Terms and Conditions
By using the AxcessCodeSM Publication, you agree to all of the terms of this License. If you do not agree to any of the terms of this License, then do not use the AxcessCodeSM Publication.
This is not a free publication. Subject to the terms below, you are hereby licensed by Arbinet, Inc. to use the AxcessCodeSM Publication for trial purposes without charge until October 15th 2001. If you are interested in using the AxcessCodeSM Publication beyond the trial period, please visit our web site at http://www.arbinet.com/intelligence/axcesscode/ for information about ordering.
Unregistered use of the AxcessCodeSM Publication after the trial period is in violation of U.S. and international copyright and other intellectual property laws.
You are specifically prohibited from charging, or requesting donations, for any copies, however made, and from distributing such copies with other products of any kind, commercial or otherwise, without prior written permission from Arbinet. Arbinet reserves the right to revoke this License at any time, for any or no reason.
The AxcessCodeSM Publication is distributed "AS IS" and with no warranties of any kind, whether express or implied. This disclaimer of warranty constitutes an essential part of this agreement. In no event shall Arbinet, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the AxcessCodeSM Publication, or your relationship with Arbinet.
Arbinet reserves the right to publish to others information concerning your identity and registration to use this trial copy of the AxcessCodeSM publication.
Arbinet also reserves the right to use your registration information, supplied by you in connection with this trial copy of the AxcessCodeSM Publication, for the purpose of marketing any Arbinet product to you, including the AxcessCodeSM Publication.
This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws rules. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts and for a located in the State of New York, and you consent to such jurisdiction and venue.
All rights of any kind in the AxcessCodeSMPublication that are not expressly granted in this License are entirely and exclusively reserved to and by Arbinet. You may not rent, lease, modify or create derivative works based on the AxcessCodeSM Publication.
Arbinet, Inc. ("Arbinet") and Subscriber or Purchaser agree to the following terms and
conditions:
DEFINITIONS
1. "Authorized User" means the individual user who is authorized by the Subscriber or Purchaser pursuant to Section 10 herein to use the information contained in the AxcessCodeSM Publication in a manner consistent with the terms of this Agreement.
2. "AxcessCodeSM Publication" means a printed or electronic copy (available as a web page, CD ROM or in any
suitable format now known or later developed) of a list of calling codes prepared and distributed by Arbinet.
3. "Subscriber" means the company that has signed the Order Form for 24 AxcessCodeSM Publications.
4. "Purchaser" means the company that has signed the Order Form to obtain one single copy of the
currently available AxcessCodeSM Publication.
5. "Multiple User License" means a license under which two or more authorized users of the Subscriber or Purchaser are granted the right to access the information contained in the AxcessCodeSM Publication for use in their job functions. The total number of authorized users may not exceed the maximum number specified by the Subscriber or Purchaser in the Order Form.
6. "Single User License" means a license under which a single authorized user of the Subscriber or Purchaser is
granted the right to access the information contained in the AxcessCodeSM Publication for use in his or her job
function.
7. "Site License" means a license under which all employees of the Subscriber or Purchaser at a designated site are granted the right to access the information contained in the AxcessCodeSM Publication for use in their job functions. Addendum B containing additional terms and conditions pertinent to the Site License will be provided upon request.
8. "Third Party" means any entity or person who is neither Arbinet nor the Subscriber or Purchaser, nor an authorized user of Subscriber or Purchaser.
GRANT OF LIMITED LICENSE
9. Arbinet hereby grants to Purchaser or Subscriber a non-exclusive, non-transferable, personal right to access and use the information contained in the AxcessCodeSM Publication according to the terms and
conditions of this Agreement.
10. Purchaser or Subscriber agrees to promptly provide the name(s) of its authorized user(s)
(and any updates thereof) to Arbinet upon request by Arbinet. Purchaser or Subscriber also agrees to
provide to Arbinet, upon request by Arbinet, a certificate in the form of Schedule A attached hereto,
executed by an officer of Purchaser or Subscriber, certifying that the use of the AxcessCodeSM Publication by the authorized user(s) complies with the terms and conditions of this Agreement.
11. Use of the AxcessCodeSM Publication by affiliates, consultants, contractors, subcontractors, or other third party is not permitted, without the prior written consent of Arbinet. However, Purchaser or Subscriber may
distribute a designated electronic copy of the AxcessCodeSM Publication provided by Arbinet (specifically for such distributions) to one or more switch operators to whom Purchaser or Subscriber directly transmits or receives telecommunications traffic. Purchaser or Subscriber may not use the AxcessCodeSM Publication except as expressly permitted under this Agreement and, in particular, Purchaser or Subscriber may not, and may not permit others to, reproduce, publish, sell, distribute, rent, sublicense, lease, transfer, assign, access or provide access, use any information retrieved from or contained in the AxcessCodeSM Publication in any
manner whatsoever or alter, translate, modify, or adapt it to create derivative works of the
AxcessCodeSM Publication. Unregistered use of the AxcessCodeSM Publication is in violation of U.S. and
international copyright and other intellectual property laws.
FEES
12. Subscriber or Purchaser agrees to pay in advance. Subscribers or Purchaser will pay either quarterly or annually, the monetary amounts specified in the Order Form upon Arbinet's acceptance of Subscriber's order.
13. Subscriber or Purchaser shall be responsible for, in addition to the selected subscription amounts set forth in the Order Form, all taxes (excluding those based upon Arbinet's net income or corporate franchise taxes), fees, duties, and assessments now or hereafter imposed by any governmental authority directly
related to any of the rights or privileges (including access to and use of the information contained in the AxcessCodeSM Publication) granted to the Subscriber or Purchaser by Arbinet under this Agreement. Where Value Added Tax (VAT) is applicable to Arbinet (for example, across the European Union) Latin America and many parts of Asia Pacific, Subscriber or Purchaser agrees that it is responsible for importing the AxcessCodeSM Publication, including the payment of VAT and any other taxes and duties. Furthermore, Subscriber or Purchaser is responsible for locally self-assessing VAT and other duties for the life of this agreement. Finally, all remittances to Arbinet are to be considered exclusive of VAT.
TERM AND TERMINATION
14. Purchaser is authorized to receive one version of the AxcessCodeSM Publication upon receipt of payment to Arbinet. Additional purchases will require placement of a new order.
15. Subscriber is authorized to use the information contained in the AxcessCodeSM Publication for an initial period of twelve (12) months commencing from the date Arbinet accepts the Order Form. After which, this Agreement automatically renews for successive terms corresponding to the payment method selected in the Order Form, unless terminated as provided in this Agreement.
16. Arbinet may, at its option, terminate this Agreement if Subscriber or Purchaser (i) has failed to pay any fees or other amounts due hereunder within 30 days after the date of the invoice for such payment, (ii) misuses the information contained in the AxcessCodeSM Publication in a manner inconsistent with the terms and conditions of this Agreement, or (iii) materially breaches this Agreement. In the event Subscriber wishes to cancel its subscription to the AxcessCodeSM Publication during the initial
twelve-month term of this Agreement, the Subscriber agrees that it must provide Arbinet with at least 30 days prior notice, remit all payments owed under the initial twelve-month term of the Agreement, and return all excerpts or portions of or extracts from the AxcessCodeSM Publication in its
possession, custody, or control. Beyond the initial twelve-month term, Subscriber agrees to pay the
subscription fee due for the next three months from the date of the cancellation notice.
OWNERSHIP
17. The AxcessCodeSM Publication contains proprietary information of Arbinet, which is protected by copyright and other intellectual property laws. Arbinet retains all rights in the AxcessCodeSM Publication and in any
manner of distribution, including, without limitation, all copyright and other intellectual property rights worldwide. Subscriber or Purchaser shall not contest or otherwise interfere with such rights.
18. Subscriber or Purchaser is permitted to make and store one backup copy of any AxcessCodeSM Publication delivered to Subscriber or Purchaser under this Agreement but shall return or destroy such copy within 30 days of receipt of termination of this Agreement and provide an original executed certificate in the form of Schedule A signed by an officer of the Subscriber or Purchaser.
19. All rights of any kind in the AxcessCodeSM Publication that are not expressly granted in this License are entirely and exclusively reserved to and by Arbinet. You may not rent, lease, modify or create derivative works based on the AxcessCodeSM Publication.
LIMITED WARRANTY
20. While Arbinet attempts to include accurate information in the AxcessCodeSM Publication,
occasional errors or omissions in content may occur. Arbinet will make reasonable efforts to
correct these errors or omissions by providing updates, but makes no representation regarding the
accuracy of information provided. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE AxcessCodeSM
PUBLICATION IS PROVIDED TO THE CUSTOMER "AS IS." ARBINET MAKES NO OTHER WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED. ARBINET DOES NOT WARRANT THE ACCURACY,
COMPLETENESS, PERFORMANCE, CURRENCY, TITLE TO, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AxcessCodeSM PUBLICATION OR THE INFORMATION IT CONTAINS.
ARBINET DOES NOT WARRANT THAT THE AxcessCodeSM PUBLICATION IS ERROR-FREE IN CONTENT. ARBINET SHALL NOT BE LIABLE TO
SUBSCRIBER OR PURCHASER, SUBSCRIBER'S OR PURCHASER'S EMPLOYEE OR OTHER AUTHORIZED USER, OR ANY THIRD PARTY FOR ANY DAMAGE CAUSED IN ANY WAY BY ANY USE OR RELIANCE ON THE AxcessCodeSM PUBLICATION, OR THE INFORMATION CONTAINED IN THE AxcessCodeSM PUBLICATION. ARBINET SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IF THE FOREGOING
LIMITATIONS ARE HELD TO BE UNENFORCEABLE, ARBINET'S LIABILITY FOR DAMAGES UNDER THIS
AGREEMENT TO SUBSCRIBER OR PURCHASER, SUBSCRIBER'S OR PURCHASER'S EMPLOYEE OR OTHER
AUTHORIZED USER OR ANY THIRD PARTY SHALL IN ANY EVENT NOT EXCEED THE TOTAL AMOUNTS PAID UNDER THIS AGREEMENT TO ARBINET BY THE SUBSCRIBER OR PURCHASER.
MISCELLANEOUS
21. This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, excluding its conflict of laws rules. The parties hereby submit to the exclusive jurisdiction of the courts located in the City and State of New York, with respect to any disputes arising hereunder.
22. In the event any of the terms and conditions of this Agreement is deemed invalid by a
competent tribunal, such terms shall be deemed severed from this Agreement, which shall, as so
modified by the severance, in all other respects remain in full force and effect.
23. The remedy at law for breach of a party's unique rights pursuant to this Agreement being inadequate, each party shall be entitled, in addition to such other remedies as it may have, to preliminary and permanent injunctive relief and to specific performance for any breach or threatened breach of this Agreement by the other party without proof of any actual damages that have been or may be caused to it by such breach.
24. This Agreement is not intended to and does not create any fiduciary, agency or partnership
relationship between the parties or as authorizing either party to bind or act as agent of the other.
25. Arbinet reserves the right to publish to others information concerning your identity and registration to use this trial copy of the AxcessCodeSM Publication.
26. Arbinet also reserves the right to use your registration information, supplied by you on the Order Form, for the purpose of marketing any Arbinet product to you, including the AxcessCodeSM Publication
Schedule A
I, _______________________, the ________________________________ (title) of _________________________ ("Subscriber or Purchaser"), pursuant to the License Agreement between Arbinet, Inc. ("Arbinet") and the Subscriber or Purchaser (the "Agreement"), do hereby
certify that:
(a) use of the AxcessCodeSM Publication by our authorized users is in compliance with the terms and conditions of the Agreement;
(b) the number of our authorized users does not exceed the maximum allowed under the Agreement; and
(c) except as expressly permitted by the Agreement, all copies including any backup copy of, and excerpts and
portions of and extracts from, the AxcessCodeSM Publication that have been in the possession, control or custody of the Subscriber or Purchaser (excluding the most recent update provided by Arbinet and any backup copies
thereof permitted under the Agreement) whenever delivered to or made by the Subscriber or Purchaser, have been returned to Arbinet or have been physically erased or destroyed in a manner which effectively expunges from the applicable storage medium all of such AxcessCodeSM Publication, excerpts, portions and extracts.
I certify, under penalty of perjury, that the foregoing is true and correct. Executed on _________ day of ___________________ 20____ in ___________________ (City), __________________ (State) ________________(Country).
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