Re: Terms subject to change

[Linda Wobbe <lwobbe@stmarys-ca.edu>]

Hi Derrik,

I've seen similar terms.  I would try again to have notification 
of all changes (so you get to decide whether it is material or 
not).  Also, I'd try to get a pro-rated refund for terminations 
regardless of cause (including if you find changed terms 
objectionable).

...Linda

Linda Wobbe/ Head, Collection Management/ Saint Mary's College Library/
PO Box 4290/ 1928 Saint Mary's Road/ Moraga, CA 94575-4290/
ph(925)631-4232; fx(925)376-6097

On 12/17/10 3:26 PM, Hiatt, Derrik wrote:
> 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