Subscription Agreement for the supply of Noozz.com Ltd. Services on the Internet
(hereafter referred to as Noozz).

Definition of Noozz Services: Noozz Services ("the Services") are database, news and research services including, but not limited to, publications and databases published from time to time by Noozz and/or its Content Partners in electronic form, the contents of which relate to a variety of market sectors and territories, and which are available via the Internet.

The "content" within a database is also referred to in this agreement as "material", "intellectual property" "report" and "data". Once you, or your organization, has access to any content subject to these conditions, you are agreeing that your organisation is deemed to be aware of, and consents to, this Agreement.

Conditions of use for site visitors (not subscribers):

By using this site you signify your consent to the following conditions of use. If you do not agree to these conditions of use, please do not use the site.

Under no circumstances shall Noozz be liable for any special or consequential damages arising from the use of or reliance on information contained within this Website.

From time to time we may provide links to client or third party Websites. Whilst every effort is made to ensure that these Web sites comply with our code of standards, Noozz cannot validate their content and, therefore, accepts no responsibility whatsoever for any information contained within them.

If you should feel that any information contained within Noozz.com is in any way inaccurate or misleading, please contact us and we will undertake to review the suitability of such content.

Additional terms and conditions (subscribers):

1. SUBSCRIPTION PERIOD: You have purchased a non-transferable, non-exclusive, user license, to access those Noozz Services for which you have subscribed, for an initial subscription period of 12 months which is subject to the following terms and conditions. This Agreement shall commence upon the earlier of the date of receipt of payment by Noozz for subscription to the service, or the Services being made available by Noozz to the Subscriber and, subject to the provisions relating to early termination as set out in clause 9 to this agreement, shall continue for a period of 12 months.This contract will be automatically renewed upon the same terms and conditions for a further 12 months, and annually thereafter, unless notice to terminate is received in writing by Noozz not less than 30 days from the expiry of the initial period.

2. AVAILABILITY OF SERVICES: Noozz will use reasonable endeavors to ensure that the Services will be made available to the Subscriber 24 hours per day throughout the subscription period (“normal service availability”). However Noozz reserves the right:
(a) to vary the normal service availability in any way provided it gives the Subscriber 48 hours notice of its intention to do so and
(b) to suspend the Services temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of Noozz. In the event of any such variation or suspension of Services, Noozz will use all reasonable endeavors to resume normal service availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.

3. AUTHORISED USE OF SERVICES: Access to the Services is restricted and will vary dependent upon the access rights purchased by the Subscriber. However the following shall apply:

Noozz shall restrict access to the Services by providing the Subscriber with a Noozz Account accessed by user ID and password or other identification method.

The Subscriber acknowledges that where applicable Noozz Accounts may be restricted from accessing certain areas of the database incorporated within the Services. The Subscriber shall, within 14 days of the departure of any Noozz Account holder from the Subscriber's organisation, inform Noozz of this fact by fax or email, to enable the Account to be disabled, unless agreed otherwise, and the Subscriber acknowledges that failure to do so will lead to a continuing liability for damages incurred by that individual if he/she continues to use the Services.

The Subscriber undertakes to assume full responsibility for restricting access to and ensuring the confidentiality of its passwords and acknowledges it may be liable for loss of sales revenue caused by unauthorised third party use of its Passwords or other identification method.

In the event that the Subscriber becomes aware of any unauthorised use of its Passwords it shall notify Noozz immediately and provide Noozz with all such details as it shall have available to it relating to any such unauthorised use.

Subscribers may not frame, or hypertext link directly to Content on Noozz.com without the prior written consent of Noozz.com.

The Subscriber also warrants that:
(a) it shall ensure that any user name, password or other identification measure employed to access the Services is not disclosed to any person other than the persons authorized to access the same; and
(b) all authorized persons will use the Services only in accordance with this Agreement.
(c) it will endeavour to ensure that its information technology systems are secure and not capable of penetration (including by 'hacking' or physically) by unauthorised persons and that all data derived from the Services shall be kept secure; and
(d) it shall comply with all applicable laws and regulations relating to the activities contemplated under this Agreement, in particular the Data Protection Acts 1984 and 1998.

4. MERGERS AND OR ACQUISITIONS BY THE SUBSCRIBER: Should the Subscriber acquire or merge with a business entity who is also a Subscriber to Noozz then both agreements shall run to the end of their respective subscription periods and be renegotiated at that time.

5. TECHNICAL SUPPORT: Noozz shall provide the following technical support services:

a 'Helpline' and ‘Email support’ for the provision of technical advice within the hours of 08:30 am to 5:30 pm GMT (or as adjusted for daylight saving) to Subscribers only.

6. OWNERSHIP OF INTELLECTUAL PROPERTY:

(1) The Subscriber acknowledges that:

(a) all Intellectual Property Rights (IPR) are owned by Noozz or third parties;
(b) that it does not have any IPR nor any other proprietary interests in the Services, or in any data or material contained in it; and
(c) except as expressly permitted in this Agreement, nothing herein shall be taken as conferring by implication, or otherwise any licence or right to use any IPR in the Services without the prior written approval of Noozz or third parties who may own such IPR.

(2)The Subscriber undertakes that it will not copy, reproduce, print or store in any manner, extract or transmit in any form or otherwise deal with in any way, the whole or part of the data, materials or information contained in the Services except as provided in sub-clauses (4) (a.) and (b.) below.

(3) Unless otherwise agreed in writing in advance by Noozz, the material (in whole or in part) may not be sold, nor passed on, communicated or disseminated in any form, nor access granted to it, to any third party not covered by this Agreement.

(4)The Subscriber may only use the Services for its own business or internal purposes as follows:

(a.) It may only print or download material for ease of use or reference, and hereby agrees to limit access to one password holder unless otherwise agreed in writing, and upon payment of additional fees to Noozz.

(b.) distribute copies in paper and/or electronic form of material so long as all copies made are distributed within the immediate organisation of the Subscriber.

(c.) Not withstanding the above, the Subscriber may in addition use an Extract of the material, to which it subscribes, solely for the purpose of endeavouring to secure new business opportunities for itself (a Pitch). An Extract is defined as the lesser of 2½% of any single report and 25% of a section within any single report or less than 10 new product database records per Pitch. All such extracted material must be sourced to Noozz.
Wherever possible all material distributed shall include the following notice: "This material is licensed under the terms of the NOOZZ SUBSCRIPTION AGREEMENT. All Rights Reserved."

The Subscriber may further digest and analyze findings from Noozz publications, for internal circulation only.

The Subscriber, (or any subsequent user, whether licensed or unlicensed), will not place financial reliance upon any figure, statement or inference contained within any Noozz reports or intellectual property, or invite investment from others, without first obtaining the written consent of Noozz company secretary so to do. In the event that the Subscriber (or any subsequent user, whether licensed or unlicensed) does not follow this procedure, it (or any subsequent user, whether licensed or unlicensed) agrees to fully and effectually indemnify Noozz against any claims, howsoever arising.

7. PAYMENT: The Subscriber undertakes to pay for the supply of the Services for the initial and any subsequent 12 month periods of the Agreement in accordance with clause 1 above, and the Subscriber undertakes to settle any invoices issued by Noozz in respect of the Services within 30 days of receipt. Failure to settle in full on these terms may lead to the imposition of interest charges upon the Subscriber at such rate at 3% above LIBOR, or Noozz will cancel the subscription immediately. Noozz cannot accept cancellation of a confirmed order for a subscription, whether the order was placed in writing or verbally. Furthermore, Noozz will not provide a refund once a subscription has been made available to the subscriber. The Subscriber shall keep all records necessary to enable the verification of its compliance with this Agreement and all restrictions contained therein. Noozz and its auditors shall have access to and the right to examine the Subscriber's records during business hours and to conduct an audit to verify the Subscriber's compliance with this Agreement provided there is reasonable evidence of noncompliance.

8. LIMITATION ON LIABILITY:
(a) Whilst Noozz aims to ensure that material contained within the Services is accurate and complete, Noozz gives no warranty, express or implied, that the material supplied as part of the Services is suitable for any particular purpose, nor that it is complete, correct, or up to date.

(b) Noozz will use all reasonable efforts to ensure that the Services and any software relating thereto provided by Noozz will perform in accordance with any Noozz user guide that is available. In the event of an established failure of the Services, Noozz obligation shall be limited to using its reasonable efforts to remedy any deficiencies in the relevant Services, or at its option, to canceling, crediting or refunding all charges due from the Subscriber in respect of any period for which the Services have failed to perform correctly. The obligation to correct defects or cancel, credit or refund a proportionate part of the charges described above shall constitute the full extent of Noozz liability in respect of any loss or damage sustained by the Subscriber whether caused by breach of this Agreement, misrepresentation, negligence of Noozz (or its employees or agents) or from any other cause, and in particular, Noozz shall not be liable for any consequential, economic or other direct or indirect loss (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by the Subscriber, provided that if for any reason this provision is invalid or unenforceable, the maximum aggregate liability of Noozz shall not exceed the total annual charges payable by the Subscriber for the Services. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury.

9. TERMINATION: Each party may terminate this Agreement by serving notice in writing at any time no later than 30 days prior to the end of the initial 12 month period as defined in Clause 1, or any subsequent renewal period. Noozz may terminate this Agreement with immediate effect, without notice, in the event that the Subscriber has defaulted in the performance of any material provision contained in this agreement and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the defaulting party.

Termination of this Agreement for any reason shall not affect Noozz right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.

10. CONFIDENTIALITY: The Subscriber undertakes to keep confidential and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to Noozz, disclosed by Noozz or received by the Subscriber pursuant to or in the course of this Agreement ("Confidential Information").
The Subscriber undertakes to disclose Confidential Information of Noozz only to those of its officers, employees, agents and contractors to whom and to the extent to which disclosure is necessary for the purposes contemplated under this Agreement.
The above obligations of confidentiality and non-use shall not apply to information or material:
(a) which is named by the Subscriber prior to receipt from Noozz as evidence by documents in the possession of the Subscriber at the time of disclosure;
(b) which, after receipt from Noozz, is disclosed to the Subscriber by a third party having the legal right to do so;
(c) which is available to the public at the time of receipt of Noozz; or
(d) which becomes available to the public after receipt from Noozz through no fault of the Subscriber.

11. FORCE MAJEURE: No party shall be liable to the other for the delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, explosion or civil commotion.

12. WAIVER: No forbearance or delay by Noozz in enforcing its rights will prejudice or restrict the rights of Noozz, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

13. NO ASSIGNMENT: The benefit of this Agreement may not be assigned in whole or in part by the Subscriber without the prior written consent of Noozz.

14. ENTIRE AGREEMENT: This Agreement, along with the “Offer Letter” if applicable, constitutes the whole Agreement between Noozz and the Subscriber relating to Noozz Services and supersedes and replaces all prior Agreements and arrangements of whatever natures relating thereto. For the avoidance of doubt, Noozz is hereby giving notice that subscriptions provided previously under different contractual arrangements will continue under those earlier terms until the earliest termination date provided, whereupon the terms and conditions of this agreement will prevail for any continuation of Service thereafter.

15. INVALIDITY: If any part of this Agreement shall be held unenforceable the rest of the Agreement shall nevertheless remain in full force and effect.

16. NOTICE: Any notice or other communication given or made under or in connection with this Agreement shall be in writing and shall be deemed to have been received within 24 hours following the confirmed receipt of an email, fax, or registered letter.

17. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of England.

18. ADDITIONAL CONSTRAINTS REQUIRED BY Economist Intelligence Unit (EIU)

18.1 PERMITTED USERS: You may display the EIU Information on the screen of a terminal and print one copy of such Information for your non-commercial use. You may also print or download reasonable portions of the Information for use in carrying out your own business management and decision-making purposes. You may, on an occasional and irregular basis, provide insubstantial portions of the Information in memoranda, reports and presentations provided that these insubstantial portions are only made available in print or by secure electronic means to a limited number of individuals within your organization. You must include copyright notices of The Economist Intelligence Unit Limited and its affiliates and suppliers and original source attribution whenever providing any portion of the Information to any other person.

18.2 PROHIBITED USERS: This license is for a single user. Except as expressly permitted in clause 18.1, you may not, directly or indirectly, allow any other person to use or share your user name or password, or to have access to the Information. Any breach of this restriction may result in immediate termination of your access to the Information and/or liability for damages. Except as expressly permitted in clause 18.1, you may not (i) reproduce or store in or transmit to any other web site, newsgroup, mailing list, electronic bulletin board, local area or wide area network or regularly or systematically store in electronic or print form, all or any part of the Information or (ii) modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Information (including use as part of any library, archive or similar service) without the prior written consent of EIU. Any use of the Information not specifically permitted by this Section 1 is expressly prohibited. Requests for permission for other uses may be sent to Louis Celi, Managing Director, EIU Electronic, 111 West 57th Street, New York, NY 10019 or by email to louceli@eiu.com, and may be subject to a fee.”