LICENCE AGREEMENT THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN DATA INCLUDED ON THE ONLINE ACCESS ("THE LICENSED MATERIAL") BELONG TO FL MEMO LIMITED OF 11-15 WILLIAM ROAD, LONDON NW1 3ER (A COMPANY REGISTERED IN ENGLAND AND WALES NO.3599719) ("WE"/ "US"/ "OUR") . PLEASE READ THROUGH THE FOLLOWING LICENCE TERMS WHICH WILL GOVERN YOUR USE OF THE LICENSED MATERIAL. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS PLEASE DO NOT USE YOUR LOGIN AND PASSWORD DETAILS AND INFORM FL MEMO. THE LICENSED MATERIAL WILL NOT BE ACCESSIBLE. PLEASE THEN RETURN THE BOOK AND ANY DOCUMENTATION) TO LITTLEHAMPTON BOOK SERVICES LTD, FARADAY CLOSE, DURRINGTON, WORTHING, WEST SUSSEX BN13 3RB FOR A REFUND OF ANY SUBSCRIPTION FEE PAID. WE RESERVE THE RIGHT TO WITHOLD SOME OR ALL OF THE REFUND IF THE BOOK HAS BEEN DAMAGED IN ANY WAY, OR IS OTHERWISE NOT IN A RESALEABLE CONDITION.
1 Definitions
In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:
"the Book" : The publication accompanying this Online Access
"Subscription Fee" : The fee chargeable for using the Licensed Material
2 Terms of Use
2.1 We hereby grant you a non-exclusive, non-transferable, single user licence to use the Licensed Material in accordance with these terms and conditions.
2.2 You may use the Licensed Material in the normal course of your normal business; and search, view, copy and print out the Licensed Material for your own use.
2.3 You may not:
2.3.1 erase, remove, deface or cover any trade mark, copyright notice guarantee or other statement on any media containing the Licensed Material;
2.3.2 use the Licensed Material for the purpose of operating a bureau or similar service or any online service whatsoever;
2.3.3 rent, lease, loan, or deal in the Licensed Material or any part of it in any way.
2.4 This Licence Agreement may not be transferred, sublicensed, assigned or otherwise disposed of in whole or in part.
2.5 You shall inform us immediately on becoming aware of any unauthorised use of the Licensed Material.
3 Proprietary rights
The Licensed Material is not sold to you and you shall not acquire any right, title or interest in the Licensed Material.
4 Fees and payment
You must pay the invoice for the Subscription Fee. The Subscription Fee is payable in accordance with the terms specified on the relevant invoice.
5 Your obligations
5.1 The Licensed Material is supplied to you on an "as is" basis and is not being supplied to meet your individual requirements. You are responsible for configuring your information technology, computer programmes and platform in order to use the Licensed Material.
5.2 Notwithstanding sub-clause 6.3 below, you should use your own virus protection software.
6 Warranty
6.1 We warrant that we have obtained all necessary rights to grant this licence.
6.2 Whilst reasonable care is taken to ensure the accuracy and completeness of the Licensed Material supplied, we make no representations or warranties, expressed or implied, that the Licensed Material is free from errors or omissions.
6.3 We will take reasonable steps to ensure that the Licensed Material is virus free, however no warranty is made that the Licensed Material will be virus free.
6.4 Since the Licensed Material has not been developed to meet your individual requirements, we do not warrant that it is fit for your particular purposes.
7 Disclaimer
We give you no warranty or assurance, except as set out in paragraph 6 above. All other warranties and conditions, whether express or implied, are hereby excluded to the maximum extent permitted by law.
8 Limitation of liability and indemnity
8.1 You shall accept sole responsibility for and we shall not be liable for the use of the Licensed Material by you, your agents and employees and you shall hold us harmless and fully indemnified against any claims, costs, damages, loss and liability arising out of any such use. No failure of any part of the Licensed Material to be suitable for your requirements will give rise to any claim against us.
8.2 We shall not be liable for any loss of profits, loss of goodwill, loss or damage to data or any indirect, incidental, consequential or special loss or damage in connection with the Licensed Material howsoever arising.
8.3 Subject to sub-clauses8.2 and 8.4 of this Agreement, our liability to you for any loss or damage is limited to an amount equal to the latest Subscription Fee paid by you.
8.4 Nothing in this Agreement shall limit any claims in respect of death or personal injury caused by negligence, or limit or exclude any liability for fraudulent misrepresentations.
9 Termination
9.1 This Agreement and any licences granted under it will terminate immediately without notice if:
9.1.1 you fail to comply with clause 4; or
9.1.2 you violate any copyright in the Licensed Material, whether held by us or others in the Licensed Material; or
9.1.3 you are in breach of any other term of this Agreement.
9.2 Any termination under clause 9.1 will be without prejudice to any claim which we may have against you.
9.3 On termination of this Agreement due to any failure by you to pay the relevant Subscription Fee in accordance with clause 4:
9.3.1 FL Memo will suspend your access to the Licensed Material 9.3.2 you will destroy all copies of the login and password access to the Licensed Material, whatever media they may be on.
10 Miscellaneous
10.1 This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.2 You undertake that you will not divulge or communicate to any person, except as required by law or any legal or regulatory authority, any confidential information concerning our business or affairs which may have come to your knowledge and you shall use your reasonable endeavours to prevent the publication or disclosure of any confidential information concerning such matters.
10.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement. The only available remedy to you for breach of this Agreement shall be for breach of contract under the terms of this Agreement.
10.4 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would be enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
10.5 This Agreement shall be governed by and interpreted in accordance with English law and you submit to the exclusive jurisdiction of the English Courts. If you do not agree to be bound by the above terms and conditions please inform FL Memo Ltd, otherwise you may continue to use the Licensed Material on your computer.