ONESOURCE INFORMATION SERVICES LIMITED
ON-LINE SERVICE SUBSCRIPTION AGREEMENT
This Agreement is made by and between OneSource Information Services, Limited ("OneSource") and Customer as defined below.
Definitions
Agreement - means the terms and conditions set forth in this On-line Service Subscription Agreement and the Order Schedule(s);
Company Account ID - means the confidential access code assigned by OneSource to Customer for authorized use and access to the Service by a User;
Customer – means the corporate entity specified below;
Information - means the proprietary data of OneSource and/or its third party information providers (“Information Providers”) that are made available as part of the Service;
Order Schedule - means the OneSource ordering document that states the specific Service subscribed to by Customer and the number of designated Users authorized to use the Service;
Service - means OneSource's on-line information service(s) made available to Customer, and consisting of software, Information, databases, and user documentation, that are proprietary to OneSource, its Information Providers, and third party suppliers;
User - means any employee, officer, or onsite consultant/contractor of Customer who has authorized access to the Service by use of an assigned Company Account ID and a User-selected User ID and password;
User ID - means the unique and distinctive "log-on" identifier selected by a User that is used in conjunction with a User selected password that enables authorized access to the Service.
1. License Grant
OneSource grants, and Customer accepts, a limited, worldwide, nonexclusive, nontransferable license to use and access the Service designated in the Order Schedule(s), subject to the terms and conditions of the Agreement.
OneSource shall issue a Company Account ID to Customer. Customer may provide the Company Account ID up to the quantity of designated Users stated in the Order Schedule. The User ID and password may only be used by one named individual and may not be shared . Customer is responsible for any violations of the Agreement by User(s), and Customer shall be responsible for compliance by User(s) with all terms and conditions of this Agreement and the maintenance and security of the Company Account ID. It is specifically acknowledged and agreed by Customer that in the event that OneSource learns that Customer is exceeding the quantity of designated Users stated in the Order Schedule, OneSource may, at its option, increase Customer’s subscription charges, at the then current price per user, to reflect the increased usage and/or treat Customer’s actions as a breach of this Agreement.
2. Use and Use Restrictions
(a) Users may access the Service only for use in the internal operation of Customer's business.
(b) Unless Company has obtained the prior written authorization of OneSource, Company and Users shall not copy or download excessive amounts of the Information nor scrape, batch harvest, upload or in any other way reproduce the Information. Users may however copy and distribute small and insubstantial amounts of the Information for Customer’s internal use.
(c) Unless Company has obtained the prior written authorization of OneSource, Company and Users shall not distribute the Information to any third party (including any parent, subsidiary, affiliated entity, franchisee or dealer of Customer). This prohibition on distribution to third parties shall include, without limitation, a prohibition on the use of the Information to generate any statistical information, publication of the Information in the news media, use of the Information for comparison to other information databases or use of the Information in legal proceeding.
(d) Without the prior written authorization by OneSource, Company and Users may not alter, modify, or adapt the Service, including but not limited to, translating, de-compiling, disassembling, distributing, or creating
derivative works, or (iii) make the Service available for any use by resell, loan, rental, sublicense, service bureau, time sharing, or similar arrangement.
(e) Company and User will not use the Information as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment. In addition, User will not use the Information to engage in any unfair or deceptive practices and will use the Information only in compliance with applicable laws and regulations (including but not limited to those regarding telemarketing, customer solicitation, data protection and privacy).
(f) A violation of these Use and Use Restrictions shall constitute a material breach of this Agreement and may, at OneSource’s option, result in a denial of access to the Information, or any other remedy available to OneSource under this Agreement or by law.
(g) The Information distributed by OneSource may contain information protected by the Data Protection Act of 1998 (as amended) and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the Protection of Individuals with Regard to the Processing of Personal Data and on the Free Movement of such Data. Customer and Users shall comply with any applicable obligations required under such laws.
3. Delivery
OneSource shall make the Service available to Customer during the period between the Start and End Date as stated in the Order Schedule(s). Customer shall be responsible for the selection and use of telecommunications, internet access, and any other systems and services required to access the Service and any charges associated therewith.
4. Customer Support
OneSource's Customer Support Department shall respond to Customer's reasonable telephone and e-mail inquiries regarding problems with the Service from 9:00 AM to 8:00 PM, Eastern Standard Time, Monday through Friday (note: hours may vary in countries outside the U.S. where OneSource or its authorized designee may provide local telephone support).
5. Termination
The term of the Agreement shall continue in effect until terminated:
(a) by either party without cause effective as of the End Date stated on the then current Order Schedule(s) provided that written notice of such intention to terminate shall be given to the other party at least thirty (30) days prior to the End Date, or
(b) by either party immediately, if the other party shall have breached any material term of the Agreement , or
(c) by OneSource as a result of Information unavailability from an Information Provider. In the event of Service discontinuance under this subsection, OneSource shall reimburse Customer the pro-rata portion of Total Charges paid representing the unused portion of the subscription, or
(d) by either party immediately upon written notice in the following circumstances: (i) the other party makes a general assignment on behalf of creditor(s); (ii) the other party admits in writing an inability to pay debts as they mature; and/or (iii) a proceeding is instituted for relief under applicable bankruptcy protection laws or similar laws, and such proceeding is not dismissed within forty-five (45) days.
Termination notification must be in writing and delivered by hand, courier, or by mail, return receipt requested. Sections 6, 7, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement. Notwithstanding termination under this Section 5, unless otherwise mutually agreed to in writing by the parties, this On-line Service Subscription Agreement shall govern the Order Schedule(s) as executed by the parties. Upon termination of this Agreement, Customer shall promptly delete or destroy any Information received from OneSource and, upon request, provide
OneSource or its information providers with certification thereof. This requirement shall not apply to copies of the Information maintained strictly for archival purposes.
6. Total Charges
Customer agrees to pay the "Total Charges" stated in the current or any renewal Order Schedule(s) within thirty (30) days following the date of invoice. Customer agrees to pay any applicable taxes (excluding OneSource income taxes), however designated, related to the Total Charges. In addition to its rights to terminate this Agreement in accordance with Section 5, upon written notice to Customer for material breach, OneSource may suspend Customer’s access to the Service provided that such suspension shall not modify the subscription terms, Customer’s obligations under the Order Schedule or OneSource’s right to terminate this Agreement under Section 5. Customer shall be responsible for all reasonable costs and reasonable attorneys’ fees incurred to collect any overdue amount of the Total Charges, and interest charges of eighteen percent (18%) per annum or the maximum rate of interest allowed by law.
7. Limited Warranty
(a) OneSource warrants that it has the right to license the use of the Service to Customer.
(b) NEITHER ONESOURCE NOR ANY OF ITS INFORMATION PROVIDERS WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS, TIMELINESS OF OR RESULTS TO BE DERIVED FROM THE SERVICE (INCLUDING THE INFORMATION CONTAINED WITHIN IT). EXCEPT AS SPECIFICALLY STATED HEREIN, THE SERVICE IS PROVIDED TO CUSTOMER "AS IS" AND WITHOUT WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability
In no event shall OneSource, any Information Provider, or third party supplier have any liability, in contract, tort, or otherwise, for any indirect, special, incidental, consequential (including lost profits), or punitive damages, arising out of this Agreement or the Service provided hereunder even if OneSource or its Information Providers have been advised of the possibility of such damages. In addition, except as expressly provided in Section 4, the Service is licensed "as is" and without support. Except as expressly provided in Section 10, in no case shall the liability of OneSource or any Information Provider exceed the Total Charges paid by Customer for the subscription term to which the claim relates.
9. Protection of Confidential or Proprietary Software and Information
Customer acknowledges and agrees that the Information is proprietary to OneSource and/or its information providers and comprises: (a) original works of authorship, including compiled information containing OneSource and/or its information providers selection, arrangement, coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by OneSource and/or its information providers at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm OneSource and/or its information providers. Customer agrees that it will not commit or permit any act or omission by its agents, employees or any third party that would impair OneSource’s and/or its information provider’s copyright, database rights or other proprietary and intellectual property rights in the Information. Customer will not use the tradenames, trademarks, service marks or copyrighted materials of OneSource and/or its information providers in listings or advertising in any manner without the prior written approval of OneSource. Customer shall reproduce OneSource’s and/or its information provider’s copyright notice and proprietary rights legends on all copies of such Information. Customer further agrees to take such
security measures to prevent the unauthorized duplication, distribution, or use of the software and Information equal to that which Customer uses to protect its own proprietary information, and in no event shall such measures be less than commercially reasonable. In addition, Customer agrees to honor and comply with reasonable requests submitted by OneSource and/or its Information Providers in order to protect their respective rights in the Service.
10. Indemnity by OneSource
OneSource will defend, hold harmless, and indemnify Customer against all liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by Customer that arise out of any claim asserted by a third party (except for claims for which OneSource is entitled to indemnification under Section 11) that the Service infringes a United States patent, copyright, trade secret, or other proprietary right subject to the following conditions:
(i) Customer promptly notifies OneSource in writing of any notice of such claim; and
(ii) OneSource, at its option, will have sole control of such defense and all negotiations for any settlement or compromise, provided that Customer shall be entitled to participate in its own defense at Customer's expense; and
(iii) should the Service, software, and/or Information become, or in OneSource's opinion be likely to become, the subject of any such claim, Customer will permit OneSource, at OneSource’s option and expense, to procure for Customer the right to continue using the Service, software, and/or Information, to modify the Service, software, and/or Information so that it becomes non-infringing, or to refund or credit Customer the pro-rata portion of Total Charges paid representing the unused portion of the subscription and terminate this Agreement.
11. Indemnification by Customer
Customer shall defend, hold harmless, and indemnify OneSource and/or its information providers from and against all claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by OneSource and/or its information providers arising out of or relating to the use of the Information by (i) individuals or entities which have not been authorized by this Agreement to have access to and/or use the Information; and (ii) Customer or its Users except where such use is in accordance with the terms of this Agreement.
12. General
(a) Neither party shall assign the Agreement without the other's written consent, such consent not to be unreasonably withheld, except that either party may assign the Agreement to any entity which directly or indirectly controls, is controlled by, or is under common control with such assigning party, or to a successor to all or substantially all of its business, assets, and obligations, without such consent.
(b) This Agreement, when executed, shall comprise the exclusive agreement between Customer and OneSource, and shall supersede all preceding agreements and proposals, whether oral, written, or otherwise, and shall prevail over any terms and conditions appearing on Customer's purchase orders to which notice of objection is hereby given.
(c) The Agreement and all of its provisions may not be amended or waived unless agreed upon in a writing signed by the parties hereto.
(d) Neither OneSource, its Information Providers, its third party suppliers, nor Customer shall be responsible for delays or performance failures caused from acts beyond their reasonable control.
(e) The Agreement, and all intellectual property issues, rights, and obligations shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts .
(f) Terms and conditions of the Agreement are severable. If any provision is deemed illegal or unenforceable, all other provisions shall remain in effect.