TERMS AND CONDITIONS ON WHICH THE PRODUCT IS LICENSED TO YOU.
VETSTREAM LTD (“VETSTREAM”)
SUBSCRIPTION LICENCE AGREEMENT
1. THE PARTIES
“User” means the user of the website;
“Vetstream” means Vetstream Ltd of Three Hills Farm, Bartlow, Cambridge CB1 6EN UK
2. USER LICENCE
This Agreement constitutes a License to the User to use the following:
(a) the database comprising text, pictures, video and sounds (collectively, the “Database”);
(b) the search and retrieval and display software, if any, including supporting documentation together with updates of the software, (collectively, the “Software”);
(c) all printouts produced using the Software (the “Output”) The Database is the property of Vetstream and Vetstream is an authorized Licensee of the Software. Both the Database and Software are protected by English copyright laws and by international treaty provisions and all other applicable laws.
3.1 Subject to the restrictions contained in clause 4 below, the User is hereby granted a limited, non- exclusive and revocable license to:
(a) make searches of the Database;
(b) make a limited and reasonable number of hard copies of any search output from the Database which copies may be used by the User during the normal course of the User’s business but may not be commercially exploited by the transfer, distribution or sale of such copies to any third party;
3.2 The User’s rights are personal to the User and do not extend to any other person, partnership or subsidiary or parent corporate entities, or to any other related or affiliated organizations.
3.3 Nothing in this clause shall prevent the User from distributing a reasonable number of hard copies to a client of the User during the normal course of the User’s business.
3.4 Any rights not expressly granted in this license are reserved to Vetstream.
4.1 General Restrictions Applicable to all Licensees. The User may not:
(a) to the fullest extent possible at law, decompile or reverse engineer the Software;
(b) sell or commercially exploit the Software, Database or Output or any part thereof which prohibition includes renting, leasing or use for public performance; (c) make the Database or Software or Output available on a network or through remote access technology, except in accordance with clause 4.2;
(d) combine the Database and/or the Output or associated materials with other information to create a consolidated file to be offered on any on-line service or the Internet which prohibition includes, but without limitation, use of any part of the Database or associated materials in any other software product for resale or distribution on any on-line bulletin board service or in any other media to third parties;
(e) transfer, assign or sublicense this license;
(f) use any of the Database and/or Software, trade marks or trade names owned by Vetstream in any other product in any public presentation or public display including newsletters and advertisements save that the User may use the product in private presentations including User client presentations.
4.2 Restrictions Applicable to Single Users
The Database and Software are licensed only for use by display on one screen at a time.
5. DATA SECURITY AND AUDIT
The User shall take all reasonable steps to restrict and control all use of the items licensed hereunder, to enforce the restrictions contained in clause 4, and to prevent access except to licensed users. The User hereby grants Vetstream the right to audit on reasonable notice during normal business hours, use of the Database and Software to ensure compliance with this Agreement.
The term of this Agreement shall be for 30 days from the date the User enters into a subscription agreement with Vetstream. Thereafter, the Agreement will automatically expire and all the user’s rights hereunder will terminate.
7. LIMITATION OF WARRANTIES AND LIABILITY
7.1 The User acknowledges that the Software in general is not error free and agrees that the existence of such errors shall not constitute a breach of this Agreement.
7.2 In the event that VETSTREAM is in breach of any implied warranty as to satisfactory quality or defective workmanship but subject to the limitations contained in clauses 7.3, 7.4 and 7.5 Vetstream may rectify the problem PROVIDED THAT the breach has not been caused by any modification, variation or addition to the Software or Database not performed by VETSTREAM or caused by its incorrect use, abuse, or corruption of the SOFTWARE or Database or by the use of the Software or Database with other products or on incompatible equipment.
7.3 WHILST VETSTREAM USES ALL REASONABLE EFFORTS TO ENSURE THAT THE DATABASE CONTAINS AN ACCURATE REPRESENTATION ON INTERPRETATION OF MATERIALS AND INFORMATION FROM WHICH THE DATABASE WAS COMPILED ALL LIABILITY IS DISCLAIMED FOR THE ACCURACY, COMPLETENESS OR FUNCTIONING OF THE DATABASE. VETSTREAM ASSUMES NO RESPONSIBILITY FOR THE USER’S USE THEREOF AND VETSTREAM SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES AS A RESULT OF SUCH USE, EVEN IF MADE EXPRESSLY AWARE OF THE POSSIBILITY THEREOF.
7.4 SAVE IN RESPECT OF DEATH OR PERSONAL INJURY, LIABILITY FOR WHICH CANNOT BE EXCLUDED OR LIMITED, VETSTREAM SHALL NOT IN ANY OTHER CIRCUMSTANCES BE LIABLE FOR MORE THAN £1,000 (WHETHER SUCH LIABILITY ARISES FROM BREACH OF WARRANTY, BREACH OF THIS AGREEMENT OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY).
7.5 Some jurisdictions do not allow the exclusion or limitation of certain implied warranties or liability for incidental or consequential damages, so the above exclusion or limitation may not apply to each User and does not exclude any implied warranties or conditions which may not under applicable law be excluded. This limited warranty gives you specific legal rights and is in addition to any other legal rights you may have, which vary from one jurisdiction to another.
THIS AGREEMENT DOES NOT AFFECT YOUR STATUTORY RIGHTS.
Excluding claims arising out of or relating to the violation by Vetstream of any third party copyright, trade
secrets, or trade mark, the User agrees to indemnify Vetstream and hold it harmless from and against any and all claims of third parties arising out of or related to the User’s use of the licensed materials, regardless of whether such claims were foreseeable by Vetstream.
If the User breaches any term of this Agreement, Vetstream may, in addition to its other legal rights and remedies, terminate the license granted hereunder on 7 days’ notice to User. Any termination, whether or not pursuant to this clause 9, will not affect any obligation or liability of a party arising prior to termination, and the provisions of clauses 7 and 8 thereof will survive any termination. Upon such termination, the User must cease use of the Database and Software and return the Database and Software to Vetstream together with all accompanying written materials and all copies thereof.
10. FORCE MAJEURE
Vetstream will not be responsible for any delay or failure in performance resulting from any cause beyond its reasonable control.
11. PROHIBITION OF ASSIGNMENT
This Agreement may not be transferred by the User by assignment, sublicense, or otherwise.
12. APPLICABLE LAW
This Agreement will be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.
13. ENTIRE UNDERSTANDING
This Agreement together with the terms and conditions of Vetstream constitutes the entire understanding of the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any prior User purchase order shall not apply. Any acceptance of a purchase order by Vetstream shall be for acknowledgement purposes only and none of the terms set forth in the purchase order will be binding upon Vetstream. In entering into this Agreement the User has not relied on any representation, promise, warranty, covenant or undertaking not expressly set forth herein. Accordingly, Vetstream shall be under no liability whatsoever nor shall the User be entitled to any remedy for either any negligent or any innocent misrepresentation except to the extent (if any) that a court or any arbitrator may allow reliance on the same as being fair and reasonable.
14. ENFORCEABILITY BY VETSTREAM
Vetstream retains its rights to enforce its trade marks, copyrights, patents, trade secrets and other rights against any violation thereof.
If any term or provision of this Agreement shall be held to be illegal or unenforceable in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form a part of this Agreement, but the validity and enforceability of the remainder of this Agreement shall not be affected.
16. The contracts (rights of third parties) Act 1999 shall not apply to this agreement.
USER AGREES THAT THERE ARE EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT (EXCEPT THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH HEREIN). IN NO EVENT SHALL VETSTREAM BE LIABLE TO USER FOR LOSS OF PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WITH RESPECT TO A DEFECT IN SUCH SOFTWARE.
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