"Customer" means the person and/or organisation who has ordered the product. "Librairie Droz S.A." means the Librairie Droz S.A. Geneva, which invoices the Customer or the supplier of the on-line resource to the Customer. Librairie Droz S.A. is acting herein both for itself and on behalf of one or more Information Providers (collectively, the "IP").

BY ACCESSING THE PRODUCT, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement constitutes a non-exclusive, non-transferable licence to use the product and all updates, including the database(s) (collectively, the "Database"), the accompanying search and retrieval software including the documentation (collectively, the "Software") and on-line resources (collectively, the "Materials"). The Database, and the Software and the Materials (other than proportions in the public domain) are the property of Librairie Droz S.A.

Subject to the restrictions contained in Article 5 below, the Customer is hereby granted a non-exclusive licence to :

The Customer's rights are limited to itself alone and do not extend to subsidiary or parent corporations, or to any other related or affiliated organisations. Any rights not expressly granted in this licence are reserved to Librairie Droz S.A. and the IP.

The Customer shall take reasonable action to restrict and control all use of the items licenced hereunder, to enforce the restrictions contained in Article 5, and to prevent access except to those who, by the terms of its Agreement, are permitted to use the licenced items. The Customer hereby grants Librairie Droz S.A. the right to audit, during regular business hours, use of the Database to ensure compliance with this agreement.

Any e-mail assistance that Librairie Droz S.A. may provide to the Customer is provided at the sole risk of the Customer.

The terms of this Agreement shall be the period for which the Customer has paid the initial subscription fee. The term will be extended to all periods for which the Customer has paid the then current renewal fee. In the event that Librairie Droz S.A. supplies the Customer with an updated version of this Agreement, the updated version shall replace this version. Librairie Droz S.A. reserves the right to cease offering the Customer the opportunity to renew the subscription. If Librairie Droz S.A. receives a written request from the Customer to cancel a subscription within 30 days of the invoice date for such subscription, Librairie Droz S.A. agrees, upon the Customer's prompt return of the product, to credit the Customer for the amount which Librairie Droz S.A. invoiced Customer for such subscription. After the above 30-day period, Librairie Droz S.A. shall consider such requests in its discretion.

The Customer's licence fee does not include applicable taxes, customs, duties or shipping and handling charges.

THESE WARRANTIES ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH LIBRAIRIE DROZ S.A. AND IP DISCLAIM. NEITHER THE IP OR LIBRAIRIE DROZ S.A. SHALL IN ANY EVENT BE LIABLE FOR MORE THAN THE LICENCE FEE PAID (WHETHER SUCH LIABILITY ARISES FROM BREACH OR WARRANTY, BREACH OF THIS CONTRACT OR OTHERWISE, AND WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY).

Excluding claims arising out of or relating to the violation by Librairie Droz S.A. or the IP of any third party copyright, trade secrets, or trademark, the Customer agree to indemnify Librairie Droz S.A. and the IP and hold them harmless from and against any and all claims of customers, users, or other third parties arising out of or related to the use of the licenced materials, regardless of whether such claims were foreseeable by Librairie Droz S.A. or the IP.

If the Customer breaches any term of this Agreement, Librairie Droz S.A. may, in addition to its other legal rights and remedies, terminate the licence granted hereunder on 7 days' notice to Customer. Upon any termination pursuant to this Article 12, the Customer will, unless otherwise agreed to in writing by Librairie Droz S.A., forthwith return to Librairie Droz S.A. the Database, the Software, and any and all documentation pertaining thereto, and all copies thereof, and will erase all electronic storage of copies of the Software and search outputs or other authorised electronic storage. Any termination, whether or not pursuant to this Article 12, will not affect any obligation or liability of a party arising prior to termination, and the provisions of Articles 10 and 11 hereof will survive any termination.

Neither Librairie Droz S.A. nor the IP will be responsible for any delay or failure in performance resulting from any cause beyond the control.

This Agreement may not be transferred by the Customer by assignment, sublicence, or otherwise.

This Agreement will be governed by and construed in accordance with the laws of Geneva, Switzerland, without giving effect to the principles of conflict of laws thereof, and to the extent permitted by applicable law, the Customer consents to the jurisdiction of courts situated in Geneva in any action arising under this Agreement.

This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any prior Customer purchase order shall be subject to the terms hereof and that any acceptance of a purchase order by Librairie Droz S.A. shall be for acknowledgement purposes only and none of the terms set forth in the purchase order will be binding upon Librairie Droz S.A. In entering into this Agreement the Customer has not relied on any representation, promise, warranty, covenant or undertaking not expressly set forth herein, and in no event shall any such communication be deemed a part of the Agreement or otherwise legally effective.

The IP retains its rights to enforce its trademarks, copyrights, patents, trade secrets and other rights against any violation thereof.

If a term or condition of this Agreement is invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.