WOLTERS KLUWER ONLINE PRODUCTS LICENSE AGREEMENT
1. LICENSE AND ANCILLARY MATTERS
1.1 Customer is non-exclusively and non-transferably licensed to use the Products in accordance with this License Agreement on a standalone computer or network controlled by Customer.
1.2 During the continuance of the License a single user may use the Product if the Customer has been granted a single License. More than one user is permitted if the Customer holds two or more Licenses. The maximum number of users if the Customer holds two or more Licenses will be determined in accordance with WOLTERS KLUWER's Price List at the relevant time. These users must be nominated by Customer. Customer may nominate a new user in substitution for a nominated user only in circumstances where the existing nominated user ceases to be employed by Customer or the proposed new nominated user assumes the role previously occupied by the existing nominated user in Customer's organisation. Customer must give WOLTERS KLUWER the name and work email address of each nominated user.
1.3 Unless authorised in writing by WOLTERS KLUWER, Products may be used (and reproduced) by Customer pursuant to the License only: for research, comment, criticism and other scholarly activities; in connection with the internal management and administration of Customer's business activities; or in the course of providing legal and accounting services and related advisory services to Customer's clients. In particular, the following activities are expressly prohibited: the use of training Products by Customer to train Customer's clients without WOLTERS KLUWER's prior written consent; and the reproduction of any part of the Products for sale or incorporation in any product or service intended for sale or supply to third parties is prohibited except as follows:
1. Customer may reproduce extracts (which do not comprise substantial reproductions) of the Products in the course of Customer's business of providing professional advisory services as lawyers or accountants to Customer's clients, if Customer cites the relevant Product as the source of the copy; and
2. precedents included with the Products may be used in Customer's business and copied, modified and supplied to Customer's clients in the course of Customer's business of providing professional advisory services as lawyers or accountants.
1.4 Customer or any Licensed User is not entitled to access to source code for any software included in the Products. All WOLTERS KLUWER's copyright in and other proprietary rights to the Products are retained by WOLTERS KLUWER.
1.5 Except as contemplated by clause 1.3, Customer or any Licensed User is not entitled to copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Products (except to load in Customer's computer or network for use pursuant to the License). Nor may Customer merge Products with any other databases.
1.6 So long as Customer or any Licensed User is not in default of its obligations under the License Agreement, WOLTERS KLUWER will make available to Customer during the continuance of the License all updates to the Products that are generally made available to its other customers licensed in respect of those Products.
2.1 A Licensed User may access Products online utilising the Logon ID allocated by WOLTERS KLUWER to the Customer for use by the Licensed User. Customer shall be responsible for all activities conducted by each Licensed User in accessing the Products.
2.2 Customer must ensure that a Licensed User does not disclose their Logon ID to anyone else.
2.3 Customer must immediately notify WOLTERS KLUWER if a Licensed User's Logon ID should be cancelled.
2.4 WOLTERS KLUWER may cancel any Logon ID at any time without providing reasons.
2.5 Customer acknowledges that WOLTERS KLUWER may not operate and maintain the Website and that a subcontractor of WOLTERS KLUWER may administer the allocation and cancellation of Logon IDs. WOLTERS KLUWER will ensure that any such subcontractor agrees that it will use Customer details provided to it by WOLTERS KLUWER only for Logon ID allocation and cancellation and to enable Customer to access Products pursuant to the License via the Website. Customer consents to WOLTERS KLUWER disclosing its details to any such subcontractor for the purposes of allocation and cancellation of Logon IDs and to enable Customer to access Products. Any such subcontractor will also track online usage of Products and provide this information to WOLTERS KLUWER.
2.6 Customer acknowledges and agrees that access to Products via the Website is subject to the terms and conditions of Website use that appear on the Website.
3. LICENSE FEES
3.1 Customer agrees to pay an annual fee for the License. The License Fee for the first 12 months of the License is specified in WOLTERS KLUWER's Price List current at the time of acceptance of the Order and is payable in advance (unless WOLTERS KLUWER and Customer agree to a different amount or time of payment). The License Fee payable for succeeding 12 month periods is payable annually in advance within 30 days of invoice by WOLTERS KLUWER and the amount of the License Fee for subsequent 12 month periods will be in accordance with WOLTERS KLUWER's then current Price List (unless WOLTERS KLUWER and Customer agree in writing to a different amount or time of payment).
3.2 If Customer wants more than one nominated user then Customer must purchase additional Licenses in accordance with WOLTERS KLUWER's then current Price List.
3.3 Despite the provisions of clauses 1.2 and 3.2, if WOLTERS KLUWER agrees in writing that the License will be a site License for one or more nominated sites with a maximum number of Licensed Users at each nominated site then Customer may nominate up to the maximum number of nominated users working at, or reporting to, each nominated site. The License Fee for the first 12 months of the site License will be as agreed in writing by WOLTERS KLUWER and Customer and, for succeeding 12 month periods, will be as notified by WOLTERS KLUWER to Customer at least 45 days prior to the commencement of the relevant period.
3.4 Customer authorises WOLTERS KLUWER, its officers, employees, agents and independent contractors to enter any premises which Customer occupies at any time and from time to time during the continuance of the License without notice during business hours to verify that use by Customer of the Products is consistent with the License Agreement. Customer agrees to co-operate with WOLTERS KLUWER in order to facilitate the verification process by affording access to its computer systems for this purpose. Customer indemnifies WOLTERS KLUWER from all liability arising out of anything lawfully done by or on behalf of WOLTERS KLUWER in pursuance of WOLTERS KLUWER's rights under this clause.
4. TERM AND TERMINATION
4.1 The License for the Products Licensed will commence on the date Customer is given online access to the Products.
4.2 The License for the Products will continue for an initial period of 12 months. After that it will continue automatically for successive 12 month periods unless terminated by WOLTERS KLUWER or Customer by written notice to the other at least 30 days prior to the expiration of the relevant 12 month period.
4.3 Despite the provisions of clause 4.2, WOLTERS KLUWER is entitled to terminate the License by written notice, without prejudice to any other rights it may have against Customer, if Customer defaults in the performance of any obligation under the License Agreement and, where the default is capable of being remedied, it continues unremedied for 7 days after written notice specifying the breach and requiring remedy is given by WOLTERS KLUWER to Customer.
4.4 Immediately following termination of the License, Customer must delete and remove completely from its computer system all files created by the Products and all copies it has made of parts of the Products.
4.5 WOLTERS KLUWER may at any time and from time to time give one month's written notice of its intention to vary the terms of the License Agreement. If it does so, the variation specified will become effective on expiry of the notice period. However, the Licensee may at any time during the notice period give written notice terminating the License effective from the end of the notice period. If the Licensee does so, it will be entitled to a proportionate refund of the License Fee for the remainder of the 12 month License period.
5.1 WOLTERS KLUWER makes no representations or warranties express or implied in respect of the Products. In particular, but without limiting the generality of the previous statement, WOLTERS KLUWER does not warrant that they are fit for any purpose, irrespective of whether or not any purpose is communicated to WOLTERS KLUWER. Customer acknowledges that, because of the nature of the internet and third party dependencies, WOLTERS KLUWER does not warrant that access will be continuous, uninterrupted or error-free and that the Website may not always be available due to upgrades or maintenance. In no event will WOLTERS KLUWER be liable for any remote, indirect, consequential, special or incidental damages or loss including, without limitation, damages resulting from loss of data, loss of profits or business interruption (even if Customer has advised WOLTERS KLUWER of the possibility of such damages). WOLTERS KLUWER will not be liable to Customer or anyone else for damage caused directly or indirectly to computer files through the accessing of Products via the internet. Customer must apply whatever virus protection measures it considers appropriate as WOLTERS KLUWER will nt be responsible for any damages or loss caused by any viruses.
5.2 All Products made available by WOLTERS KLUWER pursuant to the License are subject to the following disclaimer: No person should rely on the contents of the Products without first obtaining advice from a qualified professional person. The Products are licensed on the understanding that: (1) the authors, consultants, editors and programmers are not responsible for the results of any actions taken on the basis of information contained in the Products, nor for any error in or omission from the Products; and (2) WOLTERS KLUWER is not engaged in rendering legal, accounting or other professional services. WOLTERS KLUWER and the authors, consultants, editors and programmers expressly disclaim all and any liability to any person, whether or not a purchaser, reader or user of the Products, in respect of anything, and of the consequences of anything, done or omitted to be done by any person in reliance, whether wholly or partially, on the whole or any part of the contents of the Products.
5.3 Customer agrees that WOLTERS KLUWER will not be liable for any damages or loss of any kind whatever (including, without limitation, any liability for consequential damages or loss) arising out of the grant of the License or the use by Customer of the Products whether arising from any act, omission or failure (and whether negligent or not) of WOLTERS KLUWER, its officers, servants, agents or independent contractors, or otherwise.
5.4 If, despite clauses 5.1, 5.2 and 5.3, WOLTERS KLUWER incurs any liability to Customer in addition to that contemplated by clause 5.3 then WOLTERS KLUWER's maximum aggregate liability to Customer will be limited to an amount equal to the License Fees paid by Customer to WOLTERS KLUWER.
5.5 No other contractual terms whatever, whether communicated to WOLTERS KLUWER before, at the time of, or after submitting an Order to WOLTERS KLUWER will form part of the contract between WOLTERS KLUWER and Customer unless agreed by WOLTERS KLUWER in writing. If for any reason other contractual terms do form part of the contract then, to the extent of any inconsistency, by submitting the Order Customer agrees that the terms of the License Agreement will prevail.
6.1 In this License Agreement unless the context otherwise requires references to clauses are to clauses of this License Agreement, the singular includes the plural and vice versa, where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning, and a reference to any statute, includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute replacing it.
6.2 The validity, interpretation and performance of this License Agreement will be governed by the laws of the Republic of Singapore. The parties submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore in respect of any dispute that arises in connection with this License Agreement.
6.3 A notice or other communication required or permitted to be given by a party to another must be in writing and delivered personally, sent by post, postage prepaid, sent by facsimile transmission or sent by email (but only with a request by the sender for a receipt to be returned on opening) to that party from time to time. A notice or other communication will be taken, for the purposes of this License Agreement, to have been given if: personally delivered, upon delivery; mailed, on the expiration of 3 business days after posting; sent by facsimile transmission, on the day it is sent (or, if that is not a business day, on the next business day); or sent by email when the recipient sends an acknowledgment of receipt of the email.
6.4 Customer may not assign, sub-license or otherwise transfer the benefit of the License without the prior written consent of WOLTERS KLUWER.
6.5 If Customer is in breach of its obligations under any other contract entered into with WOLTERS KLUWER, then WOLTERS KLUWER is entitled to withhold performance of any of its obligations under this License Agreement and any other contract which WOLTERS KLUWER has with Customer until the breach has been remedied. WOLTERS KLUWER will not be liable for any damages or loss (consequential or otherwise) sustained by Customer as a consequence of the exercise of WOLTERS KLUWER's rights pursuant to this clause.
6.6 WOLTERS KLUWER may in its discretion provide telephone support for use of Products during WOLTERS KLUWER's usual business hours. No representation or warranty that telephone support will be available at all or at any particular time is given by WOLTERS KLUWER to Customer.
6.7 Customer agrees that:
b. WOLTERS KLUWER may use or disclose the details of nominated users provided to WOLTERS KLUWER pursuant to clause 1.2 for the purpose of verifying that use by Customer of the Products is consistent with the License Agreement.
6.8 Before giving the name and work email address of each nominated user to WOLTERS KLUWER Customer must notify each nominated user of the following:
a. the information concerning them that will be given to WOLTERS KLUWER and that they will have access to that information;
b. WOLTERS KLUWER's contact details;
c. the purpose for which the information is being collected by WOLTERS KLUWER and that WOLTERS KLUWER will not provide the details to any organisation;, and
d. that the main consequence of the information not being provided is that the person will not be entitled to be nominated as a Licensed User.
"WOLTERS KLUWER" means WOLTERS KLUWER Hong Kong Limited. Registration No: 17158547-000-04-08-6
"License" means the License granted pursuant to clause 1.1.
"License Agreement" means the contract between WOLTERS KLUWER and Customer resulting from acceptance of the Order.
"License Fee" means the fees payable pursuant to clause 3.
"Licensed User" means a person nominated by Customer who has been given a Logon ID by WOLTERS KLUWER.
"Logon ID" means a username and password.
"Order" means the order submitted by Customer to license the Products.
"Price List" means WOLTERS KLUWER's price list for Products at any relevant time.
"Products" means the WOLTERS KLUWER products (including all information and associated software) Licensed by WOLTERS KLUWER to Customer and accessed via the Website.
"Website" means the WOLTERS KLUWER website through which the Products are accessed.
"Wolters Kluwer Group" means Wolters Kluwer Australia Pty Limited and its related bodies corporate (within the meaning of that expression in section 50 of the Corporations Act).