Terms & Conditions

1. INTERPRETATION

In the following terms and conditions "Additional Terms" means the additional terms and conditions agreed to and signed by the Licensor and Licensee set out in the schedule (if applicable); "Affiliate" means any Holding Company or Subsidiary of the licensee or any Subsidiary of such Holding Company; "Agreement" means the Subscription Agreement together with these terms and conditions and the Additional Terms; "Intellectual Property Rights" means all copyright, sui generis database rights, patents, trade marks, registered and unregistered design rights, and all other intellectual property rights whether registered or unregistered and all rights to apply for the registration of any of the rights above and all other forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world; "Licensee" means the authorised user of the Product, and includes the user's employees; "Licensor" means aqrex Ltd and AQ Research Ltd, both domiciled at 40 Bowling Green Lane, London, EC1R 0NE, UK; "Product" means any data, text, information and software or other material and all accompanying written materials provided to the Licensee under this Agreement by any means whatsoever, including, without limitation, on any storage medium now known or hereafter devised including CD-ROM and DVD-ROM or through any means of online communication and delivery (including communication and delivery via the Internet); "Term" means the duration of this Agreement as defined in clause 6 hereof; "Territory" means the geographical scope of the Agreement; and "Update" means any update of the Product delivered to the Licensee hereunder.

2. APPLICATION

This Agreement sets out the terms and conditions which apply to the supply of all Products to the Licensee in the Territory during the Term. For the avoidance of doubt, the Licensee shall not and shall procure that none of its employees or consultants or any of its Affiliates or the employees or consultants of any such Affiliates shall use or otherwise exploit the Product outside the Territory unless such persons have first entered into a Subscription Agreement with the Licensor for use of the Product outside the Territory. The Licensee shall promptly notify the Licensor of any breach of the terms of this clause 2.

3. INTELLECTUAL PROPERTY

1. The Licensee acknowledges that all right, title and interest in and to the Product, including without limitation, any and all Intellectual Property Rights subsisting in or used in connection with, the Product are and shall remain the property of the Licensor or its licensors, as the case may be. The Licensee is permitted to use this material only as expressly authorised by the Licensor or its licensors in this Agreement. The Licensee shall not acquire any rights, express or implied, in the Product by virtue of this Agreement other than as expressly set forth herein.

2. The Licensee shall not reverse engineer, disassemble, decompile, translate or modify create derivative works of or attempt to derive the source code of the Product or any part thereof without prior permission in writing from the Licensor.

4. LICENCE AND DELIVERY

1. The Licensor grants to the Licensee a non-exclusive, non-transferable licence to use the Product during the Term at the Licensee's address.

2. The Licensor shall deliver the Product and any specified Updates to the Licensee at the Licensee's address. The Licensor reserves the right to change the means by which the Product is delivered to the Licensee from time to time, subject to the Licensee's prior written consent (such consent not to be unreasonably withheld or delayed) and in such event, the provisions of this Agreement shall continue to apply unless otherwise agreed by the parties in writing.

3. Immediately following delivery of an Update, the Licensee agrees to either return the previously supplied Product to the Licensor at their address shown on subscription form or such other address as the Licensor shall request in writing to the Licensee, or, where the Product was not supplied in a tangible form, delete or destroy the Product. The Licensee acknowledges that the Licensor's obligation to deliver Updates to the Licensee is dependent upon the return, destruction or deletion (as the case may be) of the previously supplied Product.

5. PERMITTED USE

1. The Product is solely for the internal use of the Licensee and the Licensee may not permit third parties to use the Product without the Licensor's prior written consent. The Product may not be supplied, sold, rented, sublicensed leased, used, downloaded, accessed, copied, disseminated, distributed, circulated, published, displayed, reproduced or otherwise exploited whether for profit or otherwise, except as set out in this Agreement. Should the copying of the Product be required for any additional reason, the prior written consent of the Licensor must be obtained. The Licensee shall not print out, on any one occasion or in a series of occasions, the data and/or information contained in the Product so as to obtain a printed version of all or a substantial part of such data and/or information. The Licensee shall not download, on any one occasion or in a series of occasions, the data and/or information contained in the Product so as to obtain 15% or more of such data or information. The Licensee shall not and shall procure that none of its employees and consultants nor its Affiliates or employees and/or consultants of its Affiliates shall use the data and/or information contained in the Product to create a product which (a) competes with the Licensor or any of its licensors or (b) provides the same or substantially similar functionally, content or features to the Product.

2. The Licensee shall procure that its employees, consultants and Affiliates and the employees and consultants of such Affiliates comply with the provisions of this agreement.

6. TERM AND TERMINATION

1. The Licensor has the right to terminate this Agreement immediately by one week’s notice in writing.

2. The provisions of clauses 1, 9, 13, 14, 15 and 18 shall survive termination of the Agreement.

7. ERRORS

If the Licensee finds or suspects any errors in the Product, the Licensee agrees to inform the Licensor of such errors as soon as is reasonably practicable.

8. WARRANTIES

1. Each party to this Agreement represents and warrants to the other that it has, and will retain during the Term all right, title and authority:

1. to enter into this Agreement;

2. to grant to the other party the rights and licences granted in this Agreement; and

3. to perform all of its obligations under the Agreement.

2. The Licensee further warrants that it shall use the Product in accordance with this Agreement.

3. No warranties, conditions or representations are made either express or implied in relation to the Product other than as set out herein and to the extent permitted by law the implied warranties and conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose are hereby expressly excluded.

4. The Licensee undertakes to comply with all applicable data protection legislation from time to time applicable to it to the full extent necessary.

9. LIMITATION OF LIABILITY

1. The Licensor has made every effort to ensure the accuracy of the information contained in the Product; however, the Licensor makes no express representations or warranties that the Product is free of errors and omissions. In addition, the Licensor makes no representations or warranties that the operation of the Product, including the access software contained in the Product, will be uninterrupted or error-free.

2. The Licensor shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for:

1. any economic losses (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings); or

2. any loss of goodwill or reputation; or

3. any special or indirect or consequential losses

in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by the Licensee arising out of or in connection with the use by the Licensee of the Product or any other matter under this Agreement.

3. The Licensee shall indemnify, and keep the Licensor fully and effectually indemnified, from and against all actions, claims, losses, liability, proceedings, damages, costs and expenses suffered or incurred by the Licensor (including attorney's fees and expenses) arising out of the use of the Product or any part thereof by the Licensee, otherwise than in accordance with the terms of this Agreement. The Licensee shall notify the Licensor in writing of any claim within 30 days.

4. Both parties agree and acknowledge that the terms of this clause 9 are fair and reasonable.

10. NO AGENCY

Nothing in this Agreement shall be construed as creating any form of joint venture or partnership between the parties, nor as constituting or appointing one the principal, agent, distributor, franchisor or franchisee of the other.

11. ENTIRE AGREEMENT

1. This Agreement constitutes the entire understanding between the parties concerning the supply and use of the Product and replaces, supersedes and cancels all previous arrangements, understandings, representations or agreements. The Licensee warrants that in entering into this Agreement it has not relied on any statement, warranty, representation or undertaking except as expressly set out in writing by the Licensor in this Agreement and agrees that it shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that the agreement of the Licensee contained in this clause 11 shall not apply in respect of any fraudulent misrepresentation whether or not such term has become a term of this Agreement.

2. No modification or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties. Unless expressly so agreed, no such modification or agreement shall constitute or be construed as a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have already accrued up to the date of such modification or waiver, and the rights and obligations of the parties under this Agreement shall remain in full force and effect, except and only to the extent that they are so modified or varied.

12. NO WAIVER

1. The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

2. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement does not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement.

3. A waiver of a breach of any of the terms of this Agreement or of a default under this Agreement will not prevent a party from subsequently requiring compliance with the waived obligation.

4. The rights and remedies provided by this Agreement are cumulative and (subject as otherwise provided in this Agreement) are not exclusive of any rights or remedies provided by law.

13. FORCE MAJEURE

The Licensor shall be under no liability to the Licensee for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including, but not limited to, governmental actions, fire, work stoppages, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of its suppliers or sub-contractors, natural disasters or other acts of God.

14. CHANGE OF CONTROL

The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if the Licensee undergoes, in the Licensor's opinion, a material change of ownership resulting in a competitor of the Licensor obtaining effective control of the Licensee. The Licensee shall immediately prior to such change of ownership taking place, inform the Licensor of the fact in writing.

15. NO ASSIGNMENT

The Licensee may not assign, sublicense or transfer this Agreement or its rights or obligations under this Agreement, and any attempted assignment, sublicensing or transfer shall be null and void ab initio.

16. SEVERABILITY

In the event that any term, condition or provision contained in this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable such term, condition or provision shall to that extent be severed from the remaining terms, conditions or provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

17. INFORMATION

The Licensee hereby acknowledges that information contained in the Product was supplied by third parties.

18. APPLICABLE LAW

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales and the Licensee submits to the non-exclusive jurisdiction of the courts of England and Wales.

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