Terms of Use

Access to IHS' Products is subject to the following terms and conditions ("Agreement"). By accessing IHS' Products you accept and agree to be bound by this Agreement.

1. DEFINITIONS
1.1 "Authorized User(s)" means full- or part-time employees of Client and those Client contractors who are required to access a Product solely for the purpose of assisting Client's use of the Product for its internal business purposes only. Client will be fully liable and responsible for the acts and omissions of its Authorized Users.

1.2 "Concurrent Users" applicable only to certain Products, means the number of Authorized Users at any Site who may access the Product at the same time as set forth in the Order Confirmation. Additional Concurrent Users will affect Client's Fees.

1.3 "Directory Products"means IHS's proprietary database or any part thereof, including without limitation, details of particular company/organisation, key personnel, financial/statistical information, products/services description, organisational structure and any other information pertaining to the such company(s)/organisation(s) operating in various industrial sector.

1.4 "Documentation"means the user guides and manuals provided by IHS to Client for use with a Product, if any.

1.5 "Expenses"means all reasonable and documented expenses, if any, incurred by IHS in providing specific Products to Client, (including, without limitation, media and shipping charges, accommodation and meals communications and/or administrative charges, courier and travel costs, if applicable) and for which Client is obligated to pay IHS.

1.6 "Enterprise-Wide License"applicable only to certain Products, means that Client has purchased access to Products throughout Client's locations, including through proxy or community access from a variety of locations, and that an unlimited number of Authorized Users may access the Product at the same time. Client acknowledges that the Enterprise�Wide License creates additional risk of misuse and abuse and that IHS' pricing reflects this increased risk.

1.7 "Site"means those Client locations whose addresses are specified in the Order Confirmation.

1.8 "Fees"means the money due and owing to IHS for Products provided, as set forth in the Order Confirmation. Fees are exclusive of Expenses and taxes, which will be charged separately to the Client. If the initial term as set out in the Order Confirmation is more than 12 months, IHS reserves the right to modify the Fees after the expiry of the initial 12 month subscription period anytime by providing at least 45 days prior written notice to the Client; provided such change will occur no more than once in any 12 month period.

1.9 "IHS Affiliate"means any entity that owns, is owned by or is under common ownership of either a holding company or any of the subsidiaries of IHS. IHS Affiliates are not deemed to be subcontractors for any term or condition hereunder that relates to the use of subcontractors.

1.10 "Order Confirmation"includes the order form or confirmation email or any other document which IHS sends to Client to confirm that IHS has accepted the Client's order and which identifies the name of the Client, Product(s) being supplied, delivery information, Fees and any terms or conditions unique to the particular Product to be supplied hereunder. Only on IHS sending the Order Confirmation will IHS and the Client be entering into a binding contract.

1.11 "Product(s)"means all information (including without limitation data, databases, standards, photographs and well logs) provided by IHS to Client, online or through disk(s) and includes Directory Products. Products also include any web tools, search engines or software that are incorporated into CDs or DVDs or that can be used by Client when accessing Products via the Internet and IHS website.

1.12 "Site License"applicable only to certain Products, means that Client's access to the Product is restricted to the Sites listed in the Order Confirmation. Proxy or community access from off-Site locations to the Site(s) is strictly prohibited, except where expressly permitted by IHS in writing. Additional Sites will affect Client's Fees. Client acknowledges that Fees for Site Licenses are based on the specific access restrictions to them.

1.13 "User License"applicable only to certain Products, means Client has access to the Product limited to number of Authorized Users specified in the Order Confirmation.

2. FEES
>2.1 IHS will invoice Client for all Fees and Expenses as set forth in the Order Confirmation in advance for licensing the Products under this Agreement, such Fees and Expenses are quoted in the currency set forth in the Order Confirmation and Client must pay in said currency. Except as otherwise stated herein, Fees for Products are not refundable.

2.2 Client will pay IHS the Fees and Expenses set forth in the Order Confirmation within 30 days from date of an invoice issued to Client by IHS. Any payments not received by IHS when due will be considered past due, and IHS may choose to accrue interest at the rate of five percent (5%) above the European Central Bank "Marginal lending facility"rate. In addition to all other rights, IHS, in its sole discretion, may discontinue the provision of Products if Client does not pay any invoice within the cure period provided in section 9 of this Agreement. Client has no right of set-off.

2.3 For all Products provided hereunder, delivery is deemed to occur and risk of loss passes when IHS provides access codes to Client that allow Client to access or to take immediate possession of Products, whichever occurs first.

2.4 All Fees and Expenses specified in this Agreement are exclusive of and Client is solely responsible for payment of all value-added, sales, use, import, duties, customs or other taxes applicable to the providing of Products under this Agreement, except for any taxes assessed upon the income of IHS. To receive tax exempt status, Client must submit applicable documentation proving tax-exempt status to IHS prior to IHS issuing the first invoice. Client must pay the said taxes invoiced prior to receipt by IHS of such documentation.

3. TERM & RENEWAL
3.1 Unless sooner terminated in accordance with the provisions of this Agreement, the initial term of this Agreement commences from the Product subscription start date and continues for a period as set forth in the Order Confirmation.

3.2 So long as Client is not in material breach of this Agreement, the initial term will automatically renew for successive renewal terms of 12 month period, unless Client provides IHS with written notice of its intent not to renew at least 30 days prior to the end of the initial or any renewal term.

3.3 If Client attempts to terminate this Agreement or any Product subscription set forth in the Order Confirmation during the term, any Fees payable under this Agreement for such period will be invoiced by IHS in full. Where Client has already paid the Fees in advance any Fees relating to unused period of the term shall be forfeited.

4. LICENSE/AUTHORIZED USE/INTELLECTUAL PROPERTY RIGHTS
4.1 IHS grants to Client under this Agreement the type of license (Site License, Enterprise-Wide, User License ), for each of the Products, as set forth in theOrder Confirmation and for the term set forth therein. Certain Products are not eligible for Enterprise-Wide Licenses. Any License granted hereunder is a nonexclusive, nontransferable, revocable license allowing Client to use the Products in the specified media and accompanying Documentation (if any), for Client's internal business use only for the term specified herein or in any Order Confirmation. The licenses granted herein are personal to Client and its Authorized Users only.