product the Licensor shall make a pro rata refund/reduction of the Purchase Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of this Agreement. Alternatively, if the withdrawal results Subscription Fees or Annual Access Fee in the Products being materially less useful relation to the Licensee, it may within thirty days withdrawn Product (or part of such notice treat such changes as a material breach of this AgreementProduct). The provision of a refund pdf copy, replacement, or credit (reduction in priceas applicable) shall discharge Licensor’s liabilities to Licensee in respect of the withdrawn Purchased Product (or part of a Purchased Product). For such period Licensor confirms that a Licensee is entitled it adheres to Online Access, the NISO transfer code of practice. Licensor agrees to provide continuously make available to the National Library Licensee aggregated usage statistics, which are compliant with COUNTER Codes of Practice or conform to the then­prevailing industry standard. Throughout the Subscription Period and on a monthly basis, Licensor shall supply Licensee with access to a COUNTER compliant usage data andreport, where available, usage reports detailing the level of use of any the Products by the Licensee's Authorised Users. Licensor allows Licensee and Authorised Users per monthits Consortium Members to continuously perform automatic harvesting of usage statistics through standard interfaces (e.g. SUSHI). Any reports made available Each year during the Subscription Period, the Licensor will, no later than 1 November, deliver to Licensee a preliminary Product list covered by this Agreement for the upcoming year. The preliminary title list shall contain the following fields: Journal title, ISSN, eISSN, Access from year, volume, issue, Access to year, volume, issue, embargo period, Open Access status, URL and list prices. A final Product list shall be COUNTER compliantdelivered shall be delivered by KBART file no later than 15 January Licensor will make available the metadata relating to the Products covered by this Agreement to the Licensee by FTP data feed or by any other means agreed between the parties. The metadata will contain the following fields: Article title, DOI, Journal title, ISSN, Article author(s), volume, issue, year, page and such reports and data will not identify individual Authorised User usage but will be provided in respect of the IP address ranges provided further to clause 5.1 of this SectionLicensor. Licensor will not be able make reasonable efforts to provide accurate usage data and/or reports if Licensee stores any of ensure that the metadata associated with the Products on any cache or proxy server, which is discouraged in any event due kept up to the dynamic nature of the Products. The Licensee acknowledges that the Licensor supports assistive software or devices such as large-print interfaces, text-to-speech output, refreshable braille displays, voice-activated input, and/or alternate keyboard or pointer interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.0 AA ▇▇▇▇▇://▇▇▇date.▇▇.▇▇▇/WAI/standards-guidelines/). Licensor shall use best efforts to comply with these standards for content published during the term of this licence. In the event that the Licensor does not meet the standards set forth in by Licensee’s interpretation of WCAG 2.0 AA, the Licensor will work with the Licensee and its staff to address any concerns. If any of the Products does not comply, the Licensor shall adapt the Products in a timely manner and at no cost to Licensee to comply with applicable law.