AMERICAN SOCIETY OF CLINICAL ONCOLOGY ONLINE SUBSCRIPTION AGREEMENT American Society of Clinical Oncology, Inc. ( ASCO ) Address [Name of Licensee] ( Licensee ) Address 2318 Mill Road, Suite 800 Alexandria, Virginia 22312 E-Mail customerservice@asco.org E-Mail In consideration of the mutual promises and covenants contained in this Online Subscription Agreement (this Agreement ) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the above-named parties (the Parties ) agree as follows: 1. Definitions. (a) Article means an individual document from the Licensed Products. (b) Authorized Sites means the locations identified in Schedule B. (c) Authorized Users means (1) persons affiliated with Licensee as employees, consultants, staff, faculty, directors, independent contractors, students or temporary employees; (2) if Licensee is a library or operates a library, authorized persons physically present in Licensee s library facilities; (3) research foundations organized and/or sponsored by Licensee; and (4) such other persons as ASCO may, at the request of Licensee and in ASCO s sole discretion, authorize in writing to access the Licensed Products, and whose conduct is subject to regulation by Licensee. (d) Invoice. Contract Year means the subscription year for the Licensed Products designated on the particular (e) Invoice means the invoice issued by ASCO or its authorized representative to Licensee setting forth the License Fee due pursuant to this Agreement. (f) Licensed Products means the ASCO online product(s) selected in Schedule A or otherwise paid for by Licensee pursuant to an Invoice. (g) Medical Information Purposes means use of the content from the Licensed Products to answer enquiries that are related to the Licensee s products or services from a third party. (h) Remote Access means access provided by Licensee via secured authentication means only to employees, consultants, onsite contractors or temporary employees of Licensee based at an Authorized Site who are not physically present at that Authorized Site. (i) Secure Network means a network (whether standalone or virtual within the Internet), which is accessible only to Authorized Users, approved by the licensee, whose identity is authenticated at the time of login and periodically thereafter consistent with best practice. (j) Service Date means the start date designated in the first Invoice of the applicable Contract Year issued under this Agreement by ASCO or its authorized representative to Licensee. 2. License Fee. As consideration for the rights granted by ASCO pursuant to this Agreement for the Initial Term, Licensee shall pay to ASCO the license fees set forth in the accompanying Invoice in accordance with the terms set forth therein. For any Renewal Term, Licensee shall pay to ASCO the license fees set forth in the Invoice for such Renewal Term, in accordance with the terms set forth therein. Each such license fee shall be referred to herein as the License Fee, and all shall collectively be referred to as the License Fees. 3. License. (a) License Grant. Subject to Licensee s compliance in all material respects with the terms and conditions of this Agreement, ASCO grants Licensee during the Term a non-exclusive, non-transferable, royalty- Rev. 11/2017 1
bearing, worldwide license to use and access the Licensed Products and to provide access to the Licensed Products electronically via a Secure Network only to Authorized Users at Authorized Sites or to Authorized Users via Remote Access in accordance with the terms and conditions of this Agreement. (b) Authorized Uses. Licensee and its Authorized Users may access and use the Licensed Products only for personal, internal, scholarly, and research purposes (as per Section 107 of the United States Copyright Law of 1976, as amended (the Copyright Law ), which outlines the guidelines for fair use) and only as follows: to (1) access, search, browse, and view the Licensed Products; (2) download and print individual Articles and make a reasonable number of photocopies of a printed Article (e.g., one per Authorized User); (3) forward PDF links of individual Articles to Authorized Users; (4) provide print or electronic copies of the Licensed Products to national or international regulatory authorities for the purposes of, or in anticipation of, regulatory approval or patent and/or trademark applications or other legal or regulatory purposes in respect of Licensee s products or services; and (5) provide print or electronic copies of individual Articles or parts of Articles taken from the Licensed Products relating to Licensee s products and services to individual third parties for Medical Information Purposes, so long as such copies carry without modification all copyright notices contained in the Licensed Products and such use is restricted to non-systematic fulfillment of medical information requests by individual third parties only. (c) Restrictions. Except as expressly permitted in this Agreement, Licensee and its Authorized Users may not: (1) download, reproduce, retain, or redistribute the Licensed Products or any journal or issue of a journal or any Article in the Licensed Products in its entirety or in any substantial or systematic manner, including, but not limited to, accessing the Licensed Products using a robot, spider, crawler, or similar technological device; (2) electronically host, publish, or distribute, via e-mail or otherwise, any Article or other Licensed Product; (3) abridge, modify, translate, or create any derivative work based upon the Licensed Products without the prior written consent of ASCO; (4) display or otherwise make available the Licensed Products or any part thereof to anyone other than Authorized Users; (5) sell, resell, rent, loan (except as set forth below), lease, license, hire, sublicense, assign or otherwise transfer or exploit any rights granted under this Agreement, including, but not limited to, use of the Licensed Products for document delivery, fee-for-service, or any other substantially similar commercial purpose; (6) remove, obscure, or modify in any way copyright notices, other notices, or disclaimers that appear on Articles or in the Licensed Products, certification functionality, or other security or anti-piracy measures associated with the Licensed Products or (7) incorporate the Licensed Products or any portion thereof into any course packs or electronic reserve collections except with the prior written permission of ASCO, which may set out additional terms and conditions for such use. Your use of the Licensed Products are subject to ASCO s license guidelines available at: https://www.asco.org/sites/new-www.asco.org/files/content-files/about-asco/documents/2017-asco-licensingstandards-11-14-2017.pdf (or any replacement url provided by ASCO) and all applicable laws, regulations, and codes of conduct; the absence of any technology designed to enforce these restrictions should in no way be viewed as a waiver, by ASCO or any other person having rights in the Licensed Products, of their respective rights to enforce any such restrictions regarding your use of such Licensed Products. You may not use the Licensed Products in any way that implies ASCO s endorsement or approval of your organization, goods, or services, or those of any third party. This license does not extend to any ASCO name, logo, or other trademark. In the event that the owner of the Licensed Products, or any part thereof, is a party other than ASCO, you agree that such owner is a third-party beneficiary under this Agreement, with rights to enforce those terms that pertain directly to such owner s rights as if such owner was a party hereto. (d) Substantial Increase in Number of Authorized Users. Licensee acknowledges that the License Fee has been assessed based upon the number of Authorized Users existing as of the Service Date. In the event that the number of Authorized Users substantially increases due to Licensee s acquisition of or merger with another company or organization or for any other cause, Licensee shall promptly give written notice of such increase to ASCO. Licensee agrees that such increase in the number of Authorized Users may be subject to additional license fees. There shall be no decrease in the License Fee for the applicable Contract Year based on reduction in the number of Authorized Users during that Contract Year. (e) Inter Library Loan. If Licensee is an institution, this subsection shall apply. The Licensee may provide an electronic copy of any portion of the licensed Materials to a library outside of Licensee s Secure Network for research or private study by an end user of such library, BUT ONLY IF (a) a written notice is simultaneously sent to the borrowing library stating that the electronic copy must be deleted immediately after printing and that the end user can only receive a single paper copy, and (b) the Licensee has a good faith believe that such notice will be complied with. Electronic transmission of the Licensed Products or any part thereof to non- Authorized Users or to another library outside the Licensee s Secure Network is permitted only by use of a secure electronic system such as Ariel that creates a document for one-time use and does not allow storage of the electronic version. 2
4. Intellectual Property Rights. (a) Ownership. Licensee acknowledges and agrees, for itself and on behalf of the Authorized Users, that all right, title and interest in and to the Licensed Products, including all copyright and other intellectual property rights under United States and international laws and treaties, are owned by and remain with ASCO and its licensors. To the extent Licensee is an institution, nothing in this Agreement shall in any way exclude, modify or affect any of Licensee s rights under Copyright Law, provided that such rights are exercised in accordance with Section 108 of the Copyright Law and with the guidelines developed by the National Commission on New Technological Uses of Copyrighted Works (CONTU Guidelines) and published in U.S. Copyright Office Circular 21 or its successor. All rights not expressly granted hereunder are reserved to ASCO. (b) Protection. Licensee shall make all reasonable efforts to advise all Authorized Users of the restrictions on use of and ASCO s rights in the Licensed Products set forth in Sections 3(c) and 4(a). In the event that Licensee becomes aware of any unauthorized use of the Licensed Products by way of Licensee s IP addresses, equipment or other facilities, Licensee shall promptly give written notice to ASCO of such unauthorized use and use its commercially reasonable best efforts to promptly eliminate such unauthorized use. Licensee shall at all times implement appropriate security policies, procedures, access control methodologies and network protection techniques to safeguard access to the Licensed Products. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care. Licensee shall be responsible for any unauthorized use of the Licensed Products as a result of its Authorized Users failure to comply with the restrictions on use set forth herein as if such failure had been an act of Licensee. 5. Term and Termination. (a) Term. Unless terminated sooner in accordance with Section 5(b), this Agreement shall continue in effect for an initial term of twelve (12) months from the Service Date (the Initial Term ). Licensee may renew the Agreement for additional twelve (12) month periods (each, a Renewal Term ) upon written notice to ASCO and payment of the annual License Fee, as determined by ASCO and set forth in the respective Invoice, within thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. The Initial Term and all Renewal Terms shall be referred to herein as the Term. (b) Termination. This Agreement may be terminated as follows: (1) Material Breach. Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured thirty (30) days after the non-breaching party gives the breaching party written notice of such breach. (2) Suspension. In the event that ASCO notifies Licensee of a material breach, ASCO reserves the right to suspend Licensee s access to the Licensed Products. ASCO will make commercially reasonable efforts to limit suspension to the offending IP address or user account, to the extent that the offending IP address or user account can be reasonably ascertained under the circumstances; otherwise, ASCO reserves the right to suspend all online access to the Licensed Products by Licensee and its Authorized Users. The suspension shall remain in effect until Licensee has cured the material breach, and Licensee shall not be entitled to a refund of any fees during such suspension. If Licensee does not cure the material breach within thirty (30) days after notice of such breach, ASCO shall be entitled to terminate this Agreement immediately. (3) Insolvency. Either party may terminate this Agreement in the event that the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party s business. (c) Events Upon Termination. Upon termination of this Agreement, Licensee shall delete all electronic copies of Articles that are in its possession or control and use reasonable efforts to cause all Authorized Users to do the same. Licensee may continue to use print copies of Articles made in accordance with the terms and conditions herein during the term of this Agreement, provided that Section 3(c) shall continue to govern use of such materials. 6. Representations, Warranties and Indemnification. (a) Representations and Warranties. Each party represents and warrants to the other that: (1) it has the necessary power and authority to enter into this Agreement; (2) the execution and performance of this Agreement has been authorized by all necessary corporate or institutional action; (3) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, by-laws or comparable organizational documents of the party or conflict with any condition of any contract to which it is a party; (4) no 3
action by any governmental organization is necessary to make this Agreement valid and binding upon the party; and (5) it possesses all licenses and other governmental approvals necessary to perform its obligations under this Agreement. (b) Indemnification. Licensee agrees that ASCO shall have no liability and Licensee shall indemnify, defend and hold ASCO harmless against any loss, damage, cost, liability and expense (including reasonable attorneys fees) ( Losses ) arising from any action or claim against Publisher related to or in any way connected with any use of the Licensed Products by Licensee or the Authorized Users or breach of this Agreement by Licensee. 7. DISCLAIMER. THE LICENSED PRODUCTS ARE PROVIDED TO LICENSEE AS IS AND WITH ALL FAULTS. EXCEPT AS SET FORTH IN SECTION 6(a), ASCO, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN AND NON-INFRINGEMENT; AND (B) WARRANTIES WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE LICENSED PRODUCTS, OR THAT LICENSEE S USE OF THE LICENSED PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET LICENSEE S REQUIREMENTS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONTENTS OF THE LICENSED PRODUCTS ARE SUBJECT TO CHANGE. ASCO SHALL HAVE NO LIABILITY FOR ERRORS OR OMISSIONS IN THE LICENSED PRODUCTS. 8. LIMITATION OF LIABILITY. (a) IN NO EVENT SHALL ASCO BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PRODUCTS, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF THE LICENSED PRODUCTS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE LICENSED PRODUCTS OR THEIR DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. (b) ASCO UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, LICENSEE'S COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER SERVICE OR DEVICE USED TO ACCESS THE LICENSED PRODUCTS OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. LICENSEE ACKNOWLEDGES AND AGREES THAT ASCO IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY INFORMATION OR DATA CONTAINED IN THE LICENSED PRODUCTS, AND ASCO SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR DATA UNDER ANY CIRCUMSTANCES. (c) ASCO S AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE LICENSE FEE PAID FOR THE CONTRACT YEAR DURING WHICH SUCH CLAIM, LOSS, OR DAMAGE OCCURRED. REGARDLESS OF THE CAUSE OF ACTION, NO PARTY MAY BRING ANY CAUSE OF ACTION ARISING FROM THIS AGREEMENT MORE THAN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ARISES. 9. Archival Access; Availability. (a) For academic institutional Licensees, in the event that Licensee does not renew subscription for additional Renewal Terms, or this Agreement terminates for any reason other than Licensee s breach, ASCO s journal related content (but not content for other products) will be available to Licensee on a 12-month embargo basis, subject to continued application of the license restrictions contained herein. For example, if an academic institutional Licensee does not renew after December of a given year, journal content from the previous 12 months shall continue to be available to Licensee on the terms herein. ASCO acknowledges that certain academic institutional Licensees may participate in the LOCKSS system for archiving digitized publications. To benefit from this support, such Licensee must install a LOCKSS cache at their Institution (see http://lockss.stanford.edu for further information). Such Licensee may use the LOCKSS system perpetually to archive and restore ASCO s journal content, as long as the Licensee's use is otherwise consistent with this Agreement. ASCO further acknowledges and agrees that, in using the LOCKSS system, ASCO s journal content may be made available to other LOCKSS system participants who indicate a right to the subscribed content. 4
(b) The Licensed Products may be subject to periodic unavailability due to regular maintenance, including, but not limited to, maintenance of the server(s) and other equipment used to host the Licensed Products, installation or testing of software and loading of content as it becomes available. ASCO shall use commercially reasonable efforts to minimize the extent of any period of unavailability due to such regular maintenance. Licensee shall not be entitled to any credit, reduction or set-off against the License Fee for downtime or any interruption in the availability of the Licensed Products. 10. General. (a) Notice. Notices given under this Agreement shall be in writing and may be delivered by hand or sent by internationally-recognized courier service, certified mail return receipt requested, or e-mail to the physical address or e-mail address for each party set forth on the first page of this Agreement. Any such notice shall be deemed successfully given: (1) if delivered personally, at the time of delivery; (2) in the case of an internationallyrecognized courier service or certified mail, on the date of delivery confirmation; or (3) in the case of e-mail, at the time of successful transmission so long as an acknowledgement reply email is received. (b) Assignment. Licensee may not assign this Agreement, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise, without the prior written consent of ASCO. This Agreement is binding upon successors and permitted assigns. (c) Entire Agreement; Amendments. This Agreement, including all annexes, exhibits and schedules, contains the final and entire agreement of the parties on the subject matter herein and supersedes all previous and contemporaneous oral or written negotiations or agreements on the subject matter herein. This Agreement may by amended by ASCO with reasonable advanced notification to Licensee. (d) Severability. If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability. Such provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of this Agreement. (e) Governing Law. This Agreement and all matters relating to this Agreement shall be governed by and construed in accordance with the laws of the United States of America, including the Copyright Act, and the State of New York, without regard to conflict of laws principles. The parties expressly disclaim application of the UN Convention on Contracts for the International Sale of Goods. (f) Forum for Disputes. The parties agree that any action, proceeding, controversy or claim between them arising out of or relating to this Agreement (collectively, Action ) shall be brought in the United States District Court for the Eastern District of Virginia or, if federal jurisdiction is not available, in the applicable courts of Alexandria, Virginia. Each party hereby submits to the personal jurisdiction of such courts with respect to any Action. (g) Force Majeure. Any prevention of or delay in either party s performance hereunder due to labor disputes, acts of God, governmental restrictions, enemy or hostile governmental action, failure of utilities, fire or other casualty or other causes beyond such party s reasonable control shall excuse such party s performance of its obligations hereunder for a period equal to the duration of any such prevention or delay. (h) Non-Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. (i) Survival. The provisions of this Agreement that should by their nature survive termination of this Agreement shall survive such termination, including, but not limited to, Sections 3(c), 4, 5(c), 6, 7, 8, 9 and 10. (j) Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures, whether digital or encrypted, signatures scanned into.pdf and transmitted via e-mail, and facsimile signatures, shall be deemed original signatures. [Remainder of page is intentionally left blank] 5
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth below. AMERICAN SOCIETY OF CLINICAL ONCOLOGY, INC. LICENSEE By: Name: Title: Date: By: Name: Title: Date: 6
SCHEDULE A: LICENSED PRODUCTS Licensed Products. Check all that apply to your subscription order: Journal of Clinical Oncology Journal of Oncology Practice JCO Clinical Cancer Informatics JCO Precision Oncology ASCO Journals Digital Library ASCO Meeting Videos ASCO Meeting Slides ASCO Educational Book Journal of Clinical Oncology XML files for Text and Data Mining Subject to additional terms - See Addendum 1 ASCO Meeting Abstracts XML files for Text and Data Mining (expedited delivery) Subject to additional terms - See Addendum 1 7
ADDENDUM 1 to SCHEDULE A The following additional terms apply for the TDM Materials, when contracted for in accordance with Schedule A. 1. As used herein, the defined term TDM Materials shall mean the following, to the extent indicated on Schedule A or the applicable Invoice, and for such period indicated on the applicable Invoice: Journal of Clinical Oncology XML files for Text and Data Mining, and ASCO Meeting Abstracts XML files for Text and Data Mining (expedited delivery) 2. TDM License. Licensee shall have the right to use automated programs or devices to continuously and automatically extract and index information from XML files prepared and delivered by ASCO or its designee relating to the TDM Materials solely for Licensee s internal, non-commercial use. Licensee shall have the right to mount, load and integrate the results on a secure server used for Licensee s text and data mining ( TDM ) system for access and use by Authorized Users for non-commercial purposes through the Licensee s internal secure network. Notwithstanding the foregoing, Licensee is expressly prohibited from scraping or crawling or conducting similar activities on websites owned or operated by ASCO, and Licensee and its Authorized Users may not transfer, sell, distribute, or otherwise convey any of the TDM Materials or the results of text or data mining the TDM Materials to third parties. Subject to the terms and conditions of the Agreement and this Addendum, ASCO hereby grants Licensee a nonexclusive, nontransferable, terminable, non-sublicensable, limited right and license during the applicable portion of the Term to (i) use the results of TDM conducted by Licensee solely for Licensee s internal, noncommercial purposes; and (ii) display TDM results to Licensee s Authorized Users solely as permitted under the Agreement as amended hereby. 3. Intellectual Property Rights Licensee, on behalf of itself and its Authorized Users, acknowledges that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with ASCO. Therefore, for clarity, as between ASCO and Licensee, ASCO owns and shall retain all right, title and interest, including, without limitation, all intellectual property rights in and to all works resulting from all TDM of the Licensed Materials conducted by Licensee, and any portions thereof, including, without limitation, any copy or derivative work of the Licensed Materials (or any portion thereof) and any updates thereto, subject to the licenses granted herein. To remove doubt, Licensee hereby assigns, on behalf of itself and the Authorized Users, any and all rights in and to all TDM results to ASCO that Licensee or Authorized Users owns or may think it owns. 4. Restrictions. Notwithstanding anything to the contrary, Licensee shall not: 5. Delivery i. create any derivative works based upon the Licensed Materials except as may be provided by the TDM licensed grant or under other written permission from ASCO; ii. permit any third party to copy all or any portion of any derivative works resulting from TDM; iii. permit bulk reproduction or distribution of any results or derivative works of TDM; iv. sell, license, or transfer any TDM results or derivative works to any third party who are not Authorized Users under the Agreement as amended hereby; or v. use, or permit to any third party to use, web crawling, scraping, or any other similar automatic data extraction process on any website owned or operated by ASCO, including websites hosting the Licensed Materials. XML files of the TDM Materials will be delivered by Publisher or its designee via FTP on the following schedule: 8
With respect to Journal of Clinical Oncology XML content, within five (5) business days of the TDM Materials being published online. With respect to ASCO Meeting Abstracts XML content, within two (2) business days of the TDM Materials being published online. 6. As consideration for the additional rights granted hereunder, Licensee shall pay to ASCO the respective amount set forth on the applicable Invoice. 9
SCHEDULE B: AUTHORIZED SITES A. Name and physical address(es) of Authorized Site(s) of Licensee: B. IP Address(es) of Authorized Site(s) - if proxy server is used, skip Part B and go to Part C: C. ASCO permits Licensee to make use of one or more proxy servers to provide Authorized Users with access to the Licensed Products. Please provide responses to the questions below so that ASCO can accurately monitor authentication and use of the Licensed Products. Please note that ASCO does not support EZProxy. 1. Physical address of proxy server(s): 2. IP address(es) of proxy server(s): 3. Intended use(s) of proxy server(s) - check all that apply: Load balancing Provide Remote Access Other (please specify): Licensee Responsibilities Licensee shall: (a) be responsible for verifying the status of Authorized Users; (b) provide lists of valid IP addresses to ASCO and updating such lists promptly as changes are made; and (c) cooperate with ASCO in the implementation of additional security procedures reasonably requested by ASCO. Licensee represents and warrants that the list of IP addresses provided above is accurate and valid, and all such IP addresses are owned or controlled by Licensee. 10