Attachment B to Master License Agreement

LICENCE AGREEMENTLICENCE DETAILS:License ID number: Customer: Primary Address:The Licence Agreement between Springer Customer Service Center GmbH, Tiergartenstrasse 15 – 17, 69121 Heidelberg, Germany (“Licensor”) and Customer (for itself, and if applicable, on behalf of the Licensees listed in Attachment 1) incorporates the following documents: The Licence Details page including Attachment 1: Customer and Licensee Information;  The Product Terms;  The General Terms and Conditions incorporated herein by reference and attached heretoWhen executed by both parties, the Licence Agreement shall be deemed effective on the earlier of: (i) the earliest Commencement Date for any Product licensed hereunder, or (ii) the last date of signature by Licensor or Customer.1. Products and License Fee[Delete any Product not licensed. In table below, if flat % increase for subsequent years of Term, delete columns for Years 2 and 3. For differing increases, insert % increase or specific fee, as appropriate. If longer than 3-year term, add additional columns.]Products License Fee [delete if no % based increase: License Fee increase % for Years 2 and 3] Year 1 Year 2 Year 3 Springer Nature Core Springer Nature Optimum Springer Nature Advance Single Title Journal Subscriptions (Springer Research Group) Single Title Journal Subscriptions (Springer Research Group) – Access Only Single Title Journal Subscriptions (Nature Research Group) Springer Journal Archives Nature Journal Archives eBook Collections Book Archives Book Series Springer Book Series Archives eReference Works SpringerReference / SpringerReference DE Palgrave Macmillan Reference Paid Trial Nature.com CompleteLicense ID: Clean CAUL Springer Nature 2017 Licence Academic ROW 15.11.17.docx [final] 1 Products License Fee [delete if no % based increase: License Fee increase % for Years 2 and 3] Year 1 Year 2 Year 3 Nature.com Content on Demand [requires approval of President of Sales] Springer Nature Protocols and Methods SpringerMaterials SPRESI/Chemisches Zentralblatt Nano zbMATH AdisInsight Text and Data MiningLicense Fees in TotalCERTAIN CONTENT MADE AVAILABLE TO LICENSEE MAY BE SUBJECT TO AND LICENSED UNDER OPEN ACCESS LICENSE TERMS (“OPEN ACCESS CONTENT”). OPEN ACCESS CONTENT IS SOLELY SUBJECT TO THE APPLICABLE OPEN ACCESS LICENSE TERMS.2. Payment Terms2.1 The License Fee(s) is/are due within [choose one – 30 OR 60 OR 90] days from the date of invoice. For multi-year contracts, Licensor will invoice Customer not earlier than 90 days prior to the beginning of each subsequent year of the Term.2.2 [Delete if not applicable] The License Fee for subsequent years of the Term will be calculated as follows: [Choose one] The License Fee for each Product in each year after the first year of the Term will be increased by [insert percentage] % over the License Fee for such Product during the immediately preceding year of the Term. OR The License Fee for each Product in each year after the first year of the Term will be increased by the percentage set forth in Section 1 above. ORThe License Fee for each Product in each year after the first year of the Term will be increased to the amount set forth in Section 1 above. [Delete if not applicable, only in case of multiple Licensees, where the License Fees are to be paid by each Licensee directly and not by the Customer: Each Licensee, and not Customer, shall pay the License Fees set forth herein for the Products licensed by such Licensee. For purposes of Section 7.3 of the General Terms and Conditions, references to “Customer” shall be deemed to refer to each Licensee.]License ID: Clean CAUL Springer Nature 2017 Licence Academic ROW 15.11.17.docx [final] 3 IN WITNESS WHEREOF, the parties have signed the Licence Agreement by their respective, duly authorized representatives on the date set forth below. CUSTOMER LICENSORSignature:______Signature:______Name Name (Printed):______(Printed):______Title: ______Title: ______Date: ______Date: ______Signature:______Name (Printed):______Title: ______Date: ______License ID: Clean CAUL Springer Nature 2017 Licence Academic ROW 15.11.17.docx [final] 4 Attachment 1Customer and Licensee Information[For licenses to multiple Licensees, provide information separately for Customer and each Licensee.]Customer Information: Legal Entity Name  Address  Contact Individual [Include name, title, email and tel. number]  [include, if applicable VAT number]  Business Partner ID:[Case 1: If Customer is the Licensee (and the only Licensee), include only the following sentence: [Customer is Licensee for all purposes under the Licence Agreement.]][Case 2: If Customer is one of the Licensees, include the following sentence: [Customer is a Licensee under the Licence Agreement. Additional Licensees are listed below.] Then provide Licensee Information separately for all other Licensees in the format as indicated below.][Case 3: If Customer is not a Licensee (e.g., a consortium representative which is not itself a library), provide Licensee Information separately for each Licensee, in the format as indicated below.] [Licensee Information: Legal Entity Name  Address  Contact Individual  Business Partner ID:Customer [Delete if not applicable: and Licensees] will supply Licensor with an initial list of its IP addresses used for the access to the Content (if not already supplied to Licensor), and shall notify Licensor of any IP address changes. Licensor reserves the right to confirm accuracy of the IP address(es) supplied before grant of access. Notwithstanding any to the contrary in the Licence Agreement, notifications of IP address changes may be made in electronic format.Licensing Manager Information:License ID: Attachment 1 5 Product Terms Springer Nature Core1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].1.2 Licensee shall have Continuing Access to all Content of each Subscribed Journal first published during the Term and, on a one-time basis only, in the 12-month period immediately preceding the Term, subject to all terms and conditions of the Licence Agreement.2. Cessation of Publication; Transfers; Take-Overs2.1 If 3% or more of the Continuing Access Journals cease to be published by Licensor during the Term, upon Licensee’s written request, Licensor will, at Licensor’s sole option, offer to Licensee (1) access to additional Content not presently licensed to Licensee, with an approximate value equal to or greater the value of the discontinued Continuing Access Journal, or (2) a credit toward any future acquisition of a Product in the amount of the value of the discontinued Continuing Access Journal. The value of any discontinued Continuing Access Journal will be determined by Licensor in good faith, taking into account factors which may include, without limitation, number of articles, number of pages, impact factor, usage factor, list price, or any other formula including any or all such factors, subject to negotiation with Licensee.2.2 If Licensor’s publishing rights to a Continuing Access Journal are transferred to another publisher, Licensor will use commercially reasonable efforts to provide Licensee with access to the Content of the Continuing Access Journal licensed under these Product Terms either (a) online on the Platform, (b) online on the new publisher´s website, or (c) offline by providing the same on a digital storage medium. In case of (c) above, use of the Continuing Access Journal shall be subject to the terms of the Licence Agreement, except for Sections 4.3 and 4.4 of the General Terms and Conditions. If Licensor is unable to do any of the foregoing, Section 2.1 above shall govern.2.3 If Licensee subscribes to one or more journals from a third-party publisher which are acquired by Licensor during the Term (the “Take-Over Journals”), the Take-Over Journals will be added to the Licence Agreement after expiration of Licensee’s subscription with the third-party publisher, to the extent Licensor’s acquired rights in the Take-Over Journals permit. The current year list price of the Take-Over Journals will be added to the License Fee. [Delete sentence if not applicable Licensor will notify Licensee of intended inclusion of Take-Over Journals in the Licence Agreement; Licensee may elect to exclude one or more of the Take-Over Journals from the Licence Agreement by notifying Licensor within 4 weeks after the date of Licensor’s notice to Licensee. ]3. Content3.1 In addition to the Continuing Access Journals, during the Term only, Licensee will be granted access to the Content of the titles set forth in Section 3.2, published beginning 1997 (or, if later, first date of publication).License ID: Springer Nature Core 6 3.2 Continuing Access Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1.2.3.4.5.6.License ID: Springer Nature Core 7 Product Terms Springer Nature Optimum1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date]. 1.2 Licensee shall have Continuing Access to all Content of each Continuing AccessJournal first published during the Term, and, on a one-time basis only, in the 12-month period immediately preceding the Term, subject to all terms and conditions of the Licence Agreement.2. Cessation of Publication; Transfers; Take-Overs2.1 If 3% or more of the Continuing Access Journals cease to be published by Licensor during the Term, upon Licensee’s written request, Licensor will, at Licensor’s sole option, offer to Licensee (1) access to additional Content not presently licensed to Licensee, with an approximate value equal to or greater the value of the discontinued Continuing AccessJournal, or (2) a credit toward any future acquisition of a Product in the amount of the value of the discontinued Continuing AccessJournal. The value of any discontinued Continuing Access Journal will be determined by Licensor in good faith, taking into account factors which may include, without limitation, number of articles, number of pages, impact factor, usage factor, list price, or any other formula including any or all such factors, subject to negotiation with Licensee.2.2 If Licensor’s publishing rights to a Continuing Access Journal are transferred to another publisher, Licensor will use commercially reasonable efforts to provide Licensee with access to the Content of the Continuing Access Journal licensed under these Product Terms either (a) online on the Platform, (b) online on the new publisher´s website, or (c) offline by providing the same on a digital storage medium. In case of (c) above, use of the Continuing Access Journal shall be subject to the terms of the Licence Agreement, except for Sections 4.3 and 4.4 of the General Terms and Conditions. If Licensor is unable to do any of the foregoing, Section 2.1 above shall govern.2.3 If Licensee subscribes to one or more journals from a third-party publisher which are acquired by Licensor during the Term (the “Take-Over Journals”), the Take-Over Journals will be added to the Licence Agreement after expiration of Licensee’s subscription with the third-party publisher, to the extent Licensor’s acquired rights in the Take-Over Journals permit. The current year list price of the Take-Over Journals will be added to the License Fee. [Delete sentence if not applicable: Licensor will notify Licensee of intended inclusion of Take-Over Journals in the Licence Agreement; Licensee may elect to exclude one or more of the Take-Over Journals from the Licence Agreement by notifying Licensor within 4 weeks after the date of Licensor’s notice to Licensee.]3. Content3.1 In addition to the Continuing Access Journals, during the Term only, Licensee will be granted access to the Content of the titles set forth in Section 3.2, published beginning 1997 (or, if later, first date of publication).License ID: Springer Nature Optimum 8 3.2 Continuing Access Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1.2.3.4.5.6.License ID: Springer Nature Optimum 9 Product Terms Springer Nature Advance1. Term and Continuing Access1.1. The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date]. 1.2. Licensee shall have Continuing Access to all Content of each Continuing Access Journal first published during the Term and, on a one-time basis only, in the 12-month period immediately preceding the Term, subject to all terms and conditions of the Licence Agreement.2. Cessation of Publication; Transfers2.1. If 3% or more of the Continuing Access Journals cease to be published by Licensor during the Term, upon Licensee’s written request, Licensor will, at Licensor’s sole option, offer to Licensee (1) access to additional Content not presently licensed to Licensee, with an approximate value equal to or greater the value of the discontinued Continuing Access Journal, or (2) a credit toward any future acquisition of a Product in the amount of the value of the discontinued Continuing Access Journal. The value of any discontinued Continuing Access Journal will be determined by Licensor in good faith, taking into account factors which may include, without limitation, number of articles, number of pages, impact factor, usage factor, list price, or any other formula including any or all such factors, subject to negotiation with Licensee.2.2. If Licensor’s publishing rights to a Continuing Access Journal are transferred to another publisher, Licensor will use commercially reasonable efforts to provide Licensee with access to the Content of the Continuing Access Journal licensed under these Product Terms either (a) online on the Platform, (b) online on the new publisher´s website, or (c) offline by providing the same on a digital storage medium. In case of (c) above, use of the Continuing Access Journal shall be subject to the terms of the Licence Agreement, except for Sections 4.3 and 4.4 of the General Terms and Conditions. If Licensor is unable to do any of the foregoing, Section 2.1 above shall govern. 3. Content3.1. In addition to the Continuing AccessJournals, during the Term, Licensee will be granted access to the Content of the titles set forth in Section 3.2, published during prior years, as follows:3.1.1 For Licensees NOT subscribing to Springer Nature Optimum: All Content of such titles beginning 2007 (or, if later, first date of publication); or3.1.2 For Licensees subscribing to Springer Nature Optimum: All Content of such titles beginning 1997 (or, if later, first date of publication).License ID: Springer Nature Advance 10 3.2. Continuing Access Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1. Nature Research titles only2.3.4.5.6.License ID: Springer Nature Advance 11 Product Terms Single Title Journal Subscriptions (Springer Research Group)1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].1.2 the Licence AgreementContinuing Access Journals: During the Term, Licensee shall have access to the Continuing Access Journals listed in Section 3.1 first published during the Term. After the Term, Licensee shall have Continuing Access to the Continuing Access Journals first published during the Term, subject to all the terms and conditions of the Licence Agreement.1.3 Backfile Access During the Term: In addition, during the Term only, Licensee will be granted access to the Content of titles listed in Section 3.2 published beginning 1997 (or, if later, first date of publication).2. Cessation of Publication / Transfer / Take-Over2.1 If 3% or more of the Subscribed Journals cease to be published by Licensor during the Term, upon Licensee’s written request, Licensor will, at Licensor’s sole option, offer to Licensee (1) access to additional Content not presently licensed to Licensee, with an approximate value equal to or greater the value of the discontinued Subscribed Journal, or (2) a credit toward any future acquisition of a Product in the amount of the value of the discontinued Subscribed Journal. The value of any discontinued Subscribed Journal will be determined by Licensor in good faith, taking into account factors which may include, without limitation, number of articles, number of pages, impact factor, usage factor, list price, or any other formula including any or all such factors, subject to negotiation with Licensee.2.2 If Licensor’s publishing rights to a Continuing Access Journal are transferred to another publisher, Licensor will use commercially reasonable efforts to provide Licensee with access to the Content of the Continuing AccessJournal licensed under these Product Terms either (a) online on the Platform, (b) online on the new publisher´s website, or (c) offline by providing the same on a digital storage medium. In case of (c) above, use of the Subscribed Journal shall be subject to the terms of the Licence Agreement, except for Sections 4.3 and 4.4 of the General Terms and Conditions. If Licensor is unable to do any of the foregoing, Section 2.1 above shall govern.2.3 If Licensee subscribes to one or more journals from a third-party publisher which are acquired by Licensor during the Term (the “Take-Over Journals”), the Take-Over Journals will be added to the Licence Agreement after expiration of Licensee’s subscription with the third-party publisher, to the extent Licensor’s acquired rights in the Take-Over Journals permit. The current year list price of the Take-Over Journals will be added to the License Fee. [Delete sentence if not applicable: Licensor will notify Licensee of intended inclusion of Take-Over Journals in the Licence Agreement; Licensee may elect to exclude one or more of the Take-Over Journals from the Licence Agreement by notifying Licensor within 4 weeks after the date of Licensor’s notice to Licensee. ]3. Content3.1 In addition to the Continuing Access Journals, Licensee will be granted access to the Content of the titles set forth in Section 3.2, published beginning 1997 (or, if later, first date of publication).License ID: Single Title Journal Subscriptions (Springer Research Group) 12 3.2 Continuing Access Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1.2.3.4.5.6.License ID: Single Title Journal Subscriptions (Springer Research Group) 13 Product Terms Single Title Journal Subscriptions (Springer Research Group) Access Only1. Term and Duration of Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content2.1 [Delete if not applicable: In addition, during the Term only, Licensee will be granted access to the Content of the Titles set forth in Section 2.2 below published beginning 1997 (or, if later, first date of publication).]2.2 Springer Research Group Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1.2.3.4.5.6.2.3 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Single-Title Journal Subscriptions (Springer Research Group) – Access Only 14 Product Terms Single Title Journal Subscriptions (Nature Research Group)1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].1.2 the Licence Agreement Continuing Access Journals: During the Term, Licensee shall have access to the Continuing Access Journals listed in Section 3.1 first published during the Term. After the Term, Licensee shall have Continuing Access to the Continuing Access Journals first published during the Term, subject to all the terms and conditions of the Licence Agreement.1.3 Backfile Access During the Term: In addition, during the Term only, Licensee will be granted access to the Content of the Continuing Access Journals titles published beginning four years prior to the Commencement Date (or, if later, first date of publication).2. Cessation of Publication; Transfers2.1 If 3% or more of the Continuing Access Journals cease to be published by Licensor during the Term, upon Licensee’s written request, Licensor will, at Licensor’s sole option, offer to Licensee (1) access to additional Content not presently licensed to Licensee, with an approximate value equal to or greater the value of the discontinued Continuing Access Journal, or (2) a credit toward any future acquisition of a Product in the amount of the value of the discontinued Continuing Access Journal. The value of any discontinued Continuing Access Journal will be determined by Licensor in good faith, taking into account factors which may include, without limitation, number of articles, number of pages, impact factor, usage factor, list price, or any other formula including any or all such factors, subject to negotiation with Licensee.2.2 If Licensor’s publishing rights to a Continuing Access Journal are transferred to another publisher, Licensor will use commercially reasonable efforts to provide Licensee with access to the Content of the Continuing Access Journal licensed under these Product Terms either (a) online on the Platform, (b) online on the new publisher´s website, or (c) offline by providing the same on a digital storage medium. In case of (c) above, use of the Subscribed Journal shall be subject to the terms of the Licence Agreement, except for Sections 4.3 and 4.4 of the General Terms and Conditions. If Licensor is unable to do any of the foregoing, Section 2.1 above shall govern.3. Content3.1 In addition to the Continuing Access Journals, on a one-time basis only, Licensee will be granted access to the Content of the titles set forth in Section 3.3 published in the 12-month period immediately preceding the Term.3.2 [For 2017 renewals only – delete if not applicable: For Licensees renewing Continuing Access Journals from Nature Publishing Group (renewal from immediately preceding year), access will be granted to all Content of the Continuing Access Journals beginning 2012 (or, if later, first date of publication).]License ID: Single Title Journal Subscriptions (Nature Research Group) 15 3.3 Continuing Access Journals[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Title ISSN electronic Year1.2.3.4.5.6.License ID: Single Title Journal Subscriptions (Nature Research Group) 16 Product Terms Springer Journal Archives1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall continue subject to all terms and conditions of the Licence Agreement.2. Content: Springer Journal Archives*[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title Springer Journal Springer Springer Volumes ISSN ISSN No. Archives Title Journal Journal [Optional] electronic print Archives Archives First Year Last Year1.2.3.4.5.*While Licensor makes all reasonable effort to ensure completeness of the Springer Journal Archives Titles, certain issues of certain selected Springer Journal Archives Titles may not be included. [Insert if applicable] However, Licensor will ensure that [choose one: 95% (for update package) OR 98% (for full package)] of the Springer Journal Archives set out above are accessible.]License ID: Springer Journal Archives 17 Product Terms Journal Archives (Nature Research, Palgrave Macmillan, and Scientific American)1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall continue subject to all terms and conditions of the Licence Agreement.2. Content: Nature Journal Archives[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title Nature Journal Nature Nature Volumes ISSN ISSN No. Archives Title Journal Journal [Optional] electronic print Archives Archives First Year Last Year 1. 2. 3. 4. 5.License ID: Nature Journal Archives 18 Product Terms eBook Collections1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on t [insert date].1.2 After expiration of the Term, Licensee shall have Continuing Access to the eBook Collections indicated in Section 3, subject to all terms and conditions of the Licence Agreement.2. Estimated Titles [Delete if not applicable]The License Fee is based on the inclusion of the Estimated Number of Titles (as referenced in the table in Section 3. in the licensed eBook Collections. If the total number of eBooks in the eBook Collections licensed under these Product Terms is less than 97% of the estimated number of titles for all licensed eBook Collections, Licensor shall, at Licensee’s request, offer Licensee a credit toward either (a) current access to an additional online product, or (b) future acquisition of an eBook Collection or any other online product, in an amount equal to 1% of the License Fee for each full percentage point that the actual number of titles is below 97% of the estimated number of titles for all licensed eBook Collections. [Only applicable to multi-year agreements containing eBook Collections for subsequent years; delete if not applicable. Major new title list acquisitions during the Term are not included in the license grant under these Product Terms.]3. Content: eBook Collections[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.] eBook Collections eBook Collection Estimated Number of Titles Fee Year1. [current] [insert number]2. 2015 [insert number] OR See eBook title list on www.springer.com/ebooks4. (etc.)5.License ID: eBook Collections 19 Product Terms Book Archives1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall continue subject to all terms and conditions of the Licence Agreement.2. Content: Book Archives[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.][DELETE ALL SUBJECT COLLECTIONS NOT LICENSED. DELETE NUMBER OF TITLES IN THE COLUMNS WHICH ARE NOT LICENSED, AND AMEND REMARK TO “not licensed” THOSE WHICH ARE NOT LICENSED. REMARK “licensed” AND TITLE COUNT ONLY IN THE COLUMNS FOR THE YEARS WHICH ARE LICENSED. IF ALL YEARS ARE LICENSED; DELETE THE COLUMNS NOT APPLICABLE, AND ONLY KEEP THE FIRST COLUMN “All years”. IF ALL SUBJECT COLLECTIONS LICENSED THEN ALL LINES IN THE GRID SHOULD BE LEFT IN]All years Titles before Titles 1990- Titles 2000-2004 (Estimated 1990 1999 (Estimated (Estimated Springer Book Archives Subject Number of (Estimated Number of Number of Collection (English) Titles)* Number of Titles)* Titles)* Titles)* Behavioral Science licensed (1,403) licensed (722) licensed (487) licensed (194) Biomedical and Life Science licensed (7,849) licensed (3,632) licensed (3,009) licensed (1,208) Business and Economics licensed (3,072) licensed (868) licensed (1,400) licensed (804) Chemistry and Materials licensed (4,356) licensed (1,958) licensed (1,614) licensed (784) Science Computer Science (includes licensed (6,350) licensed (857) licensed (2,719) licensed (2,774) APress) Earth and Environmental licensed (2,571) licensed (847) licensed (1,075) licensed (649) Science Engineering licensed (4,021) licensed (973) licensed (1,769) licensed (1,279) Humanities, Social Science & licensed (5,638) licensed (3,317) licensed (1,364) licensed (957) Law Mathematics and Statistics licensed (7,362) licensed (2,989) licensed (2,665) licensed (1,708) Medicine licensed (7,523) licensed (3,621) licensed (2,566) licensed (1,336) Physics and Astronomy licensed (6,403) licensed (3,060) licensed (2,229) licensed (1,114)All years Titles before Titles 1990-1999 Titles 2000-2004 (Estimated 1990 (Estimated (Estimated Springer Book Archives Number of (Estimated Number of Number of Subject Collection (German) Titles)* Number of Titles)* Titles)* Titles)* Business and Economics licensed (11,072) licensed (3,675) licensed (4,462) licensed (2,935)License ID: Book Archives 20 All years Titles before Titles 1990-1999 Titles 2000-2004 (Estimated 1990 (Estimated (Estimated Springer Book Archives Number of (Estimated Number of Number of Subject Collection (German) Titles)* Number of Titles)* Titles)* Titles)* Computer Science and licensed (11,026) licensed (6,602) licensed (3,088) licensed (1,336) Engineering Humanities, Social Science licensed (12,239) licensed (6,885) licensed (3,103) licensed (2,251) Life Science and Basic licensed (10,058) licensed (704) licensed (1,816) licensed (7,538) Disciplines Medicine licensed (9,049) licensed (6,355) licensed (1,795) licensed (899)Palgrave Book Archives (English) Estimated Number of Titles* Palgrave Business & Management Collection licensed (569) Palgrave Economics & Finance Collection licensed (1,612) Palgrave History Collection licensed (2,565) Palgrave Language & Linguistics Collection licensed (51) Palgrave Literature & Performing Arts Collection licensed (1,586) Palgrave Political & Intern. Studies Collection licensed (1,876) Palgrave Religion & Philosophy Collection licensed (386) Palgrave Social & Cultural Studies Collection licensed (834)*The title lists are available at http://www.springer.com/MARC.The License Fee is based on the inclusion of the number of Titles in the respective Book Archives Collections. If the total number of eBooks in the eBook Collections licensed under these Product Terms is less than 97% of the estimated number of titles for all eBook Collections in total, Licensor shall, at Licensee’s request, offer Licensee either (1) a credit towards any future acquisition of an eBook Collection or any other online product, or (2) current access to an additional online product not presently licensed to Licensee, in either case in an amount equal to the average price per title under these Product Terms multiplied by the shortfall in the number of titles. [Only applicable to multi-year agreements containing eBook Collections for subsequent years; delete if not applicable. Major new title list acquisitions during the Term are not included in the license grant under these Product Terms.License ID: Book Archives 21 Product Terms Book Series1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].1.2 After expiration of the Term, Licensee shall have Continuing Access to the Content indicated in Section 2.1, subject to all terms and conditions of the Licence Agreement. [Delete if only current Copyright Year is licensed: Access to the Book Series set forth in Section 2.2 shall cease upon expiration of the Term. ]2. Content2.1 Subscribed Book Series[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Book Series Title ISSN electronic Copyright Year Fee [n/a]1.2.3.2.2 [Delete if only the current Copyright Year is licensed] In addition, Licensee will be granted access to books included in the Book Series Titles set forth in Section 2.1, beginning [Choose 1997 OR 2005].License ID: Book Series 22 Product Terms Springer Book Series Archives1. Term The Term shall begin on [insert date] (the “Commencement Date”) and shall continue subject to all terms and conditions of the Licence Agreement.2. Content: Springer Book Series Archives[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Springer Book Series Springer Book Springer Book ISSN ISSN Archives Title Series Series Archives electronic print Archives Last Year First Year 1 . 2 . 3 . 4 .License ID: Springer Book Series Archives 23 Product Terms eReference Works1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].1.2 After expiration of the Term, Licensee shall have Continuing Access to the Content indicated in Section 2, subject to all terms and conditions of the Licence Agreement.2. Content: eReference Works[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title ISBN electronic Year1.2.3.4.5.6.License ID: eReference Works 24 Product Terms SpringerReference SpringerReference DE1. Term:The Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content:[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Products below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]SpringerReference ☒SpringerReferenceDE ☐2.1 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: SpringerReference/SpringerReference DE 25 Product Terms Palgrave Macmillan Reference1. Term and Continuing Access1.1 The Term shall begin on [insert date] (the “Commencement Date”).1.2 For Access Only and Subscription Licenses, the Term shall end on [insert date].1.3 For Archive Licenses, the Term shall continue subject to all terms and conditions of the Licence Agreement.1.4 For Subscription Palgrave Macmillan Reference indicated in Section 2, Licensee shall have Continuing Access after expiration of the Term, subject to all terms and conditions of the Licence Agreement.2. Content2.1 Palgrave Macmillan Reference[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Access Only Subscription ArchiveStatesman’s Yearbook ☐ ☐ ☐Dictionary of Economics ☐ ☐ ☐International Historical ☐ ☐ ☐ StatisticsThe Palgrave Encyclopedia ☐ ☐ ☐ of Strategic Management2.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Palgrave Macmillan Reference 26 Product Term Paid Trial1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content: Paid Trial Content [Delete any Content category if not applicable][In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.] eBook Collections eBook Estimated Number Fee Collection of Titles Year1. [current] [insert number]2. 2015 [insert number] OR See eBook title list on www.springer.com/e books3. 2014 [insert number] OR See eBook title list on www.springer.com/e books4. (etc.)[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Title No. Journal Title ISSN Year Fee electronic1.2.3.4.License ID: Paid Trial 27 Product Terms Nature.com Complete1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content a. All journal Content available on nature.com (excluding any new title first published in 2016 or 2017, and in subsequent years, for the first 36 months following the launch of such title).[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee.] b. Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Nature.com Complete 28 Product Terms Nature.com Content on Demand1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end after [choose one: one OR two] years after the Commencement Date.2. Maximum Downloads: [Insert number]3. Access to Content on Demand3.1 Access of Authorized Users to the Content will be [choose one: mediated (requires user name and password) OR unmediated (IP recognition).] 3.2 A single “Download” shall mean any of the following within a 24-hour period: use, access, display, and/or download of one article.3.3 Authorized Users are entitled to the number of Downloads of the Content (the “Maximum Downloads”) set forth above.3.4 If usage exceeds the Maximum Downloads during the Term, Licensor may suspend access to the Content. No refund will be given if the Maximum Downloads have not been reached at the end of the Term.4. ReportingLicensor will make available to Licensee a means to allow Licensee to monitor current number of Downloads via the Platforms or otherwise. 5. Content5.1 Content On DemandFor the purpose of these Product Terms, Licensor makes available certain Content from Nature.com (excluding Scientific American) from which Authorized Users may access individual items, subject to the terms above (“Content on Demand”). For clarity, under these Product Terms, the grant of rights set forth in Section 2 of the General Terms and Conditions applies only to Downloads, as defined above. Licensor reserves the right to make the Content on Demand available via other Platforms upon 30 days’ notice to Customer.[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee.] 5.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Content on Demand 29 Product Terms Springer Nature Protocols and Methods1. Term1.1 The Term shall begin on [insert date] (the “Commencement Date”).1.2 For Access Only Licenses, the Term shall end on [insert date].1.3 For Subscription Licenses, Licensee shall have Continuing Access after expiration of the Term, subject to all terms and conditions of the Licence Agreement.1.4 For Archive Licenses, the Term shall continue subject to all terms and conditions of the Licence Agreement.2. Content2.1 Springer Nature Protocols and Methods[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Years Access Only Current Year Archive SubscriptionPrior Year Archive ArchiveSpringer Protocols 2017-1980 ☐ 2017 ☐ 2016 ☐ 2015-1980 ☐Nature Methods 2017-2004 ☐ 2017 ☐ 2016 ☐ 2015-2004 ☐Nature Protocols 2017-2006 ☐ 2017 ☐ 2016 ☐ 2015–2006 ☐2.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Springer Nature Protocols 30 Product Terms SpringerMaterials1. Term1.1. The Term shall begin on [insert date] (the “Commencement Date”).1.2. For Access Only and Subscription Licenses, the Term shall end on [insert date].1.3. For Subscription Licenses, Licensee shall have Continuing Access after expiration of the Term, subject to all terms and conditions of the Licence Agreement.1.4. For Archive Licenses, the Term shall continue subject to all terms and conditions of the Licence Agreement.2. Content2.1 SpringerMaterials[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Access Only Current Year Archive SubscriptionSpringerMaterials Full Database 2017 Landholt- Landolt-Börnstein through 2017 ☐ Börnstein ☐ through 2016 ☐2.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: SpringerMaterials 31 Product Terms SPRESI1. TermThe term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date] (the “Term”).2. Maximum DownloadsLicensee is authorized under the Licence Agreement to download a maximum number of 10,000 structures/reactions per Authorized User/per year and to store and print them.3. Content[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee.]3.1 SPRESI3.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.3.3License ID: SPRESI 32 Product Terms Nano1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee.]2.1 Nano database2.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: Nano 33 Product Terms zBMath1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Content:[In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee.]2.1 zBMath database2.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.License ID: zBMath 34 Product Terms AdisInsight1. TermThe Term shall begin on [insert date] (the “Commencement Date”) and shall end on [insert date].2. Reports[Select Standard Rights OR Distribution Rights, delete whichever Section is not applicable]Standard rights: In addition to the rights granted to Licensee in the General Terms and Conditions, Licensor hereby grants Licensee the non-exclusive, non-sublicensable and non-transferable right to create reports which may include individual items from the selected Modules solely for Licensee’s own internal purpose in connection with its own business, and not in connection with providing such reports or any data or service to any third party. Such reports may be in print or electronic format.Distribution Rights: In addition to the rights granted to Licensee in the General Terms and Conditions, Licensor hereby grants Licensee the non-exclusive, non-sublicensable and non-transferable right to create reports which may include individual items from the selected Modules (a) for Licensee’s own internal purpose in connection with its own business, and b) for its own customers for such customers’ own, internal use. Such reports may be in print or electronic format.3. [Delete if not applicable: Local Hosting]3.1 Licensee will be provided with the Modules selected below, and Licensee may install such Modules on one computer for each Authorized User as specified in Section 4. Licensor will make available periodic updates to the Modules selected below upon their general release. Licensee must install such updates promptly, immediately cease usage of the prior version, and is solely responsible for any damage caused by late or missing installation of such updates. Licensee is aware that any update made available by Licensor may contain critical information, and that failure to immediately install updates may result in significant harm. Sections 4.3 and 4.4 of the General Terms and Conditions do not apply.3.1.1 Security. Customer will (i) use reasonable (at least industry-standard) physical, administrative, organizational and technical measures to protect the security of the Content in its possession or control, and (ii) conduct regular network vulnerability assessments of its security systems, (iii) maintain a written security plan, (iv) maintain a documented maintenance and security patch process, (v) maintain membership in one or more industry-recognized security alert organizations, such as Bugtraq, regularly monitor such alerts, and respond to such alerts in a timely fashion, and (vi) submit to an annual SSAE-16 Type II security audit, and provide Licensor with a copy of an unqualified audit report annually upon request.Customer will allow Licensor or its representative to conduct a security audit and/or site inspection upon not less than ten (10) calendar days’ notice, during normal business hours. Customer will cooperate fully with any audit, including providing access to its systems, facilities and any third-party hosting facility upon request.Customer will immediately notify Licensor of any breach or suspected breach of security (including without limitation any unauthorized use, disclosure or acquisition of or access to the Content) pursuant to the Licence Agreement (each a “security breach”) of which CustomerLicense ID: AdisInSight 35 becomes aware. In the event of an actual or suspected security breach, or in the event of repeated or routine infringement of intellectual property rights in the Content as a result of hosting of the Content, Licensor may, by notice, effective immediately, suspend the right to host the Content until all security problems have been resolved to Licensor’s reasonable satisfaction. Customer agrees that any breach of this clause may cause immediate and irreparable harm to Licensor for which money damages may not constitute an adequate remedy. Therefore, Customer agrees that Licensor may obtain injunctive or other equitable relief for any such violation, in addition to remedies at law, without proof of actual damages and without the necessity of posting a bond.3.1.2 Customer shall submit usage data to Licensor at the end of each calendar month, which shall be in accordance with the COUNTER code of practice as available on Project COUNTER’s website at www.projectcounter.org.3.1.3 Customer shall, upon notice by Licensor, within 3 business days, edit, amend or retract any part of the Content to which Licensor no longer retains the right to publish or which Licensor reasonably believes may give rise to a legal claim.4. Content:4.1 AdisInsight4.2 Section 2.1.3 of the General Terms and Conditions is not applicable to these Product Terms.Notwithstanding anything to the contrary in the General Terms and Conditions, Authorized Users are limited to the number of Authorized Users of Licensee indicated below. [In case of multiple Licensees only: If not all Licensees license this Product, list each individual Licensee. Table below must be copied to list subscribed Content for each Licensee if subscribed Content varies by Licensee.]Database Module(s) Number of Authorized Users [OR] choose “all”AdisInsight Drugs ☐Trials ☐Safety ☐Deals ☐License ID: AdisInSight 36 Product Terms Text and Data Mining“ Text and Data Mining” (“TDM”) means (i) performing automated searches, selection of content, and structured analyses of content including data embodied therein, (ii) the sorting, parsing, addition or removal of linguistic structures, and the selection and inclusion of discrete parts of content into another form for purposes of classification or recognition of relations, patterns, and associations, and (iii) the extraction, alternative representation or translation, expression or discussion of any extracts from mined content, whether in the form of a direct extraction or a representation in any form.“TDM Materials” means the materials, data and information created for or during TDM based on the Content.“ TDM Output” means the data and information which is the result of any TDM, excluding, however, any verbatim duplication of the Content in whole or in part.1. TDM LicenseLicensor hereby grants Licensee and its Authorized Users the following rights:1.1 the right to download (manually or through automated means)and/or extract information from the Content to which the Licensee has access rights under the Licence Agreement for the purpose of TDM to a server only accessible to Authorized Users and Licensee (an “Internal Server”), and to perform TDM on such Content and/or TDM Materials for the duration of a specific TDM project.1.2 the right to internally store electronic copies of the Content and the TDM Materials to the extent necessary to ensure efficient use by Authorized Users in connection with their work on a TDM project. Such storage shall be limited to the duration of the TDM project only. Copies of Content and the TDM Materials shall be deleted promptly after the end of each TDM project.1.3 the right to make the TDM Output available to third parties, subject to the limitations set forth in these Product Terms.2. Prohibited usesThe prohibited uses applicable to Licensee’s use of the Content set forth in Section 3 of the General Terms and Conditions shall apply to the license grant hereunder. For the avoidance of doubt, for purposes of Section 3.1.4, one request per second is not deemed likely to burden the Platforms. Without limiting the foregoing, Licensee and its Authorized Users may not (i) create derivative products or services that would compete with or negatively affect Licensor or Licensor’s Affiliates products or services, or otherwise commercially use or allow commercial use of the TDM Output, (ii) allow a third party to access or use any TDM Materials, (iii) perform TDM for a third party, or (iv) store, or permit storage of, Content or TDM Materials on any server other than an Internal Server.This Section 2 shall survive any expiration or termination of the Licence Agreement, howsoever arising.3. Security, Formats and Delivery Mechanisms3.1 Licensee will (i) use reasonable (at least industry-standard) physical, administrative, organizational and technical measures to protect the security of the Content downloaded forLicense ID: Text and Data Mining 37 TDM purposes and the TDM Materials in its possession or control, (ii) conduct regular network vulnerability assessments of its security systems, (iii) conduct an annual security audit, (iv) maintain a written security plan, (v) maintain a documented maintenance and security patch process, (vi) maintain membership in one or more industry-recognized security alert organizations, such as Bugtraq, regularly monitor such alerts, and respond to such alerts in a timely fashion, and (vii) at Licensor’s request, permit Licensor to review Licensee’s network vulnerability assessments, security audit report, security plan, maintenance and security patch process, and maintenance and patching records.3.2 Sections 5 .2 – 5.3 of the General Terms and Conditions shall apply with respect to the TDM Materials.3.3 Usage of personal data contained in the Content may be subject to applicable data protection laws. Licensee must ensure that any intended use is in compliance with such laws.3.4 Licensor does not make any warranty nor give any assurance as to the suitability or availability of the Platforms for carrying out TDM.4. Breach and Termination4.1 Breach: If Licensee breaches its obligations under these Product Terms, Licensor may, in its sole discretion, terminate either (i) this Text and Data Mining License only or (ii) the Licence Agreement, in each case in accordance with Section 7 of the General Terms and Conditions. In addition to, and without prejudice to any contractual rights and/or remedies under applicable law, Licensor retains the right to suspend access to the Content in the event that Licensor determines, in its reasonable judgment, that Licensee or its Authorized Users are in breach of any of the conditions of these Product Terms.4.2 Removal of locally-loaded copies of Content and/or TDM Materials: Upon termination of the Text and Data Mining License under Section 4.1 above or upon expiration or termination for any reason of the entire License Agreement, Licensee shall procure the destruction of any copies of the Content and/or TDM Materials which may be locally loaded. Upon Licensor’s request, no later than 30 days after such termination, Licensee shall provide a statement of destruction signed by an authorized officer of Licensee.[In case of multiple Licensees only: If not all Licensees license this Product, list each individual LicenseLicense ID: Text and Data Mining 38 General Terms and Conditions for Electronic Products These General Terms and Conditions are part of and incorporated into the Licence Agreement by and between Springer Customer Service Center GmbH, Tiergartenstrasse 15 – 17, 69121 Heidelberg, Germany (“Licensor”) and Customer (for itself, and if applicable, on behalf of the Licensees listed in Attachment 1).1. Definitions 1.11 “ Platforms” means Licensor’s websites and other content delivery systems used by Licensee and 1.1 “Affiliate” means a party controlling, controlled by, Authorized Users to access Licensor’s content pursuant to or under common control with another party, where the Licence Agreement. “control” means the direct or indirect ownership of at least 1.12 “ Product” means the specific category of fifty percent (50%) of the stock or other equity interest of a Content identified in individual Product Terms. party. 1.13 “ Product Terms” mean the terms and conditions 1.2 “Access Only” means that Licensee’s access to the applicable to specific categories of Content. specified Content is limited to the Term only. 1.14 “ Term” means the effective period of the Licence 1.3 “Archive Content” means Content which is licensed Agreement for an individual Product, as set forth in the under a Product Term in which the Term begins at the Product Terms, including any renewal term. Commencement Date and continues, without an end date, subject to all terms and conditions of the Licence 2. Grant and Scope of License Agreement. 2.1 Subject to Licensee’s compliance with the Licence 1.4 “ Authorized Users” means Licensee’s full- and Agreement, and except as otherwise stated herein, part-time faculty members, students, staff, researchers, Licensor hereby grants Licensee a non-exclusive, contractors (provided that use by a contractor of Licensee revocable and non-transferrable license to: is authorized solely to the extent it is for the benefit of Licensee, and not for the benefit of the contractor or any 2.1.1 permit Authorized Users to access the Content third party), and authorized walk-in users. for the duration and as permitted in the Licence Agreement; 1.5 “Commencement Date” means the date from which Licensee is granted access to the Content under individual 2.1.2 incorporate links on Licensee’s intranet Product Terms with respect to the Content identified in websites to the Content in full text format on the such Product Terms. Platforms; 1.6 “ Content” means the journals, books, archives, 2.1.3 transmit to a non-commercial library single databases and all other materials identified in the Product items of Content only for personal educational, Terms and which are licensed to Licensee under the scientific, or research purposes. Such transmission Licence Agreement. shall be by post, fax or secure electronic transmission, e.g. Ariel or NILDE; the electronic file must retain the 1.7 “Continuing Access” means Licensee’s continuing relevant copyright notice and be deleted immediately access to the Content after the Term, subject always to all after printing. The right set out in this clause does not provisions of the Licence Agreement, excluding, however, extend to centralized ordering facilities, such as the obligation to pay License Fees. document delivery systems, nor the distribution of 1.8 “ Customer” means the party identified as copies in such quantities as to substitute for a “Customer” in Attachment 1 of the License Details. subscription or purchase of the distributed Content. 1.9 “Licensee” means each of the parties identified as 2.2 Authorized Users may solely for their personal “Licensee” in the License Details. educational, scientific, or research purposes: 1.10 “ Licensor” means Springer Customer Service 2.2.1 access (including by remote access, with the Center GmbH, acting on its own behalf and/or on behalf of exception of walk-in-users), browse, view, collate, certain of its Affiliates. display, search and retrieve the Content,License ID: General Terms and Conditions Academic- ROW 39 2.2.2 download, store on a hard drive or removable 4.3 Where feasible, Licensor shall collect data on usage media drive, print and copy in paper and digital form of the Content and process these according to the single articles, chapters or other individual items of COUNTER Code of Practice and according to applicable the Content, privacy and data protection laws (the “Usage Data”). The Usage Data will be made available for download by 2.2.3 use single articles, chapters or other individual Licensee through a secure website, provided that these items of the Content for the preparation of academic statistics are strictly for the Licensee’s own internal use course materials with all rights notices duly presented. and Licensor shall not be required to disclose any 3. Prohibited Uses information to the Licensee which it is prohibited from disclosing to the Licensee due to any legal or regulatory 3.1 Neither Licensee nor Authorized Users shall: constraint imposed upon it, including without limitation any 3.1.1 remove, obscure or alter any copyright or other applicable privacy or data protection legislation or notices, trademarks, logos, service marks or any other regulations or contractual obligations. proprietary rights appearing in or on the Content, 3.1.2 except as permitted by applicable law or the 4.4 Licensor shall use commercially reasonable efforts to Licence Agreement, update, change, revise, adapt, provide online access to the Content through the modify, translate, transform or create any derivative Platforms, subject to periodic unavailability due to (a) work of the Content, unexpected technical issues outside of Licensor’s control, and (b) server and software maintenance; and to restore 3.1.3 except as permitted by Section 2 or by access to the Content as promptly as possible in the event applicable law or the Licence Agreement, re- of an interruption or suspension of access to the distribute, reproduce, or transmit the Content by any Platforms. In the event that Licensor ceases to provide means including electronic (e. g., via e-mail, FTP) nor access to Continuing Access and/or Archive Content as a post it on personal or public websites or on public standard offering through the Platforms, Licensor may networks, except in cases when expressly allowed in provide such Content to Licensee on physical media, or writing and enabled by Licensor, through other means, which may include, without 3.1.4 systematically download any Content, use limitation, access through the digital preservation services routines designed to continuously and automatically referred to in Section 4.5 below, to the extent Licensor’s search and index the Content (full text and meta rights to the Content permit. data), such as web-crawling or spider programs or engage in any activity likely to burden the Platforms, 4.5 Licensor cooperates with a number of digital except as expressly allowed in the Licence preservation services provided by e.g. CLOCKSS, Agreement, LOCKSS and Portico for the preservation of certain online products of Licensor. In the case of a triggering event set 3.1.5 directly or indirectly use or assist any third party forth in Licensor’s agreements with the digital preservation to use the Content for any commercial or monetary services, Licensee may be entitled to access the Content purposes including without limitation any sale, resale, pursuant to such agreements. It is in Licensor’s sole loan, transfer or upload of the Content to a discretion to enter into or to continue such agreements. commercial entity’s internet website, or otherwise charge a fee for access; or 4.6 Licensor reserves the right to discontinue publication 3.1.6 otherwise use the Content in a manner that or distribution of any part of the Content and to withdraw, would infringe the copyright or other proprietary rights edit, amend or retract any part of the Content to which it contained therein. no longer retains the right to publish or which it reasonably believes is incorrect or may give rise to a legal claim. 4. Rights and Obligations of Licensor 4.7 Licensor retains all right, title, and interest in and to the Content, and any trademarks, patent rights, 4.1 Licensor may control access to the Content through copyrights, and rights to any ideas and designs relating to Internet Protocol (“IP”) authentication or another the Content, the Platforms, and all software used to identification method reasonably determined by Licensor. access the same. 4.2 Licensor reserves the right to monitor, investigate and analyze all available data including logfiles to detect 5. Rights and Obligations of Licensee misuse of the Content. 5.1 Licensee shall at all times implement current industry standard physical, administrative, and technical measures40 to (a) restrict access and use of the Content to Authorized 6.3 The License Fee, or any portion thereof, may be Users as permitted under the Licence Agreement, (b) invoiced by a Licensor Affiliate, or by an agent designated maintain the security and integrity of the Content by Licensor. Payment will be deemed made when accessible on or through Licensee’s network, and (c) received (i) by Licensor, (ii) a Licensor Affiliate, (iii) an ensure that all Authorized Users are notified of and agent designated by Licensor, or, (iv) with Licensor’s prior comply with the usage restrictions set forth in the Licence written consent, an agent designated by Licensee. Agreement. Licensee shall terminate access for any individual who ceases to be an Authorized User for any 7. Term and Termination reason. Licensee shall obtain, if applicable, all necessary approvals and consent from Authorized Users for transfers 7.1 Either Licensor or Customer may terminate the of personal data to Licensor. Licence Agreement immediately upon notice in to the other party if the other party (including, with respect to 5.2 Licensee shall promptly inform Licensor of any Customer, an individual Licensee) materially breaches breaches in security in Licensee’s network or its accounts the Licence Agreement and fails to cure such breach which may result in unauthorized access to the Content. within thirty (30) days after notice from the non-breaching 5.3 If Licensee becomes aware of any unauthorized use party specifying the breach in reasonable detail. of the Content by an Authorized User or third party, 7.2 Either Licensor or Customer may terminate the Licensee shall immediately inform Licensor and shall take Licence Agreement immediately upon notice to the other appropriate steps to ensure that such activity ceases and party (including, with respect to Customer, an individual to prevent its recurrence, including, but not limited to, Licensee) if (a) a petition in bankruptcy or for a terminating access of any Authorized User accessing or reorganization or arrangement pursuant to the using the Content in violation of the Licence Agreement. bankruptcy laws is filed by the other party, or (b) a petition in bankruptcy or for reorganization or 6. License Fees arrangement pursuant to the bankruptcy laws is filed against the other party and such petition is not dismissed 6.1 Customer shall pay the fees set forth in the Licence within 90 days, or (c) an order is entered directing the Agreement (the “License Fees”). Delayed payments shall liquidation of the other party, or (d) the other party be subject to interest charges at the interest rate of the becomes insolvent, or (e) the other party assigns all or Reserve Bank of Australia. The Customer has the right to substantially all its assets for the benefit of creditors, or prove that the actual damage incurred by its default is (f) the other party shall apply for, or consent to, the less than as set forth in the second sentence of this appointment of a receiver, trustee or liquidator for all, or a Section 6.1, and will then only be obliged to pay the substantial part, of its assets, or (g) the other party actual damage. ceases paying its debts on a regular basis, unless 6.2 All amounts payable by Customer shall be exclusive prohibited by applicable law. of any sales, use, withholding, value added or similar 7.3 In the event Customer fails to pay the License Fee taxes, government fees or levies or other assessments. for Content provided under one or more Product Terms, Collection and/or, remittance of such taxes to the relevant and fails to cure such non-payment within 30 calendar tax authority shall be the responsibility of the party who days following notice from Licensor, Licensor may, in its has the legal obligation to do so. sole discretion, either (a) immediately and without further notice suspend access to the Content licensed under If, based on applicable law, any sales, value added or such Product Terms or (b) terminate the Licence similar taxes are or become chargeable, Customer will Agreement pursuant to Section 7.1, either in its entirety, reimburse Licensor by means of paying an amount equal or solely with respect to the Content licensed under such to the amount of such taxes in addition to and at the same Product Terms. time as paying the principal amounts. Licensor shall provide to Customer an appropriate invoice as required 7.4 Licensor may suspend the provision of the Content to a Licensee with immediate effect on notice if Licensor by law. If, based on applicable law, any withholding or has reasonable grounds to believe that Content is being similar taxes are or become chargeable, Customer is not used in a manner contrary to the terms of the Licence entitled to deduct these taxes from the principal amounts. Agreement, without prejudice to any other rights Licensor Customer shall remit these to the competent tax authority may have at law or in equity. and shall provide Licensor with appropriate evidence of the remittance. 7.5 In the event of termination or expiration of the Licence Agreement for any reason (a) the license grantLicense ID: General Terms and Conditions Academic- ROW 41 shall terminate with regard to the Content, (b) Licensee 8. Confidentiality shall discontinue accessing the Content via the Platforms, and (c) Licensee shall delete or destroy all The Licence Agreement is the confidential and proprietary copies of the Content on electronic and physical storage information of Licensor (collectively, the “Confidential mediums. At Licensor’s request, Licensee shall provide a Information”). Confidential Information shall not include certificate executed by an officer of Licensee attesting any information which at the time of disclosure is (a) that such deletion or destruction has been fully known to the recipient independently of the Licence effectuated. For clarity, however, the first two sentences Agreement without a breach of any confidentiality of this Section 7.5 do not apply upon expiration of the obligation; (b) is in the public domain; (c) is made Term of a Product with Continuing Access specified in available to the recipient at any time by an independent the applicable Product Terms. All indemnification, third party which has not obtained it directly or indirectly in confidentiality, and payment obligations in the Licence breach of any obligation of confidentiality to Licensor. Agreement up to the termination date shall survive such Customer and Licensee agree to keep the Confidential termination or expiration. Information strictly confidential and shall not disclose it to 7.6 Any termination right under this Section 7 may be any third party except: (a) to officers, accountants, exercised by or against Customer, or an individual attorneys, insurers, or agents of Customer and Licensee Licensee, provided that in the case of termination by who have a need to know the Confidential Information in Licensor with respect to an individual Licensee, or order to permit Customer and Licensee to exercise its termination by an individual Licensee with respect to rights or fulfill its obligations under the Licence Agreement, Licensor, the Licence Agreement shall remain in effect and who are bound by a legal obligation of confidentiality with respect to all other Licensees. with respect to the Confidential Information, (b) as required by law, or (c) pursuant to a properly issued subpoena, any order of any court, or other authority or governmental agency with the authority to obtain information regarding the Licence Agreement. If Customer or Licensee is requested to disclose any Confidential Information pursuant to (b) or (c) above, it shall immediately notify Licensor of such request, to the extent legally permissible give Licensor a reasonable opportunity to challenge the disclosure, and provide Licensor reasonable assistance in seeking a protective order or in connection with other measures to ensure that the recipient of the Confidential Information keeps it confidential. 9. Representations, Warranties, Indemnification9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the Licence Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under the Licence Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or42 modification of the Content or its merger with any other 10. General program by any person other than Licensor. 10.1 Licensor may assign its rights or delegate its 9.3 Licensor shall defend, indemnify, and hold harmless obligations under the Licence Agreement, or any part Licensee and its Affiliates, successors and assigns from thereof, to (i) an Affiliate, (ii) a party acquiring all or and against any and all third party claims, demands, substantially all of Licensor’s assets, or (iii) as part of a obligations, costs, losses and liabilities, (including pledge of assets or similar arrangement in connection reasonable attorney fees if a defense is not provided by with credit agreements. Licensor may use Licensor, reasonable fees being such fees allowed by subcontractors without the prior consent of Customer or statutory law, if applicable) incurred by Licensee which Licensee. Licensor will require any such party to arise out of a violation of its representations and comply with Licensor’s obligations under the Licence warranties set forth herein, subject to the conditions that Agreement. the Licence AgreementCustomer or Licensee Licensee (a) notify Licensor immediately upon becoming may not assign its rights or delegate its obligations or any aware of any such third-party claim, (b) not attempt to part thereof under the Licence Agreementthe Licence compromise or settle the claim, (c) provide Licensor with Agreement without the prior consent of Licensor. Any all reasonably requested information and assistance, and attempt by Customer or Licensee to assign or delegate (d) permit Licensor to have sole conduct of the defense any rights or obligations set forth in the Licence and/or settlement of such claim with counsel of Licensor’s Agreement without Licensor’s prior consent shall be null choice at its expense. and void. 9.4 Except for the express warranties and indemnities 10.2 Except for any obligations to make payments to the stated herein and to the extent permitted by applicable other party hereunder, either party’s delay or failure to law, licensor provides the content "as is" and makes no perform any term or condition of the Licence Agreement other representation or warranty. Licensor expressly as a result of circumstances beyond its control such as, disclaims any liability for any claim arising from or out of but not limited to, wars, invasions, hostilities (whether war the content, including but not limited to any errors, is declared or not), terrorist threats or acts, epidemics, inaccuracies, omissions, or defects contained therein, and strikes, fires, floods, earthquakes, explosions, acts of God, any implied or express warranty as to merchantability or governmental restrictions, market manipulations, actions, fitness for a particular purpose. Licensor shall not be liable orders or laws, embargos or blockades in effect on or after for any special, incidental, consequential, punitive or the Effective Date of this Agreement, national or regional exemplary damages, even if it has been advised of the emergencies, power failures, or damage or destruction of possibility of such damages. Licensor’s liability for any and any network facilities or servers, shall not be deemed a all claims under this agreement is limited to the license breach of the Licence Agreement or a basis for liability. fees actually paid to licensor in the 12-month period immediately preceding the event giving rise to a claim. 10.3 If any covenant or other provision of the Licence Agreement is invalid, illegal or incapable of being 9.5 Customer represents and warrants that (a) it has the enforced, by reason of any rule of law or public policy, all requisite authority to enter into the Licence Agreement other covenants and provisions shall nevertheless remain and (b) if acting on behalf of Licensee, (i) it is fully and in full force and effect. unconditionally authorized so to act and to bind such entities to the Licence Agreement, and (ii) it has provided 10.4 Entire Agreement; Modification: The Licence a copy of the Licence Agreement to Licensee or afforded Agreement supersedes and replaces all prior agreements Licensee the opportunity to review all provisions of the and understandings, whether written or oral, between the Licence Agreement applicable to Licensee. parties concerning the subject matter hereof. The Licence Agreement constitutes the entire agreement between the parties concerning its subject matter and cannot be modified, nor may any or its provisions be waived, except when executed in written form and signed, or signed by DocuSign electronic signature, in each case by both parties, except that in the case of waivers or consents, the foregoing requirements shall apply solely to the party giving such waiver or consent.. Failure or delay of either party to enforce any of its rights under the LicenceLicense ID: General Terms and Conditions Academic- ROW 43 Agreement is not deemed a modification or a waiver by having jurisdiction for Heidelberg, Germany, as far as such party of any of its rights hereunder. legally permissible. 10.5 In case of a conflict or ambiguity between these 10.8 All notices given pursuant to the Licence Agreement General Terms and Conditions and the Product Terms, shall be in text form as stipulated in Section 126 b of the the Product Terms shall prevail. In the event the Licence German Civil Code (including but not limited to letters, Agreement is translated into a language other than facsimile, e-mail. Notice to Licensor shall be to the then- English, the English-language version of the Licence current licensing manager at the address set forth above Agreement shall prevail in the event of any conflict with a copy to Springer Nature, Licensing Control, Van between the English-language version and the translated Godewijckstraat 30, 3311 GX P.O. Box 17, 3300 AA version. Dordrecht, The Netherlands. Notice to Customer shall be to the address set forth in the License Details. Any notices 10.6 The Licence Agreement and the rights and given under the Licence Agreement must also be sent, on obligations of the parties hereto shall be construed, the day of dispatch by email to the recipient’s email interpreted and determined in accordance with the laws of address specified in License Details or the email address the Federal Republic of Germany without reference to the of the licensing manager, as the case may be. stipulations of the CISG (United Nations Convention on Contracts for the International Sale of Goods) or to 10.9 This contract is solely for Licensor’s, Customer’s Germany´s choice-of-law principle. and Licensee's benefit. It is not for the benefit of any other person, except for permitted successors and assigns 10.7 The parties acknowledge and agree that any under this contract. controversies and disputes arising out of the Licence Agreement shall be decided exclusively by the courts of or44

Attachment B to Master License Agreement

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