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TERMS & CONDITIONS

1. APPLICABILITY AND DEFINITIONS

1.1 THE AGREEMENT IS BETWEEN HARBOR ALUMINUM INTELLIGENCE UNIT, L.L.C., ON THE ONE HAND, AS “LICENSOR" AND, CLIENT, ON THE OTHER HAND, AS "LICENSEE" ON THE BASIS OF THE SUBSCRIPTION PURCHASED BY CLIENT. THE TERMS AND CONDITIONS SET FORTH HEREIN APPLY TO THE RELATIONSHIP BETWEEN LICENSOR AND LICENSEE WITH RESPECT TO THE SUBSCRIPTION AND WITH RESPECT TO ANY OTHER EXCHANGE OR DISCLOSURE OF INFORMATION BY LICENSOR TO LICENSEE.

1.2 THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:

  • • LICENSED MATERIAL: THE DAILY, MONTHLY, QUARTERLY, AND SPECIAL REPORTS PROVIDED BY LICENSOR TO LICENSEE PURSUANT TO THE SUBSCRIPTION PLUS ANY OTHER CONTENT PROVIDED BY LICENSOR TO LICENSEE;.
  • • CLIENT: HEREIN REFER TO AS THE “LICENSEE” IS THE COMPANY THAT HAS PURCHASED A SUBSCRIPTION TO THE LICENSED MATERIAL OF THE LICENSOR. THE TERM “LICENSEE” REFERS TO ALL EMPLOYEES AND AGENTS IN THE COUNTRY FROM WHICH THE SUBSCRIPTION TO THE LICENSED MATERIAL ORIGINATED AS PER THE SUBSCRIPTION FORM, OR IN DEFAULT THEREOF THE LICENSEE'S PRINCIPAL PLACE OF BUSINESS.
  • • SITE: THE PHYSICAL LOCATION(S) OR ADDRESS(ES) AT WHICH THE LICENSED MATERIAL WILL BE USED AS PER THE SUBSCRIPTION FORM, OR IN DEFAULT THEREOF THE LICENSEE'S PRINCIPAL PLACE OF BUSINESS.
  • • START DATE: THE DATE INDICATED ON THE INVOICE ON WHICH THIS AGREEMENT TAKES EFFECT.
  • • RENEWAL DATE: AN ANNIVERSARY OF THE START DATE.
  • • LICENSE FEE: THE FEE FOR USING THE LICENSED MATERIAL.
  • • RENEWAL FEE: THE FEE TO BE PAID ANNUALLY PRIOR TO THE RENEWAL DATE.

2. GRANT OF LICENSE

2.1 THE LICENSOR HEREBY GRANTS TO LICENSEE A NON-EXCLUSIVE, NON-TRANSFERABLE LICENSE TO USE THE LICENSED MATERIAL, IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.

2.2 AS PART OF THE SUBSCRIPTION, UNLESS OTHERWISE SPECIFIED, LICENSEE MAY DESIGNATE TWO (2) USERS TO RECEIVE THE LICENSED MATERIAL THAT IS SENT VIA EMAIL. ALL USERS SHALL BE BOUND BY THE TERMS AND CONDITIONS HEREOF AND MUST RESIDE IN THE SAME SITE, OR IF NO SUCH SITE IS SPECIFIED, THEN IN LICENSEE’S PRINCIPAL PLACE OF BUSINESS.

2.3 LICENSEE CAN DESIGNATE MORE USERS TO THE LICENSED MATERIAL AT AN ADDITIONAL COST PER USER. THE COST FOR EACH ADDITIONAL USER IS 50% OFF THE TOTAL SUBSCRIP- TION COST. ALL USERS SHALL BE BOUND BY THE TERMS AND CONDITIONS HEREOF AND MUST RESIDE IN THE SAME SITE, OR IF NO SUCH SITE IS SPECIFIED, THEN IN LICENSEE’S PRINCIPAL PLACE OF BUSINESS.

2.4 USERS RESIDING IN DIFFERENT SITES CANNOT BE INCLUDED IN THE LICENSEE’S SUBSCRIP- TION. EACH SITE IS SUBJECT TO A SEPARATE SUBSCRIPTION.

3. PERIOD OF LICENSE

3.1 THIS AGREEMENT SHALL REMAIN IN FORCE FOR SO LONG AS LICENSEE MAINTAINS POSSESSION, CUSTODY, OR CONTROL OVER THE LICENSED MATERIAL.

4. PRICES AND PAYMENT OBLIGATIONS

4.1 LICENSEE UNDERTAKES TO PAY LICENSOR THE LICENSE FEE WITHIN 30 DAYS OF RECEIPT OF THE INVOICE AND THE RENEWAL FEE PRIOR TO EACH RENEWAL DATE.

4.2 LICENSOR RESERVES THE RIGHT TO CHANGE THE LICENSE FEE AND/OR THE RENEWAL FEE WITH EFFECT FROM THE START DATE OR RENEWAL DATE SUBJECT TO 30 DAYS PRIOR NOTICE.

4.3 IF PAYMENT OF ANY FEE HAS NOT BEEN RECEIVED BY LICENSOR WITHIN 30 DAYS OF THE INVOICE DATE, LICENSEE WILL BE IN DEFAULT WITHOUT ANY FURTHER NOTICE BEING REQUIRED.

4.4 LICENSOR RESERVES THE RIGHT TO WITHHOLD DELIVERY OF THE LICENSED MATERIAL AND ANY UPDATES THEREOF UNTIL ALL OUTSTANDING FEES AND COSTS ARE PAID.

5. TERMINATION ON BREACH

LICENSOR MAY TERMINATE THIS LICENSE FORTHWITH BY WRITTEN NOTICE SENT BY COURIER, FIRST CLASS POST OR VIA E-MAIL TO LICENSEE IF:

A. LICENSEE HAS COMMITTED A MATERIAL BREACH OF THIS AGREEMENT; OR
B. LICENSOR DETERMINES THAT TERMINATION IS IN LICENSOR’S BEST INTERESTS.

6. OWNERSHIP AND PERMITTED COPYING

6.1 THE LICENSED MATERIAL IS NOT SOLD TO LICENSEE. LICENSEE SHALL NOT ACQUIRE ANY RIGHT, TITLE OR INTEREST IN:

A. THE LICENSED MATERIAL;
B. ANY DOCUMENTATION OR MATERIAL MADE AVAILABLE TO LICENSEE. THIS DOCUMENTATION OR MATERIAL SHALL REMAIN THE PROPERTY OF LICENSOR.

6.2 ALL RIGHTS IN THE LICENSED MATERIAL WHETHER THESE EXIST OR MAY COME INTO EXISTENCE WHICH ARE NOT SPECIFICALLY GRANTED TO LICENSEE BY THIS AGREEMENT ARE EXPRESSLY RESERVED TO LICENSOR OR TO SUCH OTHER RIGHTS HOLDERS AS STATED ON THE LICENSED MATERIAL.

6.3 LICENSEE SHALL NOT SUBLICENSE THE LICENSED MATERIAL TO OTHERS AND LICENSEE WARRANTS THAT ACCESS WILL NOT BE GIVEN TO THE LICENSED MATERIAL TO ANY PERSON NOT BEING AN EMPLOYEE AT THE SITE INDICATED IN THE ORDER FORM, OR IF NO SUCH SITE IS SPECIFIED, THEN IN LICENSEE’S PRINCIPAL PLACE OF BUSINESS.

6.4 EXCEPT AS PERMITTED BY LAW LICENSEE SHALL NOT ITSELF NOR ALLOW ANY THIRD PARTY TO DUPLICATE OR OTHERWISE REPRODUCE THE LICENSED MATERIAL OR ANY PART THEREOF.

7. PERMITTED AND PROHIBITED USE

7.1 LICENSEE SHALL USE THE LICENSED MATERIAL AND SHALL TAKE ALL REASONABLE STEPS TO ENSURE THAT ITS EMPLOYEES SHALL USE THE LICENSED MATERIAL ONLY FOR LICENSEE’S OWN BUSINESS PURPOSES ONLY.

7.2 LICENSEE SHALL NOT USE THE LICENSED MATERIAL, ALLOW ACCESS TO THE LICENSED MATERIAL, OR DIVULGE ANY EXTRACT OF THE LICENSED MATERIAL OR ANY SUCH RESULT THEREOF OTHER THAN FOR THE PURPOSE SET OUT IN SECTION 7.1.

7.3 LICENSEE SHALL NOT ERASE, REMOVE, DEFACE OR COVER ANY TRADEMARK, TRADE NAMES, NUMBERS, COPYRIGHT OR OTHER PROPRIETARY NOTICES, GUARANTEE, DESIGNATION OF ORIGIN, MEANS OF IDENTIFICATION, DISCLAIMER OR OTHER STATEMENT USED ON ANY MEDIA CONTAINING THE LICENSED MATERIAL OR USED IN RELATION TO IT, NOR SHALL LICENSEE AUTHORIZE ANOTHER PERSON TO DO SO.

7.4 LICENSEE SHALL PROMPTLY INFORM LICENSOR IF LICENSEE BECOMES AWARE OF:
A. ANY UNAUTHORIZED USE OF THE LICENSED MATERIAL
B. ANY ACTUAL, THREATENED, OR SUSPECTED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF LICENSOR IN THE LICENSED MATERIAL, AND
C. ANY CLAIM BY ANY THIRD PARTY THAT THE LICENSED MATERIAL INFRINGES THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY OTHER PERSON.

7.5 LICENSEE SHALL AT THE REQUEST AND EXPENSE OF LICENSOR DO ALL SUCH THINGS AS MAY BE REASONABLY REQUIRED TO ASSIST LICENSOR RECALLING AND/OR DESTROYING ANY LICENSED MATERIAL AND/OR IN TAKING OR RESISTING PROCEEDINGS IN RELATION TO ANY INFRINGEMENT OR CLAIM REFERRED TO IN THIS CLAUSE AND IN MAINTAINING THE VALIDITY AND ENFORCEABILITY OF THE INTELLECTUAL PROPERTY OF LICENSOR IN THE LICENSED MATERIAL.

7.6 EXCEPT INSOFAR AS PERMITTED BY LAW, LICENSEE SHALL NOT MODIFY, REVERSE ASSEMBLE, DECOMPILE OR REVERSE ENGINEER THE LICENSED MATERIAL OR ANY PART THEREOF, OR PERMIT ANY THIRD PARTY TO DO SO.

8. LICENSOR WARRANTIES

8.1 LICENSOR WARRANTS THAT IT HAS OBTAINED ALL NECESSARY RIGHTS TO GRANT THIS LICENSE.

8.2 WHILST REASONABLE CARE IS TAKEN TO ENSURE THE ACCURACY AND COMPLETENESS OF THE LICENSED MATERIAL SUPPLIED, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, THAT THE LICENSED MATERIAL IS FREE FROM ERRORS OR OMISSIONS.

8.3 WHILST REASONABLE CARE HAS BEEN TAKEN TO EXCLUDE COMPUTER VIRUSES, NO REPRESENTATION OR WARRANTY IS MADE THAT THE LICENSED MATERIAL IS VIRUS FREE. LICENSEE SHALL BE RESPONSIBLE TO ENSURE THAT NO VIRUS IS INTRODUCED TO ANY COMPUTER OR NETWORK.

8.4 LICENSEE HAS SATISFIED ITSELF PRIOR TO ENTERING THE AGREEMENT THAT THE LICENSED MATERIAL MEETS LICENSEE'S INDIVIDUAL REQUIREMENTS AND IS COMPATIBLE WITH LICENSEE'S HARDWARE/SOFTWARE CONFIGURATION AND NO FAILURE OF ANY PART OR THE WHOLE OF THE LICENSED MATERIAL TO BE SUITABLE FOR THOSE REQUIREMENTS WILL GIVE RISE TO ANY RIGHT OR CLAIM AGAINST LICENSOR.

8.5 THE WARRANTIES SET OUT IN THIS CLAUSE ARE EXCLUSIVE OF AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS WHETHER IMPLIED OR EXPRESSED BY LAW.

8.6 LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF WHATSOEVER KIND OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSS WHATSOEVER, HOWSOEVER SUFFERED BY LICENSEE OR FOR ANY LIABILITY OF LICENSEE TO ANY THIRD PARTY IN CONNECTION WITH THE LICENSED MATERIAL (WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF LICENSOR).

8.7 THE AGGREGATE MAXIMUM LIABILITY OF LICENSOR IN RESPECT OF ANY DIRECT OR OTHER LOSS (TO THE EXTENT THAT SUCH LOSS IS NOT EXCLUDED BY THIS AGREEMENT OR OTHERWISE) WHETHER SUCH A CLAIM ARISES IN CONTRACT AND/OR TORT SHALL NOT EXCEED A SUM EQUAL TO THAT PAID BY LICENSEE FOR THE LICENSED MATERIAL.

9. MISCELLANEOUS

9.1 NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS AND OBLIGATIONS OF LICENSEE HEREUNDER MAY BE ASSIGNED, TRANSFERRED, CHARGED, DELEGATED, SUBLICENSED, OR OTHERWISE DISPOSED OF IN WHOLE OR IN PART ON A TEMPORARY OR PERMANENT BASIS UNLESS LICENSEE HAS OBTAINED THE PRIOR WRITTEN CONSENT OF LICENSOR.

9.2 NO DELAY OR FORBEARANCE BY LICENSOR IN ENFORCING ANY PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF SUCH PROVISION OR AN AGREEMENT THEREAFTER NOT TO ENFORCE THE SAID PROVISION ON THAT OR ANY OTHER OCCASION OR ANOTHER PROVISION ON ANOTHER OCCASION.

9.3 THESE TERMS AND CONDITIONS ARE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE SOLE JURISDICTION AND VENUE FOR ANY ACTION THAT MAY ARISE UNDER OR IN RELATION TO THE SUBJECT MATTER HEREOF SHALL BE THE STATE OR FEDERAL COURTS IN AUSTIN, TRAVIS COUNTY, TEXAS.

10. PUBLICITY

10.1 HARBOR ALUMINUM INTELLIGENCE UNIT, LLC RESERVES THE RIGHT TO USE THE CLIENT’S COMPANY NAME IN CUSTOMER LISTS.