QUOTEPOWER-WEB SERVICE AGREEMENT
1.2 Notice to Subscriber
"Content" includes without limitation any content, software, data, information, messages and all textual, audio, video, still image, graphical and other contents or materials that can be accessed by or through the Service;
"Sources" means all Content suppliers including but not limited to The Stock Exchange of Hong Kong Limited and other exchanges and specialist data providers whose Content is contained with the Service;
"Login ID and Password" means any unique personal identifiers issued by QPI to the Subscriber for gaining access to the Service;
"Fees" means any subscription fee which is payable by the Subscriber associated with the Subscriber's use and/or access to the Service together with such other third party charges, access fees and other fees and charges as may be charged by QPI from time to time, and whether or not as agent, for the Subscriber's use and/or access to the Service (and any other person's use and/or access to the Service where such person was able to access the Service by using the Login ID and Password) and/or the on-line delivery of Content;
"Service" means the on-line service provided by QPI as part of QuotePower-Web which the Subscriber wishes to access via the Internet and/or the World Wide Web;
"Subscriber" means any company, firm, partnership or individual represented on the Subscription Form as the recipient of Service;
"Termination Date" means the date (after the subscription period) on which the Service is not made available to the Subscriber.
2. LICENSES AND MUTUAL OBLIGATIONS
2.1 Obligations of QPI
2.1.1 In consideration of Subscriber paying to, and QPI receiving, all sums due and owing under this Agreement, QPI shall grant to Subscriber a non-exclusive non-transferable limited license to access the Service in accordance with the terms and conditions of this Agreement and subject to any and all copyright notices or restrictions applicable to the Service and its Content and such license shall not permit local area network or wide area network distribution of Content and is for individual use only.
2.1.2 QPI shall authorize for each Subscriber one Login ID and Password for access by Subscriber to the Service.
2.1.3 QPI reserves the right at all times to (i) immediately suspend the Subscriber's access to the Service without notice, where QPI is of the opinion that the Subscriber has breached any of the terms contained in this Agreement or that such action is appropriate, desirable or necessary in the reasonable opinion of QPI; (ii) amend the Fees or introduce new fees or amend any of the terms and conditions of this Agreement which amendments shall be notified to the Subscriber by posting them on-line and which shall take effect 7 days after any such posting is made.
2.1.4 QPI may, at its absolute discretion and at any time, add, amend or remove, without prior notice to Subscriber, alter the presentation, substance, functionality of any Content.
3. Obligations of Subscriber
3.1 The Subscriber agrees that the Subscriber will pay all Fees due to QPI in accordance with the terms of this Agreement and in the case of monthly payment, the Subscriber hereby authorizes QPI to debit its credit or charge card with the amount of any Fees which are due from time to time.
3.2 QPI collects from Subscriber all royalties and fees imposed by Sources which supply data to Subscriber. Subscriber understands that the fees charged by such Sources may change from time to time and agrees to pay the effective amount incurred during the subscription period.
3.3 Subscriber shall inform QPI within 10 days of any change in name, address or billing information provided by Subscriber to QPI to use the Service.
3.4 Subscriber hereby acknowledges that the Service and the Content are proprietary to and/or the copyright of QPI and/or QPI's holding companies, subsidiary companies or associated companies and/or Sources and are for use solely by the Subscriber, and the Content provided by the Service may not be copied, manipulated, republished or redistributed to third parties in any form by any means without the prior written consent of QPI and, where necessary, the Sources.
3.5 Subscriber shall forthwith notify QPI in writing of any misuse of, or infringement of, the copyright of any Content.
3.6 The Subscriber will not trespass, break into, access, use or attempt to trespass, break into, access or use any other parts of QPI's servers, its Content and/or any data areas for which the Subscriber has not been authorized by QPI.
3.7 The Subscriber shall not assign, transfer or sub-license all or any part of it's rights or obligations under this Agreement.
4. DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY
4.1 Disclaimer of Warranty
4.2 Limitations of Liability
4.2.1 Neither QPI nor the Sources shall be liable to Subscriber or anyone else for any direct, indirect, consequential or incidental loss, cost or damage, nor any special or punitive damage, or injury caused in whole or in part by QPI's or the Sources' negligence in procuring, compiling, interpreting, editing, reporting or delivering any Content. In no event will QPI or the Sources be liable to Subscriber for any direct, consequential, incidental, special or punitive damage, including any lost profits or lost savings, or for any third party claim of any nature whatsoever related to the Service or its use.
4.2.2 Notwithstanding the foregoing, QPI's total liability for damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will in no event exceed the Subscription Fee paid by Subscriber to QPI under the terms of this agreement for a period of Six Months.
4.2.3 Subscriber will indemnify QPI and the Sources, their servants and agents, and hold QPI and the Sources, their servants and agents, harmless against all claims, liability, losses, damages and expenses, including, without limitation, legal fees and costs arising out of or incurred as the result of any claims made, or litigation brought, against QPI and the Sources, their servants and agents, as a result of the use by Subscriber of the Content or part thereof.
5. TERM AND TERMINATION
5.2 Termination and Effect
5.2.1 The Subscriber may terminate this Agreement at any time on the giving of one month's prior notice to QPI. The Termination Date will be one month after the next renewal day of the current subscription period.
5.2.2 QPI may terminate this Agreement forthwith at any time by notice to the Subscriber if the Subscriber breaches any term of this Agreement or if the Subscriber's use of or actions in connection with the Service are inappropriate in the reasonable opinion of QPI.
5.2.3 Upon the effective date of termination of this Agreement (i) all licenses and other rights and privileges granted to the Subscriber under the terms of this Agreement shall forthwith cease; and (ii) the Subscriber will not be entitled to a refund of any Fees which have been paid in advance on the termination of this Agreement.
6.3 Entire Agreement
6.4 Personal Data
6.5 Governing Law and General Provisions