Common use of Withdrawal of Licensed Materials Clause in Contracts

Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Material any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of Clause 6.8 [Archiving and Preservation] and 6.10 [Addition to Licensed Materials], or any item or part of an item for which Licensor has legal grounds to allege infringement of copyright or defamation. Licensor shall give written notice to Licensee of such withdrawal. If the withdrawn material represents more than ten per cent (10%) of the Licensed Material then available under this Agreement Licensor shall make a pro rata refund of part of the License Fee to Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the Subscription Period. Withdrawal of Licensed Materials from Servers shall be governed by the provisions set out by signing of the separate Local Archiving and Hosting of Licensed Materials Agreement. If the modification results in the content being no longer useful to Member Institutions, the Licensee and Member Institutions may within thirty (30) days of such notice treat such changes as a breach of this License. If any Licensed Materials are permanently removed from Licensor’s servers, Licensor shall make a permanent note or xxxx indicating that the Licensed Materials were removed and providing sufficient explanation as to the reasons for its removal. ADDITION TO THE LICENSED MATERIALS. Licensor reserves the right to add new materials to the Licensed Materials. Licensor shall give written notice to Licensee of such new materials. Any fees arising from the addition of new materials, not otherwise contemplated in Schedule 2 to be added from time to time, shall be the subject of negotiation and Licensor and Licensee must mutually agree and consent to any increase (if any) in the License Fees for subsequent years arising from the addition of new materials as Licensed Materials.

Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Material Materials any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of Clause 6.8 [Archiving and Preservation] and 6.10 [Addition to Licensed Materials]publish, or any item or part of an item for which Licensor it has legal reasonable grounds to allege infringement of believe infringes copyright or defamationis defamatory, obscene, unlawful, or otherwise objectionable. Licensor shall give written notice to Licensee of such withdrawal. If the withdrawn material represents more than ten per cent (10%) of the Licensed Material then available under this Agreement Licensor shall make a pro rata refund of part of the License Fee withdrawal to Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the Subscription Period. Withdrawal of Licensed Materials from Servers shall be governed by the provisions set out by signing of the separate Local Archiving and Hosting of Licensed Materials Agreement. If the modification results in the content being no longer useful to Member Institutions, the Licensee and Member Participating Institutions may within as soon as is practicable, but in no event less than thirty (30) days in advance of such notice treat such changes as a breach of this Licensewithdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials are permanently removed from Licensor’s serversless useful to Licensee or its Authorized Users, Licensor shall make a permanent note or xxxx indicating that reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials were removed and providing sufficient explanation as under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the reasons for its removaltermination provisions in Section XI, below. ADDITION TO THE LICENSED MATERIALSUsage Statistics. Licensor reserves must provide use data for the right Participating Institutions, on a monthly basis. Statistics shall meet or exceed the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release,1 including but not limited to add its provisions on customer confidentiality. When a release of a new materials COUNTER Codes 1 xxxx://xxx.xxxxxxxxxxxxxx.xxx/code_practice.html of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Alternatively, if COUNTER statistics are not available at this time, Licensor shall provide to Participating Institutions an administrative portal where each institution can log in to generate its own usage reports. Licensor shall not provide Participating Institutions' usage statistics in any form to any third party without the Participating Institutions' written authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. The Licensor shall give not disclose or sell to other parties usage data or information about Participating Institutions' Authorized Users without the Participating Institutions' written notice to Licensee of such new materials. Any fees arising from the addition of new materials, not otherwise contemplated in Schedule 2 to be added from time to time, shall be the subject of negotiation and Licensor and Licensee must mutually agree and consent to any increase (if any) in the License Fees for subsequent years arising from the addition of new materials permission or as Licensed Materialsrequired by law.

Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Material Materials any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of Clause 6.8 [Archiving and Preservation] and 6.10 [Addition to Licensed Materials]publish, or any item or part of an item for which Licensor it has legal reasonable grounds to allege infringement of believe infringes copyright or defamationis defamatory, obscene, unlawful, or otherwise objectionable. Licensor shall give written notice to Licensee of such withdrawal. If the withdrawn material represents more than ten per cent (10%) of the Licensed Material then available under this Agreement Licensor shall make a pro rata refund of part of the License Fee withdrawal to Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the Subscription Period. Withdrawal of Licensed Materials from Servers shall be governed by the provisions set out by signing of the separate Local Archiving and Hosting of Licensed Materials Agreement. If the modification results in the content being no longer useful to Member Institutions, the Licensee and Member Institutions may within as soon as is practicable, but in no event less than thirty (30) days in advance of such notice treat such changes as a breach of this Licensewithdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials are permanently removed from Licensor’s serversless useful to Licensee or its Authorized Users, Licensor shall make reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions in Section XI, below. Usage Statistics. Licensor must provide both composite systemwide use data and itemized data for individual campuses and labs, on a permanent note monthly basis. Statistics shall meet or xxxx indicating exceed the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release,3 including but not limited to its provisions on customer confidentiality. When a release of a new COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such data shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. The Licensor shall not disclose or sell to other parties usage data or information about the Licensee or its Authorized Users without the Licensee’s written permission or as required by law. 3xxxx://xxx.xxxxxxxxxxxxxx.xxx/code practice.html Confidentiality of Personally Identifiable Information. The Licensor agrees that no personally identifiable information, including but not limited to log-ins recorded in system logs IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users of patterns of use, Licensor shall provide the Licensee with adequate prior written notice as soon as is practicable, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor’s systems are breached and the confidentiality of personally identifiable information is compromised. Use of Digital Watermarking Technology. In the event that Licensor utilizes any type of watermarking technology for any element of the Licensed Materials, Licensor agrees that watermarks will not reduce readability of content and will not degrade image quality. These watermarks shall not contain user- related information, including but not limited to an account number, IP address, and usernames. If digital watermarking technology is implemented, Licensor will notify Licensee at least thirty (30) days in advance of implementation, and Licensor will provide the technical specifications for the technology used. If the use of the watermarking technology renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions of this Agreement in Section XI, below. Interoperability with Prevailing Web Browsers. Licensor will use reasonable efforts to ensure that the Licensed Materials were removed are accessible and providing sufficient explanation as to interoperable with prevailing web browsers and internet access tools, including, at a minimum, the reasons most recent two major versions (current version and one version prior) and all the associated releases for its removal. ADDITION TO THE LICENSED MATERIALS. Licensor reserves the right to add new materials to the Licensed Materials. Licensor shall give written notice to Licensee of such new materials. Any fees arising from the addition of new materials, not otherwise contemplated in Schedule 2 to be added from time to time, shall be the subject of negotiation and Licensor and Licensee must mutually agree and consent to any increase (if any) in the License Fees for subsequent years arising from the addition of new materials as Licensed Materialsthose versions.

Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Material Materials any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of Clause 6.8 [Archiving and Preservation] and 6.10 [Addition to Licensed Materials]publish, or any item or part of an item for which Licensor it has legal reasonable grounds to allege infringement of believe infringes copyright or defamationis defamatory, obscene, unlawful, or otherwise objectionable. Licensor shall give written notice to Licensee of such withdrawal. If the withdrawn material represents more than ten per cent (10%) of the Licensed Material then available under this Agreement Licensor shall make a pro rata refund of part of the License Fee withdrawal to Licensee, taking into account the amount of material withdrawn and the remaining unexpired portion of the Subscription Period. Withdrawal of Licensed Materials from Servers shall be governed by the provisions set out by signing of the separate Local Archiving and Hosting of Licensed Materials Agreement. If the modification results in the content being no longer useful to Member Institutions, the Licensee and Member Institutions may within as soon as is practicable, but in no event less than thirty (30) days in advance of such notice treat such changes as a breach of this Licensewithdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials are permanently removed from Licensor’s serversless useful to Licensee, the Participating Institutions or their Authorized Users, Licensor shall make a permanent note or xxxx indicating that reimburse Licensee for the withdrawal in an amount proportional to the total Fees owed by Licensee for the Licensed Materials were removed and providing sufficient explanation as under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee, the Participating Institutions or their Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the reasons termination provisions in Section XI, below. Itemized Holdings/Title List. The Licensor will provide to the Licensee, prior to the beginning of the calendar year within the current itemized holdings report that specifies the titles included in the Licensed Materials for its removal. ADDITION TO THE LICENSED MATERIALSthe next subscription term. Licensor reserves will use reasonable efforts to update itemized holdings reports as soon as is practicable when holdings information changes, and will provide this information to Discovery Service Systems in a timely manner and to Licensee on request. If the right Licensed Materials include content covered by the NISO Knowledge Bases And Related Tools (KBART) Recommended Practice,2 Licensor will provide itemized holdings lists for the Licensed Materials in KBART-compliant format, including a column/field for dates (YYYY-MM) of additions. Usage Statistics. Licensor must provide both composite system-wide use data and itemized data for Licensee, Participating Institutions, individual campuses and labs, on a monthly basis. Statistics shall meet or exceed the most recent project Counting Online Usage of NeTworked Electronic Resources (COUNTER) Code of Practice Release,3 including but not limited to add its provisions on customer confidentiality. When a release of a new materials COUNTER Codes of Practice is issued, Licensor shall comply with the implementation time frame specified by COUNTER to provide use statistics in the new standard format. It is more than desirable that the Standardized Usage Statistics Harvesting Initiative (SUSHI) Protocol4 is available for the Licensee to harvest the statistics. Licensor shall not provide Licensee’s usage statistics in any form to any third party without the Licensee’s written authorization, unless the third party owns rights in the Licensed Materials. Licensor shall give not provide usage statistics of any Participating Institution in any form to any third party with the exception of the Licensee without the Participating Institution’s written notice to Licensee authorization, unless the third party owns rights in the Licensed Materials. In all cases, the disclosure of such new materialsdata shall fully protect the anonymity of individual users and the confidentiality of their searches, and will comply with all applicable privacy laws. Any fees arising from The Licensor shall not disclose or sell to other parties usage data or information about the addition of new materialsLicensee, not otherwise contemplated in Schedule 2 to be added from time to time, shall be any Participating Institution or their Authorized Users without the subject of negotiation and Licensor and Licensee must mutually agree and consent to any increase (if any) in the License Fees for subsequent years arising from the addition of new materials Licensee’s and/or Participating Institution’s written permission or as Licensed Materialsrequired by law.

Withdrawal of Licensed Materials. Licensor reserves the right at any time to withdraw from the Licensed Material Materials any item or part of an item for which it no longer retains the right to publish and for which Licensor has been unable to meet the requirements of Clause 6.8 [Archiving and Preservation] and 6.10 [Addition to Licensed Materials]publish, or any item or part of an item for which Licensor it has legal reasonable grounds to allege infringement of believe infringes copyright or defamationis defamatory, obscene, unlawful, or otherwise objectionable. Licensor shall give written notice of the withdrawal to the Licensee as soon as is practicable, but in no event less than thirty (30) clays in advance of withdrawal, specifying the item or items to be withdrawn. If any such withdrawal renders the Licensed Materials less useful to Licensee or its Authorized Users, Licensor shall reimburse Licensee for the withdrawal in an amount proportional to the total fees owed by Licensee for the Licensed Materials under this Agreement. If any such withdrawal renders the Licensed Materials substantially less useful to Licensee or its Authorized Users, Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions in Section XI, below. Statistics. Licensor shall endeavor to provide usage statistics to Licensee on a yearly basis. of Identifiable Information. The Licensor agrees that no personally identifiable information, including but not limited to log-ins recorded in system logs IP addresses of patrons accessing the system, saved searches, usernames and passwords, will be shared with third 1 xxxx://xxx.xxxx.xxx/workrooms/transfer/ COL Model License (public version) 01/06/2017 DocuSign Envelope ID: 1A7B3E75-64DD-49CE-BD13-4668883E2DEE parties, except in response to a subpoena, court order, or other legal requirement. If Licensor is compelled by law or court order to disclose personally identifiable information of Authorized Users of patterns of use, Licensor shall provide the Licensee with adequate prior written notice as soon as is practicable, so that Licensee or Authorized Users may seek protective orders or other remedies. Licensor will notify Licensee and Authorized Users as soon as is practicable if the Licensor's systems are breached and the confidentiality of personally identifiable information is compromised. Notice of the Use of Tn the event that Licensor utilizes or implements any type of digital rights management (DRM) technology to control the access to or usage of the Licensed Materials, Licensor will provide to Licensee a description of the technical specifications of the DRM and how it impacts access to or usage of the Licensed Materials. In no event may such withdrawalDigital Rights Management Technology be used in such a way as to limit the usage rights of a Licensee or any Authorized User as specified in this Agreement or under applicable law. If the withdrawn material represents more than ten per cent (10%) use of ORM renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee 1nay seek to terminate this Agreement for breach pursuant to the termination provisions of this Agreement in Section XI, below. Use of Tn the event that Licensor utilizes any type of watermarking technology for any element of the Licensed Material then available under this Agreement Materials, Licensor agrees that watermarks will not reduce readability of content and will not degrade image quality. These watermarks shall make a pro rata refund of part of the License Fee not contain user­ related information, including but not limited to Licenseean account number, taking into account the amount of material withdrawn I address, and the remaining unexpired portion of the Subscription Period. Withdrawal of Licensed Materials from Servers shall be governed by the provisions set out by signing of the separate Local Archiving and Hosting of Licensed Materials Agreementusernames. If the modification results in the content being no longer useful to Member Institutionsdigital watermarking technology is implemented, the Licensor will notify Licensee and Member Institutions may within at least thirty (30) days in advance of such notice treat such changes as a implementation, and Licensor will provide the technical specifications for the technology used. If the use of the watermarking technology renders the Licensed Materials substantially less useful to the Licensee or its Authorized Users, the Licensee may seek to terminate this Agreement for breach pursuant to the termination provisions of this LicenseAgreement in Section XT, below. If any Licensed Materials are permanently removed from Licensor’s servers, with Web Browsers. Licensor shall make a permanent note or xxxx indicating will use reasonable effo1ts to ensure that the Licensed Materials were removed are accessible and providing sufficient explanation as to interoperable with prevailing web browsers and internet access tools, including, at a minimum, the reasons most recent two major versions (current version and one version prior) and all the associated releases for its removal. ADDITION TO THE LICENSED MATERIALSthose versions. Licensor reserves will provide Licensee the right option to add new materials brand the Licensor's latform with the name of the Licensee and/or Authorized Sites at Licensee's discretion_ VIII. LlCENSEE PERFORMANCE OBLIGATIONS License Terms Notification. Licensee will use reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed MaterialsMaterials is granted under this Agreement. Licensor shall give written notice Protection from Unauthorized Use. Licensee will use reasonable efforts to Licensee restrict access to the Licensed Materials to Authorized Users. COL Model License (public version) 01/06/2017 DocuSign Envelope ID: 1A783E75-64DD-49CE-BD13-4668883E2DEE of such new materialsAccess Passwords. Any fees arising from Where access to the addition of new materials, not otherwise contemplated in Schedule 2 Licensed Materials is to be added from time controlled by use of passwords, Licensee wiII use reasonable efforts to time, shall be the subject of negotiation in form Authorizecl Users that they should not divulge their numbers and Licensor and Licensee must mutually agree and consent passwords to any increase (if any) in third party. Licensee will also use reasonable efforts to maintain the License Fees for subsequent years arising from the addition confidentiality of new materials as Licensed Materialsany institutional passwords provided by Licensor.