1.1 These terms and conditions apply to the Licensed Material (defined below) licensed by Apply Financial Limited ('Apply Financial Ltd') to the customer named (the "Customer") on the applicable Apply Financial Ltd Subscription Order Form or any separate agreement that may exist between Apply Financial Ltd and such Customer (together with these terms and conditions, "the Order") for the supply of the Apply Financial Ltd hosted look-up tools selected by the Customer and specified on the Order ("the Products") and the use of the data, information and editorial content and any software (together 'Licensed Material') included in the Products.
1.2 The Order shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.2. Access to the Product
2.1 The Customer will comply with any instructions relating to the security of the Products issued by Apply Financial Ltd. A specially designated username and password will be allocated by Apply Financial Ltd to the Customer or named employees of the Customer who are authorised to access and use the Products ('Authorised Users') for the sole use of the Customer or Authorised Users to access the Products and the Licensed Material. Usernames are unique to the named individual Authorised User and must not be shared or transferred. Apply Financial Ltd may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform the Customer accordingly.
2.2 The Customer shall notify Apply Financial Ltd promptly if it becomes aware or suspects that any unauthorised person has obtained a password. Apply Financial Ltd will alter the password and inform the Customer accordingly. Where the Customer notifies Apply Financial Ltd by telephone, such notification shall be confirmed in writing by the Customer within 48 (forty eight) hours.3. Licence
3.1 Apply Financial Ltd grants to the Customer a non-exclusive, non-transferable licence for the Customer and its Authorised Users to access and use the Products and the Licensed Material for its internal business use only subject to and in accordance with these terms and conditions, and for this purpose to:
3.2 The Customer hereby acknowledges that the copyright, database rights and all other intellectual property rights comprised in or relating to the Licensed Material and all compilations thereof and in documentation supplied by Apply Financial Ltd pursuant to the Products (?Documentation?) are and shall remain the sole property of Apply Financial Ltd or (as applicable) their third party licensors. Save as expressly permitted hereunder, no part of the Licensed Materials or Documentation may be reproduced in any form or by any means and may not be used to prepare or compile directories, database, mailing lists or other derivative works without the prior written permission of Apply Financial Ltd.
3.3 The Customer may not use automated applications or software to access, search or download Licensed Material.
3.4 The Customer shall not use or permit the use of the Products or Licensed Material otherwise than for the purpose of its normal business activities and shall permit no-one other than its Authorised Users to use or have access to the Products, Licensed Material or any parts thereof.3.5 The Customer may not:
4.1 Apply Financial Ltd reserves the right from time to time to make alterations to the Products or any part or parts thereof or to withdraw any part of parts thereof and to make alterations in the times of the availability of the Products and the rules of operation relating thereto and in particular:
4.2 If through the fault of Apply Financial Ltd (which shall not include any circumstances beyond Apply Financial Ltd?s reasonable control) any Product is suspended or interrupted or is otherwise temporarily unavailable or a fault occurs in the Product which prevents the Customer from effectively being able to gain access to the Licensed Data during normal service hours, Apply Financial Ltd will take all necessary steps to rectify the fault as soon as reasonably practicable but shall not be liable for any loss or damage whatsoever suffered by the Customer as a result.5. No Warranties
5.1 To the extent permitted by applicable law, Apply Financial Ltd makes no express warranty or representation regarding the Products or the Licensed Materials and excludes any implied warranties including but not limited to any implied warranty that the information contained in the Licensed Data is accurate or up to date or that it is suitable for any particular purpose. All conditions, warranties or representation express or implied as to the operation or supply of the Product are hereby expressly excluded.6. Licence Fee
6.1 The Customer will pay the fee payable to Apply Financial Ltd as set out in the Order or otherwise communicated to the Customer by Apply Financial Ltd, together with applicable value added tax or other sales tax, in the manner provided in the Agreement or Order Form. Apply Financial Ltd may assess and collect late charges on past due invoices of up to one and one half (1 ?) percent per month or the highest amount permitted by law, whichever is lower.7. Limitation of Liability; Indemnification
7.1 The total aggregate liability of Apply Financial Ltd and their licensors to the Customer for any direct loss arising out of the use of any Product by the Customer or its Authorised Users is limited to an amount equal to the aggregate amount paid by the Customer to Apply Financial Ltd for the use of the Product during the period of 12 months prior to the date the loss was incurred.
7.2 None of Apply Financial Ltd or their licensors will be liable to the Customer for any indirect or consequential loss or damage including without limitation economic loss arising out of the Customer's use of the Product or otherwise arising out of the Order whether or not the possibility of such loss or damage was notified to Apply Financial Ltd or was within their contemplation.
7.3 Nothing in these terms and conditions is intended to limit the liability of any person for death or personal injury caused by the negligence of that person, its employees or agents or for fraud, except to the extent permitted by applicable law.
7.4 While the employees, servants and agents of Apply Financial Ltd may be authorised to assist the Customer by means of help-desk and support facilities, any assistance given by such employee, servant or agent shall be solely at the Customer's risk and neither Apply Financial Ltd will be liable for any loss or damage suffered by the Customer arising there from.
7.5 The Customer shall indemnify Apply Financial Ltd against any liabilities, losses, damages, costs or expenses whatsoever caused incurred by Apply Financial Ltd directly or indirectly as a result of any claim or course of action made or instituted against Apply Financial Ltd by any third party arising from the unauthorised use of the Products by the Customer or its Authorised Users.
7.6 Apply Financial Ltd will defend, indemnify and hold Licensee harmless, and at Apply Financial Ltd?s option, settle any action or proceeding of any kind or description based upon a third party?s claim of patent, copyright or trademark infringement asserted against Licensee in relation to the Licensed Materials (a ?Claim?), provided: (i) the Licensed Materials are used as provided by Apply Financial Ltd; (ii) Apply Financial Ltd is given prompt, written notice of any such claim; (iii) Apply Financial Ltd is given the right to control and direct the investigation, the defense and settlement of each such Claim; and (iv) Licensee reasonably cooperates with Apply Financial Ltd, at Apply Financial Ltd?s expense, in connection with the foregoing and makes no admission or offer of settlement without the prior written authority of Apply Financial Ltd. This indemnity does not extend to any modifications to the Licensed Materials by the Licensee where; (i) such modification is the cause of the Claim; or (ii) the Licensee?s use of the Licensed Materials in combination with any other product or resource not furnished or authorised by the Apply Financial Ltd where such combination is the cause of the Claim. Should the Licensed Materials, become, or in Apply Financial Ltd?s opinion are likely to become, the subject of a Claim, Licensee shall permit Apply Financial Ltd, at Licensor?s option and expense, and as Licensee?s sole and exclusive remedy, either: (i) to procure for the Licensee the right to continue using the Licensed Materials; (ii) to replace or modify the same so that they become non-infringing; or (iii) to grant the Licensee a refund of the unused portion of the fees paid by the Licensee in relation to the relevant Licensed Materials.
7.7 The Products may contain links to external sites. Apply Financial Ltd are not responsible for and have no control over the content of such sites and, to the extent permissible by law, disclaim all responsibility and liability in relation to information available on such sites or accessible from the Products via hypertext links.8. Use of the Products
8.1 The Customer shall use the Products and the Licensed Materials in accordance with all laws and regulations applicable to the Customer.
8.2 It shall be the responsibility of the Customer to ensure that its terminals and other associated equipment are compatible with the requirements of the Products and the Customer shall pay all relevant charges associated with such hardware, equipment or other network components of Customer.
8.3 The Customer shall ensure that any copies of the Licensed Material are deleted from its equipment before disposal of the equipment.9. Data Protection
9.1 Each party shall comply with all data protection and privacy regulations applicable to it in respect of any personally identifying information relating to any individual (?personal data?) contained in the Licensed Materials. The Customer may make no use of such personal data except as expressly authorised by the Product or by applicable law.
9.2 The Customer authorises Apply Financial Ltd to set such cookies (as defined by Directive 2009/136/EC (?the Directive?)) on the computers of Authorised Users in the European Union as are necessary for the purpose of enabling Authorised Users to use and operate the Product. Apply Financial Ltd acknowledges that it is responsible for obtaining any other permission required from Authorised Users under the Directive to set cookies which collect personal data relating to Authorised Users.10. Termination
10.1 Without prejudice to any other right or remedy which may be available to it Apply Financial Ltd may terminate the Order immediately if:
10.2 Upon termination for any reason the licenses granted Apply Financial Ltd will cease to make the Products available to the Customer, all indebtedness of the Customer to Apply Financial Ltd shall become immediately due and the Customer will forthwith return to Apply Financial Ltd all documentation relating to the Products.
10.3 Apply Financial Ltd shall additionally be entitled to suspend supply of the Products to the Customer if it reasonably suspects that the Customer is in breach of these terms and conditions and may impose a reasonable charge to the Customer for restoring the Products.11. General
11.1 The Customer may not assign (including in connection with the acquisition of any equity interest of Customer of greater than 25 percent (25%), transfer, mortgage, charge or part with any of its rights, duties or obligations under the Order to any third party without the prior written consent of Apply Financial Ltd. Any purported assignment will be null and void.
11.2 The order form and these terms and conditions override or supersede any terms of conditions emanating from the Customer and all or any prior promises, representations, understandings, agreements or arrangements oral or written, express or implied, between the parties at any time relating to the supply of the Product and no alteration or amendment shall be effective unless made in writing and signed by a truly authorised signatory of the Customer and Apply Financial Ltd.
11.3 Failure by Apply Financial Ltd to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, shall not be construed as a waiver of its rights under the Order or otherwise.