TERMS AND CONDITIONS

1. SOFTWARE LICENCE

1.1 Grant
Supplier grants Customer a non-exclusive, non-transferable, limited licence to use for the number of Users at its licensed Site(s), the Software (both number of Users and licensed Site(s) are specified in the applicable ordering document), in object code only, in Customer’s normal course of business

1.2 Copying
Customer may not make copies of the Software

1.3 Other Restrictions
Customer may not publish, transmit, retransmit, disseminate, broadcast, circulate, sell, resell, loan, lease, distribute or transfer Software or copies to third parties, nor reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Software. Customer may not use Software, nor allow Software to be used, to provide data management or processing services for third parties. Customer may not reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying Documentation, or modify, translate or otherwise create derivative works of the Software. Customer agrees to notify its employees and agents who may have access to Software of the restrictions contained herein and to ensure their compliance with these restrictions.

2. CHARGES

The Charges payable by Customer for use of the Software will be as specified in the applicable ordering document and will cover the Software licence, maintenance, and support services

3.DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

3.1 Warranties
The Software is provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness and delays. Customer agrees that outputs from the Software will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.

3.2 Exclusion of liability
3.2.1 Neither Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access to any Software will be uninterrupted, secure, complete or error free.
3.2.2 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the Software.
3.2.3 Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the Software.

4. CUSTOMER DISPUTE RESOLUTION PROCEDURES

4.1 The Parties agree that any controversy or discrepancy arising from this Agreement or related to the content, interpretation, scope and effects thereof that can not be resolved through direct treatment between them within fifteen (15) business days of notification of the existence of the respective Controversy or discrepancy by one Party to the other shall be settled by arbitration in law by an Arbitral Tribunal composed of three (3) members. Each Party shall designate a member of the tribunal within fifteen (15) calendar days of receipt of the respective request for arbitration of the other Party and the members designated by the Parties within fifteen (15) calendar days If appointed, shall appoint the third member to preside over the tribunal. In the event that the Parties or the arbitrators, as appropriate, do not make the respective designation within the aforementioned period, appointments shall be made, at the request of any of the Parties or the arbitrators, in accordance with the Arbitration Rules of the Chamber Of International Commerce (International Chamber of Commerce (ICC)). The arbitration process will be processed in the Chamber of Commerce of Pannsylvania in United States , in English language, and in accordance with the Rules of the Chamber of Commerce of Pennsylvannia.

5.TERMS OF USE

5.1 We may, at any time, and at our sole discretion, modify these Terms & Conditions of Use, with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of our Service, Software and this Site following any such modification constitutes your acceptance of these modified Terms.