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<br /> <br />Clarivate Americas No Easy Renew (rev. 8/1/2022) Page 6 of 6 <br /> <br />11. Perpetual Archive License. Where you have perpetually licensed content from us through a <br />Perpetual Archive License (PAL), as set out in your Order, your PAL content may only be <br />revoked if you materially breach your Agreement, or if the licensed materials contain errors or <br />could be subject to an infringement or other adverse claim by a third party. Additionally, your <br />PAL content is maintained in the Clarivate platform subject to an annual Continuing Service Fee <br />(CSF). The CSF will be invoiced in arrears on your contract anniversary date. If you lose the <br />ability to access your PAL content online (e.g., if Clarivate discontinues online access services), <br />or if the PAL content are otherwise eligible for local loading, you may obtain digital copies upon <br />certifying that you will secure and restrict use of the PAL content as contemplated under your <br />Agreement, using systems and technology at least as protective as Clarivate’s. In the case of <br />audio files, any local access must be restricted by DRM and be limited to one (1) simultaneous <br />user (unless you track playbacks and make all royalty payments to copyright holders for <br />mechanical and performance rights). All use of locally-loaded materials continues to be subject <br />to this Agreement. You are responsible for any file transfer costs. <br />12. Data Mining. You may not text mine, data mine or harvest metadata from the Product. Your <br />ability to extract and compile data from locally-loaded copies of your PAL content is subject to <br />any content-specific restrictions. Where permitted, you may use content solely for your <br />teaching, learning, and research purposes. <br />13. Supplemental Terms. Some content included in the product has terms of use applicable <br />solely to such content. Content-specific terms are clearly displayed with the associated content <br />or embedded in the systems and technologies incorporated into the product. Where third -party <br />databases or content are subject to supplemental terms, such terms shall be clearly referenced <br />on the order form. Such supplemental terms shall not materially alter use of the product. <br />14. Authorized Users. “Authorized User” means, as it relates to your principal location and any <br />additional sites on your Order: <br />(a) For public libraries: library staff, individual residents of your reasonably defined geographic <br />area served, and walk-in patrons while they are on-site; and <br />(b) For schools and other academic institutions: currently enrolled students, faculty, staff, and <br />visiting scholars, as well as walk-in patrons while they are on-site. <br />(c) For corporate organization, your employees and independent contractors while performing <br />their work. <br />For clarity, ‘Authorized User’ excludes corporate affiliates, academic bookstores, non - <br />subscribing institutions, and alumni unless expressly included on the Order. <br />15. Governing Law and Jurisdiction. If you are a United States company, the laws of Delaware <br />(without regard to conflicts of laws) govern all matters arising out of or relating to this <br />Agreement and you consent to the jurisdictional venue in Delaware. If you are a Canadian <br />company, the laws of the Province of Ontario (without regard to conflicts of laws), and the laws <br />of Canada applicable therein, govern all matters arising out of or related to this Agreement and <br />you consent to the jurisdictional venue in Toronto in the Province of Ontario. The United <br />Nations Convention on Contracts for the International Sale of Goods does not apply to this <br />Agreement.