Access to the IHS Markit Products through the IHS Markit website, shop.IHS.com, is subject to the terms and conditions contained herein, the IHS Markit Privacy Policyand the IHS Markit Terms of Use, collectively referred to as the Agreement.  By clicking the accept button to access the Products you agree and accept to be bound by the Agreement.  If you do not agree to the Agreement, you will not be able to order IHS Markit Products. 

 

The Agreement is entered into between IHS Global Inc., a company incorporated and registered in the State of Delaware, having its principal offices at 15 Inverness Way East, Englewood, Colorado, 80111, US; hereafter referred to as “IHS Markit” and you the customer licensing the Products on behalf of your company employees (“Authorized Users”), hereafter referred to as the “Customer”, collectively referred to as the Party or Parties.

 

Placing an order:  In order to place an order through the IHS Markit website please refer to the “How to Shop” page.  The IHS Markit order process allows Customer to check and amend the order at any stage during the ordering process and prior to payment of the fees.  Upon placing an order, Customer will receive an email from IHS Markit which will acknowledge receipt of the order.  The order is not accepted by IHS Markit until IHS Markit submits an email providing details for dispatch of Products or email providing details on how to access the Products (“Order Confirmation”). 

 

Products: means all information or software provided by IHS Markit and/or its third party providers to Customer.  Products also include any web tools, search engines, or software provided by IHS Markit that can be used when accessing Products. IHS Markit reserves the right to replace or make any change to the Product(s) by providing at least 45 days prior written notice to the Customer.  Subject to availability Customer may be able to license either a single delivery of the Product or receive ongoing subscription for the term in the Order Confirmation.  If the Products licensed under the Agreement are provided along with any web tool, search engine or software in order to access the Products (“Enabling Software”), Customer agrees to use the Enabling Software only for purpose of accessing the Products and subject to the restrictions as set forth herein.

 

Fees:  Customer accepts the fees are final  and are exclusive of any taxes, delivery charges and/or other expenses which will be charged separately at the time of order.  Fees must be paid at the time of placing the order. All Fees are non-refundable, except in the case IHS Markit cancel’s Customers order prior to delivery or access to the Products.  Delivery of Products is deemed to occur and risk of loss passes upon delivery or when IHS Markit provides access codes to Customer to access or to take immediate possession of Products.    IHS Markit specifically reserves the right to terminate any Product if IHS Markit no longer has the necessary right from any third party to license or distribute the Product. 

 

License options: IHS Markit license IHS Markit may offer one or more of the following licensing options to enable Customer to use and access the Products: “.  “One-Time License” means a type of license that allows Customer to access a single delivery (in any format offered by IHS Markit) of a Product and is not based on an ongoing subscription.  “User License” means a type of license that only allows the number of Authorized Users specified at the time of the order to access the Product. Customer must notify IHS Markit immediately where the Authorized Users are changed, amended, removed or added through the term of the subscription.

 

Ownership of Intellectual Property:IHS Markit or its third party providers owns the Products license to the Customer.  Customer may provide suggestions/feedback which IHS may use without any obligation to Customer so long as such suggestions/feedback do not include Customer information.  Customer will not remove any copyright, trademark, or other proprietary notices of IHS Markit or any third party on any materials received from IHS Markit and Customer will reproduce all such notices on all copies of such materials. 

 

Authorized Use: License Grants: Subject to the terms and conditions of the Agreement, IHS Markit grants to Customer, and Customer hereby accepts, a license that is limited, nonexclusive, nontransferable, non-sublicensable, and revocable. Customer may use the Product in the specified media and accompanying documentation (if any), for its internal use only.  Customer may not resell or transfer the Products to any third party.   Creation of Works from the Product: Customer may create reports or presentations (collectively “Work”) using information from the Product provided such Work is for Customer’s internal use only. Nothing in this section will operate so as to vest in Customer any proprietary rights in any Products or portions of Work in any way derived from Products. Amount of Product in Works: Customer undertakes:  (i) that the information from the Product used in the Work will be insubstantial and de minimis in nature and will not be primarily a copy of the Product; and (ii) not to create Work that uses a portion of the Product that could reasonably be considered substantial. Work Not to be Commercialized: Customer must never use Work to produce a commercial product or service or directly for revenue generating purposes. Citing IHS Markit in Work:  Customer will represent IHS Markit or its third party provider as the source of the Product information in the following form: “Includes content supplied by [NAME OF IHS MARKIT COMPANY or its third party provider]; Copyright © [NAME OF IHS MARKIT COMPANY or its third party provider], [publication year]. All rights reserved”.

Use of Work at End of Term or Termination: Upon termination or expiry of the Agreement or subscription period, subject to payment of the applicable fees, and subject to Customer’s continued compliance with the Agreement; IHS Markit at its sole discretion may consent to permit Customer to continue to access Work created by Customer.  Other Copying and Distribution:  Customer may not copy, distribute, publish, republish, scan, transfer, sell, license, lease, give, permanently retain, decompile, reverse engineer, or otherwise reproduce, disclose or make available to others, or create derivative works from the Product or any portion thereof. Customer may make a reasonable number of copies of any documentation, provided all such copies include all legends, copyright and other proprietary notices that appear on the original.  Protection of IHS Markit Intellectual Property: Customer agrees to take commercially reasonable actions on a day to day basis to assist IHS Markit in the protection of its and its third party providers intellectual property.  Effect of Term or Termination: Customer may not permanently retain Product, including:  (a) in any file or on any hard drive, server or other form of memory; or (b) in any printed form. Customer represents and warrants that - upon any expiration or termination of the Agreement or the applicable subscription period, as applicable, Customer immediately will:  (x) discontinue all use of Product(s) associated with any terminated/expired term; (y) destroy any items relating to Products (including but not limited to data, software, and Documentation) and purge any Product data from all electronic media; and (z) upon request from IHS provide written certification to IHS Markit that Customer has complied with this paragraph.

 

WarrantiesIHS Markit Products are provided “AS IS.” Product(s) are compiled from materials furnished to or obtained by IHS Markit from outside sources. IHS Markit does not warrant the completeness or accuracy of the information, that your use of Product(s) will be uninterrupted or error-free, or that the results obtained will be successful or will satisfy Customer’s requirements.  Disclaimer.  IHS MARKIT AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING WITHOUT LIMITATION TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  CUSTOMER ASSUMES ALL RISK IN USING THE RESULTS OF PRODUCT(S).

 

Confidential Information:Each Party (“Discloser”) may disclose Confidential Information to the other Party (“Recipient”).  Recipient will protect Discloser’s Confidential Information, using the same degree of care it uses to protect its own information of like nature, but no less than a reasonable degree of care.  Recipient will use Discloser’s Confidential Information internally solely as necessary to perform its obligations under the Agreement or as may be agreed upon in writing by Discloser.  Recipient will disclose Confidential Information only to those employees who have a need to know for Recipient to perform its obligations under the Agreement and who are subject to binding use and disclosure restrictions at least as protective as those described in the Agreement.  Confidential Information does not include information that:  (a) is now or subsequently becomes public knowledge through no breach on the part of Recipient; (b) Recipient can demonstrate was rightfully in its possession before receipt from Discloser; (c) Recipient independently develops without using any Confidential Information; or (d) Recipient obtains from a third Party without breach of a confidentiality obligation. Recipient may disclose Discloser’s Confidential Information pursuant to a valid order or requirement of a court or government agency if Recipient gives prompt written notice to Discloser to give Discloser the opportunity to prevent disclosure or protect Discloser Confidential Information.  Upon any expiration or termination of the Agreement or subscription period, Recipient promptly will return to Discloser or destroy all Discloser confidential information that it has in its possession or control. For the purpose of this section “Confidential Information” means: (a) IHS Markit Products; and (b) the terms of the Agreement; and (d) any information that by its nature, Recipient knows or should know is confidential or proprietary, including Discloser business or technical information. 

 

Indemnification: IHS will indemnify, defend and hold harmless Client from and against any third party claims alleging that Products furnished under and used in accordance with the terms and conditions of the Agreement infringe or misappropriate a US patent issued as of the date of the Order Confirmation or US copyright, trademark or trade secret (“Infringement Claim”). IHS will not so indemnify, defend and hold harmless Client to the extent any Infringement Claim would not have arisen but for: (i) any modification of a Product not specifically authorized in writing by IHS Markit; (ii) the incorporation of any feature or information provided by or requested by Client into a Product; (iii) the combination of Product with any third party software, equipment or information not specified in the documentation; (iv) the use of a version of a Product other than the then-current version, if the infringement would have been avoided by use of the then-current version and IHS informed Client of same; (v) Client’s misuse of the Product or failure to protect IHS Markit Confidential Information as required herein. In the event Products are held or are believed by IHS Markit to infringe, IHS Markit may choose, at its sole option and expense, (a) to modify the Products so that they are non-infringing; (b) to replace the Products with non-infringing Products that are functionally equivalent; (c) to obtain a license for Client to continue to use the Products as provided hereunder; or if none of (a), (b), or (c) is commercially reasonable, then (d) to terminate the Agreement for the infringing Products and refund Fees paid, prorated from the date of the Infringement Claim.  This section states the entire liability of IHS Markit and Client’s sole and exclusive remedy for any infringement of third party proprietary rights of any kind.  Client will indemnify and hold IHS Markit harmless from and against any loss or damage suffered by IHS Markit as a result of Client’s breach of the licenses and rights granted herein.  Each Party will indemnify, defend and hold the other Party harmless from any claim, demands, liabilities, suits or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on the other Party’s premises.  Indemnification Procedure.  The indemnification obligations of each party under this section 7, are contingent upon the indemnified party providing to the party who has the indemnification obligation: (a) prompt written notice of the alleged claim; (b) sole control of the defence or settlement of the alleged claim; and (c) reasonable cooperation and assistance, at the request and expense of party to indemnify, in the defence or settlement of the alleged claim.  If the indemnified party chooses to be represented by counsel, it shall be at the indemnified party’s sole cost and expense.

 

Limitation of Liability:  NEITHER IHS MARKIT, ITS THIRD PARTY PROVIDERS, NOR THE CUSTOMER WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING:  (a) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; (b) LOSS OF DATA OR INFORMATION; (c) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES; OR (d) BUSINESS INTERRUPTIONS ARISING OUT OF OR RELATED TO THE  AGREEMENT OR ANY USE OF OR INABILITY TO USE PRODUCTS SERVICES, OR DELIVERABLES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. The maximum liability of IHS Markit, its third party providers, and/or the Customer to the other Party for all claims under the Agreement, in warranty, contract, tort, or otherwise, will not exceed:, the Fees paid by Customer in the prior 12 months for the defective Products that are the subject of the claim.  The limitations of liability in this section will not apply to the liability of either Party for:  (a) damages related to death or personal injury arising out of the gross negligence or willful misconduct of the other party; (b) any damages or liability incurred as a result of fraud or fraudulent misrepresentation of the other Party; or (c) to claims or loss(es) based upon breaches of a Party’s License/Authorized Use or intellectual property rights by the other Party.

 

TerminationEither Party may terminate the Agreement, or licenses granted under the order if: (a) the other Party commits a breach of any material term or condition of the Agreement and does not cure such breach within 30 days of written notice; or (b) the other Party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, a proceeding is commenced by or against the other Party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other Party is adjudged bankrupt.  Any termination does not relieve either Party of any liability incurred prior to such termination, or for Customer’s payment for unaffected Products. Upon the termination of the Agreement, all fees and expenses owed by Customer through the date of termination automatically and immediately become due and payable.  Upon any expiration or other termination of an order, all licenses granted under same immediately will terminate.  Effect of Termination. Customer may not permanently retain Product, including:  (a) in any file or on any hard drive, server or other form of memory; or (b) in any printed form., Customer represents and warrants that upon any expiration or termination of the Agreement Customer immediately will:  (a) discontinue all use of Product(s) associated with any expired or terminated orders; (b) destroy any items relating to Products (including but not limited to data, software, and Documentation) and purge any Product data from all electronic media; and (c) upon request from IHS Markit provide written certification to IHS Markit that Customer has complied with this paragraph.

 

Anti-Corruption:Both Parties represent and affirm that they   (a) are aware of, understand, and will comply with all applicable country laws and regulations relating to anti-corruption and anti-bribery; and (b) will not promise, offer, solicit, authorize, give or receive a bribe, or other corrupt payment, item or service of value, or any other corrupt advantage, whether in cash or in kind, in relation to the procurement or performance of the Agreement.

 

Export Control:Export laws and regulations of the United States and other relevant local export laws (collectively, “Applicable Export Laws”) apply to the Products and Deliverables provided by IHS Markit under the Agreement. Each Party agrees to comply with all Applicable Export Laws and regulations, and agrees that it will not export, re-export, transfer, sell, use, or allow access to the Products and Deliverables to, or in, any destination other than those destinations as set out in the order.  IHS Markit may refuse to grant access for licensing of the Products to the Customer, in the event IHS Markit determines the Products may be used and accessed in contravention of the applicable export laws.  

 

U.S. Government Use:  The following is a notice to Customer as well as to any potential third party recipients of the Products: The Products provided hereunder: (a) were developed at private expense and are IHS Markit proprietary information; (b) were not developed with government funds; (c) are an IHS Markit trade secret for purposes of the Freedom of Information Act; and (d) are commercial items as defined in FAR 2.101.  Any Products used by, for, or on behalf of the U.S. Government are provided with LIMITED RIGHTS. Any software or tools embedded in Products used by or on behalf of the U.S. Government is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure of data or software by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.212(a) and/or Commercial Computer Software at DFARS 227.7202-1(a) or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is IHS Markit.

 

IHS Markit contact details:  If the Customer has any questions related to the Agreement or the IHS Markit website, the Customer should contact the IHS Markit Customer Care center located in the Customer’s region.  Details of the number to call can be found in the “Contact Us” section of the website.  This section can be found on the right hand of every page of the site.

 

Miscellaneous:  Security measures:  IHS Markit reserves the right to employ security measures to monitor usage of the Products to ensure Customer’s compliance with the Agreement so long as these security measures are not prohibited by law.  Any attempt to circumvent such access restrictions or IHS Markit security measures will be considered a material breach of this Exhibit. IHS Markit may, for the auditing purposes only, request the Client to provide the necessary information and documents related to Client’s compliance with the Agreement.  Privacy Statement:  IHS Markit will collect and process personal data as received by the Customer in accordance with the terms of the IHS Markit Privacy Policy.  The Customer should review the terms of the Privacy Policy to understand how IHS Markit collects and processes Customer information.  Secure login:  For certain Products, IHS Markit will issue to Customer a password to access the Products, which Customer acknowledges is only for Customer’s and its Authorized Users’ use and may not be shared with anyone else.  Customer is solely responsible for all use, authorized or unauthorized, of Products (including use by Authorized Users).  Customer must notify IHS Markit immediately of any unauthorized use of Products and/or passwords.  Entire Agreement: The Agreement sets forth the entire agreement between the Parties and supersede any and all prior proposals or agreements, written or oral, of the Parties with respect to the subject matter of the Agreement.  Variation: IHS Markit may vary the Agreement from time to time.  Each time the Customer orders Products from IHS Markit, the Agreement terms in force at the time will apply to the Licensing of the Products.  The date of the update to the Agreement shall be displayed at the top of this page. The Customer must print and retain a copy of the Agreement for reference.  IHS Markit shall not file a copy at the time of placing the order.  Waiver: No failure or delay by either Party to exercise any right they may have operates as a waiver of their rights at any future time.  Assignment: Customer may not assign the Agreement to any third party (whether directly or indirectly, by operation of law or otherwise) without the prior written consent of IHS Markit.  Any assignment or transfer in violation of this provision is void.  Binding on Successors: The Agreement is binding on the Parties, their successors, and assigns.  IHS Markit reserves the right to subcontract any or all of its obligations under the Agreement to subcontractors of its choosing.  Choice of Law: The Agreement will be construed under the laws of State of New York, without regard to its conflicts of law principles and each Party hereby submits to the exclusive jurisdiction of New York Courts.  The Parties hereby disclaim the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  Force Majeure: Either Party may be excused from the performance of any obligation under the Agreement, due to any act or condition whatsoever beyond the reasonable control of such Party, including, acts of God, acts of terrorism, acts of nature, acts of government, internet outages, fires, floods, wars, or other catastrophes, labor disturbances, freight embargos; or delays of a supplier or subcontractor due to such causes.Severability: If any provision of the Agreement is found invalid or unenforceable, the remaining portions will remain in full force and effect.  Notice: All notices under the Agreement must be in writing and delivered by commercially established courier service; facsimile with written confirmation of delivery; email with written confirmation of delivery; or via certified mail, return receipt requested, to the addresses specified on the first page of the Agreement; or at such other addresses as the Parties designate in writing from time to time.  Notices are deemed delivered when received by any of the above means.  Any legal notices must also be copied to “Attention: IHS Markit Legal Department, General Counsel.” Publicity: IHS Markit may use Customer’s name and logo in compiling a list of IHS Markit’ Customers.  Any additional publicity concerning a Party will require the other Party’s prior written consent.  Limitation Period: Unless otherwise specified herein, any cause of action arising under the Agreement must be filed in a court of competent jurisdiction within two (2) years of the date such cause of action accrued, or the date the complaining Party should have reasonably discovered the existence of such cause of action, whichever is later. Survival: The terms and conditions of the Agreement, will survive the expiration or other termination to the fullest extent necessary for their enforcement and for the realization of the benefit by the Party in whose favor they operate.Third Party Rights: No term of the Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a Party to the Agreement.  Authorized Execution. Each person executing the Agreement on behalf of any entity hereby represents and warrants that he or she is duly authorized and has full authority to execute and the Agreement.