Mutual Performance Obligations. User Surveys. Licensee and Licensor shall cooperate on the preparation and provision of user surveys to solicit feedback on the Licensed Materials from Authorized Users.
Mutual Performance Obligations. In addition to their respective, specific performance obligations, the Licensor and Licensee agree to be bound by the following performance standards.
Mutual Performance Obligations. Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee (in no event less than two (2) weeks) and cooperating with the Licensee to avoid recurrence of any unauthorized use. Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Licensee agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. Licensor may terminate such Authorized User's access to the Licensed Materials immediately through the blocking of a specific IP address if Licensor detects excessive downloading activities. Licensor will notify Licensee of this action within two business days. Access will be reinstated after Licensee takes appropriate steps to resolve the issue. Licensor shall indemnify and hold licensee harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by a third party of an alleged infringement of copyright arising out of the use of the Licensed Materials by Licensee or any Authorized User. No Limitation of liability set forth elsewhere in this agreement is applicable to this indemnification. Should Licensee wish to invoke the indemnity, Licensee must promptly notify Licensor of any such claims. Licensor shall have the right to defend such claims at its own expense. The other party shall provide assistance in investigating and defending such claims as the Licensor may reasonably request and have the right to participate in the defense at its own expense, subject to following all reasonable instructions of Licensor. Annual Subscribers Only
Mutual Performance Obligations. 1. N otification and Cure of Unauthorized Use. In the event the Licensee and/or any of the Participating Institutions has notice of an unauthorized use of the Licensed Materials and cannot promptly remedy it, the Licensee or Participating Institution shall promptly notify the Licensor. In the event the Licensor has notice of unauthorized use of the Licensed Materials, the Licensor will promptly notify Licensee and respective Participating Institution.
Mutual Performance Obligations. Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Participating Member Institution shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware if requested to do so by Licensor and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Participating Member Institution (in no event less than two (2) weeks) and cooperating with the Participating Member Institution to avoid recurrence of any unauthorized use. In the case of unauthorized use which in the Licensor’s judgment is causing serious material harm, Licensor may temporarily suspend an individual Authorized User's access to the Licensed Materials (e.g. by blocking an individual user’s ip address), provided that Licensor immediately notifies Participating Member Institution of any such suspension, including the reason for the block and any supporting details. Such temporary suspensions will be of the shortest duration possible sufficient to terminate the alleged unauthorized activity and prevent its resumption.
Mutual Performance Obligations. Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee (in no event less than two (2) weeks) and cooperating with the Licensee to avoid recurrence of any unauthorized use. Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Licensee agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by individual Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party.
Mutual Performance Obligations. Cure Activities. In the event of any unauthorized use of the Licensed Materials by an Authorized User, Licensee shall cooperate with Licensor in the investigation of any unauthorized use of the Licensed Materials of which it is made aware and shall use reasonable efforts to remedy such unauthorized use and prevent its recurrence. Licensor may terminate such Authorized User's access to the Licensed Materials after first providing reasonable notice to Licensee (in no event less than two (2) weeks), providing Licensee an opportunity to remedy the unauthorized use, and cooperating with the Licensee to avoid recurrence of any unauthorized use. In no event shall such unauthorized use result in termination of Licensee’s access to the Licensed Materials. Confidentiality of User Data. Licensor agrees to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users.
Mutual Performance Obligations. Each Party shall use commercially reasonable efforts to ensure that:
Mutual Performance Obligations. Confidentiality of User Data. Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party, unless such disclosure is reasonably necessary for subpoena, court order or other legal proceeding..
Mutual Performance Obligations. Confidentiality of User Data: SERVICE PROVIDER and EMPLOYER agree to maintain the confidentiality of any data relating to the usage of the IP Materials by EMPLOYER and Authorized Users. Such data may be used solely for purposes directly related to the IP Materials and may only be provided to third parties in aggregate form by SERVICE PROVIDER. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party other than under the following circumstance(s): SERVICE PROVIDER will only disclose Confidential Information to those essential personnel who have a need to know such information in order to carry out their duties in accordance with this AGREEMENT. Confidential Information: shall not include information that (i) is in the possession of SERVICE PROVIDER prior to its receipt of such information from the EMPLOYER and Authorized Users, (ii) is or becomes publicly available other than as a result of a breach of this AGREEMENT by SERVICE PROVIDER, or (iii) is or can be independently acquired or developed by SERVICE PROVIDER without violating any of its obligations under this AGREEMENT. The EMPLOYER and Authorized Users recognize and confirm that SERVICE PROVIDER (a) will use and rely primarily on the Confidential Information provided by the EMPLOYER and Authorized Users and on information available from public sources in providing the IP Materials contemplated by this AGREEMENT without having independently verified the same, and (b) does not assume responsibility for the accuracy or completeness of the Confidential Information provided by the EMPLOYER and Authorized Users or such other publicly available information. In the event that SERVICE PROVIDER receives a request to disclose all or any part of any Confidential Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency, or by a legislative body or committee, such disclosure by SERVICE PROVIDER shall not constitute a violation of this AGREEMENT provided that SERVICE PROVIDER (aa) promptly notifies the EMPLOYER and Authorized Users of the existence, terms, and circumstances surrounding such request, (ab) informs the EMPLOYER and Authorized Users to consult with an attorney to resist or narrow such a request, and (ac) if disclosure of such Confidential Information is required or deemed advisable, exercises its best efforts to obt...
