1. Usage. Only Registered Employees are authorized to have access to the Service. The Contract between Client and Insight Iraq (Insight) grants the Client membership in Insight's Kurdistan Retainer Service and allows for a specific number of Registered Employees. For the purposes of these Terms and Conditions (Terms), the term "Registered Employee" means an individual authorized to receive or access and use the Service who is either: (a) an individual employee of the Client's organization; or (b) an individual performing the functions of an employee on a temporary basis, independent contractor or consultant, in each case who is performing work solely for the Client, and the term "Registered Employees" shall be construed accordingly.
1.1 "Licensed Products" shall mean the Service and additional Material, as defined below, for which Insight Iraq is offering a license to use and for which Client has acquired said right to use through its membership in the Service.
1.2 "Material" means all content, information, databases and data collections, diagrams, documentation, drawings, flow charts, formulas, ideas and inventions (whether or not patentable or reduced to practice), know-how, Material, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, web sites, domain names, works of authorship, and other forms of technology. "Intellectual Property Rights" means all past, present, and future right of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights in Material of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (i) through (v) of this sentence. "Intranet" means the Client's internal computer network. "Publisher" means Insight Iraq who is the owner of the Licensed Products. "Site" means Insight Iraq's website or websites, as then currently defined as the Licensed Products. References to "ordinary business purposes" in this Agreement mean the Client's own internal business management and decision-making purposes.
1.3 Registered Employees are permitted to print or download reasonable portions of the Licensed Products for the Permitted Purpose only. Where the Permitted Purpose is "ordinary business purposes", Registered Employees may, in the scope of their employment status with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to non-authorized employees of Client or in memoranda, reports, presentations, scholarly works, and articles. In all cases these insubstantial portions may only be made available in print or by secure electronic means to a limited number of individuals, and each such portion must include copyright notices (from Insight Iraq and/or third parties, as applicable) and an original source attribution, in each case, as such notice and attribution is reasonably acceptable to Insight Iraq.
1.4 Prohibited Uses. Without limitation to the generality of Section 1, neither Client nor Registered Employees are permitted, directly or indirectly, to allow any other person to use or share Registered Employees' user names or passwords, nor to allow an unauthorized user to have access to the Site. Any breach of this restriction may result in immediate termination of Client's (and all Registered Employees') access to the Service or liability for damages. Except as permitted in clause 1.3 above or by prior written consent of Insight Iraq, no portion of the Licensed Products may be reproduced or stored in or transmitted to any other web site, newsgroup, mailing list, or electronic bulletin board, or stored in electronic or print form whatsoever. Any use of the Licensed Products not specifically permitted within this Section is expressly prohibited. Requests for permission for other uses shall be subject to Insight Iraq's sole discretion and, if granted, may be subject to an additional fee.
2.1 Without prejudice to Insight Iraq's rights and remedies, Insight Iraq may cancel Client's membership (including usernames and passwords) if: (a) Client has, or any Registered Employee has breached this Agreement or acted inconsistently with the spirit of this Agreement; or (b) if Client ceases to carry on its business or has a liquidator, receiver or administrative receiver appointed to Client or over any part of Client's undertaking or assets or passes a resolution for the Client winding up (otherwise than for the purpose of a bona fide scheme or solvent amalgamation or reconstruction where the resultant entity shall assume the Client's liabilities) or a court of competent jurisdiction makes an order, or enters into any voluntary arrangement with Client's creditors, or Client becomes unable to pay its our debts as they fall due or similar in any other jurisdiction.
2.2 Notwithstanding any other provision to the contrary, Insight Iraq may cancel Client's membership and terminate Client's access to the Service at any time, without penalty, in the event Insight Iraq ceases to provide the Service.
2.3 In the event of cancellation of Client's membership: (a) Client's right to use the Service shall cease immediately; (b) a refund or credit will be paid to Client in respect of any payments made in relation to the Service, except when cancellation results from Client's breach; and (c) Client agrees to provide Insight Iraq with all outstanding payments, up to the date of termination, due (if any) to Insight Iraq, including any legal fees incurred by Insight Iraq in obtaining such outstanding payments where appropriate.
2.4 In the event the Contract between Insight and Client is terminated, the Client's (and all Registered Employees') right to access and use the Licensed Products will cease immediately.
3. DISCLAIMERS OF WARRANTIES & LIMITATIONS ON LIABILITY.
3.1 INSIGHT IRAQ MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICE, MATERIAL, LICENSED PRODUCTS, AND THE SITE, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT POSSIBLE UNDER LAW, ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY AND TITLE. IN NO EVENT WILL INSIGHT IRAQ, ITS AGENTS, LICENSORS OR AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE MATERIAL, LICENSED PRODUCTS OR THE SITE, EVEN IF INSIGHT IRAQ HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. INSIGHT IRAQ DOES NOT GUARANTEE THE ACCURACY, CONTENT, OR TIMELINESS OF THE SERVICE.
3.2 IN NO EVENT SHALL ANY LIABILITY OF INSIGHT IRAQ, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICE, EXCEED THE AMOUNT CLIENT PAID TO INSIGHT IRAQ UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM FIRST AROSE.
4. Operational Interruptions. Insight Iraq, its affiliates, and its information providers shall not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Service resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of any Electronic Delivery System (if applicable) or any electronic or mechanical equipment or communication lines, telephone or other interconnect problems, supplier problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, governmental or political unrest, governmental restrictions, and/or a hostile work environment. In such circumstances, Insight will notify Client's Registered Employees through an Operational Notice.
5. Insight Iraq's Rights
5.1 Insight Iraq reserves the right to discontinue, modify or withdraw, temporarily or permanently, the Service (or any part thereof) at any time with or without notice to Client. Insight Iraq shall not be liable to Client or any third party for any modification to or withdrawal of the Service provided that if Insight Iraq materially and permanently modifies or withdraws the Service, Insight Iraq shall give Client reasonable notice in advance of such modification or withdrawal and Client shall be entitled to terminate this Agreement.
5.2 Insight Iraq will use its reasonable endeavors to maintain the Service and to provide the Service. The Service is subject to change from time to time; in such circumstances, Insight will notify Client's Registered Employees through an Operational Notice. Client will not be eligible for any compensation because Client cannot use any part of the Service or because of a failure, suspension or withdrawal of all or part of the Service due to circumstances beyond Insight Iraq's control.
6. Confidentiality. Client and Registered Employee acknowledge and agree that during the term of Client's membership, and for a period of two (2) years following its termination, Client and Registered Employee shall treat as confidential and shall not use or disclose to any person, firm or company, the terms of its Client's membership and of the Contract between Insight and Client or any confidential information belonging to Insight Iraq, nor permit its disclosure. This obligation of confidentiality shall not apply to information which is publicly known (through no fault of Client) or must be disclosed by order of law.
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For subscription enquiries e-mail: email@example.com
For digital access enquiries e-mail:
For all enquiries via telephone:
UK: 0044 756 818 3057
Iraq: 00964 771 273 4621