CAE OBSERVATORY AND MARKET SNAPSHOT REPORTS TERMS AND CONDITIONS

PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING ALL OR ANY PART OF THE DATA YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT USE THE DATA. 
1.      The Cambashi CAE Observatory is the result of calculations and analysis based on national, international and third party published statistics and original research which is presented as a data base (the Data) and which may contain information to identify each instance of the data base.
2.      The Data is licensed (not sold) by Cambashi Limited, of 52 Mawson Road, Cambridge, CB1 2HY, U.K. (the Licensor).
3.      The Licensee is the purchasing organisation as defined in the Sales Agreement.
4.      The Licensor grants you, the Licensee, a non-exclusive right to use the Data provided you comply with the terms of this agreement.
Limitation of liability
5.      The Licensor disclaims all warranties, express or implied, with respect to the Data including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, accuracy or completeness of any data provided and has no liability to you or any other party for any damages whatsoever arising from the use of the Data including, but not limited to, lost profits, lost revenues or business interruption damages.
6.      The Data provided under this Agreement is provided “AS IS”, such Data are compiled from materials furnished to or obtained by Cambashi from outside sources. Cambashi does not warrant the completeness or accuracy of the information, that Licensee’s use of the Data will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Licensee’s requirements.  Licensee is solely responsible for its use of the Data.
Distribution and Dissemination
7.      The Data may only be used by employees of the Licensee.
8.   The Data may not be published in any form in whole or in part, unless separate distribution rights have been sought and granted by the Licensor. This includes digital publication on an internet site. Acquisition of such rights may involve a financial consideration.
9.      You may make one backup copy of the Data, provided the backup copy is not installed or used on any computer for other than archival purposes.
10.    The Data may be reproduced, transmitted, held or stored on a server or in a company retrieval system, intranet or other electronic storage device for the purposes of access by employees of the Licensee only. 
11.    Reasonable extracts of the Data may be used to create charts for use in reports and presentations, for internal and external use, provided the charts are supportive in nature to the substance of the report or presentation and must clearly show the attribution “Source: Cambashi, 2019“.
12.    Licensee represents and warrants that the use of the Data will be in accordance with US export control provisions.
Intellectual property and Confidential Information
13.    The Data and any copies you are authorised to make are the intellectual property of and owned by the Licensor. The structure, organisation and content of the Data are the valuable trade secrets and confidential information of the Licensor.
14.    You agree to use the same degree of care in safeguarding the intellectual property or confidential information of the Licensor as you would use to safeguard your own confidential and proprietary information, but in no event less than reasonable care. 
15.    You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the algorithms used in the Data.
Infringement
16.    Licensor shall indemnify Licensee with respect to direct damages incurred by Licensee including reasonable attorney’s fees as a result of any claim against Licensee that the Data as supplied by Licensor and used by Licensee in compliance with the terms of this agreement infringe upon any copyright or proprietary right of any third party provided that
a) Licensee gives Licensor prompt written notice thereof within 10 days of becoming aware of it
b) Licensor has sole control of the defence or settlement of such claim and
c) Licensee reasonably cooperates with Licensor in such defence.
In the event of such claim, Licensor shall have the right to terminate this agreement with respect to allegedly infringing services by giving written notice to Licensee and by refunding to Licensee the prorated share of any prepaid charges relating to such infringing services. 
Other Matters
17.    Licensor may use all suggestions, feedback, improvements, report formats or the like that Licensee provides to Cambashi or otherwise makes with respect to the Data without any obligation to Client.
18.    Licensor and Licensee agree that Cambashi may publicize the fact that Licensee is a user of the Data in a mutually agreed upon initial press release.  Thereafter, Cambashi will use Licensee name only in a list of other Cambashi Clients.  Any additional publicity concerning Licensee will require Licensee’s prior written consent.
19.    If any of the provisions of this Agreement are declared invalid, such provision shall be modified to the extent necessary to cure its invalidity and this Agreement shall otherwise remain in full force and effect.
20.    The failure of either party to exercise any of its rights or to enforce any of the provisions of this Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce each provision of this Agreement.
21.    No action regardless of form arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.
22.    (1) It is hereby agreed that the Sales Agreement and Terms and Conditions together set forth the entire agreement between the parties as to the subject matter of this Agreement and nothing previously stated expressed or implied by the parties hereto shall be binding.
(2) Neither of the parties hereto shall be bound by any conditions definitions warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement or as duly set forth on or subsequent to the date hereof in writing and signed by an authorised person or officer of the parties to be bound thereby.
23.    If during the continuance of this Agreement or afterwards any dispute difference or question arise between the parties or either of them bring a dispute difference or question touching this Agreement or any account between the parties hereto or the construction meaning or effect of this Agreement or the rights or liabilities of either party hereunder or otherwise in relations to the premises then such dispute difference or question shall be referred to arbitration to take place in London, such arbitration to be guided by the Law of England and to be by the decision of a single arbitrator to be agreed upon between and appointed by the parties hereto (or failing agreement upon the appointment of such an arbitrator by the President for the time being of the Law Society of England and Wales) and in either case subject to the provisions of the Arbitration Act of 1950 or any statutory modification or re-enactment thereof for the time being in force.
24.  Upon termination of the agreement for whatever reason Licencee shall cease using the data covered by this licence and shall delete or destroy any such data series in its possesion or control. 
25.    This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.
Registered in England and Wales No. 1360554. Registered office as above. VAT No. GB 393 1001 82