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STANDARD TERMS AND CONDITIONS OF OAG | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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These terms and conditions apply to all Subscribers, Invitees and Web Site Only Users, as defined below, (together defined as “Users”). Together with the Order (in the case of Subscribers), these terms and conditions constitute an agreement (this “Agreement”) between the User and OAG Worldwide Limited, whose registered office is at Church Street, Dunstable, Bedfordshire LU5 4HB (“OAG”). By submitting the Order (in the case of Subscribers), or by using any of the Web Sites (in the case of other Users), the User agrees to be bound by these terms and conditions.
In this Agreement, the following expressions have the meanings set opposite:
2.1 OAG will provide the Subscriber with the Services set out in the Order. 2.2 OAG will provide the Invitee with access to the restricted Customer Only pages of its web site at www.OAGdata.com or to any other restricted pages of any other Web Site to which the Invitee has been authorised access by OAG and the use of all services made generally available via those restricted pages from time to time. 2.3 OAG intends to make the Web Sites and the relevant Web Site Services available to the Subscriber and Invitee 24 hours a day, 7 days a week. However, OAG reserves the right to suspend access to the Web Sites and/or any of the Web Site Services at any time, without notice and OAG may, at its sole discretion, restrict the User’s use of the Web Site and, in the case of Subscribers and Invitees, the Web Site Services, or limit the hours of their availability. 2.4 OAG will provide each Subscriber and Invitee with a user identification and a password for use in accessing the relevant Web Site Services. 2.5 OAG will provide a help desk that may be contacted by the Subscriber or Invitee on the telephone number set out on the Order, or as otherwise published by OAG from time to time. 2.6 OAG reserves the right to add, delete or modify any of the Services and these terms and conditions at its sole discretion. Any such changes shall become effective when OAG places the amended terms and conditions on the Web Site or when OAG otherwise notifies the User of the changes.
3.1 The Subscriber will pay OAG an annual subscription fee (plus VAT or other applicable sales tax), in advance, as set out on the Order. The subscription fee will be due on the Commencement Date. 3.2 The subscription fee may be amended in the event that OAG later agrees to provide the Subscriber with additional Services pursuant to the Subscriber’s completion of a further Order, in which case the amended subscription fee will be as set out on that further Order. 3.3 The Invitee will not be required to pay any subscription fee for access to and use of the restricted pages of the www.OAGdata.com nor of any other restricted pages of any other Web Site to which the Invitee has been authorised access by OAG.
4.1 The User will: 4.1.1 not use any Web Site or the Services for any criminal or unlawful activity; 4.1.2 not introduce any virus, logic bomb, harmful code or trojan horse to any Web Site or any of the Web Site Services; 4.1.3 comply with all of its obligations in its agreement with its Internet service provider (including any Internet acceptable use policies); 4.1.4 comply with all applicable laws, regulations and conventions; 4.1.5 promptly notify OAG if it suspects or becomes aware of any unauthorised use of any Web Site or the Services; 4.1.6 not attempt to interfere with any Web Site or the Web Site Services or any other service to any user, host, or network. (This includes, but is not limited to, deliberate attempts to overload any Web Site and attempts to “crash” any Web Site’s host). 4.2 If the User is a Subscriber or an Invitee, it will, in addition to those obligations set out in Clause 4.1: 4.2.1 at its expense obtain, install, and maintain suitable equipment and software and Internet access or connection services necessary to access the Web Site Services or any other of the Services that are provided by OAG in electronic format; 4.2.2 keep its user identification and password strictly confidential and not allow any third party to use them to access any Web Site or Web Site Services; 4.2.3 promptly notify OAG if it suspects or becomes aware of any unauthorised use of its user identification or password.
5.1 THE WEB SITE AND THE SERVICES AND ANY INFORMATION PROVIDED TO THE USER BY OAG ARE PROVIDED “AS IS”. OAG GIVES NO WARRANTY THAT THE WEB SITE OR THE SERVICES OR ANY INFORMATION CONTAINED IN THE WEB SITE OR SERVICES IS ERROR-FREE. THE USER ASSUMES ALL RISK FOR USING, AND FOR ANY RESULTS IT OBTAINS, OR LIABILITY IT INCURS, BY OR AS A RESULT OF USING THE WEB SITE OR ANY OF THE SERVICES, OR FROM USING ANY INFORMATION THE USER OBTAINS FROM USING THE WEB SITE OR SERVICES, OR FOR FAILING TO ACCESS THE WEB SITE OR ANY WEB SITE SERVICE ON ANY OCCASION. OAG DOES NOT GUARANTEE OR ACCEPT ANY LIABILITY FOR ANY LINKS FROM THE WEB SITE TO OTHER WEB SITES, ANY INFORMATION ON OTHER WEB SITES TO WHICH THE WEB SITE IS LINKED OR THE CONTENT OF ADVERTISEMENTS PLACED ON THE WEB SITE TO PROMOTE THE PRODUCTS AND SERVICES OF THIRD PARTIES. FOR THE AVOIDANCE OF DOUBT IN THE EVENT WHEREBY A SUBSCRIBER IS BEING DIRECTED INTO A THIRD PARTY COMPANY WEB SITE, AT THE POINT THE SUBSCRIBER ACCESSES THAT THIRD PARTY WEB SITE THAT RELATIONSHIP IS THEN BETWEEN THE SUBSCRIBER AND THAT THIRD PARTY AND AS SUCH OAG BEARS NO LIABILITY IN RESPECT OF THE SAME. 5.2 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT ALL WARRANTIES, REPRESENTATIONS, TERMS, CONDITIONS OR UNDERTAKINGS WHETHER IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY IMPLIED WARRANTY, REPRESENTATION, TERM, CONDITION OR UNDERTAKING OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY EXCLUDED. 5.3 OAG DOES NOT GUARANTEE THE PREVENTION OF THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, THE USER’S INFORMATION OR COMPUTER SYSTEM. OAG IS NOT RESPONSIBLE FOR INVALID DESTINATIONS OR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF THE USER’S INFORMATION ON THE WEB SITE OR CARRIED OVER ANY TELECOMMUNICATIONS OR DATACOMMUNICATIONS FACILITIES. 5.4 OAG IS NOT LIABLE FOR ANY CLAIM THAT THE USER’S ACCESS OR USE OF THE WEB SITE OR THE SERVICES INFRINGES ANY THIRD PARTY’S INTELLECTUAL PROPERTY OR OTHER RIGHTS. 5.5 IN NO EVENT IS OAG LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM ANY CAUSE BEYOND ITS CONTROL. 5.6 OAG IS NOT LIABLE FOR ANY OF THE FOLLOWING, WHETHER ARISING BECAUSE OF OAG’S NEGLIGENCE, BREACH OF THIS AGREEMENT, OR IN ANY OTHER WAY: 5.6.1 LOSS OF PROFITS, BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST OR WASTED MANAGEMENT TIME OR THE LOST TIME OF OTHER EMPLOYEES; 5.6.2 LOSS OF USE OR DESTRUCTION OF DATA; 5.6.3 ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; OR 5.6.4 ANY CLAIMS AGAINST THE USER BY ANY OTHER PARTY; WHETHER DIRECT OR INDIRECT EVEN IF OAG HAS BEEN ADVISED OF THE POSSIBILITY OF THAT LOSS OR DAMAGE ARISING. 5.7 THE USER WILL INDEMNIFY OAG AND KEEP OAG INDEMNIFIED AGAINST ANY LOSSES, DAMAGES, LIABILITIES, COSTS OR EXPENSES ARISING IN CONNECTION WITH THE USER’S BREACH OF ANY TERM OF THIS AGREEMENT OR (IF THE USER IS ALSO A SUBSCRIBER OR INVITEE) ARISING IN CONNECTION WITH ANYONE WHO ACCESSES THE WEB SITE OR USES ANY OF THE WEB SITE SERVICES USING THE USER’S PASSWORD OR USER IDENTIFICATION. 5.8 OAG’S MAXIMUM LIABILITY TO THE USER, IN AGGREGATE, IS THE SUM THE USER HAS PAID TO OAG IN SUBSCRIPTION FEES FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY BEFORE ANY CAUSE OF ACTION ARISES. 5.9 NOTWITHSTANDING ANY OTHER CLAUSE IN THIS AGREEMENT, OAG DOES NOT EXCLUDE ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD.
OAG may use personal information provided by the User in connection with this Agreement, in accordance with the terms of OAG’s Privacy Policy, which appears at http://www.oag.com/service_agreement/sa_privacy_policy.asp and may be accessed via this link. OAG’s Privacy Policy is hereby incorporated into and forms part of this Agreement.
7.1 All the intellectual property rights in the Web Sites, the Services or in material or information contained on any Web Site or Services and all derivative works created therefrom are OAG’s property or the property of OAG’s licensors. OAG grants to the Subscriber and the Invitee for the duration of this Agreement a non-exclusive, non-transferable licence to use the Services strictly in accordance with the express terms of this Agreement. 7.2 The User must: 7.2.1 not use any Web Site or the Services on behalf or for the benefit of any third party whatsoever; 7.2.2 not use or copy any material or information contained on any Web Site or in the Services except to the extent necessary in order to receive the Services; 7.2.3 not decompile, disassemble or otherwise reverse engineer any of the Services, save as required to be permitted by law; 7.2.4 not modify any of the Services in any way or create derivative works of the Services; 7.2.5 not disclose the whole or part of the Services to any third party; 7.2.6 where a licensed location is specified in the Order in respect of any particular Services, use that Service only at that licensed location; 7.2.7 where a limited number of licensed users is specified in the Order in respect of any particular Service, limit its use of that Service accordingly. 7.3 The User shall permit OAG or OAG’s agents on reasonable notice to enter its premises and inspect such of its assets and records, taking copies as necessary, to audit the User’s compliance with its obligations under this Agreement. If, as a result of such an audit, the User is found to be in breach of its obligations under this Agreement, the User will reimburse OAG’s reasonable costs and expenses incurred in carrying out the audit. 7.4 Car rental & Hotel data Copyright © 2005 NORTHSTAR TRAVEL MEDIA, LLC. All rights reserved.
8.1 For the Subscriber, this Agreement will commence on the Commencement Date and will expire 12 months later. 8.2 OAG may, without liability, suspend the provision of any or all of the Services to the Subscriber if: 8.2.1 the Subscriber is in breach of any of its obligations under this Agreement; or 8.2.2 if the Subscriber fails to make any payment when it is due under this Agreement after receiving 14 days’ written notice from OAG to do so. 8.3 Either party may terminate this Agreement immediately by serving written notice on the other party if the other party: 8.3.1 is unable to pay its debts as they fall due or is deemed to be unable to pay its debts within the meaning of section 123 (or, if an individual, under sections 267 and 268) of the Insolvency Act 1986 of England and Wales, or if the other party ceases or threatens to cease to trade, or is the subject of a bankruptcy petition or bankruptcy order, or if the other party makes an assignment for the benefit of, or a composition with its creditors or other arrangement of similar import or has a receiver, administrative receiver, administrator or a similar officer appointed over all or a substantial part of its assets or if a petition is presented or an order is made by a court of competent jurisdiction or an effective resolution is passed for winding up of the other party otherwise than for the purpose of a bona fide reconstruction or amalgamation on terms previously approved in writing by the terminating party or is the subject of any analogous proceedings in any other jurisdiction; or 8.3.2 breaches any provision of this Agreement which is incapable of being remedied; or 8.3.3 breaches any provision of this Agreement which is capable of being remedied but has failed, within 30 days after being so requested by the other party in writing, to remedy the breach. 8.4 If this Agreement is terminated by the Subscriber under clause 8.3, OAG shall refund to the Subscriber that part of the subscription fee already paid which relates to any unexpired part of the Subscriber’s subscription, calculating the value of such refund on a pro rata basis. The Subscriber shall not be entitled to any refund of subscription fees if the Agreement is terminated by OAG under clause 8.3 or by either party for any other reason. 8.5 For the Invitee, this Agreement will commence on the Commencement Date and will continue until either party gives the other written notice of termination. 8.6 Termination or expiry of this Agreement will not affect any accrued rights or liabilities of either party.
9.1 Except as set out in clause 2.6, any variation to this Agreement must be specifically agreed by both parties in writing. 9.2 No Subscriber or Invitee may assign, sub-license or otherwise transfer its subscription or any of its rights under it, sub-contract its obligations, or resell any of the Services. OAG may assign, transfer or sub-contract its rights and/or obligations to any third party. 9.3 No delay, neglect or forbearance on OAG’s part in enforcing any provision of this Agreement will be deemed to be a waiver or in any way prejudice any of OAG’s rights. 9.4 If any provision of this Agreement is, for any reason, held to be unenforceable, illegal or otherwise invalid in any way, the unenforceable, illegal or invalid provision will not affect any other provision of this Agreement and those provisions will continue in full force and effect and the unenforceable, illegal or invalid provision shall be deemed to be rewritten to provide the maximum benefit originally intended which is enforceable, legal and valid. 9.5 All notices given to OAG under this Agreement must be sent to OAG’s address, fax number or e-mail address set out below, or any other address that OAG may notify to the Subscriber from time to time in accordance with this clause. All notices given to the Subscriber under this Agreement must be sent to the address, fax number or e-mail address of the Subscriber set out on the Order, or any other address that the Subscriber may notify to OAG from time to time in accordance with this clause. All notices given to the Invitee under this Agreement must be sent to the address, fax number or e-mail address of the Invitee provided by the Invitee as part of the on-line registration process on first use of the Web Site, or any other address that the Invitee may notify to OAG from time to time in accordance with this clause. All notices may be delivered personally, or sent by first class prepaid post, by fax or by e-mail and will be deemed to have been served: if by hand, when delivered; if by first class post, 48 hours after posting; if by fax, when dispatched provided that the sender’s fax machine produces automatic confirmation of error free transmission to the intended recipient; and if by e-mail when received. Customers in Europe, Africa, Middle East and Asia/Pacific should contact: Customers in America should contact: 9.6 Words in this Agreement denoting the singular will include the plural and vice versa when the context requires. 9.7 Nothing in this Agreement confers or purports to confer on any person who is not a party to this Agreement any rights under the Contracts (Rights of Third Parties) Act 1999 of England and Wales, or any other right, to enforce any term or provision of this Agreement. 9.8 Any legal proceedings brought by either party in relation to this Agreement shall be brought in either the English courts or the courts of the State of Illinois, USA, and shall be governed by the laws of the country or State in which they are brought. However, nothing in this clause will prevent OAG from applying for and obtaining injunctive relief or enforcement of any order of an English or Illinois State court in any other country or jurisdiction. 9.9 This Agreement contains the entire agreement and understanding of the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.
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