THIS END USER LICENCE AGREEMENT (“LICENCE AGREEMENT”) IS A LEGAL AGREEMENT. THIS LICENCE AGREEMENT GOVERNS ALL USAGE OF THE JANES’ PRODUCTS AND SERVICES BY THE END-CUSTOMER. 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.

1. 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 a substitute for the Product or any part of it, or that competes with the Product.

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.

1.5. Citing Janes in Work. You will represent JANES or its third party provider as the source of the Product information in the following form or similar format (as agreed between the parties): “Includes content supplied by [NAME OF JANES COMPANY or its third party provider]; Copyright © [NAME OF JANES COMPANY or its third party provider], [publication year]. All rights reserved”.

2. USE RESTRICTIONS.

2.1. By accepting the rights granted by JANES, you agree that You will not copy, distribute, publish, republish, scan, transfer, sell, license, lease, give, retain, decompile or disassemble, reverse engineer, disseminate in any form (including within its original cover), assign (whether directly or indirectly, by operation of law or otherwise), transmit, 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 Products.

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 shall not:

• 2.7.1. train an artificial intelligence ("AI") model from the output of a Product; or train an AI model using a Product or based on any output of a Product or part of it in a manner or volume that would allow You or any third party to use or commercialize the trained AI model, or output from the model, from such training;
• 2.7.2. attempt to circumvent any technological protection mechanism or other security or licensing compliance feature of the Product (including any security feature of data packages created stored or transmitted by any person using any element of Janes Product);
• 2.7.3. create internet links to the Product or "frame" or "mirror" the Product in whole or in part, on any other server or device;
• 2.7.4. use any algorithm, application, device, method, software or other automated tool or other means to access, copy, manipulate, or scrape data from the Product in any circumstances;
• 2.7.5. introduce or allow any malware, viruses, trojan horses or other harmful or disabling code on to the Products;
• 2.7.6. Allow use of the Product for any unlawful or unauthorized purpose, including any infringement of a third party's copyright or other Intellectual Property Rights.

2.8. 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.

2.9. 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.

3. 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. CONFIDENTIALITY.

4.1. You shall keep all Confidential Information strictly confidential, shall not disclose it to any third party and shall use it only for the purposes permitted under this Agreement.

4.2. You shall protect Confidential Information using at least the same degree of care you use to protect your own confidential information and in no event less than a reasonable degree of care.

4.3. You shall limit access to Confidential Information to Authorised Users who have a need to know and who are bound by written obligations of confidentiality no less protective than those in this Agreement.

4.4. The obligations in this Section 4 do not apply to information that: (i) is or becomes public other than through your breach; (ii) was lawfully in your possession free of any obligation of confidence before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by You without use of or reference to the Confidential Information.

4.5. If You are required to disclose Confidential Information by law or by any regulatory or governmental authority, You shall, to the extent legally permitted, give JANES prompt written notice and reasonable cooperation to enable JANES to seek protective measures.

4.6. The obligations in this Section 4 survive expiry or termination of this Agreement.

5. LIMITED WARRANTY.

5.1. 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.

5.2. 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).

6. LIMITATION OF LIABILITY.

6.1. 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.

6.2. 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.

6.3. The limitations of liability in this Section 7 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.

7. AUDIT AND COMPLIANCE VERIFICATION.

7.1. JANES, or its authorised representative, may on reasonable prior written notice and no more than once in any twelve (12) month period (or at any time where JANES reasonably suspects a breach) verify Your use of the Product to verify compliance with this Agreement.

7.2. You shall provide reasonable cooperation and relevant information for such verification. 

7.3. If any verification reveals unauthorised or non-compliant use, You shall, without prejudice to any other remedy of JANES, promptly cease such use and reimburse JANES for the reasonable costs of conducting the audit.

8. TERM AND TERMINATION.

8.1. This Agreement takes effect on the date You first access or use the Product and continues for the term specified in the applicable Order Form, unless terminated earlier in accordance with this Section 6.

8.2. JANES may terminate this Agreement immediately on written notice if You breach any term of this Agreement and, where the breach is capable of remedy, You fail to remedy it within ten (10) days of written notice.

8.3. JANES may suspend Your access to the Product immediately, in whole or in part, where it reasonably suspects unauthorised use or a breach of the use restrictions, pending investigation.

8.4. Either party may terminate this Agreement immediately on written notice if the other becomes insolvent, is unable to pay its debts as they fall due, or enters into administration, liquidation or any analogous process.

8.5. On expiry or termination for any reason, Sections 2.8 and 2.9 (relating to non-retention, purge and written certification) and all provisions which by their nature are intended to survive shall continue in full force and effect.

9. DATA PROTECTION.

9.1. To the extent the Product contains any personal data, You shall comply with all applicable data protection laws, including the UK General Data Protection Regulation and the Data Protection Act 2018 (and, where applicable, the EU General Data Protection Regulation), in respect of Your access to and use of such personal data, and shall not process such personal data other than as permitted under this Agreement.

10. MISCELLANEOUS.

10.1. 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.

10.2. 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.

10.3. 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.

10.4. 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.”

10.5. 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.

10.6. 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.

10.7. Third Party Rights and Enforcement. JANES’s third-party data providers and Affiliates may enforce the terms of this Agreement as if they were a party to it. Save as expressly provided, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Where this Agreement is incorporated into an order, agreement or other document between You and a JANES partner, reseller or distributor, You acknowledge and agree that JANES may enforce the terms of this Agreement directly against You notwithstanding that JANES is not a signatory to that order or Agreement.

10.8. Severability. If any provision of this Agreement is held by any court or competent authority to be invalid, unlawful or unenforceable, that provision shall to the extent required be deemed severed and the remaining provisions of this Agreement shall continue in full force and effect.

10.9. Assignment. You may not assign, transfer, sub-license, charge or otherwise deal in any of Your rights or obligations under this Agreement without the prior written consent of JANES. JANES may assign, transfer or novate any of its rights or obligations under this Agreement to any Affiliate or successor in title.

10.10. Equitable Remedies. You acknowledge that any breach or threatened breach of the scope of the licence, the use restrictions, the intellectual property provisions or the confidentiality obligations of this Agreement may cause JANES irreparable harm for which damages would not be an adequate remedy, and that JANES shall accordingly be entitled to seek injunctive relief, specific performance or other equitable remedy in addition to any other remedies available to it at law.

10.11. Survival. Sections 2 (Use Restrictions), 3 (Copyright and Proprietary), 4 (Limited Warranty), 5 (Limitation of Liability) and this Section 6 (Miscellaneous) shall survive the expiry or termination of this Licence Agreement.

11. DEFINITIONS.

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.