(a) Grant. The Subscriber is granted a non-exclusive, non-transferable,
limited license to access CariLaw. The Subscriber may use the data internally
solely in the regular course of legal and other research and related work.
The license includes the right to download and temporarily store insubstantial
portions of data (downloaded data) to a storage device under the Subscriber’s
exclusive control solely:
(i) to display internally such downloaded data and
(ii) to quote and excerpt such downloaded data (appropriately cited
and credited) by electronic cutting and pasting or other means in memoranda,
briefs and similar work product created by Subscriber in the regular
course of its research and work.
(b) Limitations. The Subscriber may not copy, download, store, publish,
transmit, transfer, sell or otherwise use the Data or any portion of the
Data in any form or by any means, except (i) as expressly permitted by this
Agreement or (ii) as allowed under the provision of the Barbados Copyright
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database or other searchable database unless permitted by this Agreement.
Subscribers shall not sell, license or distribute data (including printouts
or Downloaded Data) to third parties or use data as a component of or as
a basis for any material offered for sale, licence or distribution.
(c) Rights in Data. Except for the license granted in this Agreement,
all right, title and interest in the Data, in all languages, formats and
media throughout the world, including all copyrights, are and will continue
to be the exclusive property of the Faculty of law Library, University of
the West Indies and any contributors with whom it has an agreement.
2. Charges and Modification of Charges. Charges payable for access
to CariLaw will be as stated on the Order Form, or otherwise agreed in writing
by the parties. CariLaw charges shall commence on the date agreed to by the
Subscriber and the Faculty of Law Library on the Order Form or otherwise
in writing provided the invoice sent to the Subscriber by the Faculty of
Law Library has been paid in full.
3. Responsibility for Certain Matters. The Subscriber is responsible
for notifying the Faculty of Law Library in writing of persons to whom CariLaw
passwords are to be issued or from whom passwords are to be revoked. The
Subscriber is also responsible for all access to and use of the Database
by Subscriber’s personnel, whether or not the Subscriber has knowledge of
or authorizes such access or use.
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SPECIFICALLY PROVIDED HEREIN, THE DELIVERABLES ARE 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. THE SUBSCRIBER’S
EXCLUSIVE REMEDY AND THE FACULTY OF LAW LIBRARY AND/OR CONTRIBUTORS’ ENTIRE
LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING
TO THE DELIVERABLES WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY,
WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE
AMOUNT OF CHARGES PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY OR CariLaw FEATURE
WHICH IS THE BASIS OF THE CLAIM(S) DURING THE 12 MONTH PERIOD PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM.
IN NO EVENT SHALL THE FACULTY OF LAW LIBRARY OR CONTRIBUTORS BE LIABLE TO
SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) SUBSCRIBER’S INABILITY
OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM
SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED
BY CariLaw, OR ITS CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY
SUBSCRIBER IN RELIANCE UPON CariLaw DATA, (ii) ANY LOSS PROFITS OR OTHER
CONSEQUENTIAL OR EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING
IN WHOLE OR IN PART TO SUBSCRIBER’S RIGHTS HEREUNDER OR USE OF, OR INABILITY
TO USE, THE DELIVERABLES, EVEN IF CariLaw OR CONTRIBUTORS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING,
EDITING, WRITING, REPORTING OR DELIVERING CariLaw DATA.
FURTHER, NEITHER THE FACULTY OF LAW LIBRARY NOR CONTRIBUTORS MAKE ANY WARRANTY
THAT ACCESS TO CariLaw WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE.
NOR DOES CariLaw MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL. THE SUBSRIBER
ACKNOWLEDGES THAT PROVISION OF CariLaw ENTAILS THE LIKELIHOOD OF SOME HUMAN
AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES INCLUDING THE INADVERTENT
LOSS OF CariLaw DATA.
5. Limitation of Claims - Except for claims relating to CariLaw charges
or improper use of deliverables, no claim, regardless of form, which in any
way arises out of this Agreement may be made, nor action based upon such
claim brought under this Agreement more than one year after the basis for
the claim becomes known to the party desiring to assert it.
6. Effect of Agreement - This Agreement (which includes all applicable
order forms, any existing CariLaw agreement, current or future schedules
and additional terms, licence agreements and the like) embodies the entire
understanding between the parties with respect to the subject matter of this
Agreement and except as otherwise provided herein, supersedes any and all
prior understandings and agreements, oral or written, relating to subject
matter. Except as otherwise provided in this Agreement, the Faculty of Law
Library may amend the terms and conditions of this Agreement by giving subscriber
at least 30 days prior written or online notice. Any other amendment must
be in writing and signed by both parties.
7. Term and Termination - This Agreement and each order form will
become effective upon approval and acceptance by the Faculty of Law Library,
University of the West Indies, Cave Hill Campus and will continue in effect
until terminated by either party upon at least 30 days prior notice of termination
to the other party; provided, however, this Agreement and each order form
may not be terminated prior to one year after the first day of the month
following the day the Faculty of Law Library processes this Agreement and
the order form and any subsequent order form(s). The Faculty of Law Library
may terminate subscription to a particular service which forms part of CariLaw
if such service is no longer commercially available. The Subscriber may terminate
this Agreement immediately by giving written notice of termination after
receiving notice of any amendment (as permitted under paragraph 6) which
contains new terms that materially alter the terms of this Agreement and
are unacceptable to Subscriber. The Faculty of Law Library may terminate
this Agreement immediately upon given written notice of termination to Subscriber
if Subscriber commits a material breach of this Agreement between the parties.
The Subscriber may terminate this Agreement upon 30 days prior written notice
of giving notice of termination to the Faculty of Law Library if the Faculty
of Law Library commits a material breach hereof.
8. Force majeure - Performance by the Faculty of Law Library under
this Agreement is subject to interruption and delay due to causes beyond
its reasonable control such as acts of God, acts of any government, war or
other hostility, civil disorder, the elements, fire, explosion, power failure,
equipment failure, industrial or labour dispute, inability to obtain necessary
supplies and the like.
9. Notices - Except as otherwise provided in this Agreement, all
notices must be given in writing to CariLaw, Faculty of Law Library, University
of the West Indies, P.O. Box 64, Bridgetown, Barbados and the Subscriber
at the address on the Order Form.
10. General Provisions - This Agreement may be governed by and construed
under the law of Barbados without regard to conflict of law provisions. The
parties agree that the courts of Barbados will have exclusive jurisdiction
over any claim arising out of this Agreement and each party consents to the
exclusive jurisdiction of such courts. Neither this Agreement nor any or
any part or portion hereof may be assigned, sublicensed, or otherwise transferred
by subscriber without the prior written consent of the Faculty of Law Library.
Should any provision of this Agreement be held to be void, invalid, unenforceable
or illegal by a court, the validity and enforceability of the other provisions
will not be affected. Failure o f either party to enforce any provision of
this Agreement will not constitute or be construed as a waiver of such provision
or of the right to enforce such provision. The headings and captions contained
in this Agreement are inserted for convenience only and do not constitute
a part hereof.
Signature _________________________________
Title ______________________________________