Database Single User Licence Agreement

THIS IS AN AGREEMENT between JANE'S INFORMATION GROUP LIMITED, Sentinel House, 163 Brighton Road, Coulsdon, Surrey CR5 2YH or JANE'S INFORMATION GROUP, 110 N. Royal Street, Suite 200, Alexandria, VA 22314 ("Licensor") and each subscriber to Licensor's Internet services ("Licensee"). In subscribing to Licensor's services and clicking 'OK' Licensee confirms acknowledgement and acceptance of the terms of this license agreement.

IN CONSIDERATION OF the mutual promises set forth below, Licensor and Licensee agree as follows:

1. DEFINITIONS
   • The "Database" means the licensed electronic publication(s) to which the Licensee has subscribed.

2. LICENSE
   • Subject to all the terms and restrictions hereinafter set forth, Licensor hereby licenses to the Licensee and the Licensee hereby licenses from the Licensor on a non-exclusive, non-transferable basis the Database solely for personal use by the Licensee. The Database will be provided through access to the Licensor's web server.

3. AUTHORISED USE OF THE DATABASE
   • Licensor hereby grants to Licensee the limited, nonexclusive right to use the Database solely in accordance with the terms and conditions of this Agreement.
   • The subscription entitles the Licensee to use the Database for the purpose of performing interactive searches.
   • The Licensee is granted the right to print, or download, full or partial results of searches for their personal use, but may not use such results for purposes of publication or distribution to other persons and may not transfer the information to the public domain. Licensee recognises the importance of the Licensor maintaining its proprietary rights over the Database and of avoiding improper use of the Database as defined by this Agreement.
   • No other use of the Database is permitted including:
     • Duplication of the Database except as specified herein;
     • Creation of subsets or derivative databases from the Database, except as required to fulfil the usage as defined in Paragraph 3 above;
     • Distribution of data retrieved from the Database in any form (printed, electronically relayed, posted to public list services or bulletin boards, or magnetically stored) to, or for the benefit of, any other person except for incidental samples used for illustrative or demonstration purposes;
     • Reverse assembling, reverse compiling, altering, or translating the Database or any portion thereof.

   • The Database may not be used or incorporated within a multi-user system or within a wide or local area network or an Intranet. If the Licensee wishes to offer the services described herein to other persons, Licensor will require a multi-user license to be purchased and a multi-user license agreement to be signed.

4. UPDATES TO THE DATABASE
   • The Licensee will receive whatever updates to the Database as are issued by the Licensor to its general Licensee base during the Term of this agreement. Updates will only be received after the initial Term if the Agreement is renewed or extended.

5. TERM
   • The Term of this Agreement shall be 12 (twelve) months, beginning on the date of subscription and terminating twelve months thereafter; provided however that authorised use of the Database may continue through renewal of this Agreement through payment of a renewal fee. Renewal is subject to payment as set out in Clause 6. Following termination of this Agreement, Licensee's rights to use or access the Database shall cease immediately.

6. PAYMENTS
   • Licensee agrees to pay to Licensor a Database fee for the use of the Database.
   • The Database fee shall be effective during the initial Term of this Agreement. Licensor reserves the rights to modify this pricing structure each year that this Agreement is renewed.

7. COPYRIGHT; PROPRIETARY RIGHTS
   • The copyright and all other proprietary rights in the Database are the sole and exclusive property of Licensor. Licensee acknowledges that the Database is extremely valuable, is confidential and proprietary to Licensor, and has been compiled by Licensor through the expenditure of considerable time, effort and expense. Licensee shall use best efforts to prevent the disclosure, dissemination, copying and use of the Database or any portion thereof, in violation of the terms of this Agreement.

     The Licensee acknowledges that the Licensor reserves all rights to the product not herein expressly licensed.

8. LEGENDS
   • Licensee shall give proper copyright attribution to Licensor for any data extracted from the Database in accordance with Clause 3 as follows:
     "The above data are the copyright of Jane's Information Group [Date of publication]. All rights reserved"

9. LICENSOR WARRANTY
   • The Database and related documentation are provided "as is", without warranty of any kind. Further, Licensor does not warrant, guarantee or make any representations that Licensee's use of the Database will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Licensee's requirements. Licensee assumes the entire risk as to the results and performance of the Database and the consideration due under this Agreement reflects such assumption of risk by Licensee. Licensor makes no representations or warranties either express or implied, with respect to the Database or any information contained in the Database including but not limited to, its quality, performance, time of performance, merchantability or fitness for a particular use, or non-infringment. Access to the Database will be through the use of a web browser or other Internet retrieval software. The Licensor offers no warranty for the continued compatibility of the Database with the software used by the Licensee and the Licensee accepts full responsibility for purchasing and upgrading hardware and software as required.

10. LIMITATION OF LIABILITY, INDEMNITY
    • In no event shall Licensor be liable for indirect, special, incidental or consequential damages arising out of the use of or inability to use the Database or for any loss or damage of any nature caused to any person as a result of the use of the Database even if Licensor is advised of the possibility of such damages.

      Since use of and access to the Database depends, in part, on third parties (e.g., telecommunications carriers) whose performance is outside of Licensor's control, Licensor disclaims all liability for damages arising from the failure of the transmission or receipt of data due to (i) causes beyond the reasonable control of Licensor or (ii) causes which are not reasonably foreseeable by Licensor, including but not limited to, interruption or failure of communication or digital transmission links and Internet slow-downs or failures. For all claims against Licensor, whether arising in contract, tort, strict liability or otherwise, including without limitation, whether arising from Licensor's performance or non-performance hereunder or otherwise, in no event shall Licensor's liability exceed, in the aggregate, the total fees paid by Licensee to Licensor hereunder. Licensee shall, and hereby does, agree to, defend, indemnify and hold Licensor harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys' fees) incurred by Licensor or any data provider to any third party arising out of or from any use by Licensee of the Database hereunder.

11. TERMINATION
    • Licensor shall have the right to terminate this Agreement upon breach of any of its terms by Licensee, which is not cured within thirty (30) days after written notice thereof. Licensor may modify or terminate its provision of all or any portion of the Database, and terminate this Agreement, by providing to Licensee no less than thirty (30) days prior written notice of its intent to do so.

12. CEASE ACCESS
    • Licensee's access to the Database shall cease immediately on termination of the Agreement either through breach of its terms and/or conditions or by non-renewal.

13. DATA PROTECTION ACT 1984
    • Unless otherwise requested by the Licensee in writing to the Licensor, the Licensee agrees that the Licensor may use the data provided by the Licensee when licensing the Database for the marketing and selling of the Licensor's own, and other parties, products and services.

14. MISCELLANEOUS
    • FORCE MAJEURE
      • Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment of money) on account of strike, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, government action, labour conditions, or any other cause which is beyond the reasonable control of such party.
    • DELAYS
      • Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
    • SURVIVAL
      • The provisions of Paragraphs 1, 3, 7, 8, 9, 10, 12, 13 and 14 of this Agreement shall survive the expiration or termination of this Agreement.
    • ENTIRE AGREEMENT
      • This Agreement contains the entire agreement of the parties as to the Database and supersedes any and all written or oral prior agreements and understandings. This Agreement may only be amended or modified by the Licensor.
    • GOVERNING LAWS
      • For sales out side of North America this Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

        For sales within North America this Agreement shall be governed by and construed in accordance with the laws of the state of Virginia.

    • ASSIGNMENT
      • This Agreement may not be assigned by Licensee without the prior written consent of Licensor.
    • INDEPENDENT CONTRACTORS
      • The relationship of the parties will be that of independent contractors. Neither of the parties will have, and will not represent that it has, any power to bind the other, or to create any obligation on behalf of the other. Nothing stated in this Agreement shall be construed as constituting Licensor or Licensee as partners or as creating the relationships of employer/employee, franchisor/franchisee, or principal/agent between the parties.
    • THIRD PARTY BENEFICIARIES
      • Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the parties and their respective successors and assigns, any rights, remedies, obligations or liabilities.
    • SEVERABILITY
      • The final determination by a court or regulatory authority of competent jurisdiction of the invalidity or unenforceability or any provision(s) of this Agreement shall in no way impair or affect the validity or enforceability of any other provision of this Agreement, all of which shall remain fully effective. Both parties shall use best efforts to rewrite such invalid or unenforceable provision(s) in a way that will be acceptable to such court and in accordance with the original intent of such provision(s) and incorporate such rewritten provision(s) into the Agreement.
    • WAIVER
      • No waiver of this Agreement, or of any covenant, condition or limitation contained in this Agreement, shall be valid unless agreed to in writing by both parties. No waiver of any right or power hereunder, at one or more times, shall be deemed a waiver or relinquishment of such right or power at any other time or times.