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TENDERTIMES LICENSE AGREEMENT Please read the following terms and conditions before using the Tenders on the Web Service. Use of the Service implies acceptance of this License Agreement. If you do not accept the terms and conditions laid down in this Agreement, please do not use or subscribe to the Service. Particular attention is drawn to the following sections of the Agreement: 4.) Permitted Activities 5.) Prohibited Activities 12.) Term and Termination DEFINITIONS: In this Agreement the following terms will have the following meanings: Annual Subscription Fee: the annual fee indicated on the Tenders on the Web Website + VAT payable by the Licensee for use of the Service for 12 months from the Start Date; Data: the information provided by the Service; Data Provider: the owner of the copyright in the Data; Database: the Data collection provided for searching by the Service; Documentation: explanatory text describing the Service and the Data, supplied in machine-readable format; Internet Service Provider: service provider for dial-up, leased line or ISDN access to the Service via the Internet; Licensed: User any employee, partner, student, member or other user entitled to bona fide access to the Service for reasons linked to the activities of the Licensee; Licensee: the company, organisation, institution or other corporate body requiring to access the Databases; Licensor: Ontrack Systems Limited Service: the provision of access (via software provided by the Licensor or otherwise) to the online service(s) indicated on the order form; Software: any software provided by the Licensor to the Licensee in connection herewith or otherwise comprised by the Service; Start Date: the Date when the order is placed, from which the subscription commences.  LICENSE 1.1 This Agreement is a license agreement for the use of the Service by the Licensee and not an agreement for sale. 1.2 From the Start Date, the Licensor grants to the Licensee and to Licensed Users a non-exclusive, non-transferable license to use the Service only for the business purposes of the Licensee. 1.3 Where the Licensee makes acknowledgements, gives undertakings, or undertakes liabilities under this Agreement, it does so for itself and the Licensed users and where limitations or exclusions are imposed on the Licensee under this Agreement, the Licensee accepts that these will bind both the Licensee and the Licensed Users as if they were one entity. The Licensee warrants that it is authorised to agree to this Clause by the Licensed Users. 1.4 Where the Licensee is a body other than an individual, the person accepting this Agreement represents that s/he is authorised by the Licensee to accept this Agreement for and on behalf of the Licensee, and to bind the Licensee and Licensed Users thereby.  PAYMENT AND RENEWAL 2.1 Unless otherwise stated herein, the Licensee shall make payment of all invoices raised by the Licensor in full within thirty (30) days after the date of such invoice. 2.2 If the Licensee fails to pay any sum which is due to the Licensor within 30 days of the invoice date, the Licensor reserves the right to bar further access to the Service until all outstanding charges are paid. 2.3 The Licensor may increase its charges at any time by giving the Licensee at least 3 months' written notice.  SERVICE ACCESS 3.1 The Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may be varied on occasions of which the Licensor will give the Licensee not less than 48 hours' notice. The Licensor reserves the right to suspend the Service temporarily and without notice for reasons beyond its control. 3.2 The Licensor reserves the right to make modifications or improvements to the Service and will make a reasonable effort to give the Licensee notice of substantive changes. 3.3 The Licensor shall allocate to the Licensee any necessary usernames and/or passwords which control access to the Service. Only those usernames and/or passwords may be used by the Licensee to access the Service. 3.4 The Licensor reserves the right to change the Licensee's usernames and/or passwords at any time and shall notify the Licensee of such changes forthwith. 3.5 The Licensee shall pay for all usage which accrues under usernames and/or passwords allocated to the Licensee. Responsibility for limiting usage to a certain level remains with the Licensee. 3.6 The Licensee shall pay all third party telecommunications or Internet service charges incurred by the Licensee connecting through the telecommunications network in order to access the Service. 3.7 The Licensor is not responsible for the availability of access to or links from the Service. The Licensee is responsible for ensuring that its hardware and software are capable of accessing the service via its Internet Service Provider. The Licensee is also advised to use appropriate anti-virus software when accessing the Service.  PERMITTED ACTIVITIES 4.1 The results of bona fide searches of the Service by the Licensee or Licensed Users may be viewed on screen, and the minimum number of extracts are permitted in print form subject to existing legislation, and to the Licensee clearly acknowledging the source and ownership of the copyright in the extracts. 4.2 Transmission of extracts from the results of bona fide searches of the Service and/or Documentation made by the Licensee or by Licensed Users is permitted through an electronic mail or facsimile system between Licensed Users and third parties only in connection with the provision of bona fide advice, provided that no additional fee is directly or indirectly levied for such transmission. 4.3 The Licensee agrees and acknowledges that one or more Data Providers may have a proprietary interest in parts of the Service, and the Licensee agrees not to remove, conceal or obliterate any copyright or other proprietary notices included in the Service. 4.4 The Licensee may make such temporary local electronic copies, by means of caching or mirrored storage, of all or part of the Licensed Databases as are necessary to ensure efficient use by Licensed Users provided that such use is subject to all the terms and conditions of this Agreement.  PROHIBITED ACTIVITIES 5.1 Except as permitted by law, and as permitted expressly Clause 4 of this Agreement, the Licensee shall not itself, nor allow any third party to, duplicate or otherwise reproduce in whole or in part the Service or any part thereof. 5.2 Except to the extent permitted by law, the Licensee shall not modify, reverse assemble, recompile, or reverse engineer the Service or any part thereof or merge the Database or Software with any other software.  GENERAL RESPONSIBILITIES OF THE LICENSEE 6.1 The Licensee will take all reasonable steps to ensure that the Service is used in accordance with the terms and conditions of this Agreement. 6.2 The Licensee agrees to indemnify the Licensor for losses and expenses incurred by the Licensor which arise out of any misuse of the Service by the Licensee or any misuse by any third party, where such misuse occurs as a result of breach by the Licensee of this Agreement. 6.3 The Licensee agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with this Agreement and that the fees payable to the Licensor have been calculated on the basis of limitations and exclusions in Clause 7 below and that it is the Licensee's responsibility to effect such insurance as the Licensee considers necessary in respect of such loss having regard to its particular circumstances and the terms of Clause 7 below. 6.4 The Licensee undertakes to take all reasonable steps to prevent unauthorised access to the Service, including exceeding the maximum permitted number of concurrent users.  WARRANTIES 7.1 The Licensor warrants that it owns or has obtained all necessary rights, consents and approvals for the provision by it of this Service. 7.2 The Service is supplied to the Licensee on an "as is" basis and neither the Databases nor the Software nor any part thereof has been written to meet the individual requirements of the Licensee. It is the sole responsibility of the Licensee to satisfy itself prior to entering this Agreement that the Service will meet its requirements and be compatible with its hardware/software configuration. The Licensor makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for the Licensee's requirements shall entitle the Licensee not to accept the same or give rise to any right or claim against the Licensor. 7.3 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of the Licensor or its appointed agents. 7.4 The Licensor is not liable for any indirect or consequential loss (including without limitation loss of profits, goodwill or data) howsoever arising suffered by the Licensee and arising in any in connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract. 7.5 Save where such liability arises out of breach of the warranty contained in Clause 7.1, the Licensor will have no liability for any liability of the Licensee to any third party. 7.6 The Licensor makes no express representations or warranties which are to the effect that the Database is free of errors or omissions and the Licensee shall not base any commercial decisions on the Data without independent verification of the Data. 7.7 The Licensor's aggregate maximum liability to the Licensee in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 7.4 and 7.5 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the Annual Subscription Fee. 7.8 The Licensor warrants that the Service will operate correctly on searchable date fields within the Databases held within the Service containing dates from the year 2000 onwards.  SEARCHES BY ONTRACK STAFF 8.1 No servant or agent of the Licensor is authorised to search the Service on behalf of the Licensee or to assist in making such searches other than for the purpose of demonstration. 8.2 The Licensor accepts no liability for loss or damage arising from such searches.  CONFIDENTIALITY 9.1 The Licensor shall use all reasonable endeavors to ensure that no servant or agent of the Licensor shall, without the consent of the Licensee, disclose to any third party confidential information relating to searches carried out by the Licensee using the Service.  INTELLECTUAL PROPERTY RIGHTS 10.1 The Licensee acknowledges that it obtains no copyright or other right in the nature of copyright or any other intellectual property right whatsoever in the Service or any part thereof or in the Software, Databases, or any documentation or print-out by virtue of this Agreement. 10.2 Copyright subsists in the Software and Documentation. The Software and Documentation were created and developed by the owners of the copyright in the Software and Documentation as displayed on the screen. The copyright owners retain title and ownership of the original and all copies of the Software and Documentation regardless of the form or media in or on which the original or other copies may exist. This Agreement is not a sale of the original or any copy, and nothing contained in this Agreement shall be construed as granting or otherwise transferring to the Licensee any copyright or ownership interest whatsoever in the Software or Documentation.  ASSIGNMENT 11.1 Neither this License nor any of the rights and obligations of the Licensee hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of the Licensor.  TERM AND TERMINATION 12.1 This License shall have a duration of 12 months from the Start Date and shall continue on an annual basis thereafter subject to receipt by the Licensor of the Renewal Fee within 30 days of the date of invoice unless terminated in accordance with this Clause 12. 12.2 The Licensor may terminate this Agreement at any time immediately by written notice to the Licensee in the event of an irremediable breach by the Licensee of this Agreement, or after the Licensee, in the Licensor's reasonable opinion, has failed to remedy a remediable breach of these terms and conditions within 14 days of being given notice to do so. 12.3 The Licensee may terminate this Agreement with effect from the next Renewal Date by giving written notice at least 30 days prior to the Renewal Date. 12.4 The Licensor may terminate this Agreement immediately on written notice if an agreement between the provider of the Database and the Licensor is terminated. In this event, the Licensor shall promptly make a pro rata refund to the Licensee of any monies paid by the Licensee for the Service covering a period which has not expired. 12.5 In the event of termination of this Agreement pursuant to Clause 12.3 or Clause 12.4 the Licensee shall cease to have access to or have any rights or license in respect of the Service. 12.6 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.  GENERAL 13.1 Force Majeure Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) hereunder resulting from acts or causes beyond its reasonable control. 13.2 No Waiver Any delay or forbearance by the Licensor in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same. 13.3 Entire Agreement This written Agreement constitutes the entire agreement between the parties hereto. 13.4 Severability If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect. 13.5 Variations This Agreement may only be varied in writing by means of a variation signed by both parties. 13.6 Notices Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given herein. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the envelope or wrapper containing the same shall have been put into the post correctly addressed and pre-paid. 13.7 Governing Law This Agreement shall be governed by the laws of the Govt. Of India and the parties thereto submit to the jurisdiction of Calcutta High Court. Last updated 20th May 2002.
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