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Terms of Use
IMPORTANT – READ CAREFULLY
This Site is owned and operated by IHS Inc. on behalf of itself and its subsidiary and affiliated companies (“IHS”) and is made available to users subject to the user’s compliance with these Terms of Use.
These Terms of Use are a legal agreement (“Terms of Use” or “Agreement”) between you (either as an individual or any other legal entity, (referred to as “Subscriber,” “Licensee,” “you,” “your” or “user”)) and IHS. Access and use of any IHS website (“Site”) and/or the IHS data, information and/or software products and services (“IHS Product(s)”) is subject to, and governed by, this Agreement. By accessing or using the Site or by accessing, downloading and/or using any IHS Products, you confirm your agreement to and acceptance of these terms. IHS reserves the right to update the Agreement at any time without notice to you.
Notwithstanding anything to the contrary contained herein, certain IHS sites including, but not limited to password protected sites may contain terms of use in addition to or different from the Agreement and the terms of use posted on such sites shall apply in case of conflict with this Agreement. Further, if a written agreement exists between IHS and the user (or the user’s employer) governing the use of IHS Products, such written agreement shall supersede these Terms of Use in their entirety.
Section 1: Access and Limited Rights
IHS has the option to terminate your Site access, without notice for (a) any conduct, that IHS, in its sole but reasonable discretion, believes is in violation of any applicable law or is harmful to the interests of another user, a third-party provider, a service provider or IHS; (b) an attempt to disrupt or interfere with IHS’ servers, networks, computer programs, information or services; and (c) if you attempt to use, disclose or disseminate any IHS Product or information in violation of this Agreement. Further, any unauthorized or prohibited use may additionally subject the offender to civil liability and criminal prosecution under applicable national, federal and state laws. In addition to any other remedies available to IHS hereunder, at law or in equity, if IHS determines that Subscriber has allowed or committed access in violation of this Agreement, then IHS may halt, restrict or limit subscription access or duration to the IHS Products, require additional user registration or authentication information, or charge additional charges, for which Subscriber will be solely responsible to pay.
Section 2: Third Party Links and Sites
Linkage of this Site to another requires IHS' prior written approval. This Site may contain links to other Internet sites, resources and/or sponsors of the Site. IHS does not verify, warrant, endorse or take responsibility for the availability, accuracy, completeness or quality of the content contained in these outside sites.
Section 3: IHS Products Licensing Terms
(1) Registration
You become an authorized user and licensee (referred to as “you” or “Subscriber”) of specifically ordered IHS Products by accessing, downloading (even on a temporary basis) and/or using any IHS Products. For certain IHS Products, you may be required to register by (1) completing the registration process; and (2) agreeing to all the provisions of the Terms of Use together with any terms and conditions that are product specific.
For those IHS Products that require user registration (and all Products defined herein as IHS Energy Products require user registration), you must use your full legal name (and the full legal name of your company) when registering and subscribing. You must also give your title and address of your company. IHS may assign a separate identification (“ID”) and password for each authorized user within the company to access the subscribed product or may provide one password for each company, in which case such password may only be shared with your company’s authorized users at the licensed site For all Products defined herein as IHS Energy Products, you agree to inform IHS in writing when any authorized user of your company (a) ceases employment with your company; or (b) is no longer an authorized user. For all IHS Products, you agree that you are solely responsible for and liable for any expenses, costs, liabilities, and damages incurred by unauthorized access to your account and/or failure to so inform IHS.
(2) Rights of Use: (a) Subject to the other terms of this Agreement, IHS grants to Subscriber a nonexclusive, nontransferable, nonassignable, revocable right and license to use, but not to own, the IHS Product for a specific term of years (“Term”) as agreed between the parties in writing.
(b) You agree to hold IHS Products in strict confidence and shall not reproduce, reverse engineer, disassemble, download permanently, create derivative works, license, sell, reveal, disseminate or make IHS Products accessible in whole or in part, in any manner whatsoever, to others. Other than as set forth herein, you may not permanently retain any IHS Product in any file or on any hard drive, server or other form of memory. You may not use any IHS Product to make a commercial product, in whole or in part. You must not remove any proprietary legends or markings, including copyright notices, electronically encoded information, watermarks or any IHS-specific markings.
(c) This Section sets forth additional restrictions as regards certain types of IHS Products (IHS Data Products, IHS Software Products, IHS Content Products and other specifically defined IHS Products.
(i) IHS Products – Data (“IHS Data Products”): The Subscriber may store in memory, manipulate, analyze, reformat, print and display IHS Data Products for the Term of this Agreement, but such use may only be for internal business purposes and not for retransmission, license, sale, distribution or use by or for third parties.
(ii) IHS Products – Software (“IHS Software Products”): The Subscriber may make one copy of the software for archival/back-up purposes, but shall not reverse engineer, recompile, decompile, alter or modify the IHS Software Product. For purposes hereof, “archival” means only one copy that is not accessed on a day-to-day basis for reference or other purposes and is only used in emergencies, such as when Subscriber’s access to IHS’ electronic access is unavailable.
(iii) IHS Products – Content (“IHS Content Products”): If the Product is NOT an IHS Energy Product (see the last paragraph for a description of “IHS Energy” companies), the Subscriber may retain one archival hard copy of all IHS Content Products licensed hereunder. For purposes of these Terms of Use, “archival” means only one copy that is not accessed on a day-to-day basis for reference or other purposes and is only used in emergency situations, such as when the Subscriber’s access to IHS’ electronic access is unavailable. If the Product is NOT an IHS Energy Product (see the last paragraph for a description of “IHS Energy” companies), the Subscriber also may retain copies of the Products, or any portion thereof, if specifically required by law, to insert as part of a limited number of final official project files, which such files also are not used on a day-to-day basis for reference purposes. Other than as set forth above, the Subscriber may not permanently retain any IHS Content Product in any file or on any hard drive, server or other form of memory. The Subscriber must use Product or any portion thereof in strict accordance with all applicable U.S. Copyright laws, including without limitation, the Fair Use Doctrine.
(iv) IHS Products – Parts Universe, BOM Optimizer, Parts Universe Materials Analysis, COMET (“Electronics Data”) or Haystack Subscription Services: If IHS Products include Electronics Data or Haystack Subscription Services (“Haystack Data”), Subscriber may download de minimus portions of Electronics Data or Haystack Data for temporary use by Subscriber for internal business purposes only and only at the authorized licensed site. Subscriber may not sell, license, transfer, create derivative works or exploit commercially in any way Electronics Data or Haystack Data. Except as expressly provided in this paragraph and the End-User Click Through License Agreement acknowledged at the time of accessing the Electronics Data, all of the terms and conditions of this Agreement (including the limitations) govern Subscriber’s use of the Electronics Data or Haystack Data.
(3) Security Measures: IHS may impose whatever security measures it reasonably deems appropriate to ensure compliance with this license, including covert and overt copy-detection and license awareness technology and encoding of requestor/user information in printed and electronic formats.
(4) Custom Collections: IHS Content Products combined at Subscriber’s request (“Custom Collections”) generally update automatically. IHS will charge the full charge for any IHS Product additions to a Custom Collection requested after the initial Term or any renewal term begins. Subscriber receives no credit for cancelled, superseded or “replaced” IHS Products mid-term. No document substitutions are allowed after the initial Term or any renewal term begins.
(5) Payment: The Subscriber is responsible for all charges incurred in connection with its account, all applicable taxes, delivery charges, telephone, hardware and connection charges. All charges are non-refundable. Purchase Orders or Invoices, when provided to Subscriber, may indicate invoice frequency options. All charges are payable on net thirty-day (30) terms from the date of invoice. If any payment is not made when due, then the entire amount shall immediately become due and payable upon written notice. The Subscriber is liable for all collection and reasonable attorneys charges arising from IHS’ efforts to collect any past due amounts. IHS may impose interest on past due sums at the lesser of the maximum legally chargeable interest rate or 18% per annum or in accordance with the Prompt Payment Act, whichever is applicable. Payments by Electronic Funds Transfer (MAR I-FSS-1998) (GSAR 552.232-70) and Payments By Purchase Card (DEC 1989) (VARIATION I-MAR 1998) (GSAR 552.232-80) are incorporated herein by reference. If any price or service in the Purchase Order is subject to Subscriber's participation in any special programs, discontinuance of Subscriber's participation in those programs will cause the prices and services associated with those programs to revert to the undiscounted price. The Subscriber agrees that IHS may revise charges on sixty-day (60) written notice, prior to the end of the initial or any renewal term. The Subscriber will not receive credit or refund in any form, for any unused usage upon termination of the Purchase Order. To protect from unintentional accrual of ONLINE charges, IHS’ system may automatically log off after a set time-period of inactivity.
(6) Termination: (a) Term and Termination of your license to use the IHS Product shall be governed by the specific terms of the IHS Product-specific Purchase Order (which may also be referred to as a “POLA”) or Invoice, or, if a Purchase Order or Invoice is not issued to the Subscriber, the terms of this Agreement shall govern. Unless otherwise specified by a particular IHS Product-specific agreement, you may terminate your account or this Agreement at any time by giving written notice to IHS at the address set forth above and discontinuing all use of your account and the IHS Product. If a Purchase Order makes provision for Term renewal and so long as Subscriber is not in breach of this Agreement, this Agreement will renew for successive renewal terms equal in length to the initial term, but in no event less than 1 year, unless Subscriber provides IHS with written notice of its intent not to renew no less than 30 days prior to the end of the initial or any renewal term. Termination under this subsection will be effective 30 days from the day IHS receives notice of termination. Any attempt to terminate this Agreement less than 30 days prior to the end of the initial or renewal term will result in cancellation charges.
(b) Upon expiration or termination of this Agreement for any reason, Subscriber will (i) discontinue all use of IHS Product(s); (ii) destroy any items relating to IHS Product (including but not limited to data, software, and documentation) and purge any IHS Product data from all electronic media; and (iii) provide written notice to IHS certifying that Subscriber has complied with this paragraph. In the event of termination, you will remain bound by applicable use, confidentiality and nondisclosure and indemnity sections of this Agreement.
(7) Non-renewal: For IHS Products subject to a specific term (of years) and renewal and where stated on the Purchase Order, Subscriber may notify IHS of its intent not to renew by providing IHS with written notice no less than 30 days prior to the end of the initial or any renewal term without incurring any cancellation charges. Such request will become effective at the end of the initial term or any renewal term. If Subscriber notifies IHS of its intent not to renew in writing and such request is received by IHS less than 30 days prior to the end of the initial or any renewal term, Subscriber must pay 50% of the charges applicable to the renewal term. If Subscriber notifies IHS of its intent not to renew at any time after the commencement of the renewal term, Subscriber must pay termination charge as set forth herein. Subscriber will be subject to a termination charge of 65% of the total renewal charges for failure to provide timely notice for renewal or non-renewal as required herein, which Subscriber acknowledges is a termination fee and not a penalty.
(8) Audit: Upon reasonable notice by IHS to Subscriber, and not more than once annually (unless prior violations have been discovered), IHS may audit relevant records (and computer usage) at Subscriber’s location during normal business hours to enable IHS to ensure Subscriber’s compliance with the license.
(9) Non-Assignment or Transfer: This Agreement and the benefit of the rights granted to and the obligations undertaken by Subscriber under this Agreement may not be assigned, delegated or in any other manner transferred by Subscriber, by operation of law or otherwise, without the express prior written consent of IHS and any necessary recalculation of charges, which may be withheld in IHS’ sole discretion. Subscriber may not grant affiliates, subsidiaries or successors-in-interest any right to use IHS Product(s) hereunder without IHS’ express prior written consent, which may be withheld in IHS’ sole discretion, and an increase in charges. Any such attempted assignment, delegation or other transfer will be null and void.
(10) U.S. Government Restricted Rights: If an IHS Product is licensed or accessed by the U.S. Government or on its behalf, the IHS Product is furnished with RESTRICTED RIGHTS. Use, duplication or disclosure of the data and/or software included in IHS Product by the U.S. Government and parties acting on its behalf is governed by, and subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Any duplication authorized by Subscriber’s license must contain the appropriate legends relating thereto.
Section 4: Indemnity
The Subscriber agrees to indemnify and hold IHS, its affiliates, subsidiaries, parents and third party vendors from whom IHS has obtained marketing rights, harmless from and against any claims, damages and expenses, including legal and professional fees, arising from or in connection with all use of the Site or the IHS Product under the Subscriber's password even if the Subscriber allows some other person to use his, her or its password or the license terms and conditions.
Section 5: Disclaimer of other Warranties
IHS Products are provided “AS IS” and use of and access to the IHS Products and the Site is at Subscriber’s sole risk, and IHS DISCLAIMS, NEGATES AND NULLIFIES ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. IHS does not guarantee that access to an IHS Product will be uninterrupted, available, accessible or error free or that the Site or IHS Product will be free of infection by “viruses”, “worms”, “Trojan horses” or other contaminating or destructive properties.
Section 6: Limitation of Liability
To the maximum extent permissible under the governing law, neither IHS nor its third party providers are or shall be liable to the Subscriber or any other party in contract, tort or otherwise or for any damages, including without limitation, direct, indirect, special, lost profit, punitive, incidental or consequential damages, arising out of or in connection with this Site or the use of an IHS Product, even if advised of the possibility of such damages. Subscriber assumes the sole responsibility for its use of the IHS Products.
Section 7: Compliance with Laws
The Site and IHS Products may contain information and software that is controlled for export under applicable United States laws and regulations. IHS does not warrant that the service or information contained in the Site or IHS Products may be accessed by non-U.S., citizens or downloaded to points outside of the United States without the prior approval of the United States Government. Subscriber is responsible for compliance with applicable laws and regulations, including the U.S. laws and regulations governing export and re-export of goods and services, the Foreign Corrupt Practices Act and US anti-boycott regulations.
Section 8: Injunctive Relief
Subscriber further agrees that a breach or threatened breach by Subscriber would irreparably harm IHS in a way that could not be adequately and compensated for by damages. Consequently, IHS shall have the right, in addition to any other rights or remedies it may have arising out of the breach, to obtain temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages and without any bond or other security being required.
Section 9: Privacy Policy
This Privacy Policy is incorporated into and is a part of the Terms of Use; it describes IHS' policies and procedures for the collection and use of personal information provided by the user.
IHS may collect and use personally identifiable information directly from the user when the user voluntarily enters information during the registration process, and use of the Site may result in personal data being collected, processed and transferred to IHS entities in countries whose laws may provide only limited protection for such personal data. IHS does not sell, rent or lease its user lists or information to third parties. The types of personally identifiable information that IHS may collect include your e-mail address, internet domain, IP address, full name, title, company affiliation, address, and work phone numbers. By using or accessing the Site, the user expressly consents to any collection, processing, use or transfer of such personal data. IHS currently uses the information for the purposes of providing the user with information or products requested by the user, for providing information on extent of user, whether or not requested by user, to provide customized product and service information, and to allow the user to voluntarily participate in mailings, sweepstakes, promotions or other events. By accessing or using the Site, you also agree that you may be unable to access such information, correct inaccuracies or remove personal information. IHS will not be liable to the user or any third party for damages resulting from the use, transfer or collection of any personal information. IHS may store the content and disclose it if required to do so by law, to respond to claims that any content violates third party rights or to protect the rights, property or personal safety of IHS, the users and the public.
IHS may also disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (i) comply with legal process served on IHS; or (ii) protect and defend IHS' property rights in and to its Products, or the security or safety of its users and Site.
IHS reserves the right to collect user information via "cookies." Cookies are text files placed by a user's browser by a web server to the user's hard disk, and are an industry standard used by most major websites. They cannot be used to run programs or deliver viruses to your computer. Users have the option to set their browsers so that they have the ability to refuse cookies.
We employ security measures to protect your information from access by unauthorised persons and against unlawful processing, accidental loss, destruction and damage. We will retain your information for a reasonable period or as long as the law requires. We may store your personal information in our customer management system and may send you information about our products and services. You may opt out of receiving such information by sending a written request to IHS, 15 Inverness Way East, Englewood CO 80112, Attn: Customer Service.
If you are an individual resident in a Member State of the European Union, you acknowledge and agree that IHS may collect, use and disclose your personal data as described in this Privacy Policy and any amendments hereto. You also acknowledge and agree that IHS may transfer your personal data outside of the European Union for purposes described in this Privacy Policy. You are entitled to see the information held about you and you may ask us to make any necessary changes to ensure that it is accurate and kept up to date. If you wish to do this, please contact us. We are entitled by law to charge a fee of £10 to meet our costs in providing you with details of the information we hold about you.
If you are under 13 years of age and you wish to post or submit information to the Site, IHS requires that your parent or legal guardian send a written request to: IHS, 15 Inverness Way East, Englewood CO 80112, Attn: Customer Service.
Section 10: Entire Agreement
These Terms of Use sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any prior agreements, promises, representations, understandings and negotiations between the parties, including terms or conditions on any other purchase order issued by or to Subscriber. Any modifications, amendments, supplements to or waivers of this Agreement must be in writing and executed by authorized representatives of both parties prior to accessing the IHS Product(s). These Terms of Use may not be altered by action, inaction or course of dealing between the parties. These Terms of Use may only be altered by (a) prior written mutual agreement between IHS and Subscriber; or (b) IHS posting revisions on the Site. Where English Law applies to this Terms of Use, nothing herein shall operate to limit or exclude any liability of either IHS or Subscriber which by law it cannot exclude, including fraud and fraudulent misrepresentations. Notwithstanding anything to the contrary herein, where Subscriber has executed a written agreement with IHS and has its access governed by “single site sign-on,” the terms and conditions of such written agreement shall govern and supersede the terms and conditions of this Agreement.
Section 11: Third Party Rights
Where English Law applies to these Terms of Use, no term is intended for the benefit of any third party and neither IHS nor Subscriber intends that any term should be enforceable by a third party either under the Contracts (Rights or Third Parties) Act 1999 or otherwise.
Section 12: Notices
Any notices from IHS required or permitted will be given to you by: (i) electronic mail to your address indicated on the registration form; or (ii) conventional mail to your billing address. Any notices you are required or permitted to give to IHS may be sent to IHS, re: [name of IHS Product], 15 Inverness Way East, Englewood, CO 80112, USA. No amendment to or modification of this Agreement will be binding unless in writing and signed by IHS.
Section 13: Governing Law
The laws of the State of Colorado (for users located in the United States), or the laws of the Province of Alberta (for users located in Canada) or the laws of England and Wales (for users located outside the United States and Canada) shall govern the interpretation and disputes arising from or related to this Agreement, in each instance as though such jurisdictions’ choice of law provisions did not exist.
Trademarks/Copyright Notices
The Site may contain the copyrighted property of IHS Inc., 2005-2008, IHS Inc. and its affiliated and subsidiary companies, all rights reserved. Microsoft Windows®, Excel®, and Word® are registered trademarks of Microsoft Corporation. ESRI® is a registered trademark of Environmental Systems Research Institute. All other trademarks and service marks, unless specifically noted, belong to IHS Inc. and its affiliated and subsidiary companies.
IHS’ trademarks and service marks include but are not limited to, IHS, IHS & DESIGN, and THE SOURCE FOR CRITICAL INFORMATION AND INSIGHT; CERA; CERAWEEK; ENERGY WATCH; CAMBRIDGE ENERGY RESEARCH ASSOCIATES; WORLD OIL WATCH; ARROW DESIGN; INFORMATION HANDLING SERVICES; CAPEXPERT; IHS ENERDEQ; FIELDDIRECT; GLOBAL ENGINEERING DOCUMENTS; HAYSTACK; IHS ENERGY; IHS ENERDEQ; SUBPUMP; PERFORM; PETRA, PETRASEIS, INTERPHARM; MIPD; P2000; PETROCONSULTANTS; PETROLEUM FRONTIERS; POWERTOOLS; QUE$TOR; PETROLEUM INFORMATION; PI.
IHS’ headquarters are located at 15 Inverness Way East, Englewood, CO, 80112. IHS maintains the Site primarily through servers located in Denver, Colorado, U.S.A.
IHS’ affiliated and subsidiary companies include but are not limited to, Information Handling Services, Inc.; Cambridge Energy Research Associates, Inc.; Technical Indexes Limited UK; ESDU International plc; IHS Global International inc.; Nexdata Solutions, Inc.; IHS Energy (Canada) Ltd.; IHS Energy Log Services Inc.; Data Logic Services Corp.; Petroconsultants S.A.; Petroleum Information/Dwights LLC; Integrated Exploration and Development Services Limited; Petroconsultants-MAI Limited. Cambridge Energy Research Associates; IHS Energy (Canada) Ltd.; IHS Energy Log Services Inc.; Data Logic Services Corp.; Petroconsultants S.A.; Petroleum Information/Dwights LLC; Integrated Exploration and Development Services Limited; Petroconsultants-MAI Limited may also be referred to as “IHS Energy.” |