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Terms subject to change



Seeking the collective wisdom ...

We are working on a license agreement with a large vendor (you 
would all recognize the name).  Their default license includes 
the following language:

"[Licensor] reserves the right to modify these Terms and 
Conditions, or any aspect of [licensed materials], at any time. 
The most updated Terms and Conditions of Use will be posted on 
the [licensor's] website. [Licensor] shall notify Institutional 
Licensees via email of material modifications. A modification 
shall become effective for an Institutional Licensee if it does 
not object in writing to [licensor] within 60 (sixty) days from 
the time [licensor] emails notice of the modification. In the 
event of such an objection, the Institutional Licensee shall have 
the right to terminate the Agreement on 30 (thirty) days written 
notice."

I asked the licensor to change the one-sided right to 
modification with a statement that the signed Agreement should 
prevail, and that "Any amendments to the Agreement must be in 
writing and signed by both [licensor] and the Institutional 
Licensee."  They refused to change the default language.

Are any of you accepting language like this, where a licensor has 
the right to change the terms unilaterally, and the licensee's 
only recourse is to accept or cancel?  Seems to me that a 
contract that can be modified at will by one party isn't much of 
a contract.

Any advice how to approach would be appreciated.

Thank you,

C. Derrik Hiatt
Electronic Resources Librarian
Z. Smith Reynolds Library
Wake Forest University
Winston-Salem, NC 27109