National Rail Fares CD-ROM (NFM 04) - Terms & Conditions Agreement
By downloading the data file (the "Data") made available by ATOC Limited (the "Licensor") on behalf of its train operating company members ("TOCs") you (the "Licensee") agree to be bound by the terms and conditions set out below (the "Licence").
The Licensor hereby grants to the Licensee a personal, non-exclusive, non-transferable licence to use the Data for the Licensee's personal use in accordance with and subject to the terms and conditions of this Licence.
2. Use of the Data
2.1. The Data is for the personal use of the Licensee. The Licensee may not without the written consent of the Licensor publish the Data or any information containing or derived from the Data.
2.2. The Licensee shall immediately cease using the Data or any part of it in the event of a claim by a third party that such use infringes the rights of that third party.
2.3. The Licensee shall not alter the Data in any way which would cause it to be inaccurate.
3. Limitation of Liability and Indemnity
3.1. The Data is made available to the Licensee on an "as is" basis and the Licensor makes no representations or gives no warranties in relation to the Data, including but not limited to accuracy, the satisfactory quality for purpose, merchantability or any other matter associated with the Data. The Licensor expressly excludes any and all implied and statutory warranties and terms to the maximum extent permitted by law.
3.2. The Licensee shall indemnify, hold harmless and defend the Licensor in respect of all damages, costs and expenses, including reasonable legal fees and litigation expenses arising out of or as a result of any breach of the terms of this Licence in connection with the Licensor's use of the Data.
3.3. The Licensor's liability to the Licensee under this Licence shall be limited to the sum of the Licence Fee except in respect of fraudulent misrepresentation or death or personal injury resulting from the negligence of the Licensor.
4. Rights and Ownership of the Data
The copyright and all other intellectual property rights of whatever nature in the Data together with any media that it is supplied on will, remain the exclusive property of the owners.
5. Term and Termination
5.1. This Licence shall commence on the date hereof and continue in force for the duration of the validity of the Data.
5.2. The Licensor shall be entitled to terminate the Licence without liability at any time if the Licensee commits a breach of any of its obligations under this Licence.
5.3. The Licensor shall be entitled to terminate the Licence without liability at any time if the Licensee brings the Licensor or the passenger rail industry into disrepute.
5.4. The Licence will terminate in relation to any part of the Data in respect of which the Licensor obtains rights from any third party upon the termination or expiry of the right for the Licensor to receive and sub-licence such data.
5.5. The provisions of Clauses 2, 3 and 6 shall survive the termination of this Licence and any accrued obligations of the parties up to and after the effective date of termination will continue to exist.
6.1. The failure to exercise or delay in exercising a right or remedy under this Licence shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Licence shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
6.2. The Licensee confirms that it has not relied upon any representation or warranty as to the accuracy of the Data or any other matter except insofar as such representation or warranty is expressly set out in this Licence.
6.3. Any notice or other communication under or in connection with this Licence shall be in writing and shall be delivered personally.
6.4. This Licence shall be governed and construed in accordance with the laws of England and subject to the exclusive jurisdiction of the English courts.