Access to IHS' Products for trial and evaluation purposes is subject to the following terms and conditions ("Agreement"). By accessing IHS' Products you accept and agree to be bound by this Agreement during the Trial Period.
1. The Product licensed hereunder is identified in the confirmation email or any other document which IHS sends to Client to confirm that IHS has accepted the Client's requests to access the Product for Trial Period ("Order Confirmation") and includes any documentation, and updates and corrections thereto provided by IHS to Client for evaluation purposes ("Product"). Subject to and in consideration of Client's compliance with the terms of this Agreement, IHS hereby grants the Client a personal, non-exclusive, non-transferable, royalty-free, revocable license solely for the purpose of internal trial and evaluation of the Product by a maximum number of Authorized Users as identified in the Order Confirmation. Client agrees that its employees will be participating in such internal trial and evaluation of the Product ("Authorized Users") for a period commencing from License Start Date and ending on License End Date as specified in the Order Confirmation ("Trial Period") at the locations set forth in the Order Confirmation ("Site"). Upon expiration or termination of this Agreement or Trial Period, unless otherwise instructed by IHS or unless Client has purchased a license for the Product, Client shall cease all use and shall promptly destroy or return the Product (including all copies) and so certify in writing upon IHS' request.
2. Client shall not reverse decompile, disassemble or otherwise reverse engineer the Product in whole or in part. Client shall not duplicate, transfer, disclose, provide, distribute, sell, lease, republish, sublicense or otherwise make available the Product, or any part or copies thereof, to any third party. Client shall not alter, modify, or make derivative works of the Product without the prior written consent of IHS. Client will not remove any copyright, trademark or other proprietary notices. No title to or ownership of the Product is transferred to Client. Title to and ownership of the Product and all applicable rights in patents, copyrights and trade secrets in the Product shall remain in IHS. The Product provided hereunder is confidential and/or proprietary to IHS and Client shall safeguard the Product accordingly.
3. THE PRODUCT LICENSED HEREUNDER IS PROVIDED "AS-IS". IHS MAKES NO WARRANTIES, REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RESPECT OF THIS AGREEMENT, THE PRODUCT OR DOCUMENTATION PROVIDED HEREUNDER, AND ALL WARRANTIES INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED. CLIENT AGREES THAT IHS SHALL NOT BE LIABLE FOR ANY LOSS, CLAIM, OR DAMAGE, TO CLIENT OR ANY THIRD PARTY WHETHER DIRECT OR INDIRECT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY RELATING TO CLIENT'S USE OR POSSESSION OF OR RELIANCE ON THE PRODUCT INCLUDING WITHOUT LIMITATION ANY INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
4. Client may not assign any of its rights or delegate any of its obligations hereunder and any attempted assignment shall be null and void. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter hereof. This Agreement and its performance shall be governed by the laws of England and Wales, other than its laws pertaining to conflict of laws. Parties hereby submit to the exclusive jurisdiction of English courts.
5. If Client breaches any of its obligations under this Agreement, IHS shall have the right, in addition to any and all other remedies it may have hereunder, at law or in equity, in its own discretion (i) to terminate this Agreement immediately upon notice to Client; (ii) to claim the reasonable value of unauthorized use of the Product from the Client; and (iii) to be indemnified by the Client against any cost, loss or damage suffered by IHS including IHS' attorneys' fees as a result of the said breach or non-compliance.
6. Client represent and affirm that (i) it will comply with all applicable country laws relating to anti-corruption and anti-bribery, including the US Foreign Corrupt Practices Act and the UK Bribery Act; and (ii) it will not perform, offer, give and receive bribes or corrupt actions in relation to the procurement or performance of this Agreement. For the purposes of this section, "bribes or corrupt actions" means any payment, gift, or gratuity, whether in cash or kind, intended to obtain or retain an advantage, or any other action deemed to be corrupt under the applicable country laws.
7. The Product provided hereunder: (a) was developed at private expense and is in all respects the proprietary information of IHS; (b) was not developed with government funds; (c) is a trade secret of IHS for all purposes of the Freedom of Information Act; (d) is a commercial item and thus, duplication or disclosure of the Product is subject to the restrictions set forth by IHS. Any Product used by, for, or on behalf of the U.S. Government is provided with LIMITED RIGHTS as per IHS standard terms applicable to the Product at the time of trial.
8. Export laws and regulations of the United States and other relevant local export laws apply to the Products provided hereunder Client agrees to comply with all such export laws and regulations, and agrees that it will not export, re-export, transfer, sell or use the Products without the prior express written permission of IHS.
