user agreement

A: PROPERTY OF LICENSOR
The Services are only available remotely from our server and any copies which are saved to your PC will be for temporary use only in order to facilitate your use of the Services. No other copying is permitted. The copyright, database rights and any other intellectual property rights in the programs and data which constitute the software Services and associated materials, together with any hard media on which they were supplied to you, are and remain the property of the Licensor. You are licensed to use them only if you accept all the terms and conditions set out below.

B: LICENCE ACCEPTANCE PROCEDURE
By clicking on the acceptance button which follows this Agreement (marked ‘I accept these terms and conditions’) you indicate acceptance of this Agreement and the limited warranty and limitation of liability set out in this Agreement. You should therefore read this Agreement carefully before clicking on the acceptance button. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent.

C: LICENCE REJECTION PROCEDURE
If you do not accept these terms and conditions, you should click on the 'reject' button, delete the materials from your computer and promptly (and in any event, within 14 days of receipt) return to the Licensor any items provided that are part of the Services. Any money you paid to the Licensor for the Services will be refunded, along with all costs of postage and packing.

D: OTHER AGREEMENTS
If your use of any of the Services is under an existing Agreement executed by the Licensor, such agreement shall apply instead of the following terms and conditions.

Definitions

In this Agreement the following words shall have the meanings given in this clause:

Commencement Date	The date set out in the Agreement or confirmed by the Licensor in acknowledgement of the Licensee's online application which shall also be the first date on which the Services are deemed to have been made available for use by the Licensee
Content	The content of the materials to which the Licensee has subscribed and which are delivered to the Licensee as part of the Services and/or on the Website under the terms of this Agreement from time to time including: Reports and Features - news, trends, trade fairs, runway, retail, city guides, graphics Access to Trend Book - content for those who have purchased and registered a book
Fees	The price paid by the Licensee for the selected Services
Intellectual Property Rights	Any copyright, extended or revived copyright, database right, design right, registered design right, patent, trade mark, or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar registrable rights in any part of the world
Agreement	The agreement made between the Licensor and the Licensee online or in writing in relation to the provision of the Services and incorporating these terms and conditions
Licensee, “you” and “your”	The person or legal entity entering into the Agreement, including any business with which you are associated and on behalf of which you contract
Licensor	mpdclick Limited
Normal Business Hours	09:00 to 17:30 Monday to Friday (GMT)
Permitted User(s)	A person who is either: an employee of the Licensee or where the Licensee is a company any company in the same group of companies as the Licensee including any subsidiary or holding company (as defined in the Companies Act 1985); or an individual performing the functions of an employee on a temporary basis, independent contractor or consultant who is performing work for the Licensee who is authorised by the Licensee to access the Services
Services	The delivery of all or part of the Content and applications made available on the Website for which the Licensee has subscribed and identified in the Agreement and/or in the Licensee's online application
Term	The period from the Commencement Date for the period of the Subscription Services as set out on the first page of this Agreement
Website	The Licensor's website at www.mpdclick.com.

The Licence
1. Provided that the Licensee has paid the applicable Fees, the Licensor grants to the Licensee a limited, non-exclusive licence to use the Content provided in accordance with the Services including the right to download materials on any computer system owned, leased, and/or controlled by the Licensee or any Permitted User.
2. The Licensor retains control and ownership of the entire form and content of the Content and the Services. Neither the Licensee nor the Permitted Users will acquire any ownership of the Services or of any Intellectual Property Rights in the Services or the Content made available under this Agreement.
3. Where the Licensee has subscribed for access to Trend Books the Licensor grants a non-exclusive licence to the Licensee to reproduce the designs contained in the relevant Content for the purposes of the production and/or promotion of garment, textile and/or graphic designs but not otherwise. Any material within the Content which does not form part of the editable designs is included for illustrative purposes only and the Licensee acknowledges the provisions of clause 6.3 in this regard.
4. The Licensor may alter the form and content of the Services from time to time. The Content is either owned by the Licensor or is licensed to it from third party providers. Should any license agreement with third party provider be terminated or suspended for any reason then the Licensor reserves the right to withdraw that part of the Content from the Services until such time as the Licensor is able to replace such content directly or via another third party source.
Licence Restrictions
1. The Licensee and each Permitted User may not use, copy, modify or transfer the Services or any Content or copy thereof, in whole or in part, including all or part of any Content, except as expressly provided for in this Agreement. If the Licensee transfers possession of any Content provided to the Licensee as part of the Services to another party except as provided above, the licence granted will be automatically terminated.
2. The Licensee and each Permitted User may include the Content in internal reports and/or reports to customers and clients of the Licensee or within presentations and information provided to the press or other gatherings of third parties provided that the source of the relevant Content of such reports is fully attributed to the Licensor and it is acknowledged that the Intellectual Property Rights in the Content belong to the Licensor.
3. The Licensee may not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Content, except as expressly permitted by this Agreement.
4. The Licensee must not vary, delete or obscure any notice of proprietary rights or any Licensor identification or restrictions on or in the Content.
5. The Licensee shall ensure that each Permitted User is aware of and complies with the conditions of use of the Services as contained in this Agreement or which may from time to time be communicated by the Licensor to the Licensee by means of on-screen notices via the Website and/or contained within the Services.
Registration
1. On successful completion and authorization of the Licensee's application the Licensor will:
  1. notify the Licensee by email of the confirmed status and user id of the Permitted Users; and
  2. provide the Licensee with a password for the Permitted Users. The password the Licensee uses in registering for access to the Services is known only to the Licensee but the Licensee may request the Licensor to re-set a password at any time.
2. The user id and password will permit the Licensee and the Permitted Users to access the Permitted Users' area of the Website and in consideration of this the Licensee undertakes as follows:
  1. to keep the username and password confidential and to remain solely responsible for the use of such username and password;
  2. to notify the Licensor immediately if the Licensee knows or suspects that any other person has become aware of the Licensee's passwords; and
  3. to notify the Licensor immediately on departure from the Licensee's place of business of any of the Permitted Users.
Fees
1. The Licensor will issue an invoice for the Licensee on signature of this Agreement or on the Commencement Date, whichever is the earlier for the amount of Fees payable for the Content and Services selected. The Fees are payable in full within 30 days of the date of invoice.
2. If the Licensee fails to make payment on the due date then, without prejudice to any other right or remedy available to the Licensor, the Licensor shall be entitled to suspend the Licensee from access to the Services until such time as any outstanding Fee is paid or the Agreement is terminated.
3. The Licensor reserves the right to vary the standard Fee rate:
  1. if the number of Permitted Users is varied during the Term; and
  2. on the renewal of this Agreement on each anniversary of the Commencement Date.
  If the Licensee continues to use the Services under the terms of this Agreement following notification of any such variations in the Fees, the Licensee shall be deemed to have accepted the revised Fees.
Warranty, Liability and Indemnity
1. The Licensor warrants that:
  1. it will use all reasonable endeavours in accordance with good and current industry practice to ensure that the Services and the Website are virus-free;
  2. it will use all reasonable endeavours to ensure that any interruption to the availability of the Website will be kept to a minimum and that, where practicable, the Licensee will be given prior notice of any such interruption to the availability of the Website where the Licensor considers that the expected duration of any such down-time justifies telling the Licensee.
2. The Licensor shall not be liable under the warranty contained in clause 6.1 above if the Services fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Services not authorised by the Licensor or caused by any abuse, corruption or incorrect use of the Services, including use of the Services with equipment or other software which is incompatible. In particular the Licensee acknowledges that the Internet is not a completely reliable transmission medium. The Licensor does not accept any liability for any loss or damage which may arise, directly or indirectly from the use of or inability to access the Website by the Licensee or any Permitted User.
3. Whilst the Licensor has used reasonable commercial endeavours to ensure that the Content does not infringe the Intellectual Property Rights of any third party, the Licensee must satisfy itself that any Content which may be used in the market or territory in which the Licensee reproduces the designs does not infringe the Intellectual Property Rights of any third party and any such reproduction will therefore be at the Licensee's risk. The Licensor will not be liable for any claim made against or loss incurred by the Licensee arising from any claim that the Content infringes the Intellectual Property Rights of any third party where the Content is used other than within the terms of this licence and the Licensee will indemnify the Licensor against any loss or damage that may arise as a consequence of it doing so.
4. Except as specified in this Agreement:
  1. all express or implied representations (other than any fraudulent misrepresentation), warranties, conditions, guarantees and undertakings are excluded;
  2. the Licensee assumes the entire risk as to the quality and performance of the Services;
  3. in no event will the Licensor be liable to the Licensee for any damages, including any loss to profits, loss to savings, loss of data or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Services, even if the Licensor has been advised of the possibility of such damages; and
  4. this Agreement gives neither the Licensee nor the Permitted Users any rights against third party owners with respect to use of any licensed Content by the Licensee and/or any Permitted User.
5. The total liability of the Licensor and the Licensee's exclusive remedy under this Agreement shall, to the extent permitted by law, under no circumstances exceed the Fee paid by the Licensee in the Term of the Agreement preceding such claim. Nothing in this clause shall exclude the Licensor's liability to the Licensee in respect of death or personal injury solely and directly caused by its negligence.
6. The Licensee warrants to the Licensor that:
  1. the Licensee has the requisite power, authority and approvals to enter into and perform its obligations under this Agreement;
  2. the information contained in any online application form is accurate;
  3. the Licensee is not relying upon any statements, representations, promises or undertakings given by the Licensor that are not set out in this Agreement;
  4. use of the Services by the Licensee does not and will not infringe any third party rights or the Intellectual Property Rights of others of which the Licensee is aware; and
  5. the Licensee will not damage, interfere with nor disrupt access to the Website or do anything that may interrupt or impair its functionality.
7. The Licensee is responsible for the proper use of the passwords selected by it for access to the Website and the proper use of the Services and provision of the Services. The Licensee shall, and shall require Permitted Users, to keep passwords confidential at all times.
8. The Licensee shall be responsible for any acts or omissions by any Permitted User which would constitute a breach or default under this Agreement whether or not such Permitted User is an employee of the Licensee.
9. The Licensee shall indemnify the Licensor and, where relevant, any third party information provider or supplier, for any loss or damage suffered arising out of any breach of this Agreement or from any use of the Services by the Licensee and/or by any Permitted Users (whether or not acting within the authority of the Licensee).
Confidentiality
1. The parties acknowledge and confirm that during the term of this Agreement and following its termination the parties shall treat as confidential and shall not (other than in the proper course of carrying out its obligations under this Agreement or as required by any applicable law) use or disclose to any person, firm or company, the terms of this Agreement and any confidential information relating to the Intellectual Property Rights of and the business of and belonging to the other party, nor permit its use or disclosure. This obligation of confidentiality shall not apply to information which is publicly known (through no fault of the non-disclosing party) or not of commercial value to such other party.
2. No public announcement, press release or circular (other than required by law or regulation) concerning this Agreement will be made by either party without the prior consent of the other party, not to be unreasonably withheld or delayed.
Data Protection
1. The Licensee undertakes to the Licensor that it will comply with obligations equivalent to the obligations of a 'data controller' under the provisions of the seventh data protection principle as set out in Schedule 1 of the Data Protection Act 1998 in connection with the Licensee's use of the Services
2. In addition, the Licensee warrants that it has appropriate technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by it and that it has taken reasonable steps to ensure the reliability of any of its staff who have access to personal data processed in connection with this Agreement;
3. The Licensee will indemnify the Licensor for any liability that the Licensor incurs as a result of a breach of this warranty.
4. The obligations set out in this clause shall remain in force notwithstanding termination of this Agreement.
Intellectual Property Rights
1. All Intellectual Property Rights in the Content and the Services and in any other information materials or data supplied to the Licensee and/or its Permitted Users by the Licensor shall remain vested in the Licensor or its third party licensor.
2. In the event the Licensor brings or is required to defend any claim in connection with the infringement of the Intellectual Property Rights or that the Intellectual Property Rights infringes any third party rights the Licensee shall give such assistance as the Licensor may reasonably require (at the Licensor's cost and expense).
Duration and Termination
1. This Agreement shall continue in force for the Term and on expiry shall be renewed by agreement for further periods of the same length on payment by the Licensee of the Licensor's then current fees for the Services subscribed for unless or until terminated under the provisions of this clause
2. Without prejudice to any rights of either party, this Agreement may be terminated:
  1. in the event of a party committing a breach of this Agreement which is capable of remedy but which is not remedied within 21 days of written notice from the other party requiring such remedy on expiry of such notice;
  2. immediately on written notice being given by a party if the other party commits a breach of this Agreement that is not capable of being remedied or repeats a breach that has previously been the subject of a notice under Clause 10.2.1;
  3. immediately on a party giving written notice to the other party if an order is made or an effective resolution is passed for the liquidation or winding up of the other party, the other party enters into any composition with its creditors, the other party has a receiver, manager, administrative receiver or administrator appointed in respect of it or substantially all of its assets; or the other party is affected in any jurisdiction other than the United Kingdom by any matter of substantially similar effect to any of the matters referred to in this sub-clause.
3. Notwithstanding the right to terminate this Agreement under clause 10.2, if the Licensee commits a material breach of this Agreement, the Licensor may suspend the Licensee's use of the Services and access to the Website without notice or penalty until such breach is remedied.
Notices
1. Notices may be delivered or dispatched by email or post to the relevant addresses given in the Agreement and/or contained in the Licensee's online application form. Where notice is given by email a confirmatory copy of such notice shall be sent by prepaid post, such notice being deemed to have been delivered three days after the date of posting but with effect from the date on which the original email was received ,if received during Normal Business Hours, or at 09:00 on the next working day, if received outside Normal Business Hours.
Force Majeure
1. Neither party shall be liable for any delay in performing its obligations hereunder if such delay is caused by circumstances beyond its reasonable control. Subject to the party so delaying promptly notifying the other party in writing of the reasons for the delay (and the likely duration of the delay), the performance of such party's obligations shall be suspended during the period of the said circumstances and the party should be granted an extension of time for performance equal to the period of the delay. The provisions of this clause shall not apply to any obligation to make any payment due under this Agreement.
Entire Agreement
1. The terms and conditions set out in this Agreement, together with the general terms and conditions relating to the use of the Website from time to time, represent the entire agreement between both parties relating to the use of the Service(s) and supersede all prior agreements and representations. It is acknowledged that separate divisions, branches or business units of the Licensee, or entities forming part of the Licensee's group of companies, may independently enter into a agreement to use the Services. Such independent agreements, under separate contracts, do not supersede and are not superseded by this Agreement.
2. If any provision of this Agreement is prohibited by law or judged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way effect other circumstances of or the validity or enforcement of this Agreement.
Waiver
1. No failure or delay by any party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power and/or remedy. Neither party will be liable for any loss or failure to perform an obligation due to circumstances beyond its reasonable control.
Variation
1. This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.
Assignment
1. The Licensee may not assign this Agreement without the prior written consent of the Licensor.
No Partnership or Joint Venture
1. This Agreement shall not constitute any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.
Law
1. This Agreement shall be governed by, construed and take effect in accordance with the laws of the England and Wales and the parties will submit to the exclusive jurisdiction of the English Courts.