In these Terms and Conditions, unless the context otherwise requires, capitalized terms shall have the following meaning:
“Application” means the completed application or purchase to which these Terms and Conditions are attached;
“Client” means the specific individual purchaser of the report named as named on the Application;
“Content” means each element of information, text, statistics, data, material, graphics and software contained in the Licensed Product and the Markets Structure Partners website;
“Download” means one industry report contained in the Licensed Product or any portion of the Licensed Product
“Market Structure Partners” means NBXC Ltd, trading as Market Structure Partners, Finsgate, 5-7 Cranwood Street, London, UK, EC1V 9EE
“Market Structure Invoice” means the periodic billings sent out from Market Structure Partners to Client
“Market Structure Partners Website” means the website at the URL www.marketstructure.co.uk and includes all information, text, statistics, data, material, graphics and software contained within that website and its subfolders;
“License” means a non-transferable and non-exclusive right to access and use the Licensed Product on the terms and conditions set forth on the Market Structure Partners Website and in the Terms and Conditions which are part of the Application
“License Fee” means the License Fee set out on the Application
“Licensed Product” means the information reports published by Market Structure Partners as specified on the Application;
“Taxes” means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged including, without limitation, sales taxes but excluding income taxes;
Terms and Conditions: means this document, including the Application to which it is attached.
1.3 Each Purchaser must notify Market Structure Partners of their respective names and email addresses at the time such Nominated User completes the Online Payment
2.2 The Licensed Product may not be reproduced, copied or resold in any format. Client agrees to take all necessary precautions to assure that no unauthorized persons have access to the Licensed Product and that all authorized persons having access refrain from unauthorized disclosure, duplication or reproduction.
2.3 Client agrees to indemnify, hold harmless and defend Market Structure partners against any and all claims, including reasonable legal fees and costs, arising from any unauthorized use of the Licensed Product.
2.4 Client agrees to take reasonable steps to ensure copies of the Licensed Product or parts thereof are not available on any computer network or public storage facility where they can be accessed by others who have not paid for the report.
3.1 The Client agrees to pay to Market Structure Partners the License Fee in advance from commencement of the License by credit card or bank debit at the time the Application is made; or, by prior agreement with Market Structure Partners within 7 days from receipt of the Market Structure Invoice. Terms for all Market Structure invoices are net seven days.
3.4 Once a the Client has accessed one Download the Client will no longer be entitled to a refund of all or any portion of the License Fee.
4.1 The License will commence on receipt of the signed Application and continue in force until terminated as follows:
(a) Market Structure Partners may terminate the License immediately if the payment fails or the Client fails to pay any Market Structure Partners Invoice when due for payment or commits a material breach of these Terms and Conditions, by giving to the Client written notice of termination.
4.2 Termination of the License will not prejudice or otherwise affect any rights and obligations of the parties expressed in these Terms and Conditions to survive termination of the License, nor will it prejudice or otherwise affect any right or remedy one party has against another party in respect of any breach of these Terms and Conditions before termination, but will terminate all other rights and obligations of the parties under these Terms and Conditions.
4.3 On termination the Client must cease using the Licensed Product (and all reports, data and other information produced or generated by the Client which are based on or include any of the Licensed Product) for any purpose and must destroy all copies (hard and electronic) of any Licensed Product or any such report, data or other information in the Client’s possession, power or custody.
The Client agrees that the Licensed Product and the Content are and will remain the property of Market Structure Partners, and that the Client does not have any License or right to use any trade or service mark displayed in the Licensed Product or the Content without the express written permission of Market Structure Partners. Market Structure Partners’s intellectual property rights in and to the Licensed Products and the Content are protected by UK and international copyright and trademark laws, and Client agrees that it is not authorized to reproduce, copy, republish, upload to a third party or distribute the Licensed Product or the Content, except in accordance with these terms and Conditions.
6.MARKET STRUCTURE PARTNERS WARRANTY:
6.1 Market Structure Partners warrants that it has used use commercially reasonable measures to ensure that the information in the Licensed Product is not in violation of any known copyright or confidentiality agreements of third parties.
6.2 Market Structure Partners make no other representation or warranty relating to the Licensed Product including, without limitation, any representation or warranty as to the merchantability, fitness for any particular purpose or use, accuracy or completeness of the Licensed Product. Client acknowledges and accepts this disclaimer.
6.4 Market Structure Partners’ total liability to the Client or any other person for breach of any of these terms and conditions or in tort (including negligence) or otherwise under or in connection with these terms and conditions or access to or use of the Licensed Product:
(a) will not exceed the License Fee, and
(b) will exclude liability for indirect, consequential or incidental loss or special or punitive damages;
6.3 No exclusion of implied terms or disclaimer or limitation of liability contained in this clause 6 applies to the extent that it is prohibited by law but where liability in connection with a defect in any data or report in the Licensed Product may be lawfully limited to the supply of that data or report again without the defect, liability is so limited.
Client shall indemnify and hold harmless Market Structure Partners and its Related Parties from and against any and all losses, claims, damages or liabilities (including reasonable attorney fees) arising out of or relating to a breach of Client’s obligations contained in these Terms and Conditions, all of which shall survive the term of this License unless specified to the contrary in writing.
8.1 These terms and conditions are governed by the laws of the United Kingdom.
8.2 The Client may not assign its rights under these terms and conditions unless it obtains the written consent of Market Structure Partners.
8.3 If any provision of these terms and conditions is void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it, but if it cannot be saved by reading down, words must be severed from the provision to the extent they can be to save it, but if that also fails to save it the whole provision must be severed. Severing of a particular provision will not invalidate the remaining provisions nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
8.5 Except to the extent that a Tax is expressly stated on the Application to be added to or included in an amount payable:
(a) all amounts payable to Market Structure Partners under these terms and conditions have been calculated without regard to any Taxes which may be payable by Market Structure Partners in respect of those amounts or the provision of access to or use of the Licensed Product; and
(b) where Market Structure Partners is liable to pay any such Tax, it may charge the Client the amount of the Tax, and the Client must pay Market Structure partners that amount on receipt of the Market Structure Partners Invoice reflecting any such taxes.
8.8 No Third Party Beneficiaries. This Licensee shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns.
8.9 Survival of Clauses. All clauses set forth in these Terms and Conditions that could reasonably be construed as surviving the termination of the License, including but not limited to those set forth in sections 2, 4, 5, 6 and 7, shall survive termination of the License.