Common use of APA Clause in Contracts

APA. 3.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. 3.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section. 3.1.3 Licensor shall comply with the Americans with Disabilities Act (ADA), by supporting assistive software or devices such as large print interfaces, text-to-speech output, voice- activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable law. 3.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and Authorized Users available to Licensee in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site. 3.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the Licensee. 3.1.6 The APA shall use reasonable efforts to provide continuous access to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any downtime and to restore services in the event of a failure beyond the control of the APA. 3.1.7 No computer software is delivered as a part of this License Agreement and this License Agreement is not conditional upon Licensee's ability to provide its own software or the ability to use the Licensed Materials provided under this License Agreement.

APA. 3.1.1 4.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee or and/or Authorized User or if Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement. 3.1.2 4.1.2 The APA reserves the right to withdraw from the Licensed Materials any material which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The APA shall give written notice of the withdrawal to Licensee within sixty (60) days of the removal of any material pursuant to this section. 3.1.3 Licensor 4.1.3 The APA shall comply with the Americans American with Disabilities Act (ADA), ) by supporting assistive software or devices such as large print interfaces, textvoice-to-speech output, voice- activated input, refreshable braille displays, and alternate keyboard or pointer interfaces, interfaces in a manner consistent with the Web Accessibility Initiative Web Content Accessibility Guidelines 2.1 AA (▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/guid-tech.html). Licensor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility. Licensor shall provide to Licensee a current, accurate completed Voluntary Product Accessibility Template (VPAT) to demonstrate compliance with accessibility standards (▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/policy/accessibility). If the product does not comply, the Licensor shall adapt the Licensed Materials in a timely manner and at no cost to the Licensee in order to comply with applicable lawgenerally accepted best practices. 3.1.4 4.1.4 The APA shall make statistics regarding the usage of the Licensed Materials by Licensee and Authorized Users available to Licensee in a manner consistent with generally accepted best practices. The APA will provide ongoing access to usage statistics on a password-protected site. 3.1.5 4.1.5 The APA will store Licensed Materials in one or more APA locations in digital form accessible by telecommunications links between such locations and authorized locations of the Licensee. 3.1.6 4.1.6 The APA shall use reasonable efforts to provide continuous access to the Licensed Materials. Unavailability may occur related to failure of equipment or services beyond the control of the APA. Every effort will be made to minimize any downtime and to restore services in the event of a failure beyond the control of the APA. 3.1.7 4.1.7 No computer software is delivered as a part of this License Agreement and this License Agreement is not conditional upon Licensee's ability to provide its own software or the ability to use the Licensed Materials provided under this License Agreement.