A limited selection of Kanopy’s Offerings may be available for Perpetual Archive Licenses (“PAL’s”), in which your Institution must pay a one-time fee, and an annual “Continuing Service Fee”, in order to purchase a non-exclusive perpetual license for your Institution and its Authorized Users to access the designated Offering on the Kanopy platform. For the sake of clarity, Kanopy may elect to temporarily, or permanently, waive the Continuing Service Fee for one or more of your Institution’s PAL’s. Yet notwithstanding the foregoing, unless your institution has received such a waiver, Kanopy reserves the right to suspend access to the relevant Title(s) if your Institution fails to pay the Continuing Service Fee. PALs may only be revoked by Kanopy if your Institution materially breaches your Agreement with Kanopy or if the licensed materials contain errors or could be subject to an infringement or other adverse claim by a third party. For the avoidance of doubt, the purchase of PAL’s shall not entitle your Institution to digital files or hard copies of the Title(s) unless Kanopy enters into bankruptcy or otherwise ceases operation. In the event that Kanopy provides your Institution with a digital file relating to a PAL, your Institution shall be responsible for securing and restricting use of the Title as contemplated under this Agreement, using systems and technology at least as protective as Kanopy’s. File transfer costs, if any, shall be paid by your Institution.
