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THIS DATABASE LICENCE (“Licence”) is dated Friday, August 17, 2018

Purchase Database

PARTIES

(1)HolsDB.com a trading name of Jai Dee Marketing of White Rock, BC, Canada (Supplier, we, us, our).
(2)Customer is the person, company, organisation or other entity which access, uses or downloads all or part of the database for any purpose (Customer, you, your).

BACKGROUND

The Supplier is the entire legal and beneficial owner and licensor of the Database grants the Customer a limited licence to access or use the Database on the terms and conditions of this Licence.

AGREED TERMS

1INTERPRETATION
1.1The definitions and rules of interpretation in this clause apply in this Licence.

Commencement Date: the date on which the Licence commences as set out in clause 2.1.

Control: a business entity shall be deemed to control another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation.

Database: the electronically compiled information in respect of public, religious and other holidays around the world created by the Supplier. For the purpose of this Licence, references to the “Database” includes not only the whole of but also its constituent parts and information.

Fee: the licence fee or fees payable by the Customer to the Supplier under clause 4.

Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

Licenced Device: any computer, laptop or data processing device onto which a copy of the Database has been downloaded, which for the avoidance of doubt must exclude a network server or other device which enables distribution to or access by other computers or devices.

Licenced User: a person who receives or accesses a copy of the Database in accordance with the terms of this Licence.

Term: is the duration of this Licence, commencing on the Commencement Date and continuing thereafter subject to the termination provisions set out in this Licence.
1.2The headings in this Licence do not affect its interpretation. Except where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Licence.
1.3Unless the context otherwise requires:
(a)references to the Supplier and the Customer include their permitted successors and assigns;
(b)references to statutory provisions include those statutory provisions as amended or re-enacted;
(c)references to one gender includes a reference to the other genders; and
(d)references to including or includes shall be deemed to have the words without limitation inserted after them.
1.4In the case of conflict or ambiguity between any provision contained in the body of this Licence and any provision contained in any schedules or correspondence between the parties, the provision in the body of this Licence shall take precedence.
1.5Words in the singular include the plural and those in the plural include the singular.
1.6A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2ACCEPTANCE AND TERM
2.1This Licence shall commence on either the date on which we provide you with a access to or copy of the Database or the date on which you access the Database, whichever is soonest. Subject to the Customer complying with the terms of this Licence and subject to the termination provisions set out herein, the Term of the Licence shall be for 12 months from the Commencement Date and shall renew automatically on the same terms and conditions unless or until terminated in accordance with this Licence.
3LICENCE
3.1In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive, non-transferrable, revocable licence for the Term commencing on and including the date of this Licence:
(i)to access the Database;
(ii)to copy and use the Database for their own internal purposes; and
(iii)in the circumstances set out in clause 3.2(d), to test and develop the Database.
3.2In relation to scope of use:
(a)for the purposes of clause 3.1, use of the Database shall be restricted to use of the Database for commercial and non-commercial purposes (in each case excluding the resale of the Database itself whether in whole or part) for the normal business purposes of the Customer (which shall not include accessing the Database on more Licenced Devices than covered by the Fee paid by the Customer, or for the use or benefit by or for any person other than:
(i)for a person – that person only
(ii)for a company (whether or not incorporated) – a single employee of the Customer.
(b)for the purposes of clause 3.1(a), use of the Database means loading the Database into temporary memory or permanent storage on the relevant Licenced Device.
(c)the Customer may not use the Database other than as specified in clause 3.1 and clause 3.2(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier
(d)except as expressly stated in this clause 2, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Database in whole or in part except:
(i)to the extent that any reduction of the Database to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Database with the operation of other database, software or systems used by the Customer, and subject always to the Customer having paid any Fee due (including for the avoidance of doubt any Program Licence Fee as set out in clause 4.1(e).
3.3The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 3.2(d)(i) to create any database, service or product whose expression is substantially similar to that of the Database nor use such information in any manner which would be restricted by any copyright subsisting in it.
3.4The Customer shall not:
(a)sub-license, assign or novate the benefit or burden of this Licence in whole or in part;
(b)deal in any other manner with any or all of its rights and obligations under this Licence,
without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.
3.5The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence, by giving notice to the Customer (such notice may be by way of an announcement on the Supplier’s website, e-mail or other electronic communication.
3.6Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3.7The Customer shall:
(a)ensure that the Database is installed, accessed or used on Licenced Devices only;
(b)ensure that its own and any of its users’ views, access and use (including downloads) of the Database is within the limits for the relevant licence as set out in clause 4.1 below, and in the event of any additional views, access and usage (including downloads) exceeds such limit, it will automatically pay for and request such higher level licence as stipulated by the Supplier.
(c)keep a complete and accurate record of any of its development, copying and disclosure of the Database and its users, and produce such record to the Supplier on request from time to time;
(d)notify the Supplier as soon as it becomes aware of any unauthorized use of the Database by any person;
(e)pay, for broadening the scope of the licences granted under this Licence to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced. This additional payment to the Supplier by the Customer is without prejudice to the Supplier’s entitlement to claim and obtain any greater sum in damages it has suffered as a result of such unauthorised use.
3.8The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Database is being kept or used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that the Customer is complying with the terms of this Licence, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.
3.9The Customer shall provide technological and security measures to ensure that the Database held by you is physically and electronically secure from unauthorised use or access.
3.10The Customer shall ensure that you (and any other permitted persons) observe the restrictions on the use of the Database as set out in this Licence.
3.11You will notify us as soon as you become aware of, or suspect, any infringement or other breach by you or any third party of the terms of this Licence or intellectual property rights in the Database. You agree to cooperate and give us all reasonable assistance in pursuing or dealing with any such infringement or breach.
4FEES
4.1The Customer shall pay to the Supplier licence fees on the date on which they access or download the Database (the “Commencement Date”), and each year thereafter on the anniversary of the Commencement Date, unless and until the Licence is terminated in accordance with this clause or clauses 2 or 9.. The Fee payable in order to make or allow any use of the Database (of any nature and whether in whole or in part) depends upon the type of usage required, and is set out in the following Licence Fee types:
(a)Basic Licence. The Basic Licence Fee is US$89 per year – this licence entitles the Customer to download and use the Database on:
(i)one Licenced Device and website, provided such website does not receive more than 2,000,000 million monthly views; or
(ii)one Licenced Device and one mobile telephone application, provided there are fewer than 5,000 monthly downloads.;
(b)Additional Usage Licence Fee – this licence applies to entities which have already purchased the Basic Licence, but who wish to increase the number of Licenced Devices, websites or mobile telephone applications stated in clause 4.1(a)(i) or (ii):
(i)US$8 per year per additional Licenced Device required by the Customer;
(ii)US$8 per year per additional website on which the Customer wishes to utilise or make available the Database;
(iii)US$8 per year per additional mobile telephone application via which the Customer utilises or makes available the Database.
(c)Heavy Traffic Licence Fee – this licence applies to Customers for whom the limits on page viewings or downloads set out in clauses 4.1(a)(i) and (ii) respectively, are too low. Such Customers must do all of the following prior to making the Database available to excess visits or downloads:
(i)purchase the Basic Licence and (where applicable) the Additional Usage Licence; and
(ii)contact the Supplier to obtain pricing for the excess requirement, and pay such fee (the Heavy Traffic Licence Fee) prior to making or allowing any use of the Database in excess of the limits set out in clause 4.1(a).
(d)Printed Licence Fee - this licence applies whenever a Customer wishes to make or incorporate the whole or part of the Database in any printed matter: including by way of example only (and without limitation), diaries, books and calendars. The Customer must contact the Supplier to agree a Fee for such usage and make full payment of such Fee prior to making or allowing any use of the Database.
(e)Program Licence Fee - this licence applies whenever a Customer wishes to make or incorporate the whole or part of the Database in any computer programs to be used or incorporated in any product or service for access, sale or licence to third parties. The Customer must contact the Supplier to agree a Fee for such usage and make full payment of such Fee prior to making or allowing any use of the Database.
4.2All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
4.3If the Customer fails to pay any amount payable by it under this Licence the Supplier may charge the Customer interest on the overdue amount (payable by the Customer immediately on demand) from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate for the time being at the National Bank where the Supplier is located. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier may also suspend or terminate the Customer’s licence at its sole discretion at any time in the event of late or non-payment by the Customer. In the event the Supplier suspends or terminates the Licence, the Customer warrants that it shall immediately cease all use of the Database, and in the event of termination, it shall delete all copies of any parts or whole of the database (including any copies or derivatives thereof).
5CONFIDENTIALITY
5.1Each party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
6SUPPLIER'S WARRANTIES
6.1The Supplier warrants that it will use reasonable efforts to keep the Database accurate and available. If the Customer becomes aware that at any time during the term of the Licence, the Database is unavailable or inaccurate, the Customer shall notify the Supplier in writing of such defect or fault and the Supplier shall, at the Supplier's option, do one of the following:
(a)update the Database; or
(b)terminate this Licence immediately by notice in writing to the Customer and refund a pro rata of the Fee paid by the Customer in respect of the remainder of the term within 30 days of receiving satisfactory evidence that the Customer has ceased all use and access to the Database (in whole and in part).
The parties agree that the limited warranty at 6.1 represents the entirety and maximum aggregate limit of any liability of the Supplier to the Customer in respect of the provision of the Database to the Customer.
6.2Save for the limited warranty in 6.1, the Supplier does not warrant that the use of the Database will be uninterrupted or error-free.
6.3The Customer accepts responsibility for the selection of the Database to achieve its intended results and acknowledges that the Database has not been developed to meet the individual requirements of the Customer.
6.4All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
7LIMITS OF LIABILITY
7.1The Database is provided “as is” and without any warranty or condition express or implied, statutory or otherwise as to its quality or fitness for purpose. Except as expressly stated in this Licence all conditions, warranties, terms and undertakings express or implied, statutory or otherwise in respect of the Database are hereby excluded to the fullest extent permitted by law.
7.2Except as expressly stated in clause 7.3:
(a)the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i)special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
(ii)loss of profits;
(iii)loss of anticipated savings;
(iv)loss of business opportunity;
(v)loss of goodwill;
(vi)loss or corruption of data.
(b)the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and
(c)the Customer agrees that, in entering into this Licence, either it did not rely on any representations (whether written or oral and whether or not accurate) of any kind or of any person other that those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations or misrepresentations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence.
7.3The exclusions in clause 6.1 and clause 7.2 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
(a)death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
(b)raud or fraudulent misrepresentation;
(c)any other liability which may not be excluded by law.
7.4All references to the Supplier in this clause 7 shall, for the purposes of this clause be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
7.5The Customer shall comply with any third-party licences and shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer's breach of such terms howsoever arising, and notwithstanding anything to the contrary in this Licence, the Supplier may treat the Customer's breach of any third-party licence as a breach of this licence.
8INTELLECTUAL PROPERTY RIGHTS
8.1The Customer acknowledges that all Intellectual Property Rights in the Database belong to the Supplier, and the Customer shall have no rights in or to the Database other than the right to use it in accordance with the terms of this Licence.
8.2Any reproduction or publication of the Database in whole or in part by the Customer (including electronic publication or reproduction) shall contain an acknowledgement that the Supplier is the owner of all intellectual property rights in the Database. The Customer shall ensure that the acknowledgement shall be prominently displayed on any material or screen on which the Database is accessible, and shall contain wording materially similar to the following: “© 2015 HolsDB.com. This data has been reproduced with the permission of HolsDB.com who own all intellectual property rights in the Database.”
9DURATION AND TERMINATION
9.1Without prejudice to any rights that have accrued under this Licence or any of its rights or remedies, we may at any time terminate this Licence with immediate effect if:
(a)the Customer fails to pay any amount due under this Licence on the due date for payment;
(b)the Customer commits a breach of any term of this Licence;
(c)the Customer is subject to any insolvency, bankruptcy or administration proceedings (or anything analogous)
(d)the Customer ceases to do business, or has a material change in the ownership of its shares or assets.
9.2The Supplier may also terminate this Licence at any time and for any (or no) reason by providing the Customer with 10 days notice (which may be given by an announcement over our internet homepage).
9.3Termination by either party in accordance with the rights contained in this clause 9 shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
9.4On termination for any reason:
(a)all rights granted to the Customer under this Licence shall cease;
(b)the Customer shall cease all activities authorised by this Licence;
(c)the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Licence; and
(d)the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Database then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
10WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
11REMEDIES
Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
12ENTIRE AGREEMENT
12.1This Licence contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
12.2Each party acknowledges that, in entering into this Licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence.
13VARIATION
13.1We reserve the right to change any part of this Licence, including the content of and availability of the Database, on 30 days notice (such notice to be given by an announcement on the homepage of our internet website), unless such change is required by law or any third party suppliers in which case we shall provide such lesser amount of notice as we are reasonably able in the circumstances.
13.2If you do not find any changes made in accordance with clause 13.1 acceptable, you may terminate this Licence by giving us 30 days’ notice in writing (which may be via e-mail).
13.3Variations may also be made at any time by an agreement between us in writing (which may include e-mail).
14SEVERANCE
14.1If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected.
14.2If any invalid, unenforceable or illegal provision of this Licence would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15COUNTERPARTS
This Licence may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Licence, but all the counterparts shall together constitute the same agreement.
16THIRD-PARTY RIGHTS
A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
17NO PARTNERSHIP OR AGENCY
Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
18FORCE MAJEURE
Neither party shall in any circumstances be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure results from events, circumstances or causes beyond its reasonable control.
19GOVERNING LAW AND JURISDICTION
19.1This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of British Columbia, Canada.
19.2The parties irrevocably agree that the courts of British Columbia, Canada shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).
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FYI

Hols

[holz]

Plural noun: British informal word for holidays.

DB

[dee bee]

Technology: database.

Hols DB

The public holiday database.

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