ProView license agreement - India

ProView Content Licence

Please read this Proview Content Licence (“Licence”). If Licensee does not wish to be bound by the terms of this Licence the ProView Content should not be accessed and Licensee should contact the applicable Supplier to cancel.

1. Basis of Agreement.

1.1 The contract for the grant of licence to the ProView Content (being eBooks, periodicals, looseleafs and other content) as more particularly identified on the accompanying ordering documents (“Ordering Documents”) and this Licence, together (collectively hereinafter referred to as “Customer Contract”) is between the Licensee (being the person or entity which purchases the ProView Content Licence) and the Supplier (being either a Thomson Reuters (“TR”) entity, an authorised Publisher, or an authorised bookshop, as identified on the Ordering Document) and is subject to the Supplier’s terms of trading (if any). The Ordering Documents will prevail over the terms of this Licence but only to the extent of any conflict or ambiguity. Where the term “Customer” is used in an ordering document this shall mean the Licensee hereunder.

1.2 The applicable Ordering Document will specify the licence term (being either perpetual or time-limited), the licence fee, the scope of access and whether the ProView Content is updated or non-updated.

1.3 Licence fees are either a one-time fee or an ongoing subscription fee, unless otherwise specified on the applicable Ordering Document.

1.4 Scope of Access: access is granted to the ProView Content either as a single user licence or multi user licence which is either on a per seat basis or for an IP range.

1.4.1 Single User or Multi-user licence - Per Seat Access. This licence is granted for the number of users specified on the relevant Ordering Document, and is not transferable, except within the Licensee’s organization.

1.4.2 Multi-user licence - IP and IPP Access. This licence is granted for IP or IPP access enabled and will be made available through Internet Protocol Access (“IP Access”) or Proview IP with Personalisation Access (“IPP Access”). Users in the IP ranges listed in the relevant ordering document will be permitted to access the ProView Content via browser. IPP users will be able to access ProView Content both through IP as mentioned above and through individual sign-ons through any supported device.

1.5 Unless provided otherwise, Licensee shall supply to Supplier the name and email address for each authorised user (“User Details”) to whom access to the ProView Content is to be given (“Authorised User”) and in the case of IP and IPP Access, the IP range. Access to the ProView Content will be given as soon as reasonably practical after provision of the User Details/IP range to TR. Where incomplete and/or inaccurate User Details/IP range are provided by Licensee, TR shall not be liable for any delay or failure to set up access to the ProView Content for all or any of the Authorised Users. In respect of Per Seat Access, Licensee may substitute Authorised Users by notifying TR Customer Service. All Authorised Users who cease to be employed or otherwise engaged by the Licensee must have their access to all ProView Content terminated on cessation of employment/engagement. Licensee is responsible for this either by notifying TR or by making the necessary amendments through MyAccount or otherwise. Liability arising from a failure of Licensee to notify TR of such amendments shall be Licensee’s until such notification has been received by TR or otherwise effected by Licensee.

1.6 ProView Content is licensed in one or more of the following options:

1.6.1 Non-updated perpetual ProView Content: ProView Content which is not updated, or for which Licensee did not purchase a licence for updates and includes, subject to clause 2.3, perpetual access to the version of the licensed ProView Content only and any Notes (see clause 4) created in regards of that version, subject to the terms of this Licence. Any new edition of the ProView Content is subject to a new licence purchase; or

1.6.2 Updated perpetual ProView Content: ProView Content which is updated by supplements, releases or issues (“Updates”) and includes, subject to clause 2.3, perpetual access to the edition of the ProView Content initially licensed, licensed Updates thereto and any Notes (see clause 4) created in regards thereof, subject to the terms of this Licence; or

1.6.3 Time-limited ProView Content: ProView Content which is not updated or which is updated by supplements, releases or issues (“Updates”) published during the licence term for which access to the ProView Content, Updates and Notes is time-limited and subject to clause 2.3.

1.7 All rights to access and use the ProView Content granted to Licensee or restrictions imposed on Licensee shall be exercisable or observed (as the case may be) by all Authorised Users who are entitled to use the applicable ProView Content. It shall be the responsibility of Licensee to ensure that all such Authorised Users act in accordance with such requirements.

1.8 Licensee shall pay the applicable licence fee to the appropriate Supplier which will be payable as specified and levied in the currency shown on the ordering document and within 30 days of the date of an invoice there for or such other period as is specified on the ordering document. Any permitted cancellations shall be notified to the applicable Supplier.

1.9 Where ProView Content is taken on a trial basis Licensee may trial the applicable ProView Content without charge (unless otherwise agreed), for the duration of the trial period as outlined in the appropriate Ordering Document or other documentation provided to Licensee (“Trial Period”).

2. Licence.

2.1 Grant.
Subject to payment of the applicable licence fee, Licensee is granted a worldwide non-exclusive, non-transferable, non-sub licensable, revocable, limited licence the scope of which is specified in the applicable Ordering Document to access the ProView Content via Licensee’s browser and to download the ProView Content via OnePass (or such other password management system TR may, in its sole discretion, implement) (“OnePass”) and the ProView software (“Software”).

2.2 Download restrictions.
Any Authorised User hereunder may download the ProView Content to no more than the permitted number of devices which are registered or allocated to the Authorised User for use by that Authorised User only.

In all cases devices may be swapped in accordance with guidelines issued by TR from time to time. Each Authorised User will be required to register each such device with TR.

2.3 Availability.
ProView Content will only be available for use on such devices and/or platforms as TR shall in its sole discretion decide. If Supplier loses the right to offer any ProView Content, is otherwise unable to offer the ProView Content, or if the Software is discontinued, TR may terminate Licensee’s access to the relevant ProView Content, including Notes (see clause 4 below). At Supplier’s sole discretion and using commercially reasonable practices, Supplier may provide the ProView Content in another media format. Supplier, at its sole discretion, may upgrade Licensee to a more recent version of the ProView Content if necessary to maintain access.

2.4 Permitted Use

2.4.1 Licensee is licensed to use the ProView Content made available to Licensee solely in the regular course of Licensees business or work. Licensee may:

2.4.1.1 use, browse and search the ProView Content;

2.4.1.2 quote and excerpt insubstantial portions from the ProView Content, with appropriate citation and credit to the source, by electronic copying and pasting or other means into Licensee’s work product created in the regular course of its research and work (“Work Product”);

2.4.1.3 print and make copies of insubstantial portions of the ProView Content whether incorporated in Work Product or otherwise for distribution to third parties if the copies retain all relevant copyright notices; and

2.4.1.4 electronically transmit copies of insubstantial portions of the ProView Content related to a specific matter or piece of work using a feature in the Software if the copies retain all relevant copyright notices.

2.4.2 Licensee may store an insubstantial amount of ProView Content in a secure internal system in the regular course of Licensee’s business or work. Licensee may not use ProView Content in any way that could be used as a replacement for, substitute for, or as a competing product to the ProView Content.

2.5 Limitations.
Licensee may not copy, download, print, scrape, store, publish, transmit, retransmit, transfer, distribute, disseminate, broadcast, circulate, license, sublicense, sell, resell, translate, or otherwise use the ProView Content (including printouts), or any portion of the ProView Content, in any form or by any means, except (i) as expressly permitted by this Licence, (ii) with TR’s (or other Supplier as the case may be) prior written permission, or (iii) as permitted by applicable law. Except as otherwise permitted in this Licence, Licensee shall not use ProView Content as a component of or as a basis for any material offered for sale, license or distribution. Licensee code(s) shall be used only by the Licensee; sharing of licence code(s) is STRICTLY PROHIBITED.

2.6 Rights in ProView Content.
Except for the licence granted in this Licence, all right, title and interest in the ProView Content, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of applicable Supplier and its third party content providers. Notes created by the Licensee are owned by Licensee or Authorized User as the case may be.

3. Technical Requirements.
With the exception of IP Access (without personalisation) licences, in order to view the ProView Content, Licensee will be required to have a OnePass account with TR and use the most current version of the Software. A Wi-Fi connection to the Internet is required to download the ProView Content, to receive updates and maintain backups of Notes.

4. ProView Content Functionality.

With the exception of IP Access (without personalisation) licences, Licensee and Authorized Users may highlight and bookmark the ProView Content and create notes throughout the ProView Content (together “Notes”).

All Notes will be web-hosted on servers located, in some cases, outside the Licensee’s country of residence. Licensee and

Authorized Users hereby consent to such storage. Notes shall only be processed for the purposes of this Licence and only in accordance with the provisions of applicable law. TR will use commercially reasonable efforts to secure its computing environments according to generally accepted industry standards to protect against unauthorised or unlawful processing, and accidental loss, destruction or damage to personal data and to remedy any security breach of which it becomes aware. TR or its Suppliers do not accept any liability related to or arsing from the Notes created by the Licensee or Authorized User.

5. Disclaimer and Limitation of Liability.

5.1 Disclaimer of Warranties.
The ProView Content, Software, Notes functionality and other functionality are provided "as is," without warranty or condition of any kind, express or implied, including, but not limited to, the warranties and conditions of performance, merchantability and fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays.

5.2 Unlimited Liability.
The limits on liability in clause 5.3 (Liability Cap) do not apply to: (a) a party’s fraud, fraudulent misrepresentation, wilful misconduct, or conduct that demonstrates a reckless disregard for the rights of others; (b) negligence causing death or personal injury, (c) any indemnification obligations hereunder, (d) a party’s infringement of the other’s intellectual property rights or Licensee’s use of the ProView Content beyond the usage permissions and restrictions granted under this Licence, or (e) Licensee’s liability to pay the licence fees and any amounts TR would have charged for use of the ProView Content beyond the usage permissions and restrictions granted under the Customer Contract. Nothing in this Licence limits liability that cannot be limited under law.

5.3 Liability Cap.
Each party’s aggregate liability to the other in any calendar year for Damages (defined as any loss, damage or cost, (in contract, tort or otherwise) arising out of or in connection with a ProView Content Licence) will not exceed the licence fees paid by Licensee to Supplier for the applicable ProView Content Licence which forms the basis for the claim(s) during the 12 month period immediately preceding the incident (or the first incident in a series) giving rise to any claim for those Damages.

5.4 Exclusions.
Neither party will be liable for any: (a) indirect, incidental, punitive, special or consequential Damages arising out of or in connection with the Licence; (b) loss of data (except that TR shall be liable to restore data from any available back-ups); (c) loss or damage resulting from the inadequacy of security of data during transmission via public electronic communications networks or facilities (d) loss of profits (except with respect to the licence fees); even if such Damages or losses in clause 5.4(a)-(d) could have been foreseen or prevented.

5.5 Indemnity.
Licensee accepts sole responsibility for its and Authorized User’s use of ProView Content and Licensee shall hold TR, its affiliates and Suppliers harmless and fully indemnified against any Damages they incur as a result of a third party claim related to or arising from any such use or breach of License.

6. Responsibility for Certain Matters.

6.1 Access to ProView Content by way of OnePass account is subject to a password which shall be issued by TR. The password is for the use of the Licensee only. The sharing of passwords is strictly prohibited. Licensee shall be responsible for all access to and use of the ProView Content by means of Licensee’s equipment or Licensee’s password, whether or not Licensee has knowledge of or authorises such access and use.

6.2 Where Licensee purchases from Supplier a single user licence to ProView Content in a bundle with the print and/or CD version of the ProView Content all elements of the bundle are intended to be used by the Licensee and shall not be transferable. For the avoidance of doubt the sharing of any code or password is strictly prohibited.

7. Term and Termination.

7.1 This Licence shall become effective when the ProView Content is made available to the Licensee and shall continue, subject to any early termination as permitted under this Licence, in force for the licence term (being either perpetual or time-limited), as specified in the Ordering Document.

7.2 Save for the provisions in regards of payment of the licence fee, the terms of this Licence shall apply to Licensee during any Trial Period. Access to ProView Content being trialed may be terminated at the end of the Trial Period unless a further Trial Period is agreed to or unless Licensee purchases the license to the ProView Content being trialled from the expiry date of any such Trial Period.

7.3 Supplier may, upon written notice to Licensee, terminate this Licence or suspend access (at Supplier’s discretion) to the relevant ProView Content where the Licensee commits a material breach of this Licence, provided that where the breach is capable of being remedied then the Licensee shall have failed to remedy the same within 30 days of receiving notice specifying the breach and requiring its remedy. TR may also terminate this Licence or suspend access to the relevant ProView Content where it is instructed to do so by Supplier, or when TR or Supplier no longer have the right to make the ProView Content commercially available.

7.4 If Supplier offers any right of return of the ProView Content, such return policies are specified on the applicable Ordering Document.

7.5 Upon any termination or expiration of this Licence, access to the applicable ProView Content, including ProView Content and retention of ProView Content, will terminate, and TR retains the right to delete any Notes that may be attached to terminated or expired ProView Content.

8. Entire Agreement.

8.1 Except as otherwise stated herein, the Customer Contract embodies the entire agreement between the parties with regards to the subject matter hereof and supersedes any and all prior understandings and agreements, oral or written, relating thereto.

8.2 TR may at its discretion amend the terms and conditions of this Licence from time to time. An updated version of this Licence will be emailed to Licensee or posted online at https://info.proview.thomsonreuters.com/en/licenseagreement.html and the updated version shall take effect on such emailing or posting unless stated otherwise.

9. Notices.
All notices hereunder shall be given in writing to TR at Customer Services of Thomson Reuters South Asia, having its office at 10th Floor, Building 9B, DLF Cyber City, Gurgaon, Haryana - 122002 or email smhk.customer.support@tr.com; and to Licensee at the address provided in the applicable Ordering Document.

10. Governing Law and Jurisdiction.
This Licence and any dispute or claim arising out of or in connection with the License shall be governed by and construed under the laws of India and the Licensee agrees to submit any dispute relating to this License to the exclusive jurisdiction of the Courts of law in Mumbai (and their appeal courts) to settle all disputes or claims arising out of or in connection with the License.

11. Other Provisions.
Neither this Licence nor any part or portion hereof shall be assigned, sublicensed or otherwise transferred by Licensee without TR’s prior written consent. Should any provision of this Licence be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. Failure of either party to enforce any provision of this Licence shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. Any person who is not a party to this Customer Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 (or any such legislation the same or similar which is applicable under the governing law specified hereunder) to enforce any term of this Customer Contract. The headings and captions contained in this Licence are inserted for convenience only and shall not constitute a part hereof.