InfoShips will provide access to InfoShips Data Services to employees of the Customer and/or other named authorised individuals (each a ‘User’) in accordance with the limited licence specified in the Order and these Terms and Conditions of Use (each a ‘licence’). All Licences are personal to the named Customer and may not be assigned or transferred. Except where provided otherwise in the Order, passwords are personal to the named User to whom they are issued and may not be shared. Except when specifically provided otherwise in writing, these Terms of Use apply to all Licences.
1.1 These terms and conditions (‘Terms of Use’) are incorporated into the contract between InfoShips LLC and any individual, institution, organisation or corporate entity (each a “Customer”) for access by the Customer to sets of data from InfpsShips’s database(s) of researched data and editorial content from time to time made available by InfoShips in its products and services (‘InfoShips Data Services’).
1.2 The specific data sets to be made available by InfoShips to a Customer are named or described in an order form or other contracting document agreed by InfoShips and the Customer (each an ‘Order’). Where the relevant Order specifies that InfoShips Data Services are made available for a period on a free trial basis no payment shall be due for that period. Otherwise, access to InfoShips Data Services is conditional on payment by the Customer of all amounts and fulfilment by the Customer of all other terms and conditions contained in the Order and these Terms of Use.
1.3 The contract between InfoShips and the Customer consists of the Order and these Terms of Use (together with any linked documents) and will be interpreted in accordance with the laws of Wyoming. No amendment or variation to these Terms of Use will be valid unless in writing.
2.1 InfoShips will provide access to InfoShips Data Services to employees of the Customer and/or other named authorised individuals (each a ‘User’) in accordance with the limited licence specified in the Order and these Terms of Use (each a ‘licence’). All Licences are personal to the named Customer and may not be assigned or transferred. Except where provided otherwise in the Order, passwords are personal to the named User to whom they are issued and may not be shared. Except when specifically provided otherwise in writing, these Terms of Use apply to all Licences.
2.2 Customers may use InfoShips Data for the purpose of the Customer’s ordinary business. This may include sharing with third parties, on an ad-hoc basis, insubstantial extracts from InfoShips Data and/or materials which combine insubstantial extracts from InfoShips Data with other materials (‘Blended Data’) provided InfoShips is acknowledged as a data source. Except where the Customer has purchased a Distribution licence or InfoShips has specifically agreed otherwise in writing, the Customer may not resell InfoShips Data, engage in systematic redistribution of InfoShips Data or Blended Data or use InfoShips Data to compete with InfoShips’s business.
2.3 InfoShips will provide access to InfoShips Data Services on a User Licence, an Enterprise Licence, a Distribution Licence or a Bespoke Licence (each a “Licence”) as stated on the Order and as described in these Terms of Use.
User licence: one or more named individuals identified in the Order may access and use InfoShips Data Services. The Customer shall: (i) obtain the prior written consent of InfoShips prior to any additional individual(s) being granted access to the InfoShips Data Services; and (ii) promptly notify InfoShips of any changes to the individuals.
Bespoke licence: the terms of the licence are as set out in the Order.
Distribution licence: the Customer may use InfoShips Data as part of Blended Data for redistribution or resale to third parties as specified on the Order provided that the Customer does not; (i) use or authorise the use of Blended Data in products or services that compete with InfoShips’ business; or (ii) distribute or resell any InfoShips Data or Blended Data to any person sanctioned by any trade sanction regime applicable to the UK, US or EU.
Enterprise licence: all the employees and/or other workers of the Customer (and, where specified in the Order, its named Affiliates) may access and use InfoShips Data Services. An “Affiliate” of a corporate entity is any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51% or more of the voting securities in that entity. The addition of further Affiliates to the licence is subject to the prior written consent of InfoShips. The Customer accepts liability for acts and omissions of Affiliates as though such acts and/or omissions were the Customer’s own.
3.1 All intellectual property rights, including but not limited to copyright and database rights, in the InfoShips’ databases, the InfoShips Data Services and InfoShips Data are and shall remain the property of InfoShips LLC and its licensors.
3.2 Customers and Users acquire no proprietary rights in the InfoShips Data and may not use the InfoShips Data in any way that is not authorised by the applicable licence or which infringes the intellectual property rights in them.
3.3 Customers and Users may not obscure or remove any copyright, disclaimer or other notices from information extracted from InfoShips Data Services.
3.4 Customers and Users may not without InfoShips' prior written consent (i) use any automated algorithm, device, method, system or software to access, use, search, copy, monitor, mine, extract or scrape data or other content from InfoShips Data Services; or (ii) disable or incapacitate any mechanism used by InfoShips to monitor usage of InfoShips Data Services.
3.5 InfoShips may include the name and logo of Customers who are corporate entities on its website and marketing materials to indicate that they are customers of InfoShips.
4.1 InfoShips will deliver or make available InfoShips Data Services by the methods specified in the Order. InfoShips may at any time suspend the availability of InfoShips Data Services for routine or emergency maintenance and shall use best efforts to keep such non-availability to a minimum.
4.2 InfoShips may at any time withdraw one or more sets of data from InfoShips Data Services and make reasonable efforts to provide substitute data. If the InfoShips Data withdrawn is included in the data sets licensed by the Customer and InfoShips is unable to provide suitable substitute data within 45 days of the date of withdrawal, InfoShips will refund to the Customer the proportion of the subscription fees related to the withdrawn data and the remaining period of the then current Initial Term or Renewal Term, from the date of withdrawal.
5.1 InfoShips may without notice and without compensation suspend access to any InfoShips Data Services by a Customer and/or one or more Users if; (i) the Customer is in default of its payment obligations; (ii) InfoShips has reasonable grounds to suspect the Customer or such User(s) to be in breach of these Terms of Use; (iii) InfoShips suspects use of a password by unauthorised person(s); or (iv) InfoShips detects levels of usage of InfoShips Data Services inconsistent with previous recorded usage by that Customer or User or in excess of normal usage by comparable customers or users.
5.2 InfoShips may suspend or, at its option, terminate any licence without liability in the event that; (i) the Customer or any User is sanctioned by any trade sanction regime applicable to the UK, US or EU; or (ii) the Customer is or becomes a competitor of InfoShips or is acquired by or merges with a competitor of InfoShips.
5.3 Unless otherwise agreed in writing by InfoShips, on expiry of a licence without renewal or on termination or on cancellation or termination of a licence for any reason during the term of the Order, the Customer shall immediately cease all use of the InfoShips Data Services and, subject to 5.4 below: (i) delete all copies of InfoShips Data from its systems; and (ii) destroy all physical copies of InfoShips Data. InfoShips may request a written confirmation from the Customer that all copies of InfoShips data have been deleted or destroyed.
5.4. The obligations in 5.3 above to delete and/or destroy InfoShips Data does not apply; (i) to InfoShips Data which the Customer has incorporated into other materials as authorised by the relevant licence; or (ii) to InfoShips Data which the Customer must retain under any applicable law, rule or regulation.
5.5. Expiry or termination of a licence shall be without prejudice to the accrued rights and obligations of InfoShips and Customer. Clauses 3, 5, 6, 7 and 8 shall survive expiry or termination for any reason.
6.1 InfoShips may; (i) monitor usage of InfoShips Data Services by the Customer and Users and use information derived from that monitoring for the purpose of administering the Customer’s account, analysing customer usage, providing advice and information to the Customer and Users in relation to InfoShips Data Services and verifying usage by authorised Users; and (ii) audit at any time the use and distribution of InfoShips Data. InfoShips shall treat as confidential all information relating to the Customer’s business that it acquires in the course of such monitoring and/or inspection.
6.2 If an audit performed by InfoShips reveals that the Customer is in breach of these Terms of Use the Customer will reimburse InfoShips; (i) the reasonable cost incurred by InfoShips in performing the audit; (ii) all fees payable in relation to any unauthorised use of InfoShips Data Services; and (iii) interest on such amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
6.3 If required by InfoShips the Customer shall provide a certificate signed by a senior officer of the Customer confirming that the Customer has complied in all material respects with these Terms of Use.
7.1 The Customer may be required to provide certain confidential information relating to the Customer’s business in order to access InfoShips Data Services. InfoShips will keep such information confidential for the term of the Order and for 3 years thereafter. This obligation of confidentiality will not apply to information which; (i) is or subsequently comes into the public domain, except through breach by InfoShips of the confidentiality undertaking in this clause; or (ii) is already in the possession of InfoShips free of any restriction as to its use or disclosure; or (iii) is required to be disclosed by law, regulation or any governmental or competent regulatory or supervisory authority or court.
7.2 The Customer will be required to provide certain personal data relating to Users in order to enable such Users to access InfoShips Data Services. The Customer will ensure that such data is accurate and up to date. InfoShips will retain and process such personal data securely in accordance with applicable law.
8.1 The Customer acknowledges that InfoShips Data are collated and processed by and on behalf of InfoShips in accordance with methodologies and assumptions published and updated by InfoShips from time to time which do not take into account particular circumstances applicable to individual Customers or Users and therefore; (i) are made available to the Customer on an ‘as is’ basis; (ii) are not intended as a substitute for formal 3rd party verification, assurance or indexing services; (iii) should not be used solely as trading, investment or other advice; and (iv) are not intended as a substitute for professional judgement.
8.2 InfoShips excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, including any implied warranty that InfoShips Data is accurate or complete or that access to InfoShips Data Services will be uninterrupted, secure, or error free.
8.3 To the extent permitted by applicable law InfoShips shall have no liability to any Customer for loss of profit or loss of business, or for any special, incidental, indirect and/or consequential damage of any kind, even if it has been advised of the possibility of such damage.
8.4 The total aggregate liability of InfoShips to the Customer in connection with use of InfoShips Data Services or InfoShips Data shall not exceed the amount paid or payable by the Customer under the then current Order for the Initial Term or Renewal Term in which the claim arose.
8.5 InfoShips accepts no liability to any third party who benefits from, uses or relies on InfoShips Data accessed by the Customer. The Customer will indemnify InfoShips from and against any losses, damages, costs and/or expenses incurred by InfoShips in connection with any claim by any such third party relating to InfoShips Data produced by or on behalf of InfoShips for the Customer.
8.6 InfoShips shall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulation by any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.