TERMS AND CONDITIONS OF ACCESS

These terms form part of the agreement between KHL Media Limited – trading as Off‑Highway Research and the client described in the Subscription Order Form, Online Store Order form or where a Licensed Product is purchased from Off-Highway Research's online store, being the company, academic institution, organization, government, individual, agent, representative or any other variation of accessing the Licensed Products (the "Client"), and refers to words defined below and, where applicable, in the Subscription Order Form.

1. Definitions

"Agreement" means the Subscription Order Form or online order form (as applicable) together with all attachments and these Terms and Conditions of Access.

"Agreement Term" means unless as otherwise specified in the Subscription Order Form (if applicable) (i) from the Commencement Date for the Product Duration; or (ii) for trial or free access Authorised Users, the duration to which Off-Highway Research provides access to the Licensed Products, as the case may be.

"Authorised Users" means:

  • the number of users indicated in the Subscription Order Form that, depending on the Permitted Purposes, reflects either: (i) current employees or (ii) current students and faculty staff, of the Client; or
  • any trial users; or
  • for prepaid account Clients, any pre-paid store account users that are current employees of Client and permitted to select Licensed Products for use on the basis of funds allocated by Client for this purposes; or
  • any users that purchase Licensed Products through the Off-Highway Research online store.

In each case as are authorised by Off-Highway Research to access and use the Licensed Products.

"Commencement Date" means, for each Licensed Product, the first day on which the access to Licensed Products is provided by Off-Highway Research to Client under this Agreement.

"Intellectual Property Rights" means all past, present, and future right of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights in materials of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (i) through (v) of this sentence.

"Intranet" means the Client's internal computer network

"Licensed Products" mean the copyright information of Off-Highway Research which Authorised Users are permitted to access and use in compliance with the terms of this Agreement.

"Permitted Purpose" means: (i) for 'academic' Clients' (including, but not limited to, universities and schools), educational purposes; and (ii) for 'non-academic Clients' (including, but not limited to, corporations, not-for-profit organisations and governments), ordinary business purposes. References within the Agreement to "ordinary business purposes" mean for the Client's own internal business management and decision-making purposes only.

"Product Duration" means the duration for which Client's Authorised Users are granted access to the Licensed Products.

"Publishers" means Off-Highway Research and certain of its affiliates, who are the owners of the Licensed Products.

"Site" means, where access is provided through Off-Highway Research's website (www.offhighway.co.uk), all software, websites and computer interfaces of Off‑Highway Research used to provide such access.

"Type of Access" means the way in which Client's Authorised User is accessing the Licensed Products

"Type of Authentication" means the way in which Client's access is being authenticated as valid by Off-Highway Research.

2. Scope of License

2.1 Permitted Uses. Authorised Users are permitted to print or download the Licensed Products for the Permitted Purpose only. Where the Permitted Purpose is "ordinary business purposes", Authorised Users may, in the scope of their employment with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to non‑authorized employees of the Client or in memoranda, reports and presentations. Where the Permitted Purpose is "educational purposes", Authorised Users may, in the scope of their educational purpose with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to other staff and students of the Client or in scholarly works and articles. In all cases these insubstantial portions may only be made available in print or by secure electronic means to a limited number of individuals, and each such portion must include a copyright notice(s) (from Off-Highway Research) and an original source attribution, in each case, as such notice and attribution is reasonably acceptable to Off-Highway Research.

2.2 Prohibited Uses. Without limitation to the generality of clause 2.1, neither the Client, nor Authorized Users are permitted, directly or indirectly, to allow any other person to use or share Authorized Users' user names or passwords, nor to allow an unauthorized user to have access to the Site. Any breach of this restriction may result in immediate termination of the Client's (and all Authorised Users') access to the Licensed Products and/or the Site or liability for damages. Except as permitted in clause 2.1 above or by prior written consent of Off‑Highway Research, no portion of the Licensed Products may be reproduced or stored in or transmitted to any other web site, newsgroup, mailing list, or electronic bulletin board, or stored in electronic or print form whatsoever unless the Client has a Global Site Licence. Any use of the Licensed Products not specifically permitted by this clause is expressly prohibited. Requests for permission for other uses may be sent to David Phillips, Managing Director, by email to david.phillips@offhighway.co.uk. Any such requests shall be subject to Off‑Highway Research's sole discretion and, if granted, may be subject to an additional fee.

3. Intellectual Property Protection

All Intellectual Property Rights in and to the contents and design of the Site, and all materials hosted on the Site and/or distributed in conjunction with the Site, including the Licensed Products, are reserved exclusively to the Publishers (which for these purposes may include their suppliers). The Client is not permitted to use or reproduce or allow (for any reason) anyone to use or reproduce any trademarks or other trade names appearing on the Site or in the Licensed Products. The software which operates the Site is proprietary software and the Client is not permitted to use it except as expressly allowed under the terms of this Agreement. Such software may not be copied, reverse engineered, modified or otherwise dealt with by the Client.

4. License Fee and Payment

Off-Highway Research (or its nominee) may render an invoice annually in advance to the Client for the amounts due, plus applicable taxes. The Client shall remit all amounts due within thirty (30) days after receipt of invoice. Without prejudice to Off-Highway Research's other remedies, it shall have the right to suspend the provision of Licensed Products with immediate effect in the case of any overdue payment.

5. Monitoring and Auditing

Off-Highway Research reserves the rights to monitor and record activity on the Site, including access to the Licensed Products.

6. Term and Termination

6.1 This Agreement shall automatically renew on an annual basis, unless either party gives the other party hereto written notice of its intention to terminate not less than fifteen (15) days prior to the renewal date. In such case, the Agreement shall expire on such renewal date. For "free access users" and "trial users" Off-Highway Research shall be free to withdraw or change access to the Licensed Products at any time in its sole discretion. For one-off (non‑subscriber) purchases from Off-Highway Research 's online store the permission to use the Licensed Products will last indefinitely unless and until terminated or revoked by Off‑Highway Research.

6.2 Either party may terminate this Agreement in the event the other party breaches a material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach, in which case the such party will have the right to terminate this Agreement immediately by giving written notice to the party in breach.

6.3 Where a License Fee is payable, such License Fee is subject to annual adjustment upon prior notice given by Off-Highway Research to the Client. This adjustment shall be at Off‑Highway Research's discretion and may, for example, take into account the Client’s past usage trends. Off-Highway Research will notify the Client of any such adjustment at least thirty (30) days prior to the renewal date, subject to the right of termination described in clause 6.1 (above).

6.4 The rights of termination are in addition to all other rights or remedies of the parties provided in this Agreement or by law. In the event this Agreement is terminated, the Client's (and all Authorised Users') right to access and use the Licensed Products will cease immediately.

7. No Warranty and Disclaimer of Liability

7.1 OFF-HIGHWAY RESEARCH MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE LICENSED PRODUCTS AND THE SITE. OFF-HIGHWAY RESEARCH EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT POSSIBLE UNDER LAW, ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY AND TITLE. OFF-HIGHWAY RESEARCH DOES NOT GUARANTEE THE ACCURACY, CONTENT, OR TIMELINESS OF THE LICENSED PRODUCTS.

7.2 IN NO EVENT WILL OFF-HIGHWAY RESEARCH, ITS AGENTS, LICENSORS OR AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE LICENSED PRODUCTS OR THE SITE, EVEN IF OFF-HIGHWAY RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE.

7.3 IF OFF-HIGHWAY RESEARCH IS HELD LIABLE TO THE CLIENT FOR ANY REASON, IN NO EVENT SHALL ANY LIABILITY OF OFF-HIGHWAY RESEARCH, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM OR CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE OR THE LICENSED PRODUCTS EXCEED THE AMOUNT THE CLIENT PAID TO OFF‑HIGHWAY RESEARCH UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM OR CLAIMS FIRST AROSE.


 

8. Security

8.1 The Client will be solely responsible for the confidentiality of, and solely liable for the use of and access to the Licensed Products and the Site by Authorised Users. The Client agrees to immediately notify if it becomes aware of any loss or theft of any username/password or unauthorised use or access to the Licensed Products or the Site.

8.2 Where the Client's Authorised Users have a Global Site Licence they can access the Licensed Products via the Client's Intranet it: (i) may not frame or link to the Site or Licensed Products in any way that obscures any of Off-Highway Research 's or the other Publishers' copyright, trademark, and/or other proprietary rights notices, or is misleading as to the source of the Site or Licensed Products, or falsely implies a relationship between Off‑Highway Research (or any other Publisher) and the Client or any other third party; (ii) is solely responsible for creating security measures adequate to protect its Intranet from unauthorised access and harm; and (iii) is solely responsible, at its own cost, for obtaining any third party rights, products, or services needed to configure and operate its electronic delivery systems and the Client's Intranet for use in connection with the Licensed Products.

9. Force Majeure

Off-Highway Research, its affiliates, and its information providers shall not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Licensed Products resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of any Site, FTP or any electronic or mechanical equipment or communication lines, telephone or other interconnect problems, supplier problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labour problems, wars, or governmental restrictions.

10. Amendment

This Agreement may only be amended or modified by express written consent of both parties hereto.

11. Miscellaneous

11.1 Assignment of Agreement. This Agreement is personal to the parties and the rights and obligations of the parties may not be assigned or otherwise transferred, provided, however, Off-Highway Research may assign this Agreement to its successors, affiliates or to any entity that acquires all or substantially all of the assets of Off-Highway Research.

11.2 Non-Waiver. No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

11.3 Notices. Notices shall be given in writing by letter (for notices to Off-Highway Research) or, in the case of notices to the Client, by email, or letter as Off-Highway Research chooses, and shall be sent to the intended recipient's last known place of business (i) for Off‑Highway Research, in the UK (for the attention of Off-Highway Research Sales Department) and (ii) for the Client, at the Client address or email address for the attention of the Client contact set out in the Subscription Order Form or online order form or otherwise notified to the Off-Highway Research from time to time. For the purposes of this clause, the correct address details for Client shall be deemed to be those notified to Off‑Highway Research at least 10 days before the date of any notice Off-Highway Research may give to Client. Such letters shall be deemed received on the date of dispatch if sent by fax or email (or on the following business day, if sent after the recipient’s normal business hours) or on the expiry of 2 business days from the date of posting if sent by overnight post.

11.4 No Joint Venture. No joint venture, partnership, employment, or agency relationship exists between the Client and Off-Highway Research as a result of this Agreement or the Client's use of the Licensed Products or the Site.

11.5 Severability. If any provision of this Agreement shall be invalid or unenforceable, such shall not render the entire Agreement unenforceable or invalid but rather the Agreement shall be read and construed as if the invalid or unenforceable provision(s) are not contained therein, and the rights and obligations of the parties shall be construed and enforced accordingly.

11.6 Entire Agreement. This Agreement constitutes the entire agreement between Off‑Highway Research and the Client and any terms implied by law which may be excluded by contract are excluded, save that nothing in this clause excludes liability for fraudulent misrepresentation.

11.7 Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement (and, in the case of the Client, to bind its Authorized Users), and that the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement ("Authorized Signatory").

11.8 Confidentiality. The terms of this Agreement (including the License Fee) shall be treated as confidential by the Client and shall not be disclosed to any third party without the prior written agreement of Off-Highway Research unless disclosure is required by law or compelled by a court of competent jurisdiction.

11.9 Changes to the Licensed Products. Off-Highway Research reserves the right to: (i) change the content, presentation, means of delivery and/or access to and/or availability of all or parts of the Licensed Products; and (ii) cease publication of the Licensed Products, at its sole discretion. Off-Highway Research will strive, where reasonable, to notify Client of more fundamental changes to, or the cessation of, the Licensed Products.

12. Governing Law

This Agreement shall be governed by the laws of England. Both parties irrevocably agree to submit to the exclusive personal jurisdiction and venue of the courts presiding in England and the Client must file any cause of action it may have with respect to this Agreement within one year after the cause of action arose or such cause shall be barred, invalid, and void. Off-Highway Research may pursue injunctive relief in any court having jurisdiction over such actions.

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