LICENSED AGREEMENT




LICENSED AGREEMENT

This Licence Agreement relates to the supply of Licensed Products by International Shari’ah Research Academy for Islamic Finance (ISRA) and its associated companies. Any reference to “we”, “our” or “us” hereinafter appearing shall be read as referring to ISRA and any reference to “you” as referring to its customers.

 

No order shall be binding on nor deemed accepted by us and no contract shall be formed until our approval and acceptance of the Order has been communicated to you.

ISRA (LICENSOR) grants to the Customer (LICENSEE) the non-exclusive and non-transferable right to access and use all the information provided by the LICENSOR on-line called I-FIKR found at http://ifikr.isra.my/ throughout the subscription period for the purposes of research, teaching, and private study, in accordance with the following terms and conditions:

1. DEFINITIONS

"AUTHORISED USER" means any user permitted by the LICENSEE under contract with the LICENSEE to access the DATABASE;

"DATABASE" means all the information provided by the LICENSOR on-line called I-FIKR found at http://ifikr.isra.my/;

“LICENSED PRODUCTS” means each of the Online Products and/or services of the Database;

“ONLINE PRODUCTS” shall mean all the information provided by the LICENSOR, including and not limited to the publication of books, journals, bulletins, fatwas, proceedings and any other material provided;

"ON-SITE" means the facility operated by the LICENSEE;

“ORDER” means an order which is submitted to us by a subscription form, e-mail, proposal agreement or in any manner prescribed by us for one or more online products and/or services.

"REMOTE" means any facility not operated by the LICENSEE.

2. LICENCE

(a) The LICENSEE is authorised to provide ON-SITE access to the DATABASE to any employee, student, registered or walk-in patron or other person affiliated with, or permitted to use the facilities of the LICENSEE and REMOTE access to any body who is expressly authorized as an AUTHORISED USER by the LICENSEE to access the Database.

(b) The LICENSEE is authorized to provide on-site access to the DATABASE only to their patrons as long as security procedures are undertaken that will prevent REMOTE access by any body or individual who is not listed as an AUTHORISED USER.

(c) Through this AGREEMENT, the LICENSEE, AUTHORISED USER and/or the patrons of the LICENSEE are subject to the Terms and Conditions of Use posted on the web at http://ifikr.isra.my/.

 

3. DURATION

 

Upon acceptance of an Order, access to the on-line database shall be for an initial term of 12 months, unless otherwise agreed, renewable thereafter upon payment, for successive terms of 12 months each, until the Order is cancelled by either party.

 4. PAYMENT

A licence fee at the agreed amount as specified in the Order and is due upon invoice from the LICENSOR.

5. RESPONSIBILITIES OF THE LICENSEE

5.1 The LICENSEE will provide all identifying information relating to the LICENSEE and/or its Authorised Users required by the subscription form. The LICENSEE acknowledges that access to the Licensed Products under this Agreement is conditional upon the LICENSEE completing the subscription form. The LICENSEE will amend the subscription form promptly following any additions, deletions or other alterations to the information supplied.

5.2 The LICENSEE will obtain at its cost all telecommunications and other equipment and software (including an Internet browser and portable document file reader) together with all relevant software licenses necessary to access the Licensed Product) online.

5.3 The LICENSEE will:

5.3.1 be responsible for the confidentiality and all use of its Password(s);

5.3.2 use all reasonable efforts to ensure that only the LICENSEE or its Authorised Users are permitted access to the Licensed Products;

5.3.3 take all reasonable steps to ensure that all Authorised Users abide by terms of this Agreement.

5.4 The LICENSEE will notify LICENSOR as soon as practicable if it becomes aware of any of the following: (a) any loss or theft of the LICENSEE‘S Password(s); or (b) any unauthorised use of any of the LICENSEE‘S Password(s); or (c) any breach by any Authorised User of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement by an Authorised User, the LICENSEE further agrees promptly to initiate disciplinary procedures in accordance with the LICENSEE'S standard practice.

6. RESPONSIBILITIES OF LICENSOR

6.1 LICENSOR shall use all reasonable efforts:

6.1.1 to make the Licensed Products available by means of the world wide web to the LICENSEE throughout the subscription period;

6.1.2 to ensure that the Database has sufficient capacity and rate of connectivity to provide the LICENSEE with a quality of service;

6.1.3 to restore access to the Licensed Product(s) as soon as possible in the event of an interruption or suspension of the service.

7. ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

7.1 The LICENSEE acknowledges that all copyrights, database rights, trade secrets and other intellectual property rights relating to the Licensed Products (collectively the "LICENSOR Intellectual Property"), are the sole and exclusive property of LICENSOR and that this Agreement does not convey to the LICENSEE any right, title, or interest therein except for the right to use the Licensed Product(s) in accordance with the terms and conditions of this Agreement.

7.2 The LICENSEE shall notify LICENSOR promptly (i) of the facts and circumstances surrounding any unauthorised possession or use of the Licensed Product(s), or LICENSOR Intellectual Property, or any portion thereof; and (ii) on becoming aware of any claim by any third party that the Licensed Product(s) infringes an intellectual property or proprietary right of any third party.

8. REPRESENTATIONS AND WARRANTIES

8.1 LICENSOR REPRESENTS AND WARRANTS THAT IT HAS THE POWER TO ENTER INTO THIS AGREEMENT AND TO GRANT THE RIGHTS CONFERRED HEREIN TO THE LICENSEE AND THAT THE LICENSED PRODUCT(S) DO NOT VIOLATE OR INFRINGE UPON ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT OR CONTRACT RIGHT OF ANY THIRD PARTY.

8.2 SAVE AS PROVIDED ABOVE, LICENSOR GIVES NO WARRANTY, EXPRESS OR IMPLIED, AND MAKES NO REPRESENTATION THAT (I) THE LICENSED PRODUCT(S) WILL BE OF SATISFACTORY QUALITY, SUITABLE FOR ANY PARTICULAR PURPOSE OR FOR ANY PARTICULAR USE UNDER SPECIFIED CONDITIONS, NOTWITHSTANDING THAT SUCH PURPOSE, USE, OR CONDITIONS MAY BE KNOWN TO LICENSOR; OR (II) THAT THE LICENSED PRODUCT(S) WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED; OR (III) THAT THE MATERIAL PUBLISHED IN THE LICENSED PRODUCT(S) IS EITHER COMPLETE OR ACCURATE.

8.3 IN NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH LICENSOR DOES NOT HAVE DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, UNAUTHORISED ACCESS, THEFT, OR OPERATOR ERRORS.

8.4 IN NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR LOSS OF PROFITS INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR CORRUPTION OF DATA, LOSS OF PROGRAMS, LOSS OF BUSINESS OR GOODWILL, OR OTHER DAMAGES OR LOSSES OF ANY NATURE ARISING OUT OF THE USE OF, OR INABILITY TO USE THE LICENSED PRODUCT(S).

8.5 WITHOUT PREJUDICE TO THE INDEMNITY IN CLAUSE 7.1, THE LICENSEE AGREES THAT THE ENTIRE LIABILITY OF LICENSOR TO THE LICENSEE ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, BY STATUTE OR OTHERWISE) IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THE LICENSED PRODUCT(S) SHALL BE THE REFUND OF ANY FEE PAID TO THE LICENSOR FOR ONLINE ACCESS TO THE LICENSED PRODUCT(S).

9. INDEMNIFICATION

9.1 Notwithstanding the limitation of liability in clause 6.5, Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Licensor that constitutes a breach of Licensor's warranties hereunder.

9.2 The Licensee shall defend, indemnify, and hold Licensor harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorised use or dissemination of the Licensed Product(s) by the Licensee or Authorised Users and (ii) any violation of this Agreement or of any third-party‘s rights by the Licensee or Authorised Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.

9.3 The obligations in clauses 7.1 and 7.2 will survive the termination of this Agreement.

10. TERMINATION

(a) In the event of a breach of any of its obligations under this AGREEMENT, the LICENSEE shall have the right to remedy the breach within fourteen (14) days upon receipt of written notice from the LICENSOR. Within the period of such notice the LICENSEE shall make every reasonable effort and document said effort to remedy such a breach and shall institute any reasonable procedures to prevent further occurrences of such breaches. If the LICENSEE fails to remedy such a breach within the period of fourteen (14) days, the LICENSOR may (at its option) terminate this AGREEMENT upon written notice to the LICENSEE.

(b) Provided the account period remaining is not less than ONE year, the LICENSEE may terminate this AGREEMENT upon giving thirty (30) days written notice to the LICENSOR.

(c) If the LICENSOR becomes aware of a material breach of the rights of the LICENSEE under this AGREEMENT that the LICENSOR reasonably believes will cause immediate and severe economic injury, the LICENSOR will immediately notify the LICENSEE in writing and shall have the right to temporarily suspend the LICENSEE'S access to the DATABASE.

11. RENEWAL

One month prior to the date of expiry of this Agreement, the parties may by mutual agreement agree to extend this Agreement based on agreed terms.

12. GENERAL

(a) The LICENSOR will not be deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstance beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authority, rain, fire, flood, accidents, earthquake, strikes or labour shortages, transportation facilities shortages or failures of equipment, or failures of the Internet, including but not limited to ISPs service breakdowns and technical failure.

(b) This AGREEMENT and the license granted herein may not be assigned by the LICENSEE to any third party(ies) without written consent of the LICENSOR.

(c) If any term or condition of this AGREEMENT is found by a court of competent jurisdiction or administrative agency to be invalid or unenforceable, the remaining terms and conditions thereof shall remain in full force and effect so long as a valid AGREEMENT is in effect.

(d) This AGREEMENT represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written and/or oral. There are no representations, warranties, promises, covenants or undertakings, except as described herein.

13. NOTICES

1. Any notice or other documents required to be given under this Agreement or any communication between the Parties with respect to or in connection with any of the provisions of this Agreement shall be in writing and be deemed to be given to and received by the addressee :

(a) at the time the same is left at the address of or handed to a representative of the Party to be served;

(b) by post on the Business day three (3) Business days following the date of posting;

(c) In the case of facsimile transmission or other means of telecommunication, on the next following Business day.

2. Communication addressed to each Party shall be marked for the attention of the LICENSEE, or authorized representative, at the address stated in the Order or the LICENSOR, or authorized representative, at the address stated below:

I-FIKR@ISRA
Tel: +6(03)7651 4200
E-mail: ifikr@isra.my




Related Contents