1.1 These terms and conditions apply to the use by an individual, institutional or corporate subscriber (hereinafter referred to as “Subscriber”) of the data, software tools, information and content (hereinafter referred to as “Licensed Materials”)contained in the ICISproducts and services (hereinafter referred to as “ICISServices”)specified in the order form agreed by CBI(Shanghai) Co., Ltd(or its affiliate, as set out therein) (“ICIS”) and the Subscriber (hereinafter referred to as “Order Form”). The Order Form and these terms and conditions together form one complete agreement (hereinafter referred to as “Agreement”).They will be interpreted in accordance with the laws of the People’s Republic of China.
1.2 Any dispute or difference between the parties in connection with this Agreement shall be escalated in the first instance to the Representatives of each party who shall use all reasonable endeavours to resolve the dispute. If the parties have not been able to resolve the dispute within ten working days of reference to the Representatives, the parties shall refer the dispute to firstly to their respective chief executives or equivalent senior officers for resolution and if it cannot be resolved by such officers, the matter shall be submitted to the Shanghai International Economic and Trade Arbitration Commission for arbitration. The seat of the arbitration shall be Shanghai and there shall be one arbitrator.
1.3 Delivery of Licensed Materials will be by the delivery methods and/or media set out in the Order Form.
1.4 Provision of ICIS Services is conditional on payment by the Subscriber of all amounts set out in the Order Form.ICIS may without notice and without compensation suspend access to any ICIS Service if the Subscriber is in default of its payment obligations.
2.1 Subscribers will be given access to ICIS Services basedon the licence described in the Order Form (hereinafter referred to as “Licence”).All Licences are personal to the Subscriber named on the Order Form and may not be assigned or transferred.
Unless expressly specified otherwise in the Order Form, the Licence is a Per User Licence which permits a single individual to access the ICIS Services and to use the Licensed Materials in the course of the Subscriber’s normal business. Where the License is specified on the Order Form to be “Read Only” use of the Licensed Materials is limited to use on a read-only basis to monitor the markets and section 3.3 of these terms and conditions does not apply. The Subscriber shall(i) obtain the prior written consent of ICIS to any additional individual(s) being granted access to the ICIS Services; and (ii) promptly notify ICIS of any other changes to the individuals identified in the Order Form.
2.2 In these terms and conditions:
“Affiliate” in respect of a corporate entity means any other corporate entity which directly or indirectly, controls, is controlled by or is under common control with such entity and the term “control” (including the terms “controlled by” and “under common control with”) in relation to an entity means the ownership of 51%or more of the voting securities in that entity;
“Authorised User(s)” means the person or group of persons identified in the Order Form;
“Derived Materials” means materials created by or on behalf of the Subscriber incorporating the Licensed Materials in combination with other information and/or data;
“Subscriber Group” means a corporate subscriber and its Affiliates as at the date of the Order Form;
“Unauthorised”in relation to a person means any person other than a Subscriber or any other person within or outside a Subscriber Group who is neither a Subscriber nor an Authorised User but excludes administrative and support staff who provide technical and other support services to a Subscriber or Authorised Users but do not otherwise use the Licensed Materials.
2.3 Passwords are for the personal use of the individual to whom they are issued and may not be made available to others for the purpose of using the ICIS Services. If ICISsuspects that a password is being used by an Unauthorised person it may cancel the password.
2.4 The fees and payments set out in each Order Form shall be deemed confidential information and may not be shared with any Unauthorised person or entity.
3.1 All intellectual property rights, including but not limited to copyright and database rights, in the ICIS Services and the Licensed Materials are and remain the property of ICIS or that of its licensors.
3.2 Subscribers and Authorised Users acquire no proprietary rightsin the ICIS Services or the Licensed Materials and, except as expressly permitted by these terms and conditions, may not use the ICIS Service or the Licensed Materials in any way that infringes the intellectual property rights in them.In particular, Subscribers and Authorised Users may not (i) make the ICIS Service or any part of the Licensed Materials available to Unauthorised persons; (ii) re-sell the ICIS Service or any part of the Licensed Materials to others; (iii) use the ICIS Service or Licensed Materials in any way that competes with ICIS’s business; or (iv) obscure or remove any copyright notices that appear on Licensed Materialsextracted from the ICIS Service.
3.3 Subscribers and Authorised Users may within the terms of the Licencecreate Derived Materials and use such Derived Materials in the course of the Subscriber’s business provided that (i) the Subscriber acknowledges ICIS as a data source in relation to all Derived Materials; and (ii) the Subscriber does not use or authorise the use of Derived Materials in products or services that are competitive with the ICIS Services.
4.1 The Subscriber shall, within 7 days of a written request from ICIS provide (i) a list of all individuals who have access to the Licensed Materials; or (ii) a certificate signed by an officer of the Subscriber confirming that the Subscriber has complied in all material respects with these terms and specifically that the Licensed Materials have not been distributed or transmitted, in any form, to any Unauthorised person.
4.2 ICIS or any other person authorised by ICIS shall have the right, after giving written notice of ten working days, to enter the Subscriber’s premises during normal business hours and inspect the Subscriber’s records relating to the use and distribution of the Licensed Materials.ICISshall treat as confidential all information relating to the Subscriber’s business that it acquires in the course of such an inspection. ICIS shall not exercise this right of inspection more than once in each calendar year.
4.3 If an audit performed by ICISunder section 4.2 reveals that the Subscriber is in breach of these terms and conditions the Subscriber will reimburse ICIS(i) the reasonable cost incurred by ICIS in performing the audit;(ii) all fees payable in relation to any Unauthorised person revealed by the audit as having access to the ICIS Services or the Licensed Materials; and (iii) interest on the above amounts from the date they become payable until the date of payment at the highest rate permitted by applicable law.
4.4 The rights of ICIS under this section shall continue for the term of the subscription and for 12 months thereafter.
It is the Subscriber’s responsibility to ensure that it has the equipment and system necessary to access the ICIS Services and receive the Licensed Materials.
6.1 ICIS shall use all reasonable endeavours in accordance with good industry practice to ensure that ICISServicesare available to Subscribers and Authorised Users excluding downtime for regular or emergency maintenance which shall be kept to a minimum. Time is not of the essence in respect to the delivery of any particular ICIS Service or Licensed Materials and ICIS’s sole obligation is to effect such delivery as soon as is practically possible.
6.2 From time to time, ICIS may enhance, supplement, withdraw or otherwise change the ICIS Services. ICIS may inform Subscribers of such change by posting a notice to the log-in page, or via other similar means. If the ICIS Services are withdrawn and Subscriber does not agree to switch to another service, ICIS shall refund the unused portion of the subscription fees for the relevant ICIS Service. If the ICIS Services are changed such that the type and amount of information available to the Subscriber is materially different or reduced, and the Subscriber does not wish to continue its subscription to the changed Services or switch to another service, ICIS shall refund the unused portion of the subscription fees for the relevant ICIS Service.
6.3 Internet information services are provided by Shanghai Chemease Computer Information Technology Co Ltd who is responsible for operating and granting access to such Internet information.
7.1 The ICIS Services and Licensed Materials are provided by ICISon an ‘as is’ basis and ICIS excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
7.2 The total aggregate liability of ICIS to any Subscriber in connection with use of the Service or Licensed Materials (other than for death or personal injury caused by its negligence or that of its agents) shall not exceed the amount paid or payable by the relevant Subscriber for the then current subscription term.ICIS shall not have any liability for lost profits or incidental or consequential damages.
7.3 The only obligation of ICISin respect of interruptions caused by circumstances outside its control shall be to use all reasonable efforts to have the ICISService reinstated.
7.4 ICISshall be under no liability for any failure, delay or omission by it arising from any cause beyond its control, including, but not limited to acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, denial of service attacks, fire, civil disobedience, strikes, lock-outs and industrial disputes.
8.1 ICIS may without notice and without compensation suspend access to any ICIS Service bya Subscriber and/or one or moreAuthorised Users if the Subscriber is in default of its payment obligations (orICIShas reasonable grounds to suspect the Subscriber or such Authorised User(s) to be in breach of these terms and conditions.
8.2 On expiry of a subscription without renewal, or on termination of a subscription for any reason during the subscription term, ICIS has the right to require theSubscriber to cease use of the Licensed Materials.
8.3 Expiry or termination of a subscriptionshall be without prejudice to the accruedrights and obligations of the parties and, in particular, sections 1, 3, 4 and 7 shall survivetermination for whatever reason.
8.4 This Agreement is drafted in English and translated into Chinese. In case of any conflict, the English language version shall prevail.