Common use of Licensor Performance Obligations Clause in Contracts

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing fee, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service with an average of 99% up- time per month. The 1% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have ha ve sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-on- line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel or personnel of his technical facilitator available by email, phone or fax for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-on- line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9995% up- up-time per month. The 15% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing fee[time period], Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during [time period] for feedback, problem-problem- solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service with an average of 99% up- [percentage] up-time per month. The 1% [percentage] down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing feeUpon response to registration email, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax within 24 hours for feedback, problem-problem- solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service 24 hours a day with an average of 9995% up- up-time per month. The 15% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing fee[time period], Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during [time period] for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service with an average of 99% up- [percentage] up-time per month. The 1% [percentage] down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-problem­ solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of or 99% up- up-time per month. The 1% I% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of or software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms tenns of this Agreement, . Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In ln the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed paid by Licensee under this AgreementAgreement including any purchased books that cannot be used due to copyright violation or restriction.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. DocumentationDocwnentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-problem­ solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use use. reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience minimize.inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing fee[time period], Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during [time period] for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service [time period] with an average of 99% up- [percentage] up-time per month. The 1% [percentage] down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.to

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Training and Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-problem- solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. The Licensor will use reasonable efforts to ensure that its performance will meet or exceed industry standards and practices. Additionally, the Licensor agrees to the following performance standards: Availability of Licensed License Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall will make the Licensed Materials available to Licensee the Participating Institutions and their Authorized Users. DocumentationPersistent Linking. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting comply with the implementation most current version of any the OpenURL standard (ANSI/NISA Z39.88), and will provide a mechanism for persistent links to content. Online Terms and Conditions. In the event that Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and requires Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff agree to additional terms relating to the use of the Licensed Materials (commonly referred to as “click- through” or “clickwrap” licenses), or otherwise attempts to impose terms on Authorized Users through online terms and conditions invoked by the mere use or viewing of the Licensed Materials, such terms shall not materially differ from the provisions of this Agreement. In the event of any Licensor softwareconflict between the click-through terms or online terms and conditions and this Agreement, the terms of this Agreement shall prevail. For the avoidance of doubt, Authorized Users are not a party to this Agreement. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the server maintenance; software installation or testing of software, the testing; loading of or making available additional Licensed Materials as they become available, ; and downtime related to the unavailability because of service or equipment failure of equipment or services outside the control of Licensor, Licensor (including but not limited to problems with public or private telecommunications services services, or internet Internet nodes or facilities). Scheduled downLicensor may schedule brief unavailability periods, but will do so only where (1) it has given at least forty-time will be performed eight (48) hour notice to Licensee and Participating Institutions, and (2) in ways and at a time to times that minimize inconvenience to Licensee and its Authorized Users, regardless of when notice has been given. Problems with Licensed Materials. If the Licensed Materials fail to operate operate, display, load, or render in conformance with the terms of this Agreement, Licensee or Participating Institutions shall immediately notify Licensor, and Licensor shall promptly use reasonable best efforts to restore access to the Licensed Materials as soon as possible. In the event that the non-conformity materially affects the Licensee’s or Authorized Users’ use of the Licensed Materials, and Licensor fails to repair the nonconformity in a reasonable timewithin thirty (30) business days, Licensor shall reimburse Licensee for such problems in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt Upon the Effective Date of this signed agreement and licensing feeAgreement, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensee agrees to attempt to offer assistance in answering general questions from Authorized Users before seeking support from Licensor. In the event that such support cannot address any problem encountered by an Authorized User, Licensor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor softwareassistance. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service seven (7) days a week with an average of 9998% up- up-time per month. The 12% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total annual maintenance Fees owed by Licensee under this Agreement.

Licensor Performance Obligations. Availability of Licensed Materials. Within 30 days of receipt of this signed agreement and licensing fee24 hours, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. Documentation. Licensor will provide and maintain help files and other appropriate user documentation. Support. Licensor will offer activation or installation support, including assisting with the implementation of any Licensor software. Licensor will offer reasonable levels of continuing support to assist Licensee and Authorized Users in use of the Licensed Materials. Licensor will make its personnel available by email, phone or fax during 8 a.m., to 5 p.m. pacific standard time. for feedback, problem-solving, or general questions. Training. Licensor will provide appropriate training to Licensee staff relating to the use of the Licensed Materials and any Licensor software. Quality of Service. Licensor shall use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensee's locale. Licensor shall use reasonable efforts to provide continuous service with an average of 99% up- time per month. The 15 % down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available, and downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-down- time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users. If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. In the event that Licensor fails to repair the nonconformity in a reasonable time, Licensor shall reimburse Licensee in an amount that the nonconformity is proportional to the total Fees owed by Licensee under this Agreement.