Agreement and Terms and Conditions for access to Caterlyst.com by the Subscriber (the Agreement)

Definitions

‘Web Site’ –  meaning the online database of UK Out of Home market  found at  URL : www.caterlyst.com

 ‘Subscriber’ – meaning company and its nominated users subscribing to the site on an   annual basis via the Internet.

1.0     Introduction

1.1           The www.caterlyst.com Web Site is owned by Ixpertise Ltd.

1.2           .Access to the site is via an annual subscription. The subscription allows the Subscriber access to the information and search facilities for finding news and information on the published universe of the Out of Home marketplace

2.0     Term & Termination

2.1     This Agreement shall come into effect upon signature by the parties (The Commencement Date) and shall continue for an initial period of 12 months (The Initial Term) unless terminated pursuant to Clause 2.3.

2.2     This Agreement will automatically renew on each anniversary of The Commencement Date for a further period of one year (a Subsequent Term) unless either party has given 3 months notice in writing to the other party of their wish to terminate the Agreement (Renewal Termination Notice). The Renewal Termination Notice must be received by the other party no later than the end of the ninth month of The Initial Term or of any Subsequent Term.

2.3     Either party may forthwith terminate this Agreement by giving written notice to  that effect in the event; of a material breach of any of the terms of this Agreement by the other party which, if capable of remedy, shall not have been remedied within 28 days of being requested in writing so to do by the other party; or that the other party shall go into liquidation whether compulsory or voluntary (except for the purpose of a bona fide reconstruction or amalgamation without insolvency) or if an administrator of the other party shall be appointed or if a receiver and manager or administrative receiver shall be appointed over any of the assets or undertaking of the other party; or the other party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or a distress, execution, sequestration or other process is levied or enforced upon, or sued out, against the property of the other party which is not discharged within 7 days.

3.0      License Fees

3.1     Access to the Web Site for the Initial Term, the Subscriber agrees to pay Ixpertise Limited the licence fee agreed for up to a maximum of 10 named users.

3.2     If upon the anniversary of the Commencement Date this Agreement has not been terminated then Ixpertise Limited will invoice the Subscriber for the Licence Fee plus 3% (Renewal Fee). The Renewal Fee will be invoiced and increase by 3% on each subsequent anniversary for each Subsequent Term.

3.3     Should the Subscriber add additional users pursuant to Clause 5.3 then Ixpertise Limited will invoice the Subscriber for an additional licence fee of 10% of annual subscription per 5 extra users. Upon renewal of the term the Renewal Fee will be calculated to incorporate the increased usage.

3.4     The Subscriber agrees to pay all invoices in full within thirty (30) days. Failure to make payment within 30 days of invoice may result in suspension of service.

4.0     Use of Caterlyst Data and Content

4.1     All material on the Web Site (the Content) belongs to Ixpertise Limited, unless expressly stated as otherwise. The Subscriber may retrieve and display Content from the Web Site on a computer screen and print individual pages on paper (but not photocopy them).

4.2     Except as expressly set out in clause 4.1, the Subscriber may not reproduce, modify or in any way commercially exploit any of the Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, the Subscriber may not do any of the following without prior written permission from Ixpertise Limited.

4.3     Redistribute any of the Content (including by using it as part of any library, archive or shared service);

4.4     Remove the copyright notice from any copies of Content made;

4.5     Create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content.

5.0     Registration

5.1     The Subscriber must provide Ixpertise Limited with accurate, complete registration information for all licensed users as described in Appendix 1 and it is the Subscriber’s responsibility to inform Ixpertise Limited of any changes to that information (including in particular Subscriber’s IP addresses) by e-mail to info@caterlyst.com

5.2     Access will be available to each user listed in Appendix 1 either through individual passwords for authorised users in each location or through automatic access from appropriate fixed IP addresses supplied by the Subscriber.

5.3     The Subscriber is responsible for preventing unauthorised use of the individual passwords or access through IP addresses. If the Subscriber believes there has been any breach of security such as the disclosure or unauthorised use of the Subscriber’s individual passwords, the Subscriber must notify Ixpertise Limited immediately by e-mailing info@caterlyst.com

5.4     Should the Subscriber wish to add additional users to those listed in Appendix 1 to access the Web Site (the Additional Locations) then the Subscriber will propose these to Ixpertise Limited and Ixpertise Limited will propose an additional licence fee as described in Clause 3.3

5.5     Any breach of this Agreement will result in termination of the Subscriber’s access to the site.

5.6     For the avoidance of doubt if the Subscriber fails to make any payments in the agreed credit periods then access to the Database access will be suspended. This will not affect the right for Ixpertise Limited to receive any payments, nor will it result in an extension to the relevant Initial Term or Subsequent Term.

6.0                 Warranties, Exclusion of Damages, Limitation of Liability, and Links

6.1     To the full extent allowed by applicable law, the Subscriber agrees that Ixpertise Limited  will not be liable to the Subscriber and/or any third party for any consequential or incidental damages (including but not limited to lost profits) or for any other indirect, special, or punitive damages whatsoever that arise out of or are related to this Agreement, the Web Site or to any breach of the Agreement by Ixpertise Limited .

6.2     The Web Site contains links to other web sites provided by independent third parties (Third Party Sites) Ixpertise Limited is not responsible for the availability or content of Third Party Sites.

6.3     As part of this agreement, Ixpertise Limited agrees to provide a helpdesk facility. This facility may be accessed by dialling 0845 128 6600 This helpdesk facility will be available Monday to Friday 9am-5pm except during English Bank Holidays.

7.0     Ixpertise Limited will use all commercially reasonable endeavours to ensure the Subscriber’s continual access to the Web Site. In circumstances where the Web Site is not accessible to the Subscriber, and it is not the fault of the Subscriber, Ixpertise Limited will use all commercially reasonable endeavours to restore access to the site within 24 hours excluding Friday 5pm to Monday 8am.

8.0     In circumstances that the Web Site suffers from more than 4 per cent downtime in any month except between the hours of 11pm and 5am and it is the fault of Ixpertise Limited or any of its suppliers (the Maximum Downtime) the Subscriber may claim a refund on a pro-rata basis for each percentage by which the Maximum Downtime is exceeded. If the Maximum Downtime is exceeded in two successive months the Subscriber may terminate the Agreement in writing and if so will be refunded pro-rata the remainder of any fees paid in advance for the applicable Initial Term or Subsequent Term, including the second successive month that the Maximum Downtime was exceeded. Such written request by the Subscriber to terminate must be received by Ixpertise Limited within 30 working days of the end of the second successive month the Maximum Downtime was exceeded.

9.0     Miscellaneous

9.1     Either party may disclose that the Subscriber has subscribed to the Web Site, however each party agrees not to disclose any other Information about this Agreement to any third party without prior written agreement from the other party.

9.2     Save for the right to access the Database, Ixpertise Limited reserves the right, at its discretion, to make changes to any part of the Web Site. Without degradation to the service/information available at the time of signing this Agreement.

9.3     The Subscriber may not assign, sub-license or otherwise transfer any of its rights or obligations under this Agreement without prior agreement in writing from Ixpertise Limited.

9.4     If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

9.5     Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.

9.6     Headings in this Agreement are for convenience only and will have no legal meaning or effect.

9.7     This Agreement shall be governed by, and construed in accordance with, English law.