Terms and Conditions of Subscription

Terms

1. Grant of licence In consideration of the terms of this Agreement and payment of the License Fee by Subscriber to Licensor, Licensor grants Subscriber a non-exclusive license (the Licence) (subject to termination under section 11) to place a hyperlink (the Hyperlink) to direct End Users to Licensor’s website at www.haynesmanualsallaccess.com (the Source Website), subject to End Users being bound by the terms of the End User Agreement.
2. Payment of the Licence Fee Subscriber shall pay the agreed License Fee in the manner specified by Licensor.
3. Non-payment If Licensor has not received payment in full within five (5) days after the due date, then, without prejudice to all available rights and remedies, Licensor shall have no obligation to provide access to any or all of the Content.
4. Licence
   1. Licensor grants Subscriber on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable license to allow End Users to access the Content through the Hyperlink and to use the Software only for the Permitted Use.
   2. Subscriber acknowledges that the License is non-exclusive, personal to Subscriber and may not be assigned or transferred by Subscriber without prior written consent of Licensor.
   3. Subscriber shall not, and shall assure that End Users do not: (a) attempt to or actually copy, duplicate, modify, create derivative works from or distribute all or any portion of the Content, except as expressly permitted in this Agreement; (b) access all or any part of Licensor’s software or service or Content or use any of these, to develop a product or service to compete with the service or Content; (c) use any of Licensor’s software or service or Content to provide service to third parties, or attempt to obtain, or assist any person or entity to obtain, access to the Content, other than access expressly permitted by this Agreement for End Users; and/or (d) purport to transfer or sublicense, whether temporarily or permanently, any rights under this Agreement.
   4. Subscriber shall prohibit and act to prevent unauthorised access to, or use of, Licensor’s software and shall notify Licensor promptly in writing of any unauthorised access or use.
5. End User access to the Content
   1. Subscriber warrants and agrees that the Hyperlink shall be accessible only to current End Users of Subscriber from time to time.
   2. Subscriber shall assure that any person who ceases to be a current End User of Subscriber shall be immediately denied further access to the Content.
   3. Subscriber agrees that display of the Hyperlink shall be in a form and substance satisfactory to Licensor. Subscriber shall co-operate with Licensor in modifying the appearance and operation of the Hyperlink as Licensor requires from time to time.
   4. Subscriber shall limit access to the Content to not exceed the number of individual End Users stated in the Agreement Details table.
   5. Subscriber shall maintain an updated written list of current End Users. Subscriber shall provide the list to Licensor as Licensor reasonably requests from time to time.
   6. Subscriber shall require and assure that each End User keeps a secure password for that End User’s access to the Content and that each End User keeps the password confidential.
   7. Licensor shall have the right to conduct audits, no more often than once every three months, concerning End User user names and passwords and other matters pertaining to this Agreement. Audits shall be at Licensor’s expense, with reasonable prior notice, with a view to not unreasonably interfering with the operation of Subscriber's business. Subscriber shall fully cooperate in the audits.
   8. If an audit reveals that passwords have been provided to individuals who are not End Users, other excessive or unauthorized use or other breach of this Agreement, then in addition to all Licensor's other rights and remedies, Subscriber shall immediately implement remedial steps directed by Licensor, including but not limited to disabling passwords as specified by Licensor, refraining from issuing new passwords. If a breach is material or wilful, Subscriber shall reimburse Licensor’s reasonable audit costs.
6. Warranties LICENSOR WARRANTS THAT LICENSOR HAS THE RIGHT TO LICENSE THE USE OF CONTENT AS PROVIDED IN THIS AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THE PRIOR SENTENCE, LICENSOR DOES NOT MAKE AND DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE CONTENT WILL BE COMPLETE, ACCURATE IN ALL RESPECTS, UP TO DATE, FREE FROM TECHNICAL INACCURACIES, FREE FROM TYPOGRAPHIC ERRORS, FREE FROM AMBIGUITY, EASY TO UNDERSTAND OR CAPABLE OF BEING UNDERSTOOD, SAFE TO USE, APPLICABLE TO SUBSCRIBER’S OR ANY END USER’S CIRCUMSTANCES, APPROPRIATE OR AVAILABLE FOR USE IN SUBSCIRBER’S OR ANY END USER’S PARTICULAR LOCATION OR JURISDICTION, OR THAT SUBSCRTIBER’S OR ANY END USER’S USE OF THE CONTENT WILL ACHIEVE SUBSCRIBER’S OR THE END USER’S DESIRED RESULT(S) OR ANY PARTICULAR RESULTS. LICENSOR DOES NOT WARRANT THAT SUBSCRIBER OR ANY END USER WILL BE ABLE TO ACCESS THE CONTENT THROUGH ANY PARTICULAR COMPUTER, OR DEVICE, OR THAT ACCESS WILL BE AVAILABLE ALL TIMES, OR WILL BE FREE FROM INTERRUPTION OR OTHER DISRUPTION OR THAT INFORMATION WILL BE OPTIMIZED FOR SUBSCRIBER’S OR THE END USER’S DEVICE. THESE ARE ONLY EXAMPLES. SUBSCRIBER AND END USERS MAY EXPERIENCE OTHER PROBLEMS NOT LISTED HERE.
7. Obligations of the Subscriber Subscriber shall:
   1. provide assistance of personnel, access to information (including but not limited to details of End Users and security access information) and other cooperation Licensor requests from time to time;
   2. provide Licensor with software interfaces to Subscriber's other business applications;
   3. not alter or authorize anyone to alter the appearance, operability or other element of the website that provides access to the Content;
   4. not circumvent or authorize anyone to circumvent access to Licensor’s privacy policy and terms of use on Licensor’s website;
   5. comply and ensure that End Users comply with Licensor’s privacy policy and terms of use on Licensor’s website;
   6. comply with all applicable laws and regulations with regard to activities under this Agreement; and
   7. carry out all Subscriber responsibilities in this Agreement in a timely and efficient manner.
   In the event of delay in compliance with this Section 7, then in addition to Licensor’s other rights and remedies, Licensor may adjust any timetable or delivery schedule.
8. Ownership of rights Subscriber acknowledges and agrees that Licensor and/or its licensors own all rights in the Content. Except as expressly stated herein, this Agreement does not grant Subscriber any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses regarding the Content or any related documentation. To the extent that the Hyperlink comprises any trademark(s) owned or licensed by Licensor (the Mark(s)) Subscriber warrants and agrees that the Mark(s) shall be used only in promotion of the Content and other products offered by Licensor in the conduct of its business.
9. Limitation of liability Licensor’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed the License Fee paid to Licensor under this Agreement in the two (2) months prior to the incident that is the basis of the claim. Subject to Section 10 neither party shall be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any indirect or consequential loss, damage, cost or expense of any nature incurred or suffered by that other party, including without limitation economic loss or other loss of profits, business or goodwill.
10. Indemnity Subscriber shall indemnify, defend and hold harmless Licensor and Licensor’s affiliated entities, shareholders, directors, officers and employees from and against all Claims and Losses arising from loss, damage, liability, injury to Licensor employees and third parties, infringement of intellectual property, or third party losses by reason of or arising out of any information supplied to Subscriber by Licensor, its employees or licensors, or supplied to Licensor by Subscriber within or outside the scope of this Agreement. Claim shall mean any demand, claim, proceeding, penalty, fine and/or liability (whether criminal or civil, in contract, tort or otherwise); and Loss shall mean all losses including without limitation financial loss, damage, legal costs and other expenses of any nature whatsoever.
11. Termination Licensor may terminate this Agreement effect on delivering written notice of termination to Subscriber if Subscriber:
    1. fails to pay any amount when due under this Agreement and fails to cure the default within 10 days after being notified in writing to make the payment;
    2. materially breaches any other term of this Agreement and fails to cure the breach within 20 days after being notified in writing to do so;
    3. commits three or more breaches of this Agreement within any period of 90 days;
    4. becomes insolvent or admits being unable to pay its debts when due or conducts an assignment for the benefit of creditors or the like or files or has filed against it a bankruptcy petition; or
    5. suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
12. Post-termination On termination of this agreement for any reason:
    1. all licences granted under this Agreement shall immediately terminate;
    2. Subscriber shall return to Licensor and make no further use of any materials or other items (and all copies) belonging to Licensor; and
    3. any rights, remedies, obligations or liabilities of the parties, including the right to claim damages for breach of this Agreement that existed at or before the date of termination shall not be affected or prejudiced. Termination of this Agreement by Licensor does not excuse Subscriber from paying any amount incurred to Licensor, nor waive, release or otherwise affect any other rights or remedies available to Licensor.
13. General
    1. Force majeure A party shall not be liable for delay or failure in performance of this Agreement, other than payment of money due from Subscriber to Licensor, that results directly from circumstances beyond the party’s reasonable control. If the circumstance continues more than thirty (30) days, then either party may terminate this Agreement by written notice to the other party.
    2. Amendments This Agreement may be amended only in writing signed by duly authorised representatives of the parties.
    3. Assignment Subscriber shall have no right or power to and shall not purport to assign, delegate, sub-license or otherwise transfer any or all of rights or obligations under this Agreement without prior written consent of Licensor. There is no restriction on transfer or assignment by Licensor.
    4. Entire Agreement This Agreement contains the entire agreement between the parties regarding its subject matter and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to its subject matter. Subscriber represents that it has not entered into this Agreement based on any representation or statement that is not expressly stated into this Agreement.
    5. Waiver Failure or delay by a party in exercising any right, power or privilege under this Agreement shall not constitute a waiver nor shall any single or partial exercise of a right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
    6. Agency, partnership etc. The parties shall be independent contractors. Nothing in this Agreement is intended to establish, and the parties shall be deemed not to be in any partnership, joint venture, agency, fiduciary or other relationship. Each party has no power or authority to bind the other party or make any commitment on the other party’s behalf.
    7. Severance If any provision of this Agreement is determined by a court having jurisdiction to be unlawful or otherwise unenforceable, the provision shall be deemed to be severed from this Agreement and the rest of this Agreement shall remain in effect.
    8. Announcements Subscriber shall not issue or make any public announcement or disclose any information regarding this Agreement without prior written consent of Licensor.
14. Protection of confidential information Subscriber shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Licensor, except as permitted below. Subscriber shall not use Licensor’s confidential information for any purpose other than to exercise rights and perform obligations under this Agreement. Subscriber may disclose Licensor’s confidential information: (a) to those of Subscriber’s employees, officers, representatives or advisers who need to know such information for the purposes of performing their role for Subscriber or carrying out Subscriber’s obligations under this Agreement provided that Subscriber shall ensure that such persons comply with this clause; and (b) as may be required by law, a court having jurisdiction or a government authority.
15. Notices Any notice to be given under this Agreement shall be in writing and shall be sent by certified U.S. mail return receipt requested, or by overnight delivery service such as Fedex or UPS, to a party at its address in the Details portion of this Agreement. Notices sent as above shall be deemed to have been received when delivered.
16. Law and jurisdiction The validity, construction and performance of this agreement shall be governed by California law without regard for California’s rules or principles of conflicts of law. Any dispute shall be brought exclusively in the federal or state courts located in Los Angeles County, California. The parties consent to and waive any objection to the jurisdiction and venue of such courts.
17. Third parties This Agreement is not intended to, and does not, confer any right or benefit on any person or entity not a party to this Agreement.