1. PROVISION OF SERVICES - 3Vision shall in accordance with Clause 2 provide Licensee with a non-exclusive non-transferable license to the research materials as set out in the Order Form (the “Licensed Materials”).
2. LICENSE GRANT - 3Vision grants to Licensee a non-exclusive and non-transferable limited license to use the Licensed Materials, subject to the terms and conditions of this Agreement.
A) Authorized Uses. Licensee may: (i) access the Licensed Materials by the number of users specified in the Order Form for Licensee’s own use, (ii) extract and distribute data internally, either in original or modified form, and use data and publications comprising the Licensed Materials, but only internally (that is, only to Licensee’s employees, but not to third parties) and only for Licensee’s own use, (iii) allow third parties to view limited parts of the data extracted from Licensed Materials in support of Licensee’s business activities.
B) Prohibitions. Licensee shall not: (i) copy, reproduce, modify, distribute, publicly display, re-sell, use or disclose the Licensed Material in any manner not expressly authorized herein, (ii) load the Licensed Materials to any networked configuration that permits or enables access to the Licensed Materials by third parties, whether via the Internet, a network or otherwise, (iii) allow any third parties to access or view the Licensed Materials other than in support of Licensee’s business activities and in no event provide either the entire or substantial portions of the Licensed Materials to third parties, (iv) use the Licensed Materials, directly or indirectly, in competition with 3Vision, (v) infringe or misappropriate the Licensed Materials, or take any action inconsistent with 3Vision’s ownership of and rights in the Licensed Materials. Licensee specifically agrees not to use or rely upon the Licensed Materials in any way to develop products that compete with the products or services of 3Vision, not to imitate the proprietary design, layout or "look and feel" of the Licensed Materials, and not to misappropriate 3Vision’s proprietary rights in the data compilations provided with the Licensed Materials
3. PAYMENT OF FEES - In consideration of the provision of the Licensed Materials, Licensee shall pay 3Vision fees as set out in the Order Form (“Licensed Materials Fee”) with the addition of VAT if applicable. Payment of the Licensed Materials Fee in full will be made prior to grant of access to the Licensed Materials.
4. TERM - Unless otherwise stated in the order form this agreement shall run for an initial period of 1 year and thereafter shall renew for successive periods of 1 year unless terminated on at least 3 months' notice to expire on the anniversary of the end of the initial period or a subsequent renewal period.
5. CONFIDENTIALITY - The Licensed Materials constitutes and are comprised of the confidential information of 3Vision ("Confidential Information"), and Licensee agrees not to use or disclose the Licensed Materials other than as is expressly authorised by this Agreement. Confidential Information does not include (i) information known to Licensee at the time of disclosure, (ii) information that is disclosed to Licensee by a third party not under an obligation of confidentiality to 3Vision, (iii) information that is or becomes generally known, (iv) information that Licensee independently develops without reference to or reliance on the Confidential Information, or (v) information required by law or regulation to be disclosed by Licensee to the extent so disclosed. Licensee agrees to safeguard the Licensed Materials against unauthorised use or disclosure with means at least as stringent as those it uses to safeguard its own confidential information, and in no event with less than reasonable means. The obligations of confidentiality in this Agreement shall survive its termination without limitation in duration for so long as Licensee is in possession of any part of the Licensed Materials.
6. PUBLICITY - Notwithstanding clause 5 above Licensee agrees that 3Vision shall be allowed to include Licensee as a research client in any 3Vision publicity material. However, no public announcement/press release etc. will be issued without prior written approval of both parties.
7 TERMINATION
7.1 Either party may immediately terminate this Agreement by notice in writing to the other party (a) if the other party has committed a material breach of its obligations under this Agreement which is capable of remedy and has not been remedied within fifteen (15) working days of written notice to do so or (b) if the other party has committed a material breach of its obligations under this Agreement which is not capable of remedy; or (c) if the other party makes an assignment for the benefit of its creditors or a receiver, liquidator, trustee or similar officer is appointed over a material part or all of its property or it is wound up, dissolved or reorganised (other than a bona fide reconstruction for internal group restructuring purposes), or the other party suffers an execution or distress over its assets or ceases to carry on business or becomes insolvent or bankrupt or is subject to any petition, action for relief or application under any bankruptcy or insolvency law or admits in writing that it is unable to pay its debts when they fall due.
7.2 The rights of the parties under clause 7.1 are without prejudice to any other rights that they may have at law to terminate the Agreement or to accept any breach of this Agreement on the part of either party as having brought the Agreement to an end.
7.3 3Vision may terminate this Agreement and any Order Form should they cease to offer the Licensed Materials and will provide a pro rata refund of any Licensed Material Fee.
8. PROFESSIONAL STANDARD - 3Vision shall create the Licensed Materials with due care, skill and proficiency in accordance with prevailing standard industry practice and in a timely and professional manner.
9. LIABILITY - Except in respect of injury or death of any person caused by 3Vision’s negligence (for which no limit of liability shall apply) the maximum liability of 3Vision shall not exceed the annual subscription price of the Licensed Materials. 3Vision do not accept liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect). 3Vision accepts no liability for any loss or damage whether due to inaccuracy, error, omission or any other cause. These limits do not supersede your statutory rights.
10. OWNERSHIP OF LICENSED MATERIALS - Licensee acknowledges and agrees that 3Vision and/or its third-party suppliers are and shall remain the sole owner(s) of the Licensed Materials, any components, modifications, adaptations and copies thereof, and any and all intellectual property rights therein. Except as provided herein, Licensee shall not obtain, have or retain any right, title, or interest in or to the Licensed Materials or any part thereof. Licensee acknowledges and agrees that 3Vision shall retain the right to store and use registration, other individual user data, or system configuration information used to access the Licensed Materials, and any other data, information, intellectual property or database created or obtained in relation thereto.
11. AUTHORITY TO GRANT - 3Vision owns or has the right to distribute the Licensed Materials pursuant to this Agreement. To the knowledge of 3Vision, the use by Licensee of the Licensed Materials in accordance with this Agreement will not infringe any third-party patent, copyright, trade secret or other intellectual property rights.
12. ACKNOWLEDGEMENT OF RIGHTS - Licensee acknowledges that 3Vision expends significant resources gathering, assembling and compiling the data and databases which comprise the Licensed Materials. Licensee agrees that the Licensed Materials are the property of 3Vision and further that they constitute the valuable trade secrets and confidential information of 3Vision, which trade secrets and confidential information are provided to Licensee in confidence.
13. COVENANT NOT TO INFRINGE - Licensee acquires only a right to use the Licensed Materials as authorised herein. Licensee agrees not to contest or challenge 3Vision’s ownership of the Licensed Materials and associated intellectual property rights, and not to take any action that would infringe, misappropriate, constitute unfair competition with respect to, or otherwise violate 3Vision’s ownership of or rights in, the Licensed Materials.
14. LIMITED WARRANTY DISCLAIMER AND LIMITATIONS - a) The information supplied under this Agreement: (i) has been gathered by 3Vision from sources believed by 3Vision to be reliable and (ii) has been arranged by 3Vision in a way that 3Vision believes will increase the ease of access, use and utility of the information. However, 3Vision does not warrant as to the correctness or accuracy, completeness, currentness, condition, quality, performance, merchantability or fitness for a particular purpose of the information in the Licensed Materials. b) DISCLAIMER. EXCEPT AS IS EXPRESSLY WARRANTED IN THIS SECTION, THE LICENSED MATERIALS ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. 3VISION AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMIT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING ANY OF THE FOREGOING, 3VISION MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED MATERIALS OR ANY RESULTS, DATA OR COMPILATION OBTAINED THROUGH OR BY USE OF THE LICENSED MATERIALS WILL BE ACCURATE, COMPLETE, RELIABLE, TIMELY, SECURE, SUITABLE FOR LICENSEE’S PURPOSES OR FREE FROM ERROR, DEFECT, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA. LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL 3VISION BE RESPONSIBLE OR LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR LICENSEE’S USE OF OR RELIANCE ON ANY RESULTS OBTAINED FROM OR PROVIDED BY THE LICENSED MATERIALS OR 3VISION, AND THAT LICENSEE BEARS THE SOLE RESPONSIBILITY AND RISK FOR ANY SUCH USE OR RELIANCE (INCLUDING WITHOUT LIMITATION ANY DECISION(S) LICENSEE MAY MAKE OR REFRAIN FROM MAKING IN CONNECTION THEREWITH).
15. GOVERNING LAW AND JURISDICTION - This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
16. WAIVER - All rights granted to either party under the terms of this Agreement shall be cumulative and not exhaustive of any rights and remedies provided by law. Any failure or delay by either party in exercising any right, power or privilege hereunder shall not act as a waiver hereunder nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege by such party.
17. ENTIRE AGREEMENT - Each party acknowledges and agrees with the other party that this Agreement (together with any documents referred to in it) constitutes the entire agreement and understanding between the parties relating to the subject matter contained herein and supersedes and extinguishes any prior arrangements of any nature whatsoever (whether or not in writing) between the parties relating to or in connection with the subject matter of this Agreement (which shall be deemed to have been terminated by mutual consent). The section headings hereof are for the convenience of the parties only and shall not be given any legal effect or otherwise affect the interpretation of this Agreement. Each party agrees with the other party that - (a) it has not been induced to enter into this Agreement in reliance upon any warranty, representation, statement or commitment of any nature whatsoever, other than those expressly set out herein or to the extent that it has been, it has (in the absence of fraud) no rights or remedies in relation thereto; (b) none of its officers or employees has been given or made any warranties, representations, statements or commitments of any nature whatsoever, other than those expressly set out in this Agreement or, to the extent that it has, the other party hereby unconditionally and irrevocably waives (in the absence of fraud) any claim which it might otherwise have had in relation thereto. No variation of this Agreement (or any of the documents referred to in it) shall be valid unless it is in writing and signed by or on behalf of each of the parties.
18. SEVERABILITY - The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision hereof. In the event that any part of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.
19. NOTICES - Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its head office for the time being. Any such notice shall be deemed to have been received if delivered personally, at the time of delivery; or in the case of pre-paid recorded delivery or registered post, 72 hours from the date of posting. In proving such service it shall be sufficient to prove that the envelope containing such notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post.
20. COUNTERPARTS - This Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
21. THIRD PARTY RIGHTS - A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to terminate rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
22. VARIATION – 3Vision may vary these terms and conditions from time to time and will post the current terms and conditions on the 3Vision.tv website
23. SHOW TRACKER ONLINE TOOL – 3Vision permits the Licensee use of the “Show Tracker Online Tool” to be accessed through Tableau. In using this service as an “Authorized User” you accept and agree to Tableau’s Privacy Policy (https://www.tableau.com/privacy) and End User License Agreement (https://mkt.tableau.com/files/tableau_eula.pdf). 3Vision assumes no responsibility and shall not be liable for damages to, or viruses that may infect your equipment on account of your access to, use of, or browsing in the websites or your downloading of any materials, data, text, images, video content, or audio content from the websites. We may collect usage data for the purpose of improving our operations, systems, products, and services; enhancing your experience; responding to your comments and questions and for legitimate business reasons. Personal information submitted by the user is stored by Tableau on encrypted servers located in the Republic of Ireland.
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