Subscription
 

Terms & Conditions

1. Defined terms

1.1 Terms are defined in the Schedule above and/or as set out below:
   
'copy'
a copy or reproduction in any form, including printed copy, a photocopy, or an electronic or digital copy, and 'to copy' means the act of copying or reproducing in any form;
'IPR'
copyright (including typographical arrangements), database rights, trade marks, trade names, goodwill, rights in software, patents and patentable inventions, designs, confidential information, trade secrets, and all other intellectual or industrial property rights, whether registered or unregistered and throughout the world;
'Licensed Web-site'
the Art Market Research web-site which is made available on-line over the internet only by subscription to subscribers from time to time including any software which the Licensor may chose to supply in order to enable the downloading or on-line viewing of the Art Market Research web-site;
'Permitted Purpose'

the reasonable [internal] operational and normal business purposes of the Subscriber, excluding:

(a) any purpose which in the Licensor's sole opinion competes with any of the actual or potential businesses, operations or publications of the Licensor;

(b) any purpose which in the Licensor's opinion constitutes the provision of information brokerage or information provider services, irrespective of whether these services involve the provision of the information contained in the Licensed Web-site in a derivative, altered or ancillary form, whether manipulated, reformatted or reinterpreted, or in any other manner whatsoever;

(c) any commercialisation (except where, in the Licensor's sole opinion, this is solely ancillary to the provision of professional advice) including, by sale, resale, loan, transfer, hire or any other form of exploitation with the intention of procuring, or result of, monetary reward;

or (d) the distribution or communication to the public of any information contained in the Licensed Web-site whether or not in electronic form and amending or adapting any of the material contained in the Licensed Web-site for that purpose;

'Schedule'
the Schedule and signature page preceding these terms and conditions; 'Subscription Fee' the fee specified in the Schedule on the basis of the nature of the subscription the Subscriber selects in the Schedule;
'Term'
12 calendar months from the Commencement Date.
   
1.2 References to 'including' or to particular examples shall not be construed to be by way of limitation.
2. Rights Granted  
2.1

In consideration of the Subscriber paying the Subscription Fee, the Licensor grants to the Subscriber a non-exclusive, non-transferable licence, as from the Commencement Date, to use the Licensed Web-site, for the Permitted Purpose, as follows:

(a) where the Subscriber has selected to subscribe to a Full Financial Subscription in the Schedule, the Licensor grants to the Subscriber a licence to access the Licensed Web-site for the Term; and

(b) where the Subscriber has selected to subscribe to a Limited Financial Publication in the Schedule, the Licensor grants to the Subscriber a licence to access the Licensed Web-site for [insert no. of logons] logons during the Term only.

   
2.2 Should the Subscriber wish to make use of the Licensed Web-site or any part thereof, for purposes outside the Permitted Purpose, it shall first inform the Licensor, who may grant or withhold permission at its absolute discretion and where it grants permission may impose such conditions on the grant as it deems appropriate.
   
2.3 The Subscriber must ensure that whenever a copy is made of the entire or any part of the Licensed Web-site, the Subscriber does not remove any copyright notice contained in the Licensed Web-site and makes clear reference to the Licensed Web-site as the source of such copy.
   
3. Ownership of Licensed Web-site

The Subscriber acknowledges that:

(a) all IPR in the Licensed Web-site, and all parts thereof, including the trade mark 'Art Market Research' [ please confirm that this trade mark has been registered on Art Market Research's behalf] and any ancillary web pages is owned by the Licensor or third parties;

(b) the Subscriber has no IPR nor any other proprietary interests in the Licensed Web-site, any ancillary web pages, or any data and material contained in the Licensed Web-site and ancillary web pages; and

(c) except as expressly permitted in this Agreement, nothing herein shall be taken as conferring by implication, estoppel or otherwise any licence or right to use any IPR in the Licensed Web-site, any ancillary web pages, or any data and material contained in them without the prior written approval of the Licensor or third parties who may own such IPR.

   
4. Subscriber's Obligations  
4.1

The Subscriber warrants that:

(a) it shall ensure that any log-on identification, password or other identification measure employed to obtain access to the Licensed Web-site is not disclosed to any person other than the Named Contact, or persons authorised to access the same within the Subscriber;

(b) all authorised persons use the Licensed Web-site only in accordance with this Agreement;

(c) the Subscriber's information technology systems and paper record systems are secure and not capable of penetration (including by 'hacking' or physically) by unauthorised persons and that all data derived from the Licensed Web-site shall (subject to the Permitted Purpose) be kept secure;

(d) it shall comply with all applicable laws and regulations relating to the activities contemplated under this Agreement; and

(e) it acknowledges the Licensed Web-site is not 'an investment advertisement' within the meaning of Section 57 of the Financial Services Act 1986 (or any equivalent provision in any successor or complimentary legislation thereto) and that the Licensor is not providing the Subscriber with any investment advice via the Licensed Web-site.

   
4.2

The Subscriber and its staff or any other persons who may have access to the Licensed Web-site shall not (except as and to the extent specifically permitted by law):

(a) other than for the Permitted Purpose, copy the Licensed Web-site, any ancillary web pages, or any data and material contained in them, or any part thereof, in any medium;

(b) access or attempt to access the Licensed Web-site from a location other than the Subscription Location;

(c) convert the Licensed Web-site, any ancillary web pages, or any data and material contained in them into any electronic format;

(d) other than for the Permitted Purpose, merge or combine the Licensed Web-site, any ancillary web pages, or any data and material contained in them with any information, publication, database or copyright material;

(e) modify, augment, translate, adapt, tamper with, reverse engineer or derive source code for the Licensed Web-site, any ancillary web pages, or any data and material contained in them, or attempt to do any of the aforementioned things;

(f) other than for the Permitted Purpose, provide, rent, lend or in any other manner supply the Licensed Web-site, any ancillary web pages, or any data and material contained in them to any other person; or

(g) copy, republish, re-use, download, post, display, link to, mirror, modify, broadcast, transmit or in any other manner disseminate the Licensed Web-site, any ancillary web pages, or any data and material contained in them.

   
4.3 The Licensor may cancel any log-on identification, password or other identification measure, at any time, without giving a reason, by providing notice of such cancellation to the Subscriber, either in writing (to the address specified in the Schedule) or by e-mail.
   
5. Ancillary services and products not supplied by the Licensor The Subscriber understands that in order to use the Licensed Web-site, it will have to provide its own data processing equipment, software, internet access or other telecommunication services and training for its personnel.
   
6. Disclaimer  
6.1 The Subscriber accepts that although the Licensor shall use reasonable endeavours to keep the Licensed Web-site updated it shall not be liable for any delay in so updating.
   
6.2 In the event that any software is included in the Licensed Web-site, the Licensor makes no warranty that such software is free from software errors or viruses. It shall, however, use reasonable endeavours to ensure the Licensed Web-site is provided free of software errors or viruses and, in the event any are detected or brought to its attention, shall use its best endeavours to correct such errors and remove such viruses.
   
6.3 While reasonable care has been taken in the preparation of the Licensed Web-site, the Subscriber understands that the data contained therein may be derived from the input of third parties over which the Licensor has no control, and the Licensor expressly disclaims responsibility for the accuracy of any information or content originating from any third parties and any errors or omissions in the Licensed Web-site resulting from such information or content.
   
6.4

The parties agree that:

(a) the Licensor, shall not be liable to users or any other person for any direct, indirect or consequential loss, or damage (including lost profits and data) however occasioned, including in whole or part by the Licensor's negligence or matters beyond the Licensor's control in procuring, compiling, interpreting, reporting, delivering (including delivering containing viruses or software errors) or in any other manner providing or publishing the Licensed Web-site to the Subscriber; and

(b) the Licensed Web-site, information and content are provided 'AS IS' and all conditions or warranties express or implied, statutory or otherwise (including without limitation those pertaining to accuracy, completeness, currency, non-infringement, merchantability or fitness for a particular purpose of the Licensed Web-site) are hereby excluded.

   
6.5 The foregoing exclusions and limitations of liability do not apply in case of death or personal injury.
   
7. Subscriber's records  
7.1 The Subscriber shall keep all records necessary to enable the verification of its compliance with this Agreement, and all restrictions contained herein.
   
7.2 The Licensor and its auditors shall have access to and the right, upon reasonable prior notice (waivable in an emergency), to examine the Subscriber's records during business hours and to conduct an audit to verify the Subscriber's compliance with this Agreement.
   
8. Confidentiality  
8.1 The Subscriber undertakes to keep confidential and not to disclose to any third party or to use itself, other than for the Permitted Purpose, any confidential or secret information in any form directly or indirectly belonging or relating to the Licensor, its affiliates, its or their business affairs, disclosed by the Licensor or received by the Subscriber pursuant to or in the course of this Agreement ('Confidential Information').
   
8.2 The Subscriber undertakes to disclose the Licensor's Confidential Information only to those of its officers, employees, agents and contractors, to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement.
   
8.3

The above obligations of confidentiality and non-use shall not apply to information or material:

(a) which is known by the Subscriber prior to receipt from the Licensor as evidenced by documents in the possession of the Subscriber at the time of disclosure;

(b) which, after receipt from the Licensor, is disclosed to the Subscriber by a third party having the legal right to do so;

(c) which is available to the public at the time of receipt from the Licensor; or

(d) which becomes available to the public after receipt from the Licensor through no fault of the Subscriber.

   
9. Subscriber's data  
9.1 Any communication or information transmitted by a user in the course of using the Licensed Web-site, by electronic mail or otherwise will be treated as non-proprietary and non-confidential. Anything transmitted by any user may be used by the Licensor or its affiliates internally for the Licensor's purposes.
   
9.2 The Licensor's web server may automatically recognize the domain name and email address (where possible) of users of the Licensed Web-site. The Licensor may collect the domain names and email address of users of the Licensed Web-site and visitors to its websites, the email address of those who post messages to its bulletin boards, those who communicate with it via email, those who make postings to its chat areas, any aggregate information on what pages users access or visit as well as information volunteered by users, such as survey information and/or site registrations.
   
9.3 All users (whether or not Subscribers) are prohibited from posting or transmitting any unlawful, defamatory, obscene or scandalous material or any material that constitutes or encourages conduct that would be considered a criminal offence, likely to give rise to civil liability, or otherwise violates any law.
   
10. Term and termination  
10.1 This agreement shall continue for the duration of the licence granted in clause 2.1 unless terminated by the Licensor pursuant to clause 10.2.
   
10.2

The Licensor may terminate this Agreement at any time with immediate effect, by providing notice of such termination to the Subscriber, either in writing or by e-mail (to the address of the Named Contact specified in the Schedule):

(a) if the Subscriber fails to pay any Subscription Fee due; or

breaches any of the provisions of this Agreement, and where such breach is capable of remedy, fails to remedy such breach within 14 days after receipt of written notice setting out the breach and requiring it to do so.

   
10.3 On termination, the Subscriber must destroy, procure destruction of, or erase all copies of the Licensed Web-site in the possession of the Subscriber or in the possession of any other person via the Subscriber.
   
11. General  
11.1 Licensor may modify the conditions of access to the Licensed Web-site and especially the mode of access to the Licence Publication, by providing reasonable notice of such modifications to the Subscriber, whether in writing (to the address of the Named Contact specified in the Schedule) or on-line.
   
11.2 The Subscriber may not assign, transfer, sub-license, charge, or sub-contract any of its rights hereunder without the express consent of the Licensor.
   
11.3 If any provision of this Agreement is held to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
   
11.4 This Agreement is governed by the laws of England and Wales, and the Subscriber and the Licensor hereby submit to the non-exclusive jurisdiction of the courts of England and Wales.

 

©Art Market Research 2011