Version: June 2016
These Terms and Conditions constitute a part of the agreement (the "Agreement") between you and Maplecroft.Net Limited ("Verisk Maplecroft") into which they have been incorporated by reference. The capitalised terms used in these Terms and Conditions, if not defined herein, are defined in the Agreement to which these Terms and Conditions are referenced.
1. Grant of Licence; Use of User Names and Passwords; Subsidiaries and Affiliates; Indemnity
1.1 Verisk Maplecroft grants you and your employees, upon the terms and conditions set forth in this Agreement,
(a) a non-transferable, except as provided herein, and non-exclusive licence: to enter the restricted portion of the Web Site for the sole purpose of downloading from the Web Site to a Permitted Computer (as such term is defined in section 1.3 below) and reproducing in storage media of a Permitted Computer copies of the Web Site pages containing the Products, and downloading from the Web Site to a Permitted Computer and reproducing in storage media of a Permitted Computer files (such as Word, Excel or PDF files) containing one or more portions of the Products, and
(b) a non-transferable, except as provided herein, and non-exclusive licence to:
(i) copy such pages, files or portions thereof, and portions of the Products, into new files, whether or not such new files constitute derivative works, and reproduce such new files in storage media of a Permitted Computer:
(ii) copy and distribute electronic or printed copies of such pages, files or new files to your employees; and
(iii) copy and distribute electronic or printed copies of such new files to persons that are not your employees, provided that such new files contain, in addition to information obtained from any Product, information or interpretation not contained in the Products and that such new files, alone or in the aggregate, do not constitute a substantial portion of any Product in its unaltered state.
1. 2 Notwithstanding the foregoing, you may not exercise your rights hereunder:
(i) so as to include information obtained from a Product in, or supply such information for inclusion in, any public document relating to a financial transaction, including a prospectus, circular, memorandum or report, without obtaining Verisk Maplecroft’s prior written consent (which may be subject to payment of a fee for such use of information);
(ii) so as to provide copies of any Product, in whole or in part, to enable any recipient thereof to obtain the benefits of any Product without payment of the appropriate Access Fee to Verisk Maplecroft, or
(iii) in violation of the Conditions of Use of the Web Site as they may appear on the Web Site from time to time.
1.3 “Permitted Computer” means any computer, tablet or mobile device that is part of a network administered by you and is under the personal control of one of your employees.
1.4 This Agreement grants no right to sublicence, rent or loan any Product, nor does it grant any right to create a derivative work based upon any Product except as otherwise expressly provided herein.
1.6 Within four business days after receipt from you of the Access Fee for each of the Products and a signed copy of this Agreement, Verisk Maplecroft will permit each of your employees to register a user name and password for themselves on the Web Site in order to access the Products. You will provide promptly from time to time as appropriate to Verisk Maplecroft’s Client Services contact named in this Agreement, the details of any employee who registered for access hereto who is no longer authorised by you to access the Web Site or is no longer employed by you. On being advised that any such employee is no longer authorised to access the Web Site or is no longer employed, Verisk Maplecroft may forthwith disable the password and user name that was used by that employee.
1.7 You and your employees shall protect and keep confidential each user name and password associated with the Products. You may not disclose or distribute any user names and passwords or permit any of such to be disclosed or distributed, to any person except as expressly permitted hereunder. You may not copy or use any user name or password, or permit such to be copied or used, so as to allow persons to gain access to the Web Site or any Product, except those persons expressly permitted hereunder.
1.8 Each Product provided to you is proprietary and confidential to Verisk Maplecroft, and you and your employees shall protect each Product as a trade secret. Verisk Maplecroft shall have the right to undertake a review of your use of any Product to verify your compliance with the provisions of this Agreement. You may not disclose or distribute, or permit to be disclosed or distributed, any Product or any information or data contained in or derived from any Product to any person, except as expressly permitted pursuant to this Agreement. You may not copy or use all or any portion of a Product, or permit any such to be copied or used, except as expressly permitted in accordance with this Agreement.
1.9 Although you are the sole named Client under this Agreement, your rights with respect to the Products may also be exercised by your subsidiaries and affiliates whilst they remain part of your corporate group. No person shall constitute a subsidiary or affiliate of yours hereunder unless at the date of signature of this Agreement, such person controls or is controlled by you (a person will "control" another person if it owns, directly or indirectly, more than 50% of the equity in that person). Any such exercise by such a subsidiary or affiliate shall be subject to all of the terms and conditions of this Agreement as though such subsidiary or affiliate were expressly named as the Client, and you shall be liable in all respects for any failure on the part of such subsidiary or affiliate to observe or perform such terms and conditions. Notwithstanding the specification of such subsidiary or affiliate in this Agreement, until such time as separate research agreements have been entered into by all such subsidiaries and affiliates, all notices and communications of any nature with respect to this Agreement shall be between you (as the named Client) and Verisk Maplecroft.
1.10 You agree to indemnify and hold harmless Verisk Maplecroft from any loss, damage, cost, expense or liability, including, without limitation any unpaid Access Fee that Verisk Maplecroft may suffer or incur on account of your failure to maintain custody and control of, or to use, in each case in accordance with this Agreement, the Products, the Web Site, and the user names and passwords provided to you or created by your employees.
2. Term of Licence; Subscription Period; Extension of Subscription Period
2.1 The term of the grant of licence made by this Agreement as to any Product shall end on the last day of the then current Subscription Period for the relevant Product unless such term is sooner terminated in accordance with this Agreement or unless such term is extended pursuant to this Agreement.
2.2 Prior to the expiry of any current Subscription Period for any Product, Verisk Maplecroft may by written notice to you propose the extension of that Subscription Period, which notice may set out any access fees payable for such extension and such other terms and conditions applying to such extension as Verisk Maplecroft may determine, in its discretion. Upon your acceptance of such notice, the Subscription Period for that Product shall be deemed extended for the further period specified therein upon such revised terms and conditions and, to the extent not so revised, the terms and conditions set forth in this Agreement.
3. Product Revisions; Discontinuance; Limitations of Warranty
3.1 Verisk Maplecroft anticipates that each Product maintained on the Web Site will be revised, by way of more current information or interpretation placed on the Web Site, two to three times in any 12 month period but shall be entitled, in its sole discretion, to revise such Product more frequently or less frequently, and shall not be obligated to revise any Product even though Verisk Maplecroft may be aware that the information or interpretation contained in such Product is no longer accurate or no longer reflects the judgement of Verisk Maplecroft.
3.2 Verisk Maplecroft shall have the right, in its sole discretion, to discontinue any Product upon not less than thirty days notice. If Verisk Maplecroft shall discontinue any Product and shall incorporate the information from such Product into a successor product, your access to the Product shall be transferred to the successor product without the payment of any additional access fee for the remainder of the then Subscription Period. If Verisk Maplecroft shall discontinue any Product and either shall not incorporate the information therefrom into a successor product or shall so incorporate such information but shall not, provide the successor product by similar media, Verisk Maplecroft shall give you a credit of the pro rata portion of the Access Fee paid for such Product for the remainder of the then Subscription Period, which credit shall be applicable to any other product of Verisk Maplecroft or to any extension of the Subscription Period for any other product. THE FOREGOING SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF THE DISCONTINUANCE OF ANY PRODUCT BEFORE THE END OF THE THEN SUBSCRIPTION PERIOD.
3.3 Except for statements that are expressly identified in this Agreement as representations or warranties, Verisk Maplecroft makes no written, oral, statutory, express or implied warranties, conditions or representations, concerning the Products, the Web Site or their content. Verisk Maplecroft expressly disclaims any implied warranties, including, without limitation, conditions of satisfactory quality, merchantability or fitness for a particular purpose whether implied by law or otherwise. Verisk Maplecroft does not know the purpose for which you are using the Products and therefore does not warrant or represent that the Products or other content are sufficient or appropriate for such purpose or your requirements. Verisk Maplecroft represents that it has used reasonable endeavours to obtain the factual information contained in the Products from sources deemed by it, in its discretion, to be reliable at the time such information was obtained but Verisk Maplecroft makes no warranties or representations about the accuracy or completeness of such information. Verisk Maplecroft also represents that it has used reasonable skill and care in creating the Products, but Verisk Maplecroft makes no warranties or representations about the accuracy or completeness of the Products or about the content of such, including without limitation the interpretations it has made regarding the factual information in the Products.
4. Web Site; IT Support
4.1 Verisk Maplecroft shall maintain each Product on one or more of the computers that constitute the Web Site until the sooner of the discontinuance of the Product and the expiration of the Subscription Period for that Product and will maintain the computers that serve the Web Site so that the Web Site is available to Verisk Maplecroft’s internet service provider at all times, except for periods of routine or extraordinary maintenance and for periods during which, due to circumstances beyond the reasonable control of Verisk Maplecroft, the Web Site is not so available. Circumstances beyond the reasonable control of Verisk Maplecroft shall include, but shall not be limited to, the consequences of unauthorised access (both electronic and physical) to Verisk Maplecroft's computers, loss of electrical power, equipment failures, loss of internet access, inadvertent file destruction or deletion and any events that would customarily constitute force majeure. If you shall have notified Verisk Maplecroft that the Web Site is not available to you and such situation shall continue for more than 48 hours after your notification because of Verisk Maplecroft’s failure to make the Web Site available to its internet service provider due to circumstances within Verisk Maplecroft’s control, you will be entitled to a pro rata refund of the Access Fee for each Product delivered to you via the Web Site for the period that the Web Site is not available to you. If the Web Site is not available to you on the internet for any reason for more than five (5) consecutive business days or a total of twenty (20) business days in any twelve (12) month period ending on an anniversary of the start date of the relevant Subscription Period, you may elect, by notice given to Verisk Maplecroft within five business days after the end of such outage, to terminate the grant of licence made hereby as to each Product delivered via the Web Site. In such case, Verisk Maplecroft will give you a pro rata refund of the Access Fee paid for each such Product for the remaining portion of the relevant Subscription Periods. ANY REFUND AS DESCRIBED ABOVE SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH LACK OF AVAILABILITY.
5. Limitations of Liability
5.1 SUBJECT TO SECTION 5.7, UNDER NO CIRCUMSTANCES SHALL VERISK MAPLECROFT BE LIABLE FOR:
(a) SPECIAL, INCIDENTAL OR PUNITIVE LOSS;
(b) INDIRECT OR CONSEQUENTIAL LOSS; OR
(c) LOSS OF BUSINESS, REVENUE, GOODWILL, PROFITS, CONTRACTS OR ANTICIPATED SAVINGS (WHETHER SUCH LOSS IS DIRECT OR INDIRECT, FORESEEABLE OR OTHERWISE),
IN ANY SUCH CASE ARISING FROM OR IN CONNECTION WITH OR OTHERWISE RELATING TO THE PRODUCTS, THE WEB SITE, OR THIS AGREEMENT WHETHER ON THE BASIS OF NEGLIGENCE, TORT, BREACH OF CONTRACT, MISREPRESENTATION OR OTHERWISE.
5. 2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT BUT SUBJECT TO SECTION 5.7 BELOW, UNDER NO CIRCUMSTANCES SHALL VERISK MAPLECROFT BE LIABLE FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ON WHATSOEVER BASIS, IN AN AMOUNT IN EXCESS OF THE ACCESS FEES ACTUALLY PAID PURSUANT TO THIS AGREEMENT.
5.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT BUT SUBJECT TO SECTION 5.7 BELOW, UNDER NO CIRCUMSTANCES SHALL VERISK MAPLECROFT BE LIABLE FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT ON WHATSOEVER BASIS, IN AN AMOUNT IN EXCESS OF THE ACCESS FEES ACTUALLY PAID PURSUANT TO THIS AGREEMENT IN RESPECT OF THAT PRODUCT.
5.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT BUT SUBJECT TO SECTION 5.7 BELOW, NO ACTION, REGARDLESS OF ITS FORM, ARISING FROM OR PERTAINING TO ANY PRODUCT OR THIS AGREEMENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THAT ACTION HAS ACCRUED.
5.5 The Products, and the information therein, do not include, nor shall they be construed as including, advice, guidance or recommendations from Verisk Maplecroft to take, or not to take, any actions or decisions in relation to any matter, including without limitation relating to investments or the purchase or sale of any securities, shares or other assets of any kind. Should you take any such action or decision based on information in a Product, you do so entirely at your own risk and Verisk Maplecroft shall have no liability whatsoever for any loss, damage, costs or expenses incurred or suffered by you as a result.
5.6 In no event shall you provide access to the Products, or any part of the Products, to any third party other than as permitted by Section 1 without obtaining prior written consent from Verisk Maplecroft, which Verisk Maplecroft may withhold in its absolute discretion.
5.7 Notwithstanding anything to the contrary in this Agreement, Verisk Maplecroft does not limit or exclude its liability for fraud or fraudulent misrepresentation, or for death or personal injury arising from its negligence or that of its employees, affiliates, agents or subcontractors, or any liability which cannot by law be restricted or limited.
6. Proprietary Rights
6.1 At all times, Verisk Maplecroft or its licensor shall retain title to and ownership in the copyright and all other intellectual property rights in the Products and the Web Site. You shall have no rights in any of the foregoing unless expressly granted by this Agreement.
6.2 You shall not alter, obscure, remove, interfere with or add to any of the trade marks, trade names, markings or notices affixed to or contained in the Products or the Web Site and shall ensure that all those trade marks, trade names, markings and notices are reproduced completely and legibly on all copies of the Products. If you shall excerpt any portion of a Product or shall utilise any information contained in a Product (which for the avoidance of doubt you are only entitled to do to the extent expressly permitted under this Agreement), you will accompany such excerpt or information with an attribution of such portion of a Product or such information to Verisk Maplecroft. The form of such attribution shall be substantially as follows: “The foregoing [chart/graph/table/information] was obtained from [name of Product]™, a product of Verisk Maplecroft.”
6.3 Except for disclosures made by Verisk Maplecroft to consultants or other service providers in furtherance of the maintenance or administration of the Web Site, the improvement of the Web Site or Verisk Maplecroft’s marketing efforts, Verisk Maplecroft will not disclose to others your frequency of access of the Web Site and the identity of the pages on the Web Site that you access.
6.4 Verisk Maplecroft will not use any trade marks or trade names belonging to you or your subsidiaries or affiliates without obtaining your prior consent.
6.5 Subject to Section 5.2, Verisk Maplecroft shall defend any and all suits, actions and claims brought against you in respect of, and shall pay all fines, costs, compromises, settlements, awards, judgements and legal and other expenses (including reasonable legal fees) directly resulting from or relating to, any claim that a Product infringes or violates any intellectual property right of any person, except for any claim which arises from breach of this Agreement by you or from a modification to a Product not made by Verisk Maplecroft. You agree to, and it shall be a condition to the continuation of the obligations of Verisk Maplecroft pursuant to this Section 6.5 that you:
(a) promptly notify Verisk Maplecroft of such alleged infringement or violation;
(b) make no admission as to liability in respect to such claim;
(c) allow the conduct, settlement, negotiation or litigation of such claim to be solely handled by Verisk Maplecroft; and
(d) co-operate reasonably with Verisk Maplecroft, at Verisk Maplecroft’s expense, in the defence of any such claim if requested to do so by Verisk Maplecroft.
In no event shall Verisk Maplecroft be liable for any compromise or settlement entered into without Verisk Maplecroft’s prior consent. Notwithstanding any other provision of this Agreement, if any such infringement shall be alleged Verisk Maplecroft shall have the right, in its discretion, to modify or replace the Product claimed against to avoid the infringement, to procure the right for you to continue using such Product or to terminate your use of the Product and/or this Agreement and refund to you the pro rata portion of the Access Fee for such Product already paid by you for such Product for what would have been the remainder of the current Subscription Period for such Product. The foregoing shall constitute your sole and exclusive remedy on account of such infringement.
7. Termination of Agreement; Termination of Access to Products
7.1 Verisk Maplecroft may terminate this Agreement, immediately, without credit or refund on written notice to you:
(a) if Verisk Maplecroft reasonably shall have concluded that you are in breach of your obligations regarding the use of user names and passwords or Products under this Agreement or any other research agreement with Verisk Maplecroft or that you are in breach of your obligations regarding the copying and distribution of any Product or any other product of Verisk Maplecroft;
(b) if you shall have failed to pay any Access Fee or any accompanying tax or governmental charge (including without limitation any sales or use tax, or any value added tax or any withholding tax or other payment pursuant to Section 8.3) for the then current Subscription Period and such failure shall have continued for five days after your receipt of notice of such failure;
(c) if you shall have breached or violated any other material term or condition of this Agreement and such breach or violation shall have continued for thirty days after your receipt of notice of such breach or violation;
(d) if an order for relief shall have been entered against you under, or if you as a debtor shall be otherwise entitled to the benefit of, any statute in any applicable jurisdiction that provides relief for debtors (a “Debtor’s Law”) and you shall continue to receive the protection of such Debtor’s Law for more than 90 days; or if you shall become insolvent, be bankrupt or fail to pay your debts as they become due or within the meaning of any applicable Debtor’s Law; or if you shall cease to carry on your business in the ordinary course; or if you or a substantial part of your assets shall be the subject of the appointment of an administrator or other receiver, manager, liquidator, trustee or similar officer or of an assignment for the benefit of creditors; or if an order is made or entered, or a resolution passed, for your administration, winding-up or dissolution; or if you enter into, propose or become subject to any composition, reorganisation, arrangement or other agreement affecting all or a substantial part of your assets; or if in any other way you or a substantial part of your assets are protected from claims of creditors in any respect;
(e) notwithstanding any other provision of this Agreement, if you should undergo a change of control (for such purposes, "control" means the right to direct the affairs of a company whether by ownership of shares, by membership of the board of directors, by agreement or otherwise).
(f) If, during any Subscription Term, you should acquire or be acquired by a competitor of Verisk Maplecroft or another entity that may conflict with Verisk Maplecroft's proprietary interests.
7.2 Verisk Maplecroft may terminate this Agreement immediately, on written notice to you, if there is a legal or regulatory change (including the imposition of sanctions) which prevents or prohibits Verisk Maplecroft from providing the Products to you in the way that the Products are provided at the time of the legal or regulatory change, renders such provision not commercially viable, or would have a materially detrimental effect on Verisk Maplecroft's reputation if such provision were to continue. In such case, Verisk Maplecroft will use all reasonable endeavours to give you a pro rata refund of the Access Fee already paid by you for the Products for what would have been the remainder of the current Subscription Period for each such Product, subject to the payment of such refund not being prevented by any applicable laws, regulations, sanctions, or rules or guidance of any relevant authority. Where Verisk Maplecroft is required to obtain authorisation or a licence from any relevant authority to provide a refund under this Section 7.2, it will use commercially reasonable endeavours to obtain such authorisation or licence.
7.3 Upon termination of this Agreement pursuant to Section 7.1 or 7.2, upon the expiry of the term of this Agreement or other termination of this Agreement, (a) your licence to access and use the Products, and the Web Site shall terminate forthwith and you shall make no further use of such whatsoever; (b) Verisk Maplecroft shall be entitled to disable your user names and passwords under this Agreement; (c) you shall forthwith deliver to Verisk Maplecroft or shall immediately destroy any copies of any Products and any document or electronic file that contains data and other information (howsoever recorded and stored) extracted, exported or reproduced from any such Product held by you (and you shall certify to Verisk Maplecroft in writing signed by an appropriate officer that you have complied with this subclause (c)); and (d) Verisk Maplecroft shall be relieved of any future obligation regarding your access to any Product.
7.4 Upon expiry or termination of the Subscription Period for a Product, (a) your licence to access and use such Product and the Web Site to access such Product shall terminate forthwith and you shall make no further use of such whatsoever; (b) Verisk Maplecroft shall be entitled to disable your access to such Product; (c) you shall forthwith deliver to Verisk Maplecroft any copies thereof for such Product and shall immediately destroy any copies of such Product and any document or electronic file that contains data and other information (howsoever recorded and stored) extracted, exported or reproduced from such Product held by you (and you shall certify to Verisk Maplecroft in writing signed by an appropriate officer that you have complied with this subclause (c)); and (d) Verisk Maplecroft shall be relieved of any future obligation regarding your access to such Product
7.5 The expiry or termination of this Agreement shall not affect any rights or obligations of either party which have accrued prior to the date of termination. All provisions which, expressly or by implication, survive the termination of this Agreement shall remain in full force and effect including, without limitation, Sections 1.7, 1.8, 1.10, 5, 6.1, 6.2, 6.5, 7.3, 7.4, 7.5, 8.2, 8.3, 10, 11, 12, 13, 14, 15 and 18.
8. Access Fee; Taxes
8.1 You shall pay each Access Fee promptly upon your receipt of an invoice therefor or in conjunction with your submission of your signed copy of this Agreement as described herein. The invoice may be provided by Verisk Maplecroft, or a subsidiary, affiliate or parent company of Verisk Maplecroft. If Verisk Maplecroft shall elect to provide you with access to any Product, any user name or password for any Product prior to your having paid the Access Fee therefor, such election by Verisk Maplecroft shall not relieve you of your obligation to pay such fee as provided in the preceding sentence. No Access Fee is refundable for any reason except to the extent otherwise expressly provided herein.
8.2 No Access Fee includes any sales or use tax, any value added tax or any other tax or other governmental charge payable in connection with your execution and delivery of this Agreement or the exercise of your rights hereunder. You shall pay any such tax or other governmental charge in addition to any Access Fee, whether or not separately invoiced by Verisk Maplecroft, and you agree to provide all information reasonably requested by Verisk Maplecroft to assist in the calculation of such taxes. You shall indemnify and hold harmless Verisk Maplecroft from your failure to make any such payment in a timely manner.
8.3 The Access Fee for each Product as stated in this Agreement is net of any applicable withholding taxes that may be imposed by governmental authorities of any country from which payment of such Access Fee may be made. If any such withholding taxes shall be imposed or collected in connection with such Access Fee such that the amount of such Access Fee actually received by Verisk Maplecroft shall have been reduced from the amount of the Access Fee stated in this Agreement, you shall be responsible for paying to Verisk Maplecroft such additional amounts from time to time as shall be necessary to cause Verisk Maplecroft to have received in connection with this Agreement the full amount of the Access Fee stated herein without regard to the imposition or collection of any such withholding taxes.
9. Product Trials
9.1 Verisk Maplecroft may agree from time to time to provide you with access to certain information and data that constitute one of Verisk Maplecroft's research products on a trial basis ("Trial Products"). This section sets out the basis upon which Verisk Maplecroft agrees to provide Trial Products to you.
9.2 The Trial Products, and their applicable Trial Periods, are as specified in the contract documents to which these General Terms and Conditions are attached, or as otherwise agreed in any supplement to this Agreement.
9.3 If specified in the contract documents to which these General Terms and Conditions are attached or any supplement to this Agreement, you shall pay the Access Fee payable for each Trial Product promptly upon your receipt of an invoice therefor.
9.4 Verisk Maplecroft will permit each of your employees to register a user name and password for themselves on the Web Site in order to access the Trial Products, Verisk Maplecroft may provide you with a password which may be used by each of your employees to gain access to the Trial Product. You may use the Trial Products strictly for the purpose of evaluating whether to obtain a subscription to the Products, and must not provide access to the Trial Products, or provide any data or other information extracted from the Trial Products to third parties.
9.5 Verisk Maplecroft will provide the following assistance to you during the Trial Period for each Trial Product:
(a) at the commencement of the Trial Period, Verisk Maplecroft will provide you with a live demonstration of the Trial Product, either at your premises or via web/video call;
(b) during the Trial Period, Verisk Maplecroft will contact you to see how the trial is progressing; and
(c) after expiry of the Trial Period, Verisk Maplecroft will obtain feedback from you regarding your experience trialling the Trial Product.
9.6 You acknowledge that during the relevant Trial Period, Verisk Maplecroft may collect usage statistics from your access to each Trial Product, including the number of sessions where you use each Trial Product and what documents or data you download from the Trial Product.
9.7 If you wish to subscribe to the research product which you have trialled as a Trial Product after expiry of the relevant Trial Period, the parties will enter into a supplement to this Agreement to licence you the right to use the research product for a Subscription Period. Unless such a supplement to this Agreement incorporating the research product into this Agreement has been signed by the parties on the date of expiry of the relevant Trial Period, your access to the Trial Product shall cease, you shall immediately cease using the user names and passwords to access the Trial Product, and you shall return, or if requested by Verisk Maplecroft, destroy, any and all information and other data extracted from the Trial Product.
10. Entire Agreement; Severability
This Agreement constitutes the entire agreement, and supersedes any proposals, previous agreements or existing contracts previously executed, with respect to the subject matter hereof. This Agreement shall govern in the case of any inconsistency between it and any purchase order, change order, confirmation or other document issued by either party. If any provision, clause or application of this Agreement to any party or circumstance is held invalid and unenforceable, this shall not affect any other provision, clause or application of this Agreement.
11. Injunctive Relief
You agree that there can be no adequate remedy at law for any breach of your obligations hereunder regarding the use of user names or passwords or the copying and distribution of the Products or portions thereof; and that Verisk Maplecroft, in addition to whatever other remedies it might have at law or in equity, shall be deemed to have suffered irreparable harm, and shall be entitled to appropriate equitable relief to prevent the disclosure or use of user names or passwords, or any Product in breach of this Agreement or the unauthorised copying or distribution of any Product or portion thereof.
A waiver of any provision of this Agreement or of any breach or default in performing or observing any such provision shall not be effective unless in writing and shall not constitute a continuing waiver unless expressly so provided. That waiver shall not prevent the waiving party from subsequently enforcing any provision of this Agreement not waived, or from acting on any subsequent breach of or default under any such provision.
No amendment or variation of this Agreement shall be effective unless made in writing and signed by you and Verisk Maplecroft.
All notices, consents, approvals or other communications pursuant to this Agreement shall be made in writing and shall be delivered by personal delivery, by prepaid registered or certified mail (return receipt requested), by overnight courier (with receipt for delivery), to the applicable address specified in the cover pages or by confirmed facsimile using the applicable number set out in the cover pages.
15. Governing Law; Jurisdiction
This Agreement shall be governed by and interpreted in accordance with the laws of England. No action regarding this Agreement, any Product or the relationship between you and Verisk Maplecroft may be commenced in any court except the English courts, which shall have the exclusive jurisdiction over any such action. You and Verisk Maplecroft (i) consent to the personal jurisdiction of the English courts in any such action; (ii) consent to the venue of the English courts in any such action; and (iii) consent to service of process by the means specified herein for giving notice. Notwithstanding the foregoing, nothing in this Agreement shall prevent Verisk Maplecroft from pursuing injunctive relief or similar to enforce the provisions hereof, in any appropriate forum.
Neither party is permitted to disclose their relationship with the other party without obtaining prior written consent.
You may not assign any of your rights and privileges under this Agreement unless you have first obtained the consent of Verisk Maplecroft to such assignment. Verisk Maplecroft shall not condition its consent to such assignment upon the payment of an additional access fee if such assignment is made to one of your subsidiaries or affiliates, except that Verisk Maplecroft shall be entitled to condition its consent upon receipt of an administrative fee for the cost of preparing a new research agreement (including any legal fees), preparing new user names and passwords, and otherwise establishing your subsidiary or affiliate as a new client.
18. Third Party Rights
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
19. Export Control
19.1 You acknowledge that the provision of the Products may be subject to the export control laws (including trade sanctions) of the United Kingdom, the United States of America, and other relevant jurisdictions (including but not limited to the US Export Administration Regulations), and you agree that you will comply with all applicable export control laws of all relevant jurisdictions to the extent that they apply. You further agree that you will not, and you will ensure that your employees will not, access or use the Products so as to cause Verisk Maplecroft to breach any applicable export control laws or sanctions. Verisk Maplecroft reserves the right to restrict your access to the Products to locations which are not subject to sanctions or export controls of the United Kingdom, the United States of America, and other relevant jurisdictions without liability to you. Verisk Maplecroft further reserves the right to suspend provision of Products to you or terminate this Agreement upon written notice, without liability, in the event that you, your affiliates or employees, or the uses to which you put the Products, are or become the target of export control laws and regulations or trade sanctions of the United Kingdom, the United States of America, or any relevant jurisdiction. In the event that Verisk Maplecroft determines that you or any of your affiliates or employees are in breach of this section, Verisk Maplecroft may immediately terminate this Agreement without credit or refund on written notice to you.
19.2 You shall indemnify Verisk Maplecroft and its affiliates from any and all loss, settlement, damage or expense (including reasonable legal fees) and any fine or penalty howsoever suffered or incurred that arise in relation to your breach of the restrictions in Section 19.1 above.