1. Summary
The NIA Regulatory Monitoring Database (the Database) is a service produced and licensed by the Nanotechnology Industries Association (the Licensor). This page records the Terms and Conditions under which the Licensee may use the NIA Regulatory Monitoring Database.
2. Definitions
"the Licensee" means the organisation or person entering into this agreement with the Licensor.
"the Intellectual Property" means all intellectual property associated with the database including copyright, database rights, and know-how.
"the Database" means the NIA Regulatory Monitoring Database, which is produced and owned by the Licensor, as well as any associated data provided by the Licensor.
"the Data" means all data provided by, and entered into, the Database.
"Restricted Documents" means any documents that are not available to non-NIA members.
3. Conditions
3.1. Use of the Database is subject to these Terms and Conditions and no variations shall be deemed effective unless accepted in writing by a Director of the Licensor.
3.2. The Licensor reserves the right to amend these Terms and Conditions when required and will inform the Licensee of any changes in the 72 hours following the modifications. The Licensee may choose to accept the new Terms and Conditions and pay the subsequent licence fees, or reject them by giving 30 days’ notice of termination.
3.3. Use of the Database confers no ownership rights upon the Licensee of the Intellectual Property and only licences rights in the Intellectual Property solely to the extent granted by these Terms and Conditions.
3.4. Acceptance of the Terms and Conditions of this agreement is signified by the placing of any order by the Licensee for use of the Database.
3.5. The Licensor will take all reasonable steps to ensure the integrity and availability of the Data but accepts no responsibility for any damages caused by its unavailability, loss or corruption for any reason.
3.6. This agreement shall come into force as soon as any order for the Database is received from the Licensee and accepted by the Licensor and shall end, except for residual duties of confidentiality, when the agreement is terminated for any reason.
3.7. Unless by prior agreement, licences must be limited to employees of the Licensee.
4. Duties of the Licensor
The Licensor shall:
4.1. Provide email support for the Licensee to access and use the Database and the Data during normal working hours in Belgium.
4.2. Make reasonable efforts to ensure continual system availability for 24 hours every day of the year.
5. Duties of the Licensee
The Licensee shall:
5.1. Pay licence fees in full and on time.
The Licensee shall not:
5.2. Attempt to gain access to facilities or additional user accounts not already paid for by the licence fee.
5.3.Divulge, or allow to be divulged, to any person any Confidential Information other than to authorised employees of either party, unless required to do so by law.
6. Licence Fees and Payment
6.1. Annual access to the database is sold to licensees for EUR 2,500 (two thousand five hundred). NIA Affiliate Members are eligible for a discount on the fee for the database equal to the cost of their annual membership fee. The database it is provided free of charge to NIA Corporate and Associate Members.
6.2. The payment of the licence fee grants access to the database. It shall not grant access to the documents and website pages that are exclusively accessible by all NIA Members (Corporate, Associate and Affiliate).
6.3. Licence fees for use of the Database shall be paid for in advance by the Licensee with an acceptable credit or debit card. The licence fee may be paid in advance by invoice and BACS or SWIFT payment, by prior agreement.
7. Termination
7.1. Termination of the licence by the Licensee may take place at any time. Access to the Database and the Data shall cease on the termination date.
7.2. No refund will be provided on termination against any advance payment unless termination is effected by the Licensor.
7.3. Under certain circumstances the Licensor reserves the right to suspend or terminate the service without notice. These circumstances are where:
- the Licensee enters or petitions for bankruptcy, or petitions a court for protection from creditors.
- the Licensee fails to pay licence fees by the due date.
- the Licensee breaches the intellectual property or confidentiality rights of any third party.
- the Licensor is obliged to terminate service by law or by court order.
- any event occurs which unavoidably prevents normal operation of the Server, the Database or availability of the Data.
8. Liability
The Database and any of the data provided by the Licensor (and any third party products, data or services) is provided on an "as is" basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, merchantability, compatibility, security and accuracy. In no event will the Licensor be liable for any damages including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortious action, arising out of, or in connection with the use of the Database.
9. Force Majeure
In case of any non-performance caused by circumstances beyond its control, including fires, floods, earthquakes, wars, strikes, riots, civil commotions, terrorism, epidemics, infrastructure failure, malicious code and denial of service attacks, the Licensor reserves the right to suspend availability of the Database without notice.
10. Confidentiality
All information not already in the public domain shall be considered confidential. The duty of confidentiality shall survive the termination of this agreement by a period of three years.
11. Ownership
The Licensor asserts all relevant intellectual property rights to the Database and any data supplied by the Licensor.
12. Miscellaneous
12.1. Assignment of Agreement: Rights and obligations under these Terms and Conditions may not be assigned, sub-licensed or otherwise transferred.
12.2. Notices: Notices to the Licensor must be given in writing by letter and sent to the Licensor's last known registered office.
12.3. Severability/Survival/Statute of Limitations: If any provision of these Terms and Conditions is invalid or unenforceable, such will not render all the Terms and Conditions unenforceable or invalid but rather the Terms and Conditions will be read and construed as if the invalid or unenforceable provision(s) is not contained therein. Any cause of action of yours with respect to these Terms and Conditions must be filed in a court of competent jurisdiction in Brussels, Belgium, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.
12.3. Whole Agreement: Save as expressly referred to herein, any representation, warranty, term or condition not expressly set out in these Terms and Conditions shall not apply.
12.4. Headings: Headings in these Terms and Conditions are for convenience only and have no legal meaning or effect.
13. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by, and construed in accordance with, Belgian law. The parties irrevocably agree that the courts of Brussels shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms and Conditions or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the Brussels courts.
For the exclusive benefit of the Licensor, the Licensor shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms and Conditions are entered into in the course of your trade or profession, the country of your principal place of business.
