This End User Licence Agreement (“Licence Agreement”) is a Legal Agreement.
You should read following Terms and Conditions (“terms”) carefully before accessing or using any of The Janes products (The “product”). By continuing to access Janes product, you agree to be bound by below detailed terms.
RIGHT TO USE.
1.1. Subject to the restrictions set forth herein, You are granted a non-exclusive, non-transferable limited licence to use the JANES licensed Product(s) for your internal business use only.
1.2. Creation of Works from the Product. You may create reports or presentations (collectively "Work") using information from the Product provided such Work is for Internal Use only. Nothing in this Section 1.2 will operate so as to vest in You any proprietary rights in any Products or portions of Work in any way derived from Products. Any information related to a third-party company and/or personal data included in the JANES Product(s), may be used by You for the limited purpose of enquiring about the products and services of the companies/organizations listed therein. You must comply with applicable data protection and privacy laws and regulations.
1.3. You undertake: (a) that the information from the Product used in the Work will be insubstantial and de minimis in nature and will not be primarily a copy of the Product, and (b) not to create Work that uses a portion of the Product that could reasonably be considered substantial.
1.4. Work not to be Commercialised. You are not permitted to use Work: a) to produce a commercial product or service, or b) directly for revenue generating purposes.
2.1. By accepting the rights granted by JANES, you agree that You will not copy, distribute, republish, transfer, sell, license, lease, give, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, scan, publish on a network, or otherwise reproduce, disclose or make available to others, store in any retrieval system of any nature, create a database or create derivative works from the JANES Product(s) or any portion thereof.
2.2. You must not use information included in the JANES Product(s) (i) for any unlawful, harmful, or offensive purpose; (ii) as a source for any kind of marketing or promotion activity; or (iii) for the purposes of compiling, confirming, or amending its own database, directory or mailing list.
2.3. You shall not use any linking, deep-linking, framing, or page scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Products or any content or information provided by JANES and/or its third party providers.
2.4. You shall not in any way reproduce or circumvent the navigational structure or presentation of the Products or any content, to obtain or attempt to obtain any data, materials, documents, or information through any means not purposely made available through the Product.
2.5. You shall not use the Products, or any content or information provided by JANES and/or its third party providers to develop, support, create or provide pricing for any database or product that competes directly with the content or any other product or service offered by JANES (including Products) or would create a functional substitute for any such product or service offered by JANES (including Products).
2.6. You shall not attempt to and shall not decompile or disassemble, reverse engineer any data collection, sourcing, management, analytics, categorisation, or commercialisation or product development methodology and/or technologies: (a) accessible through Products; or (b) owned by JANES and/or its third party providers.
2.7. You are not permitted to retain the JANES Product(s), including: (a) in any file or on any hard drive, server, or other form of memory; or (b) in any printed form.
2.8. You represent and warrant that upon any expiration or termination of the Licence Agreement You immediately will: (i) discontinue all use of the JANES Product; (ii) destroy any items relating to the JANES Product(s) (including but not limited to data, software, and documentation) and purge any JANES Product(s) data from all electronic media; and (iii) upon request from JANES provide written certification to JANES that End User has complied with this paragraph.
COPYRIGHT AND PROPRIETARY.
3.1. JANES and/or its third party providers own and reserve all rights with regards to Product related documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any rights not expressly granted to You in this Agreement are retained by JANES and its suppliers.
3.2. You must not remove any proprietary legends or markings, including copyright notices, on the JANES Product(s). You acknowledge that all data, material, and information contained in the JANES Product(s) are and will remain the copyright property and Confidential Information of JANES or its third-party provider(s) and are protected and that no rights in any of such data, material and information are transferred to You. You will take any and all actions that may reasonably be required by JANES or its third-party data providers to protect such proprietary rights as owned by JANES, or their third-party provider(s).
4.1. The JANES Product is provided “AS IS” and “AS AVAILABLE”. Neither JANES nor its third-party data providers warrant the completeness or accuracy of the data, material, third party advertisements or information as contained in the Product(s) or that it will satisfy Your requirements.
4.2. JANES AND ITS THIRD-PARTY DATA PROVIDERS DISCLAIM ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, JANES AND ITS THIRD-PARTY DATA PROVIDERS SHALL NOT BE LIABLE FOR ANY ERRORS OR OMISSIONS OR ANY LOSS, DAMAGE OR EXPENSE INCURRED BY RELIANCE ON INFORMATION, THIRD PARTY ADVERTISEMENTS OR ANY STATEMENT CONTAINED IN THE JANES PRODUCT(S). YOU ASSUMES ALL RISK IN USING THE RESULTS OF THE JANES PRODUCT(S).
LIMITATION OF LIABILITY.
5.1. NEITHER JANES, ITS THIRD PARTY PROVIDERS, NOR THE CLIENT WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO: (A) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (B) LOSS OF DATA OR INFORMATION; (C) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (D) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE AGREEMENT OR ANY USE OF OR INABILITY TO USE PRODUCTS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.
5.2. Except for each Party’s indemnification obligations, the maximum liability of JANES, its third party providers, and/or the Client to the other Party for all claims under this Agreement, in warranty, contract, tort, or otherwise, will not exceed: in the case of Products, the Fees paid by Client in the prior 12 months for the defective Products that are the subject of the claim.
5.3. The limitations of liability in this Section 5 will not apply to the liability of a Party for: (a) damages related to death or personal injury arising out of the gross negligence or wilful misconduct of the Party; (b) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the Party; (c) to claims or loss(es) based upon breaches by the Party of its licence/authorised use or the other Party’s intellectual property right.
6.1. These terms and conditions will be construed under the laws of England and Wales and any dispute or claim arising out of or in connection thereto shall be subject to the exclusive jurisdiction of the English Courts.
6.2. You agree to comply with all US Export laws and regulations and hold JANES and its third-party data providers harmless for its failure to properly do so. You will comply with all applicable country laws and regulations relating to anti-corruption and anti-bribery.
6.3. Force Majeure. JANES shall have no liability to Client under this Agreement if JANES is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of JANES or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
6.4. Notices. All notices required under this Agreement must be in writing and delivered by commercially established courier service, facsimile with written confirmation of delivery; email with written confirmation of delivery, or via certified mail, return receipt requested, to the addresses specified in the Order Form. Any legal notices must also be copied to “Attention: Janes Legal Department, General Counsel.”
6.5. Limitation Period. Any cause of action arising under this Agreement shall be asserted within two (2) years of the date upon which such cause of action accrued, or the date upon which the complaining party should have reasonably discovered the existence of such cause of action, whichever is later. No failure or delay by either Party to exercise any right they may have operates as a waiver of their rights at any future time.
6.6. The JANES Product(s) supplied herein is subject to these terms and conditions only, to the exclusion of any other terms which would otherwise be implied by trade, custom, practice, or course of dealing. Nothing contained in any issued purchase order, your acknowledgement will in any way modify or add any additional terms to these terms and conditions. JANES reserves the right to amend these terms and conditions from time to time.
Following definitions shall apply to these Terms.
“Authorised User(s)” means employees of Client and/or Client’s Affiliates, as applicable, who are authorised by Client to use the Product for its licensed purpose. Client assumes full liability and responsibility for the acts and omissions of its Authorised Users and will take all reasonable steps to ensure that no unauthorised persons shall have access to the Product.
“Client” means organisation or institution that is customer of JANES and have signed subscription agreement with JANES.
“Confidential Information” means: (a) JANES Property; (b) Client Information; (c) the terms of this Agreement; and (d) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information.
“Internal Use” means that Authorised Users may use the Product only for Client’s internal business purposes. Except as otherwise specified on a relevant subscription agreement, Products are not licensed for external use.
“JANES” or “Licensor” shall refer to Jane’s Group UK Limited or its Affiliates (together “JANES”).
“JANES Property” means (a) the business process, data management and analytics technologies of JANES, including without limitation, any algorithms, analyses, data, databases, documentation, formats, forecasts, formulas, inventions, knowhow, methodologies, platforms, processes, software, tools, trade secrets, and Product(s), and (b) any and all derivative works, enhancements, or other modifications to any of those referenced in (a) above.
“Product” or “Products” means JANES Products (online, offline and API data services and other offerings) licensed by JANES.
“You” or “End User” means the Authorised User of entity that has signed legal contract with JANES whereunder You are authorised to access and use the Product for the permitted licensed purpose.
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End User Licence AgreementYou Should Read Following Terms And Conditions (“terms”) Carefully Before Accessing Or Using Any Of The Janes Products (The “product”). By Continuing To Access Janes Product, You Agree To Be Bound By Below Detailed Terms.