1. Grant and Terms of Limited License
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| 1.1. |
INFARE grants the Customer a temporary, limited, non-transferable, revocable and non-exclusive license to access and use the Data Products and data therein ("Data") solely for internal use to evaluate the suitability of the Data Products during the trial period. The Customer shall not: (i) copy, distribute, transmit, disclose, sublicense, sell or otherwise make available the Data Products or Data; (ii) perform any analysis for sharing with third parties or for publication; (iii) use the Data Products or Data to make any trades or investments; (iv) use the Data in a production environment; or (v) decompile, disassemble, reverse engineer, or attempt to bypass any encryption or initialization system used by INFARE. |
| 1.2. |
All rights not expressly granted are retained by INFARE. Customer shall implement reasonable technical and organisational measures to safeguard the Data from unauthorised access, use, or disclosure. Where credentials are assigned, Customer shall keep them strictly confidential and promptly notify INFARE of any suspected unauthorised use. |
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2. Intellectual Property Rights
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| 2.1. |
As between the parties, INFARE owns all intellectual property rights in the Data Products and Data. Customer's use shall not diminish INFARE's intellectual property rights, which remain exclusively vested in INFARE at all times. |
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3. Disclaimer of Warranty; Limitation of Liability
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| 3.1. |
INFARE warrants that it has all rights necessary to provide the Data Products and that the Data does not contain personally identifiable information or material non-public information; and Customer is not the sole licensee of the Data Products. |
| 3.2. |
The Data Products and Data are provided "as is" and "as available". Customer acknowledges that the underlying Data is collected on travel/airline booking sites, and on travel/airline APIs, GDS and similar mechanisms and that INFARE does not alter the contents of this Data. The Data Products are provided for information purposes only, not to provide any specific offer, recommendation or opinion. INFARE specifically disclaim all warranties, express or implied, including without limitation, regarding satisfactory quality or merchantability, completeness or fitness for a particular use or purpose or that the Data Products will be uninterrupted, error free or that any errors will be corrected. To the fullest extent permitted by applicable law, INFARE shall not be liable to the Customer for any indirect, special, incidental, consequential, punitive or exemplary loss, damages, injuries, costs or expenses arising from this Agreement or use of the Data Products or the Data, even if INFARE has been advised of the possibility of such damages. Nothing herein excludes liability that cannot be excluded by law. |
| 3.3. |
In no event will the liability of either party, pursuant to any claim or cause of action under this Agreement, whether in contract, tort or otherwise, exceed one thousand pounds (GBP 1,000). |
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4. Indemnity
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| 4.1. |
Customer shall indemnify and hold harmless INFARE from any third-party claims, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (i) Customer's breach of this Agreement; (ii) misuse of the Data Products or Data; or (iii) infringement of any third-party proprietary rights by any product or service of the Customer in which the Data is incorporated, in each case to the extent resulting from the Customer's (or its authorised users') use of the Data Products. This indemnity shall not apply to the extent such claims arise from INFARE's gross negligence, wilful misconduct or breach of this Agreement. |
| 4.2. |
INFARE will indemnify and hold harmless the Customer from any third-party claims, losses, and expenses (including reasonable legal fees) to the extent they arise from a claim that the Customer's use of the Data Products in accordance with this Agreement infringes any third-party intellectual property rights, except to the extent such claim arises out of the Customer's gross negligence, wilful misconduct, or breach of this Agreement. |
| 4.3. |
Either party shall promptly notify the other party of any such claim, and the indemnified party shall not settle any claim that imposes obligations on the other party, without the indemnifying party's prior written consent, such consent not to be unreasonably withheld or delayed. |
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5. Confidentiality
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| 5.1. |
Each party shall keep the other's Confidential Information strictly confidential and not disclose it to any third party without prior written consent. "Confidential Information" means all non-public information disclosed under this Agreement, including the Data, algorithms, statistical data, trade secrets. |
| 5.2. |
Each party may share Confidential Information only with employees and advisers who need it to perform this Agreement. Disclosure is permitted where required by law or a competent authority and the disclosing party shall provide prior written notice of such disclosure where legally permitted to do so. |
| 5.3. |
Use of a party's name and/or logo shall only be permitted by prior written consent of the other party. |
| 5.4. |
This clause survives termination for twelve (12) months. |
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6. Termination
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| 6.1. |
INFARE may suspend or terminate access to the Data Products at any time upon reasonable prior written notice, or immediately where necessary, without liability, except as otherwise provided in this Agreement. |
| 6.2. |
On termination or expiry, Customer shall immediately cease use of the Data Products and destroy all Data and configurations, except where retention is required by law, for internal record-keeping obligations or as system backups in the ordinary course of business. If requested by INFARE, Customer shall promptly certify in writing that it has removed and destroyed the Data. |
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7. General
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| 7.1. |
This Agreement is governed by the laws of England and Wales, and any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales. |
| 7.2. |
Neither party may assign this Agreement without the other's prior written consent, such consent not to be unreasonably withheld or delayed. Any unenforceable provision shall be severed without affecting the remaining provisions. |
| 7.3. |
INFARE shall be entitled to use any data derived from the provision or use of the Data Products in aggregated and/or anonymised form for analysis and the development, improvement, and enhancement of INFARE's products and services. |
| 7.4. |
Customer agrees to comply with all applicable domestic and international laws and regulations in connection with the use of the Data Products. |
| 7.5. |
Customer may, at its discretion, provide feedback which shall be assigned to INFARE, which INFARE may use without restriction for internal improvements of its products and services. |
| 7.6. |
Clauses 1, 2, 3, 4, 5, 6.2 and 7.5 survive termination. |
| 7.7. |
INFARE processes personal data of Customer representatives in accordance with its Privacy Policy at https://www.oag.com/privacy-notice. |