Terms of Services
Sparkers Data Company SA (“Sparkers”)
1. Structure and Interpretation
- 1.1. These Sparkers Terms and Conditions apply to the Customer’s access to the Platform and use of the Sparkers Data. These SparkersTerms and Conditions, together with the order form, between Sparkers and the Customer shall form the agreement between Sparkers and the Customer (Agreement).
- 1.2. In this Agreement (except where the context otherwise requires):
- 1.2.1. capitalised terms shall have the meanings set out in Clause 20.1;
- 1.2.2. clause, schedule and paragraph headings shall not affect the interpretation of this Agreement;
- 1.2.3. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
- 1.2.4. a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
- 1.2.5. words in the singular shall include the plural and in the plural include the singular;
- 1.2.6. a reference to one gender shall include a reference to the other genders;
- 1.2.7. references to Clauses and Schedules are to the clauses of these Sparkers Terms and Conditions and schedules of the order form;
- 1.2.8. any phrase introduced by the terms include, including, in particular or any similar expression shall be construed as illustrative and without limitation to the words or phrases preceding them;
- 1.2.9. all consents, approvals, notices, directions and/or instructions that are required to be given or obtained pursuant to this Agreement shall be given in writing; and
- 1.2.10. all consents or approvals that are required to be given or obtained pursuant to this Agreement or any Digital Data Supply Agreement between Sparkers and the Customer shall, unless otherwise stated, be neither unreasonably withheld, conditioned or delayed.
- 1.3. Terms of duration in this Agreement shall be calculated as from the day after the day on which the event triggering the term took place. The expiry date is included in the term. However, should such expiry date not fall on a Business Day, the expiry date shall be the next following Business Day.
- 1.4. In the event of any difficulty of interpretation, the rules contained in Articles 1156 through 1164 (both Articles inclusive) of the Belgian Civil Code shall apply. Further, no provision of this Agreement shall be construed against a party solely because such party has drafted such provision or because it is to the advantage of such party.
2. Access to the Data
- 2.1. Subject to the Customer’s payment of the Fee to Sparkers in accordance with Clause 4 (and compliance by the Customer of the terms of the Agreement), Sparkers shall make the Data available to the Customer and the Permitted Users via the Platform during the Term in accordance with the Customer’s order form and the terms of the Agreement.
- 2.2. Sparkers shall, acting reasonably, be entitled to vary the nature, substance, quality and quantity of the Data:
- 2.2.1. immediately, where the variation is required as a matter of urgency in Sparkers’s reasonable belief; or
- 2.2.2. on 30 days’ written notice, in all other cases.
and following such variation, the Customer shall be entitled to terminate the Agreement in accordance with Clause 11.3.
- 2.3. Sparkers shall use its reasonable endeavours to ensure that:
- 2.3.1. the Platform is always available;
- 2.3.2. the Data are made available to the Customer promptly following the Effective Date; and
- 2.3.3. any errors identified in the Data are notified to the Customer in writing as soon as reasonably practicable following discovery by Sparkers and where applicable are promptly corrected by Sparkers.
3. Depending on the service, the Customer could access via Sparkers to services, information and/or Data performed and/or owned by a third party.
- 3.1. Youtube/Google – terms of services – privacy
By using Sparkers Platform and services in the context of Youtube information and/or Data, the Customer is agreeing to be bound by the YouTube Terms of Service located at https://www.youtube.com/t/terms.
- 3.2. Privacy
- 4.1. In consideration of Sparkers granting the Customer access to the Data, the Customer shall, in each Year, pay to Sparkers the Fee in accordance with Clause 4.2 Sparkers shall, in each year of the Term, submit an invoice to the Customer for the Fee on or prior to the Effective Date or the relevant anniversary thereof (as applicable).
- 4.2. The Fee shall, with respect to each Year, be due in full on the Effective Date or the relevant anniversary thereof (as applicable). At Customer’s election the Fee may be paid by the Customer in equal instalments on each subsequent Quarter Date in such Year.
- 4.3. Where the Effective Date does not coincide with a Quarter Date, the amount payable for the period ending on the first Quarter Date after the Effective Date shall be the amount payable for an entire quarter reduced pro rata by the number of days between the Effective Date and the prior Quarter Date.
- 4.4. The parties may agree at any time to vary by written agreement the details specified in the order form.
- 5.1. In consideration of the Customer’s payment of the Fee and, if applicable, its provision of the Customer Data to Sparkers, Sparkers grants to the Customer:
- 5.1.1. a non-exclusive, non-transferable, personal, non-sublicensable, revocable, limited licence to use the Data for its own Internal Purposes; and
- 5.1.2. the right to make available for its own Internal Purposes the Data to its:
(a) Affiliates; and
(b) Employees and Consultants, for the duration of their engagement with the Customer, where such Employees or Consultants need to view the Data for the relevant Internal Purpose,
provided that the Customer:
(c) makes such persons aware of the confidential nature of the Data; and
(d) procures that such persons are bound by and comply with confidentiality obligations no less onerous than those set out in Clause 14.
6. Log-in Credentials
- 6.1. On or promptly after the Effective Date, a Platform Customer shall provide Sparkers with a list of its Permitted Users and shall procure that such Permitted Users consent to their details being shared with Sparkers for the purpose of Sparkers providing access to the Platform. Following receipt of such list from the Platform Customer, Sparkers shall make available to the Platform Customer a unique log-in and password (Log-In Credentials) for each Permitted User in order to access the Data via the Platform.
- 6.2. Sparkers shall provide to and maintain for each Platform Customer free of charge a fixed number of licences depending on their commercial agreement and the service they subscribe to in accordance with the relevant order form. Sparkers shall be entitled, at its discretion, to charge a fee to cover the reasonable set-up and maintenance costs for any additional Log-In Credentials requested by Platform Customers.
- 6.3. Each Platform Customer shall, and shall procure that each Permitted User shall, keep confidential the Log-In Credentials and shall immediately inform Sparkers in the event that the Log-In Credentials are lost or stolen or if it believes that any unlicensed third party has knowledge of the same.
- 6.4. Each Platform Customer shall not, and shall procure that its Permitted Users shall not, intentionally misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful. Each Platform Customer shall not, and shall procure that its Permitted Users shall not, intentionally attempt to gain unauthorised access to data made available via the Platform other than the Data he has the right to see, the server on which the Platform is stored or any server, computer or database connected to the Platform. Each Platform Customer must not intentionally attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
- 6.5. The Customer acknowledges that breach of Clause 6.4 may constitute a criminal offence and that Sparkers shall report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the Customer’s identity to them. In the event of such a breach, Sparkers will be entitled to change and/or delete any or all of the Log-In Credentials, and take all other measures Sparkers considers necessary to terminate the Customer’s access to the Platform forthwith. The Customer’s breach of Clause 6.4 shall entitle Sparkers to terminate this Agreement for material breach in accordance with Clause 11.5.
- 6.6. Each Platform Customer shall procure that each Permitted User shall comply with the provisions of this Clause 6as if it were a party to this Agreement.
- 6.7. Where a Permitted User’s engagement or employment with a Platform Customer is terminated:
- 6.7.1. the Platform Customer shall notify Sparkers of this fact promptly, but in any event no later than 7 days after the date of termination of the Permitted User’s engagement;
- 6.7.2. Sparkers shall be entitled to delete the Log-In Credentials assigned to that Permitted User; and
- 6.7.3. the Platform Customer shall be entitled to request one additional set of Log-In Credentials for one of its Employees or Consultants that is not already a Permitted User at that time.
- 6.8. Sparkers shall be entitled to temporarily or permanently deactivate any or all of the Platform Customer’s Log-In Credentials if it reasonably believes the Platform Customer or any of its Permitted Users has breached any of the provisions of this Clause 6 or the Agreement.
7. Return of Information
- 7.1. Where an Employee or Consultant to whom documents and/or information were made available pursuant to Clause 5.1.2 terminates their engagement or employment with the Customer, or has their engagement or employment with the Customer terminated, the Customer shall procure that, on or before the date of termination of their engagement or employment, the Employee or Consultant:
- 7.1.1. has returned to the Customer all such documents and information within the custody or control of the Employee or Consultant, in whatever physical storage media; and
- 7.1.2. has deleted all such documents and information held by the Employee or Consultant, in whatever electronic form, to the extent that the Employee or Consultant can no longer access such documents and information,
obtained pursuant to Clause 5.1.2 or incorporating any information in whatever form obtained pursuant to Clause 5.1.2, including any Data.
- 7.2. Where a Permitted User terminates their engagement or employment with the Customer, or has their engagement or employment with the Customer terminated, the Customer shall procure that, on or before the date of termination of their engagement or employment, the Permitted User:
- 7.2.1. has returned to the Customer all documents and information within the custody or control of the Permitted User, in whatever physical storage media; and
- 7.2.2. has deleted all documents and information held by the Permitted User, in whatever electronic form, to the extent that the Permitted User can no longer access such documents and information,
obtained through the Platform or incorporating the Data or any other information in whatever form obtained through the Platform.
- 8.1. Platform Customers shall keep detailed, accurate and up-to-date records (Records) showing, during the Term details of each of its Permitted Users including, where relevant, the date of termination of their engagement or employment with the Customer.
- 8.2. Each Platform Customer shall ensure that the Records are sufficient to enable Sparkers to verify the Platform Customer’s compliance with its obligations under this Agreement and shall provide such Records to Sparkers upon Sparkers’s reasonable request. Sparkers shall not, except in circumstances where it reasonably suspects a breach of this Agreement by the Platform Customer or any of its Employees, Consultants, or Permitted Users request provision of Records more than once in any period of 12 consecutive months.
- 8.3. Sparkers shall treat the Records and all other information obtained pursuant to Clause 8.2 as confidential and shall not use them for any purpose other than enforcing its rights under this Agreement.
9. Warranties and Representations
- 9.1. Each party warrants and represents to the other that it has all necessary rights to enter into and perform its obligations under this Agreement.
- 9.2. Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
- 9.3. Sparkers warrants that to the best of its knowledge the Customer’s use of the Platform in accordance with this Agreement shall not cause the Customer to infringe the Intellectual Property Rights of any third party.
- 9.4. Without limiting the effect of Clause 9.2, Sparkers does not warrant that:
- 9.4.1. the supply of the Data or the use of the Platform will be free from interruption;
- 9.4.2. the Data are accurate, complete, reliable, useful, fit for purpose or timely; or
- 9.4.3. the Data or Platform have been tested for use by the Customer or any third party.
- 10.1. This Agreement shall come into full force and effect on the Effective Date.
- 10.2. Unless otherwise terminated in accordance with the remaining terms of this Agreement, this Agreement shall:
- 10.2.1. continue for the Initial Period; and
- 10.2.2. automatically extend for a Renewal Period at the end of the Initial Period and at the end of each Renewal Period.
- 11.1. Either party may terminate this Agreement by giving not less than 90 days’ written notice before the end of the Initial Period or the relevant Renewal Period, to terminate this agreement at the end of the Initial Period or the relevant Renewal Period, as the case may be.
- 11.2. Notwithstanding the above, where the Initial Period lasts for 92 days or less, the Customer may, at any time during the Initial Period, give written notice to terminate this Agreement at the end of the Initial Period.
- 11.3. The Customer may terminate this Agreement with immediate effect by giving written notice to Sparkers within 30 days following the notification made to the Customer of a change made pursuant to Clauses 2.2.
- 11.4. Sparkers may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment.
- 11.5. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
- 11.5.1. the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and:
(a) that breach is incapable of remedy; or
(b) that breach is remediable, but the breaching party fails to remedy that breach within a period of 14 days after being notified in writing to do so by the other party; or
- 11.5.2. the other party shall have a liquidator, an administrator or an interim administrator or a receiver (including an administrative receiver) appointed (including over the whole or any part of its assets), or is dissolved or if any order shall be made or a resolution passed for its winding up (except for the purpose of amalgamation or reconstruction), if it shall enter into any composition or arrangement with its creditors generally or is unable to pay its debts or if it ceases or threatens to cease to carry on business or is subject to any court order concerning bankruptcy, voluntary arrangements, moratorium or any other procedure pursuant to the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) or any process, proceedings or event analogous to those referred to in this clause occurring in any jurisdiction in any part of the world in respect of such party.
- 11.5.1. the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and:
12. Effect of Termination
- 12.1. On termination of this Agreement for any reason:
- 12.1.1. any obligation on Sparkers to provide the Customer with Data or access to the Platform shall cease with immediate effect;
- 12.1.2. provided this Agreement is not terminated by Sparkers pursuant to Clauses 11.4 or 11.5, the Customer shall be entitled to continue using the Data it has obtained during the Term pursuant to this Agreement; and
- 12.1.3. provided this Agreement is not terminated by Sparkers pursuant to Clauses 11.4 or 11.5, Sparkers shall refund to the Customer any sums paid in advance which are for the period after the date of termination until the end of the Relevant Period on a pro rata basis, subject to receipt of a statement prepared by the Customer (at the Customer’s cost, and certified by the Customer’s auditors if requested by Sparkers) detailing any proportion of the Fee payable to Sparkers or repayable to the Customer up to the date of termination.
- 12.2. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
- 12.3. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
13. Intellectual Property Rights
- 13.1. Sparkers (and/or its licensors) owns all Intellectual Property Rights in and to the Data and the Platform (together Sparkers Product).
- 13.2. To the extent that any Intellectual Property Rights in any Sparkers Product do not automatically vest in Sparkers (and/or its licensors) by operation of applicable law, the Customer hereby unconditionally and irrevocably, and to the extent possible:
- 13.2.1. assigns including by way of future assignment of Intellectual Property Rights all right, title and interest in the Sparkers Product to Sparkers (and/or its licensors);
- 13.2.2. waives and shall never assert any and all moral rights it has or may in the future have in or to the Sparkers Product and agrees not to support, maintain or permit any claim by a third party for infringement of any moral rights in any such Sparkers Product.
- 13.3. The Customer acknowledges that, as between the parties, Sparkers (and/or its licensors) shall retain all right, title and interest in and to the Sparkers Product and the Intellectual Property Rights therein. The Customer has, and shall acquire, no rights in the Sparkers Product or any of the Intellectual Property Rights therein except those expressly granted by this Agreement. For the avoidance of doubt, the Customer retains all right, title, interest, goodwill and ownership in and to the Customer Data.
- 14.1. Nothing in this Agreement shall exclude or in any way limit either party’s liability:
- 14.1.1. for fraud or fraudulent misrepresentation;
- 14.1.2. for death or personal injury caused by such party’s negligence;
- 14.1.3. for its breach of any licence granted to it under this Agreement;
- 14.1.4. for breach of Clause 15; or
- 14.1.5. for any other liability to the extent that such liability may not be excluded or limited as a matter of applicable law.
- 14.2. Nothing in this Agreement shall exclude or in any way limit Sparkers’s liability for breach of the warranty at Clause 9.3.
- 14.3. Subject to Clauses 14.1 and14.2, neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, and whether advised or informed of their possibility, arising under or in connection with this Agreement for any:
- 14.3.1. loss of actual or anticipated income, business, savings or profits, account of profits, loss of data, loss of contracts or opportunity, loss of or damage to goodwill or reputation (in each case whether direct or indirect); or
- 14.3.2. special, indirect or consequential loss or damage of any kind, howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise and whether or not such loss or damage is foreseeable, foreseen or known.
- 14.4. Subject to Clauses 14.1, 14.2 and 14.3, Sparkers’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising) or otherwise, arising out of or in connection this Agreement or with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the lesser of:
- 14.4.1. the total Fee paid by the Customer in aggregate during the Term; and
- 14.4.2. the Fee payable by the Customer for the Initial Period or the relevant Renewal Period during which the Customer’s claim arose,
but shall not in either event exceed the liability actually incurred.
- 14.5. The Customer shall remain fully and primarily liable for the breach by any of its Employees, Consultants or Permitted Users of the terms of this Agreement.
- 15.1. Each party shall, unless otherwise expressly permitted under this Agreement, with respect to any Confidential Information it receives from the other and for the avoidance of doubt for these purposes the Data shall be Confidential Information received by the Customer from Sparkers and not by Sparkers from the Customer:
- 15.1.1. keep the Confidential Information in strictest confidence and not use or disclose the Confidential Information for any other purpose than the performance of its obligations or exercise of its rights under this Agreement;
- 15.1.2. use all reasonable measures to protect the secrecy of and avoid disclosure and unauthorised use of the Confidential Information and at least exercise the same degree of care that it would take to protect its own Confidential Information;
- 15.1.3. not copy, reproduce, distribute or disclose any part of such Confidential Information without the other party’s prior written consent;
- 15.1.4. only disclose the Confidential Information to those of its employees or consultants or the employees or consultants of its Affiliates as are strictly necessary for the performance of its obligations and exercise of its rights under this Agreement, provided it procures that each are bound by confidentiality obligations in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees or consultants and complies with such obligations; and
- 15.1.5. not remove or add any copyright, trade mark or other proprietary rights legend from any such Confidential Information unless specifically requested to do so by the other party in writing.
- 15.2. The Customer shall procure that each Permitted User shall comply with the provisions of this Clause 15 as if it were a Customer and a party to this Agreement.
- 15.3. Both parties acknowledge that breach of this Clause 15 may cause significant damages which may be difficult to quantify and that in the case of a breach the aggrieved party is entitled to seek equitable remedies including but not limited to injunctive relief.
- 16.1. Any notice required to be given under this Agreement shall be in English, in writing and shall be delivered personally, or sent by recorded delivery or by courier or by email,
- 16.2. Any notice shall be deemed to have been duly received:
- 16.2.1. if delivered personally, on signature of a delivery receipt;
- 16.2.2. if sent by recorded delivery, at 09:00 am on the second Business Day after posting;
- 16.2.3. if delivered by courier, on the date and at the time that the courier’s delivery receipt is signed unless the courier’s receipt is not signed on a Business Day, in which case delivery shall be on the next Business Day; or
- 16.2.4. if sent by email, on the next Business Day after sending provided that the sender does not receive an error message or notification of non-delivery.
17. Force Majeure
- 17.1. Provided it complies with Clause 17.2, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than any obligation to pay any monies as they fall due) if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months, the party not affected may terminate this Agreement forthwith on written notice.
- 17.2. The party whose obligations are affected by any Force Majeure Event shall as soon as reasonably practicable after the start of the Force Majeure Event notify the other party in writing of: (a) the occurrence of the Force Majeure Event (including reasonable details of what the relevant Force Majeure Event is); (b) the date on which the Force Majeure Event started; (c) the likely or potential duration of the Force Majeure Event; and (d) the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement.
18. Third Party Rights
- 18.1. No other person, other than either party’s permitted assignees, that is not a party to this Agreement shall have any rights to enforce any term of this Agreement.
19. Competition Law Compliance
- 19.1. The parties shall, and shall procure that each of their members, Employees, Consultants, Permitted Users and any other persons involved in the performance of this Agreement shall, at all times comply with all applicable competition law rules, including but not limited to the rules on information exchange.
- 20.1. The Agreement sets out the entire agreement and supersedes any previous agreement or understanding between the parties relating to this subject matter. Each party agrees that, subject to Clause 14.1, it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that, subject to Clause 14.1, its only liability in respect of those representations and warranties that are set out in the Agreement (whether made innocently or negligently) shall be for breach of contract.
- 20.2. If any term of the Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms provided that if any provision of the Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall be amended as may be necessary to make it valid.
- 20.3. A failure to exercise or a delay in exercising any right, remedy or power provided under the Agreement or by law shall not constitute a waiver of such right, remedy or power or a waiver of any other right, remedy or power. No single or partial exercise of any right, remedy or power shall prevent any further exercise of it or the exercise of any other right, remedy or power.
- 20.4. Except as expressly permitted under the Agreement, neither party shall transfer, assign or license the benefit of any of its rights under this Agreement in each case without the prior written consent of the other party provided that Sparkers may assign any or all of its rights under this Agreement to: (a) any of its Affiliates; and (b) any entity which succeeds to all or substantially all of Sparkers’s assets and business.
- 20.5. Subject to Clause 2.2 no modification or variation of the Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties to the Agreement.
- 20.6. Nothing in the Agreement is intended, nor shall operate, to create a partnership or joint venture of any kind between the parties or, save as expressly set out in the Agreement, shall authorise either party to act as agent for the other, or to act in the name, or on behalf, of or otherwise to bind the other party in any way.
- 20.7. Each party shall execute all such documents and take such action as may be necessary to give effect to this Agreement.
- 20.8. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
- 20.9. This Agreement and any dispute or claim arising out of or in connection with this Agreement or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with Belgian law and the parties hereby submit to the exclusive jurisdiction of the courts of Brussels, Belgium.
- 21.1 The following terms shall have the corresponding meanings for the purposes of the Agreement:
Affiliate means, with respect to each party, any company, partnership or other entity which at any time directly or indirectly Controls, is Controlled by or is under common Control with such party including as a subsidiary, parent or holding company; Business Day means a day other than a Saturday or Sunday or a bank holiday in Belgium when banks are generally open for business; ; Confidential Information means any information (whether in oral, written, electronic or any other form) relating to: (a) the existence of this Agreement and its terms; (b) the Data; and (c) any of either party’s or either party’s Affiliates’ respective businesses, members, customers or suppliers which either party may acquire (whether before or after the date of this Agreement) directly or indirectly from, or in the course of discussions relating to this Agreement or any Data, save for any information that was already in the public domain prior to the date of such party’s acquisition of such information. Consultant means an independent contractor engaged by the Customer or any of its Affiliates to provide specific expertise for a particular project, or the entity through which such a contractor provides such services; Control means the power to directly or indirectly control the composition of the board of directors or other managing body of a person, or the direct or indirect possession of more than half of the voting equity share capital of a person. Controlled shall have a correlative meaning; Customer means the customer identified in the order form; Data ; means all data processed by Sparkers and relating the software gaming industry, set out in the order form and available on the Platform Data Fee means the applicable market data fee for any particular type of data or service provided by Sparkers as determined by Sparkers from time to time; Declared Business means, with respect to any person, the usual business operations carried out by such person (and with respect to the Customer, the declared business set out in the order form); Effective Date means the date on which the order form is signed by both parties; Employee means an existing employee of the Customer or its Affiliates; Fee means, in respect of a Customer the Data Fee that is payable annually in respect of the Data in accordance with its order form; Initial Period means the period beginning on the Effective Date and terminating at 23:59:59 on 31 December of the same year; Intellectual Property Rights means any and all copyright, patents, author rights, rental and lending rights, utility models, database rights, rights in designs, trademarks, service marks, goodwill, trade names, domain names, rights in characters, rights in get-up (including in layout, displays, graphics and look and feel), rights in computer software (including in source code, object code, screen displays and user interfaces), trade secrets, all legal rights protecting the confidentiality of any information or materials and other intellectual property rights, including future rights and all other rights of a similar nature anywhere in the world together with the rights to bring, make, oppose, defend or appeal proceedings, claims or actions, obtain relief and retain any damages recovered in respect of any infringement or other cause of action relating to any of the foregoing rights throughout the world; Internal Purposes means purposes which are internal to the Customer’s Declared Business, or (where relevant) to the Declared Business of the relevant licensee or sub-licensee, excluding:
- the transfer, resale, publication, reproduction, disclosure or distribution in any form of Data (or any part thereof) to third parties not authorised by Sparkers hereunder;
- the transfer, resale, publication, reproduction, disclosure or distribution in any form of material derived from, verified by or incorporating Data (or any part thereof) to third parties not authorised by Sparkers hereunder;
- the advertising or marketing of the Customer’s business or the business of any licensee or sub-licensee (including the Declared Business of the Customer or any such licensee or sub-licensee). Notwithstanding the foregoing, the Customer may use Data that relates solely to its own products in advertising for those products but, for the avoidance of doubt, the Customer may not use such Data in conjunction with any other data in order to compare its products to the products of third parties;
- the reproduction, inclusion, disclosure or publication of the Data (or any part thereof), or any material derived from, verified by or incorporating the Data (or any part thereof) in publicly available documents (other than annual returns, annual reports or similar documents) that is not Customer Data; and
any other purpose which Sparkers may from time to time identify in guidance issued to Customers generally;
Log-In Credentials has the meaning given to it in Clause 6; order form means the order form to which these Terms and Conditions are attached; Period means an Initial Period or Renewal Period; Permitted User means, in respect of each Customer, each Employee and/or Consultant of the Customer or the Customer’s Affiliate that has been notified by the Customer to Sparkers pursuant to Clause 6.1 or has been granted Log-In Credentials pursuant to Clause6.7.3; Platform means the platform through which Sparkers makes the Data available to the Customer; Platform Customer means a Customer to whom Sparkers has agreed to grant access to the Platform in accordance with the terms of the order form; Quarter Date means, with respect to each year of the Term, 2 January, 1 April, 1 July and 1 October; Records has the meaning set out in Clause 8.1; Renewal Period means each successive 12 month period after the Initial Period for which this Agreement is renewed pursuant to Clause 10.2.2; Sales Territory means the sales territories specified in the order form; Term means the Initial Period and each Renewal Period (if any); and Year means, with respect to (a) the Initial Period, the period of time between the Effective Date and the end of the Initial Period; and (b) each Renewal Period (if any), a calendar year.