1. This is an Agreement between the Customer and Uniworld Business Publications, Inc. (“Uniworld BP”), a company incorporated in New York, United States. This Agreement governs Customer’s purchase from and/or subscription to Uniworld Business Publications database, Uniworld Online (hereinafter Uniworld Online and/or Services ). Unless a new Agreement is signed, this Agreement also governs all extensions/ renewals of Customer’s subscription period and any new purchases. This Agreement constitutes the entire Agreement between the Customer and Uniworld BP in relation to Uniworld Online.
2. By accessing Uniworld Online as a subscriber or as the purchaser of a single Excel download or PDF print data file, Customer accepts the content of this Agreement.
3. The Customer may be contacted by Uniworld BP during this Agreement period regarding new developments, products and services. With this Agreement, Customer gives their permission to be included within any Uniworld BP’s mailing or emailing lists.
4. Uniworld Online is available as internet Web view, PDF print out and download in MS Excel format.
5. Payment of the purchase/subscription fee creates a limited license from Uniworld BP to Customer to use Uniworld Online according to the terms of this Agreement. Uniworld Online may revoke this license for any reason upon 10 days notice to Customer. Uniworld Online may revoke this license without notice to Customer in the event it has good and sufficient evidence that Customer is in material violation of the terms of this Agreement and in such case may, at its option, retain all fees as liquidated damages with respect to Customer’s unauthorized use of Uniworld Online. Retention of liquidated damages will not limit Uniworld BP’s right to additional compensatory and other damages as allowed by law.
6. Subscription is for access to Uniworld Online only. Customer is responsible for providing appropriate equipment and internet/World Wide Web access.
7. Subscription renewal is not automatic. Uniworld BP will contact Customer via email approximately 60 days prior to the subscription expiration date with an offer to renew the subscription under the then-prevailing prices and terms.
8. Access to Uniworld Online services may be provided via username/password. Customer will not disclose or share its username or password with anyone. Unless otherwise detailed within your Order/Invoice Confirmation, use of Uniworld Online Services as provided under the terms of this Agreement are limited to one designated user. The use of said Uniworld Online Services by more than one individual, either simultaneously or otherwise will require the purchase of additional licenses.
9. Customer agrees to accept Uniworld Online’s Services as they are at the time of access. Customer acknowledges that Uniworld Online will update said Services from time to time, which includes making additions, deletions and amendments to previously published information, data retrieval platform or search engine platform.
10. Uniworld Online will take all commercially reasonable steps to ensure that information in said Services are complete and accurate, but does not guarantee that information is complete and accurate. Uniworld Online cannot guarantee that the information received from a company or website, as the basis for an entry, to be entirely accurate. In addition, the designations and listings within Uniworld Online should not be considered definitive for legal status nor used as the sole basis for any decision making.
11. Uniworld Online will take all commercially reasonable steps to ensure uninterrupted access to Services, but does not guarantee uninterrupted access. Customer acknowledges that interruptions may occur from time to time due to force majeure or other good cause, such as equipment failure, maintenance, interruptions to power supply, disruptions to the internet backbone, extreme weather events, labor strike, and the like.
12. Customer will not allow anyone to adapt, alter, modify, reverse engineer, decompile or otherwise interfere with Uniword Online’s Services and/or database without written permission. Customer will not access all or any part of Uniworld Online’s Services in order to build a product or service which competes with Uniworld Online Services nor will Customer use the Services to provide services or products to third parties. Use of any automated system or software to extract data from Uniworld Online Services (“screen scraping”) is expressly prohibited.
13. Uniworld Online will, as requested, provide Customer with statistics regarding the usage of Services by Authorized Users. Both parties agree to maintain the confidentiality of any data relating to the usage of the Services by Authorized Users. Such data may be used solely for purposes directly related to Uniworld Online Services. Such data may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party, except to the extent such disclosure is required by law. This data cannot be made publicly available.
14. All use of Uniworld Online Services are subject to general Copyright laws and all rights are reserved except as agreed herein. Customer shall not sell or distribute any Uniworld Online data and/or Services or any portion of said Services. Uniworld Online licenses said Services to Customer for its use only in accordance with this Agreement. Except as expressly provided herein, access to Uniworld Online does not grant the Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of Uniworld Online. Customer may not include any Uniworld Online data and/or Services in any product or service which the Customer sells.
15. Uniworld Online represents and warrants that it has the right and authority to make the licensed Services available pursuant to these terms and conditions.
16. Uniworld Online will indemnify and defend at its expense, any action brought against Customer based on a claim that Services furnished hereunder and used within the scope of this Agreement infringe any patent, copyright, or other rights of third parties provided Customer notifies Uniworld Online in writing via certified mail to our corporate headquarters within 10 days of being served with such action or receipt of said claim and permits Uniworld Online to fully participate in the defense thereof and to approve or reject any settlement. Uniworld Online will consider paying costs, damages or attorney’s fees awarded against Customer provided Customer notifies Uniworld Online in writing via certified mail to our corporate headquarters within 10 days of being served with such action or receipt of said claim and permits Uniworld Online to fully participate in the defense thereof and to approve or reject any settlement. Should the Services furnished under this Agreement become or in Uniworld Online's opinion be likely to become the subject of a claim for infringement, Uniworld Online may authorize the continued use, replacement, removal or modification of such data to make it non-infringing.
17. Dispute Resolution: Any disputes arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator in Connecticut pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. Uniworld Business Publications, Inc. shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in the favor of Customer. Customer shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award of judgment in the favor of Uniworld Business Publications, Inc. Any and all liability, judgment or arbitrators award against Uniworld Business Publications, Inc. shall be limited to the sum paid within the Order Confirmation for Services supplied under this Agreement in the year the claim arises.
18. This Agreement comprises the complete terms and conditions of use. Alterations to the Agreement are only valid and binding if they are recorded in writing and signed by both Uniworld Online and Customer.
19. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. If any of the provisions of this Agreement shall be deemed to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the Court making such determination shall enforce the remaining provisions of this Agreement, and shall reduce such extent, duration, scope, or other provision and shall enforce them in their reduced form for all purposes contemplated by this Agreement.