Parties

1. JATO Dynamics Limited incorporated and registered in England and Wales with company number 02262299 whose registered office is at Building 1, ARC Uxbridge, Sanderson Road , Uxbridge, UB8 1DH, UK (JATO)
2. CLIENT whose name and address are set out in the Schedule hereto.

Object

This agreement governs the supply by JATO to CLIENT of JATO data, databases and/or software (including any web-based means of accessing data) (“Materials”) on a trial basis without payment for the purposes of evaluation so CLIENT can decide whether or not to purchase a licence to use any or all of the Materials (the “Permitted Purpose”).

Agreement

In consideration of the mutual promises and obligations set out in this agreement, the parties agree as follows:

1. Licence

1.1. JATO grants to CLIENT from the Commencement Date and for the Supply Period shown in the Schedule to this Agreement a non-transferrable and non-exclusive licence to use the Materials for the Permitted Purpose only, subject to the rights and limitations and other matters set out in this agreement. The licence is revocable by JATO at any time during the Supply Period, upon giving written notifice to CLIENT.

1.2. CLIENT has no rights under this agreement to use, duplicate reproduce, display or store the Materials except in pursuit of the Permitted Purpose and in accordance with clause 3 below.

2. Obligations of CLIENT

2.1. CLIENT shall:

1. 1. take all reasonable steps to protect the Materials from  publication or dissemination and from any unauthorised disclosure, access, translation, copying or use;
   2. keep the Materials strictly confidential;
   3. not cover, erase or move any notices or other marks asserting ownership or rights in intellectual property of JATO which may be contained in the Materials;
   4. not decompile reverse engineer or disassemble the whole or any part of the Materials nor modify merge or combine the Materials with any other software or data;
   5. within four (4) Business Days following the expiry of this Agreement CLIENT will delete and destroy all Software and data base Libraries received and provide to JATO a certificate executed by its duly authorised officer certifying that all such materials in CLIENT’s possession have been deleted or destroyed.

3. Disclosure of the Materials

3.1. Disclosure of the Materials by the CLIENT shall be made only to its employees, agents or independent contractors:

1. 1. who are directly involved in evaluating the Materials and have a specific need to know such information; and
   2. in the case of agents or independent contractors, from whom CLIENT has obtained a written undertaking to comply with the restrictions contained in this agreement. CLIENT agrees diligently to monitor and enforce each such undertaking and to provide on demand to JATO an executed copy.
      
      
      

4. Proprietary Protection

4.1. The Materials are provided only to allow CLIENT to exercise the rights expressly provided under this agreement and for the Permitted Purpose.
4.2. JATO is the owner of the Materials including any adaptations or copies thereof.
4.3. JATO claims all intellectual property rights anywhere in the world, including copyright and database right, with respect to the Materials.
4.4. The Materials do not contain any personal data or personally identifiable information, as such terms are understood in data protection laws.

5. Indemnification & Damages

JATO agrees to defend, indemnify and hold harmless CLIENT, its officers, directors, employees and agents from and against any claim made by any third party that the CLIENT’S use of the Materials as permitted under this Agreement infringes that third party’s intellectual property rights. CLIENT agrees to defend, indemnify and hold harmless JATO its officers, directors, employees and agents from and against any claims, liabilities, or expenses relating to unauthorised disclosure of Materials which is the result of CLIENT’s of its subcontractors’ negligence or wilful misconduct or omission. The indemnified party shall promptly notify the indemnifying party of each such claim, co-operate with indemnifying party in the defence and resolution of such claim, and not settle or otherwise dispose of such claim without the indemnifying party’s prior written consent, such consent not to be unreasonably withheld or delayed.

6. Limitations

CLIENT agrees that the Materials are provided “as is”, free of charge and for evaluation purposes only and JATO makes no representation or warranty with respect to the accuracy, completeness, or currentness of the Materials. All statutory and implied warranties or terms are excluded to the fullest extent permitted by law. The CLIENT agrees that as it is only evaluating the Materials free of charge, it is reasonable that JATO shall have no liability to the Client in respect of the Materials (except for in relation to the indemnity in Clause 5, and in relation to any liability that cannot be excluded or limited in law).

7. Assignment

This agreement is personal to CLIENT who may not assign or otherwise transfer to a third party the agreement nor any of its rights, duties or obligations.

8. Exclusion of third party rights

Nothing in this agreement will create any rights in favour of any person that is not party to this agreement.

9. Confidentiality of Agreement Terms

The parties agree not to disclose any of the terms or conditions of this agreement to any person or third party unless required by Law.

10. Notices

All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by mail, courier or email.   Notices delivered personally or by courier shall be effective upon delivery and notices delivered by mail shall be effective five days after dispatch. Notices sent by email shall be effective upon sending provided no delivery failure notice is received.

11. Governing Law

This agreement shall be governed by and construed and enforced in accordance with the Laws of England and the parties submit to the jurisdiction of the Courts of England.

12. Entire Agreement

The terms and conditions contained in this agreement supercede all prior oral or written understandings between the parties with respect to the subject matter hereof and constitute the entire agreement of the parties with respect to such subject matter. This agreement may only be modified in writing, signed by both parties.

We have read and agree to all the terms of this Data Evaluation License ands hereby accept the terms by clicking accept on the sign up form