Data Licence. 5.1 Subject to payment of all applicable Prices and compliance with the terms of this clause 5 and any other licence terms and restrictions in the applicable product description, Glass’s grants Customer a non-sublicenseable, non-exclusive, non-transferable licence to use Products and documentation provided under this Licence Agreement for Customer’s internal business purposes at the indicated capacity levels for the duration of the Licence Agreement. Such internal business purposes shall include the sharing of individual data extracts relating to specific vehicles to its third party customers, but Customer shall not otherwise allow access in any way to substantial or whole parts of the Product or related databases. Except for the limited licence rights expressly granted in this Licence Agreement, ▇▇▇▇▇’s reserves all rights in and to the Products and documentation and any modifications thereto, including title, ownership, intellectual property rights, and any other rights and interests. 5.2 Where Products are delivered through an online access or web application platform Customer may access and use the Product on multiple devices or one or more servers, so long as the specified number of licences or volumes for the Product are not exceeded at any given time. 5.3 Where Products are delivered as raw data in a flat format via (S)FTP or email, Customer may incorporate and use each copy of the Product on the Customer Platform(s) specified in the Order provided that, unless otherwise agreed in writing by Glass’s, Customer does not (i) use the Product on any additional platforms or systems; (ii) use the Product on the Customer Platform(s) with a larger volume without Glass’s prior written consent and payment of any applicable licence fees; or (iii) permit use by any other related or third party entity. 5.4 Where Products are delivered via a web service, Customer may access the Products subject to any volume limits specified in the Order. Any usage in excess of any agreed volumes will be charged at the additional transaction fee rates specified in the Order, or if none are specified, Glass’s then current standard pricing for such transactions. Customer shall comply with any integration requirements specified in any applicable integration documentation provided by Glass’s from time to time. Web Service transactions may only refer to individual vehicles. Bulk queries are not permitted. 5.5 Customer agrees not to: (i) decompile, disassemble, or reverse engineer the Products; (ii) alter, modify or create any derivative works based on the data or documentation; (iii) merge the Products with any other software other than as expressly set forth in the documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Products or documentation except as expressly authorized by this Licence Agreement; (v) distribute, disclose or allow use of the Products or documentation, in any format, through any timesharing service, service bureau, network or by any other means not provided for in the documentation; or (vi) permit or encourage any third party to do any of the foregoing. 5.6 Rights to vehicle images belong to their creator or rightsholder. Glass’s grants to Customer no rights to use such images; Glass’s service in relation to images is limited to providing a link from the Products to the images. Such links may only be used in conjunction with the Products and only online without undertaking any reproductions, other than necessary transitory copies in the cache memory. Further use of the images in electronic mailings or printed materials is prohibited. ▇▇▇▇▇’s may withdraw the links to the images at any time, and any further use of the links by Customer must cease if the image rightsholder so requires. In such circumstances, ▇▇▇▇▇’s will at its sole discretion attempt to make other images available to Customer. 5.7 Customer may create a reasonable number of archival and backup copies of the Products and documentation, provided all proprietary rights notices, names and logos are duplicated on such copies. 5.8 Glass’s (or any of its representatives or professional advisers, who are bound by professional obligations of confidentiality) shall have the right, on providing reasonable notice to Customer, to enter Customer’s premises during business hours and use all computer systems and facilities for the purpose of inspecting and copying any records or other information in any medium as reasonably necessary to monitor Customer’s compliance with the Licence Agreement, subject to Customer’s obligations of confidentiality to third parties. In the event of material non-compliance by Customer being detected, ▇▇▇▇▇’s shall be entitled to recover the costs of the audit, in addition to any other damages which may be recoverable.
Appears in 1 contract
Sources: Data Licensing Agreement
Data Licence.
5.1 Subject to payment of all applicable Prices Fees and compliance with the terms of this clause 5 and any other licence terms and restrictions in the applicable product Product description, Glass’s grants Customer a non-sublicenseable, non-exclusive, non-transferable licence to use Products and documentation provided under this Licence Agreement for Customer’s internal business purposes at the any indicated capacity levels for the duration of the Licence Agreement. Such internal business purposes shall include the sharing of individual data extracts relating to specific vehicles to its third party customers, but Customer shall not otherwise allow access in any way to substantial or whole parts of the Product or related databases. Except for the limited licence rights expressly granted in this Licence Agreement, ▇▇▇▇▇’s reserves all rights in and to the Products and documentation and any modifications thereto, including title, ownership, intellectual property rights, and any other rights and interests.interests.
5.2 Where Products are delivered through an online access or web application platform Customer may access and use the Product on multiple devices or one or more servers, so long as the any specified number of licences or volumes for the Product are not exceeded at any given time.
5.3 Where Products are delivered as raw data in a flat format via (S)FTP or email, Customer may incorporate and use each copy of the Product on the any Customer Platform(splatform(s) specified in the Order provided that, unless otherwise agreed in writing by Glass’s, Customer does not (i) use the Product on any additional platforms or systems; (ii) use the Product on the Customer Platform(splatform(s) with a larger volume without Glass’s prior written consent and payment of any applicable licence fees; or (iii) permit use by any other related or third party entity.
5.4 Where Products are delivered via a web web-service, Customer may access the Products subject to any volume limits specified in the Order. Any usage in excess of any agreed volumes will be charged at the additional transaction fee rates specified in the Order, or if none are specified, Glass’s then current standard pricing for such transactions. Customer shall comply with any integration requirements specified in any applicable integration documentation provided by Glass’s from time to time. Web Service transactions may only refer to individual vehicles. Bulk queries are not permitted.
5.5 Customer agrees not to: (i) decompile, disassemble, or reverse engineer the Products; (ii) alter, modify or create any derivative works based on the data or documentation; (iii) merge the Products with any other software other than as expressly set forth in the documentation; (iv) use, copy, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Products or documentation except as expressly authorized by this Licence Agreement; (v) distribute, disclose or allow use of the Products or documentation, in any format, through any timesharing service, service bureau, network or by any other means not provided for in the documentation; or (vi) permit or encourage any third party to do any of the foregoing.
5.6 Rights to vehicle images belong to their creator or rightsholder. Glass’s grants to Customer no rights to use such images; Glass’s service in relation to images is limited to providing a link from the Products to the images. Such links may only be used in conjunction with the Products and only online without undertaking any reproductions, other than necessary transitory copies in the cache memory. Further use of the images in electronic mailings or printed materials is prohibited. ▇▇▇▇▇’s may withdraw the links to the images at any time, and any further use of the links by Customer must cease if the image rightsholder so requires. In such circumstances, ▇▇▇▇▇’s will at its sole discretion attempt to make other images available to Customer.
5.7 Customer may create a reasonable number of archival and backup copies of the Products and documentation, provided all proprietary rights notices, names and logos are duplicated on such copies.
5.8 Glass’s (or any of its representatives or professional advisers, who are bound by professional obligations of confidentiality) shall have the right, on providing reasonable notice to Customer, to enter Customer’s premises during business hours and use all computer systems and facilities for the purpose of inspecting and copying any records or other information in any medium as reasonably necessary to monitor Customer’s compliance with the Licence Agreement, subject to Customer’s obligations of confidentiality to third parties. In the event of material non-compliance by Customer being detected, ▇▇▇▇▇’s shall be entitled to recover the costs of the audit, in addition to any other damages which may be recoverable.recoverable.
Appears in 1 contract
Sources: Data Licensing Agreement