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Indian Citation Index
  Terms and Conditions
 Terms and Conditions
        Cover Sheet
        Key Definitions
        General Terms and Conditions
        Authorized subscriber(s) site(s)- Annexure-1
        Access Policy - Annexure-2


         COVER SHEET

         PARTIES AND ADDRESSES.

This is an agreement between DIVA ENTERPRISES Pvt. Ltd., B-13, 3rd Floor, Block A, Ring Road, LSC., Naraina Vihar, New Delhi, 110028 and -----------------(Client/Customer Name & Address)---------------------

         AUTHORIZED USERS

Current members of the staff/students/researchers/faculty etc. of the Authorized Site (s) (whether on a permanent, temporary, contract or visiting basis) and other individuals who are currently studying at the Authorized Site�s institution, and permitted to access the Secure Network from within the premises of the Authorized Site (s) and from such other places where Authorized Users work or study, including without limitation halls of residence and lodgings and homes of Authorized Users, and who have been issued by the Authorized Site with a password or other authentication. Authorized Users also means Walk-in Users of the Authorized Sites accessing the Database by means of Workstations located in the Authorized Sites� library facilities on an occasional basis and in accordance with library policy and the terms and conditions of the Agreement. Remote access to the Database by members of the public (Walk-in Users) is not permitted.

         TERM

Effective Date: ---------------------
Termination Date: -------------------

         DATABASE/EDITIONS

During the Term of this Agreement, Client will have a license to access the following Databases subject to the terms and conditions herein:

1. ---------------------------NAME OF DATABASE (S)------------------

Following the expiration of this Agreement, Client will have a perpetual license to access all data, existing as of the expiration date of this Agreement, contained in those Databases which are marked �Perpetual�. Client�s access to the Database above which are marked �Time Limited� shall cease immediately upon termination or expiration of the Agreement, likewise subject to the terms and conditions herein.

         FEES

Rs.350,000.00/annum/site/single location

         RELATIONSHIP BETWEEN PARTIES

In consideration of the mutual promises set forth herein and attached hereto, DIVA ENTERPRISES Pvt. Ltd. and Client shall be bound by the terms and conditions of this Agreement and have caused this Agreement to be executed by their duly Authorized representatives Client and DIVA ENTERPRISES Pvt. Ltd. both shall abide themselves with all the terms and conditions set out herein.

DIVA ENTERPRISES Pvt. Ltd. and ---------------------(Client's)

Authorized Signatory DIVA ENTERPRISES Pvt. Ltd.,

Signature:

Designation:

Date:

Authorized Signatory of Subscriber,

Signature:

Date:

Witness 1 Name: Witness 1 Name:
Signature: Signature:
Designation: Designation:
Date: Date:
Witness 2 Name: Witness 2 Name:
Signature: Signature:
Designation: Designation:
Date: Date:

        Top KEY DEFINITIONS

         Authorized Users

Individuals defined as above and set forth on cover sheet

         Commercial Use

Use for the purposes of monetary reward (whether by or for the Client or an Authorized User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Products. For the avoidance of doubt, neither recovery of direct costs by the Client from Authorized Users, nor use by the Client or by an Authorized User of the Products in the course of research funded by a commercial organization, is deemed to constitute Commercial Use.

         Fee

The fee agreed by Client and DIVA ENTERPRISES Pvt. Ltd. for access to the ICI Database as set forth above on the Cover Sheet.

         Authorized Sites

The site (s) of the organization (s)/Institute (s) specified in Appendix-1.

         Secure Network

A network (whether a stand alone network or a virtual network within the Internet) which is only accessible to Authorized Users approved by Client whose identity is authenticated at the time of login and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by Client.

         Walk-in Users

The persons who are not Authorized Users as defined above, but are registered as permitted users of Client�s library or information service and are permitted to access the Secure Network from computer terminals within the Authorized Sites� library premises. For the avoidance of doubt, the payment of a fee if any in order to be registered as a Walk-in User is deemed not to constitute Commercial Use under Clause Commercial Use above.

         Databases

Indian Citation Index (ICI) database(s) as specified on the Cover Sheet.

         Database Access Technology

Means all software and other intangible property provided by DIVA ENTERPRISES Pvt. Ltd. to Client for purposes of accessing the Databases including, but not limited to, programs in both source and machine readable form, data files, data structures, data relationships, data elements, data indexes and inter-dependencies of individual data elements to one another, data content policies, data enhancements and data algorithms or any derivative works thereof.

         Documentation

Means any instructional or reference materials produced and owned by DIVA ENTERPRISES Pvt. Ltd. relating to the ICI as provided in hardcopy or electronic form during the contract term.

         Intellectual Property Rights:

Means all patents, copyrights, design rights, database rights, trade marks, service marks, trade secrets, rights in know-how, moral rights and any other intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.

         Products :

ICI and other Database(s) and the Database Access Technology.

         Searches :

Means the (1) one-time, nonrecurring search or (2) repetitive search of information from all or any part of the Databases matching authors� names, title words, citations, or other descriptive data against groups of one or more terms submitted as a query by Authorized Users.

         Search Results :

Means those results obtained from Searches.

         Updates :

Means any enhancements, modifications, revisions, corrections, updates, upgrades or new versions of the ICI and other Product(s).

         TopGENERAL TERMS AND CONDITIONS

         1. AUTHORIZED USE OF PRODUCT

1.1. DIVA ENTERPRISES Pvt. Ltd. hereby grants to Client the limited, non-exclusive, non-transferable right during the contract term to allow Authorized Users to access the Databases and the data contained therein solely through the Database Access Technology for the purpose of performing (1) Searches; (2) printing, downloading, and distributing (in any form, including, but not limited to, printed, electronically relayed, posted to User-restricted list services or User-restricted bulletin boards, or magnetically stored) Search Results, in whole or in part, provided that Authorized Users will not distribute or otherwise provide the Search Results, or the Database, in whole or in part, to anyone not a User. For the avoidance of doubt, Users may print, download, and distribute Search Results among Authorized User down load print and its distribution among Authorized Sites); (3) distributing data retrieved from the Databases or the Search Results to third parties as incidental samples for illustrative or demonstration purposes only; (4) distributing limited, specifically relevant portions of the Databases to be utilized for interactions with government regulatory agencies in connection with Licensee�s products or services; and (5) utilizing bibliographic and abstract data retrieved from the Databases for the purpose of research publication only.
1.2. Allow Authorized Users to have access to the Product, from DIVA ENTERPRISES Pvt. Ltd. Server or from another server designated by DIVA ENTERPRISES Pvt. Ltd. via the Secure Network.
1.3. Allow Walk-in Users to have access to the Product, from computer terminals within the Authorized Sites� library premises from DIVA ENTERPRISES Pvt. Ltd. server or from another server designated by DIVA ENTERPRISES Pvt. Ltd.
1.4. Display, download or print the Search Results for the purpose of internal marketing or testing, or for training Authorized Users.
1.5. DATABASE ACCESS TECHNOLOGY. DIVA ENTERPRISES Pvt. Ltd. hereby grants to Client, non-exclusive, nontransferable right during the contract term to use the Database Access Technology solely as necessary to allow Authorized Users to access the Databases in the manner provided hereunder, but for no other purpose whatsoever. During the contract term, DIVA ENTERPRISES Pvt. Ltd. will provide Updates to the Database Access Technology on a schedule to be determined by DIVA ENTERPRISES Pvt. Ltd.

         2. RESTRICTIONS ON USE OF THE PRODUCT

2.1.Except as expressly provided herein and in any appendices attached hereto and made a part hereof, no other use of the Products is permitted. In particular, neither Client nor any Authorized User may, nor shall either Client or any Authorized User permit a third party to: i) copy, duplicate, reproduce, translate into any language, or in any way reproduce any part of the Products; ii) except as set forth herein, distribute or transfer the Products, or any portion thereof, in any form (printed, electronically relayed, posted to public list services or bulletin boards, or magnetically stored), except for data retrieved from the Databases, which may be distributed to, or for the benefit of, Authorized Users only, or to non-Authorized Users for incidental samples used for illustrative or demonstration purposes only; iii) access the source code, data algorithms or other aspects of the Products that are not displayed to Authorized Users in their authorized use of the Products; iv) reverse engineer, de-compile, translate, modify, distribute, broadcast, disseminate or create derivative works from the Products or otherwise use the Products (or any portion or derivation thereof) in any product or service; v) alter, obscure, remove, interfere with or add to any of the trade marks, trade names, markings or notices, including, but not limited to, copyright notices, affixed to or contained in the Products or any Updates included at the time such Updates are delivered to Client; vi) create subsets or derivative databases from the Databases, except as required to fulfill the usage as defined above; or vii) publish or otherwise disseminate Search Results for Commercial Use or sale.
2.2. Neither Client nor Authorized Users may remove or alter the authors' names or DIVA ENTERPRISES Pvt. Ltd.� copyright notices or other means of identification or disclaimers as they appear in the Products.
2.3. Neither Client nor Authorized Users may systematically make print or electronic copies of multiple extracts of the Products for any purpose except as set forth under the terms of this Agreement.
2.4. Neither Client nor Authorized Users may provide, by electronic means, to a user at another library or elsewhere, a retained electronic copy of any part of the Products.
2.5. Neither Client nor Authorized Users may mount or distribute any part of the Products on any electronic network, including without limitation the Internet and the World Wide Web, other than the Secure Network without DIVA ENTERPRISES Pvt. Ltd.� explicit written permission.
2.6. Client�s explicit written permission must be obtained in order to Use the whole or any part of the Products for any Commercial Use.
2.7. Systematically distribute the whole or any part of the Products to anyone other than Authorized Users
2.8. Publish, distribute or make available the Products, works based on the Products or works which combine it with any other material, other than as permitted in under the terms of this Agreement.

         3. USER COMPLIANCE; SAFEGUARDING PRODUCT.

Client recognizes the importance of DIVA ENTERPRISES Pvt. Ltd. maintaining its proprietary rights in the Products and of avoiding improper use of the Products. Client hereby undertakes to and shall ensure that (i) Authorized Users and Authorized Sites are informed of, and shall comply with, the limitations on usage set forth in this Agreement and all other terms of this Agreement; (ii) a system to limit access to the Products to Authorized Users is established at the Authorized Sites from the Effective Date and remains fully operational at all times throughout the term of this Agreement; (iii) Client, Authorized Users and Authorized Sites use reasonable care to prevent the disclosure, dissemination, copying and use of the Products or any portion thereof, in violation of the terms of this Agreement; and (iv) Client and Authorized Sites maintain adequate security measures, subject to DIVA ENTERPRISES Pvt. Ltd.� reasonable approval, to safeguard the Products from access or use by any third party. Further, Client shall notify DIVA ENTERPRISES Pvt. Ltd. promptly upon becoming aware of any unauthorized disclosure, use or copying of the Products by an Authorized User and shall ensure that the Authorized Sites immediately cease to provide access to the Products to any such Authorized User. Moreover, Client shall, at its sole cost and expense, indemnify, defend and hold DIVA ENTERPRISES Pvt. Ltd. and its employees harmless from and against any claims resulting from or relating to the Authorized Users� and / or Authorized Sites� failure or inability to strictly conform to the terms of this Agreement.

         4. ACCESS TO DATABASES .

4.1. Access. DIVA ENTERPRISES Pvt. Ltd. shall make the Database (s) available to Client through access to the authorized host site for the purposes set forth above provided that Client is in compliance with its payment obligations stipulated herein. Access policy to client (s) shall be as stipulated in Annexure - 2.
4.2.Scheduled Maintenance. DIVA ENTERPRISES Pvt. Ltd. may suspend access to the authorized host site to perform maintenance, network upgrades or other work related thereto (�Scheduled Maintenance�). In the event DIVA ENTERPRISES Pvt. Ltd. plans to suspend access to the authorized host site, DIVA ENTERPRISES Pvt. Ltd. will provide seventy-two (72) hours notice to Client in advance of such Scheduled Maintenance.
4.3. Availability. DIVA ENTERPRISES Pvt. Ltd. shall use commercially reasonable efforts to: (A) maintain adequate server capacity and adequate Internet connection bandwidth to the location where DIVA ENTERPRISES Pvt. Ltd. hosts its servers, in each case, to provide Client with reasonable access to the Database; (B) make the Database(s) available via the authorized host site to Licensee and to Authorized Users on a twenty-four (24) hour per day, basis, except in the event of Scheduled Maintenance; and (C) restore access to the Databases in the event of an unscheduled interruption or suspension of the service. In the event, due to causes within its reasonable control, DIVA ENTERPRISES Pvt. Ltd. is unable to provide Client with access to the Database for a period of ten (10) business days within a calendar year (a day being defined as Twenty-four (24) consecutive hours), DIVA ENTERPRISES Pvt. Ltd. agrees to refund to Client a prorated amount of the then current Database fee paid for the period access is denied.
4.4. Monitoring; Suspension. DIVA ENTERPRISES Pvt. Ltd. reserves the right to monitor Client and Authorized Users� access to the authorized host site. DIVA ENTERPRISES Pvt. Ltd. further reserves the right to temporarily suspend Client and Authorized Users� access to the authorized host site and/or Databases where Client or any Authorized User�s actions create a denial of access or other impediment of service which adversely affects or may adversely affect DIVA ENTERPRISES Pvt. Ltd.� ability to provide any service to Client or Authorized Users. DIVA ENTERPRISES Pvt. Ltd.DIVA ENTERPRISES Pvt. Ltd. shall notify Client or Authorized Users in writing or electronically of any temporary suspension, and the cause thereof, as soon as reasonably practicable.
4.5. Technical Support. DIVA ENTERPRISES Pvt. Ltd. shall provide technical support and assistance to enable Client or Authorized Users to make proper use of the Databases, including access to help desk facilities in accordance with the ICI official website.

         5. TRAINING

DIVA ENTERPRISES Pvt. Ltd. shall conduct �Train-the-Trainer� sessions for library and information science professionals of the Authorized Sites at the mutually agreeable locations, and any other locations mutually agreed upon by the parties, at no additional charge to Client.

         6. USAGE INFORMATION AND STATISTICS

6.1. DIVA ENTERPRISES Pvt. Ltd. reserves the right to share aggregate usage information with third-party licensors for the purpose of administration, maintenance and support of the Products.
6.2. DIVA ENTERPRISES Pvt. Ltd. will make available to Client statistics regarding the usage of the Products by Client and/or Users.

         7. PAYMENT

7.1. Fees. In consideration for its use of the Products, Client shall pay to DIVA ENTERPRISES Pvt. Ltd., either directly or via a third party authorized by Client to do so on its behalf, the Fees set forth on the Cover Sheet. Any payments due under this Agreement shall be payable upon receipt of DIVA ENTERPRISES Pvt. Ltd.� invoice except as otherwise expressly agreed to by the parties. Except as otherwise expressly noted on the Cover Client shall not be required to pay DIVA ENTERPRISES Pvt. Ltd. for any hidden cost except the agreed invoiced amount.
7.2. Taxes. All payable fees shall be exclusive of any and all charges or taxes imposed by the government upon the Product (s) under the Agreement. The payment to DIVA ENTERPRISES Pvt. Ltd. of the royalties, fees, compensation, and other payments provided for in this Agreement shall be free and clear of any deduction or withholding for or on account of any taxes, levies, imposts, duties, charges, assessments or fees of any nature imposed by the government. If any such deduction or withholding is required with respect to any payment due to DIVA ENTERPRISES Pvt. Ltd. under this Agreement, such payment shall be increased by an additional amount such that the net amount actually received by DIVA ENTERPRISES Pvt. Ltd., after such deduction or withholding, will equal the full amount that DIVA ENTERPRISES Pvt. Ltd. would have received if no such deduction or withholding had been required. The payment of any taxes, charges or fees required to be deducted or withheld from royalties, fees, compensation or other payments due to DIVA ENTERPRISES Pvt. Ltd., and the filing of any information or tax returns with respect thereto, shall be the responsibility of Client, which shall promptly forward to DIVA ENTERPRISES Pvt. Ltd. an official receipt (or a certified copy) or other documentation reasonably acceptable to DIVA ENTERPRISES Pvt. Ltd. evidencing such payment. Client shall be liable to DIVA ENTERPRISES Pvt. Ltd. with respect to any amounts, fines, or penalties arising out of or resulting from any failure, delay, or error in discharging the aforesaid obligations.
7.3. Fee Modification. The fees set forth as defined above shall be effective during the initial contract term and may only be modified for each renewal term upon mutual agreement of the parties.

         8. TERM AND TERMINATION

8.1. Term. Unless earlier terminated pursuant to the terms hereof, the term of this Agreement shall be as set forth on the Cover Sheet.
8.2 Termination. Without prejudice to its other rights and remedies, either party may, by written notice to the other, terminate this Agreement with immediate effect if: (1) the other party is in material breach of the Agreement and either that breach is incapable of remedy or the other party has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or (2) Client becomes bankrupt, insolvent, or unable to pay its debts when due.
8.3. Effect of Termination. Unless otherwise indicated herein, Client�s access to the Products shall cease immediately upon termination or expiration of the Agreement. Within 30 days after the termination or expiration of the Agreement, Client shall erase or destroy all copies of Products in Client�s possession or control from all media, disk files and central data system memory, and shall, on DIVA ENTERPRISES Pvt. Ltd.� request, deliver to DIVA ENTERPRISES Pvt. Ltd. a statement of an individual having sufficient knowledge of this Agreement and the status of the Products, certifying that access has ceased and the Products have been erased from all storage media of Client. Further, Client shall notify all Authorized Users of their obligations to cease access to the Products, and erase or destroy all copies of Products in their possession or control. Notwithstanding the foregoing, provided this Agreement is not terminated for Client�s breach hereof, Client will have a perpetual license to use all data, existing as of the termination or expiration date, contained in the Databases so designated on the Cover Sheet. Following the termination or expiration of this Agreement, any Perpetually Licensed Data that was accessed by Internet during the Term will be supplied to Client in a fixed electronic media. All restrictions and obligations set forth in Section 1 shall continue to apply to any use of the Perpetually Licensed Data by Client and Authorized Users, and may terminate Client�s perpetual license if Client fails to comply with such restrictions and obligations.

         9. INTELLECTUAL PROPERTY RIGHT

As between Client and DIVA ENTERPRISES Pvt. Ltd., DIVA ENTERPRISES Pvt. Ltd. retains all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Products and any portion thereof, including, without limitation, any copy or derivative work of the Products (or any portion thereof) and any Updates thereto. Client acknowledges that the Products are extremely valuable, are confidential and proprietary to DIVA ENTERPRISES Pvt. Ltd. and its third-party licensors, and are subject to Intellectual Property Rights of DIVA ENTERPRISES Pvt. Ltd. and its third-party licensors. Client agrees to take any action reasonably requested by DIVA ENTERPRISES Pvt. Ltd. to evidence, maintain, enforce or defend the foregoing. Client shall not take any action that jeopardizes, limits or interferes in any manner with DIVA ENTERPRISES Pvt. Ltd.� ownership of and rights with respect to the Products, or any derivative work thereof or Update thereto. Client shall have only those rights in or to the Products and any derivative work thereof or Update thereto expressly granted to it pursuant to this Agreement. Client shall not remove or alter copyright or other proprietary notices included in the Products and shall include or maintain such copyright and other proprietary notices in all authorized copies of the Products, or any portion thereof.

         10. WARRANTY

10.1. Limited Warranty of DIVA ENTERPRISES Pvt. Ltd.. DIVA ENTERPRISES Pvt. Ltd. warrants that it has the power to grant the rights in the Products granted to Client herein. DIVA ENTERPRISES Pvt. Ltd. warrants that it owns or has obtained all rights to provide the Products, free and clear of any third person claims.
10.2 Disclaimer. EXCEPT AS SET FORTH IN SECTION 9 ABOVE AND TO THE EXTENT PERMITTED BY LAW, THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, AND THE PRODUCTR AND DOCUMENTATION ARE OTHERWISE PROVIDED �AS IS.� DIVA ENTERPRISES Pvt. Ltd. AND ITS THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES RELATED TO AVAILABILITY, QUALITY OR PERFORMANCE, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. DIVA ENTERPRISES Pvt. Ltd. does not warrant that operation of the Products shall be uninterrupted or error free
10.3. Client warrants that it shall comply with all applicable laws and regulations regarding use of the Products and their components, including, without limitation, any applicable export laws.

         11. INDEMNITY

DIVA ENTERPRISES Pvt. Ltd. shall defend, indemnify and hold Client harmless from and against any third-party claim of copyright or infringement relating to the Products, provided that Client (a) promptly notifies DIVA ENTERPRISES Pvt. Ltd. in writing of any such claim and allows DIVA ENTERPRISES Pvt. Ltd. to fully and completely control at its sole discretion, and fully cooperates with DIVA ENTERPRISES Pvt. Ltd. in, the defense of any such claim and all related settlement negotiations; (b) does not, without the DIVA ENTERPRISES Pvt. Ltd.� written consent, do or omit to do anything, or make any admission, which materially prejudices DIVA ENTERPRISES Pvt. Ltd.� defense of such claim; and (c) takes all reasonable steps to mitigate any loss or damage to the third party claimant. In the event an injunction is sought or obtained against Client�s use of the Products as a result of any such infringement claim, DIVA ENTERPRISES Pvt. Ltd. may, at its sole option and expense; (i) procure for Client the right to continue using the affected Products or (ii) replace or modify the affected products so that they do not infringe. DIVA ENTERPRISES Pvt. Ltd. shall have no liability for any claim based upon (a) use of other than the then-current, unaltered version of the applicable Products; (b) use, modification, operation or combination of the applicable Products with non-DIVA ENTERPRISES Pvt. Ltd. programs, data, equipment or documentation if such infringement would have been avoided but for such use, modification, operation or combination; (c) compliance with Client�s designs, specifications or instructions; or (d) any third party software. THE FOREGOING CONSTITUTES THE ENTIRE LIABILITY OF DIVA ENTERPRISES Pvt. Ltd., AND CLIENT�S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OF THIRD-PARTY.

         12. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DIVA ENTERPRISES Pvt. Ltd. BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, DAMAGES FOR LOSS PROFIT, LOST DATA OR LOST BUSINESS, OR ANY OTHER INDIRECT DAMAGES. DIVA ENTERPRISES Pvt. Ltd. shall have no liability with respect to claims relating to or arising from the use of non-DIVA ENTERPRISES Pvt. Ltd. products and services, even if DIVA ENTERPRISES Pvt. Ltd. has recommended, referred or introduced Client to such products and services. In no event shall DIVA ENTERPRISES Pvt. Ltd.� liability under this Agreement exceed the annual Fees received by DIVA ENTERPRISES Pvt. Ltd. from Client for the year during which the cause of action arose.

         13. CONFIDENTIALITY

Client shall treat and hold the Products and the terms of this Agreement in strict confidence. However, Client shall inform Authorized Users of rights and restrictions set forth under this Agreement. Except as may be required by law or governmental rules and regulations, DIVA ENTERPRISES Pvt. Ltd. and Client agree not to publicly or privately announce or disclose the terms and conditions of this Agreement without first securing the written consent of the other party. This obligation of confidentiality will not apply to information which is in the public domain or that becomes public without fault or breach of this Agreement by the parties.

         14. FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strike, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, government action, labor conditions, applicable communicable diseases, or any other cause which is beyond the reasonable control of such party.

         15. GOVERNING LAWS AND DISPUTE RESOLUTION

The Parties hereby agree to submit any dispute, controversy or claim arising under or in relation to this Agreement, or the breach, termination or invalidity thereof, to binding arbitration. The arbitration tribunal shall consist of three independent and impartial arbitrator(s), one to be appointed by each of the Parties within thirty (30) days of Notice of Arbitration (as defined below). The two arbitrators thus appointed shall choose the third arbitrator who will act as the presiding arbitrator of the said arbitration tribunal. If, within twenty-one (21) days after the appointment of the second arbitrator, the two arbitrators have not agreed on the choice of the presiding arbitrator, the presiding arbitrator shall be appointed by the Parties by mutual agreement. The arbitration shall be conducted in English. The Parties shall bear the cost of arbitration in equal proportions and each Party shall bear its own expense in relation to the arbitration proceedings. Judgment upon the award rendered by the arbitrators may be entered into any court of competent jurisdiction of Delhi, India.

         16. MISCELLANEOUS

16.1. Severability. Invalidity or unenforceability of one or more of the provisions of this Agreement shall not affect any other provision of this Agreement and such provision(s) shall be adjusted to the minimum extent necessary for validity or enforceability.
16.2 Legends/Promotions. Client shall instruct all Authorized Users using the Databases or output there from to give proper attribution to DIVA ENTERPRISES Pvt. Ltd. for any data extracted from the Database. Client shall use a legend properly identifying contents to appear upon any containers for any media containing the Products. Internal promotion(s) of the Products must carry the official Product name, trademark and identification of copyright ownership. Nothing in this Agreement grants Client any right to use DIVA ENTERPRISES Pvt. Ltd.� trademarks or trade names except in use connected with the identification of the Products.
16.3 No Waiver. Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
16.4 Relationship of the Parties. Each of the parties is an independent entity and neither party shall have any authority to represent the other party, and shall not state that it has such authority, express or implied, to represent the other party as an agent, joint ventured, or otherwise in any other capacity, or to bind or otherwise undertake any obligation on behalf of the other party. The Agreement is non-exclusive.
16.5 Equitable Relief. Notwithstanding anything stated to the contrary in this Agreement, in the event of a breach of any of the provisions of this Agreement, DIVA ENTERPRISES Pvt. Ltd. shall be entitled to (i) seek specific performance of the breached provision(s) or injunctive relief in any court of competent jurisdiction, and (ii) a return of any applicable Product by Client without any rebate or refund of Fees, in addition to any other rights and remedies to which it shall otherwise be entitled. Further, in the event of a breach of any of the provisions of this Agreement by DIVA ENTERPRISES Pvt. Ltd., Client shall be entitled to seek specific performance of the breached provision(s) or injunctive relief in any court of competent jurisdiction.
16.6 Third-Party Beneficiaries. DIVA ENTERPRISES Pvt. Ltd.� third-party licensors are intended third-party beneficiaries of this Agreement with respect to the provisions which relate to Client�s use of the Products containing elements licensed from such third-party licensors. Such provisions are enforceable by such third-party licensor(s) in addition to DIVA ENTERPRISES Pvt. Ltd.. DIVA ENTERPRISES Pvt. Ltd. has assumed responsibility for the selection of such materials and their use in producing the Databases.
16.7 Assignment. This Agreement may not be assigned by Client without the prior written consent of DIVA ENTERPRISES Pvt. Ltd.. DIVA ENTERPRISES Pvt. Ltd. will be entitled to transfer all or any or its rights or obligations under the Agreement to any third party.
16.8 Notices. Any notice hereunder shall be sent by personal delivery, expedited mail service with verification of receipt, or by certified mail, postage prepaid, return receipt requested, to either party at its address set forth herein or such other address as shall have been communicated in writing to the other, and shall be deemed effective upon receipt.
16.9 Entire Agreement. This Agreement, including the Cover Sheet and any attached Exhibits, contains the entire agreement of the parties as to the Products. Any terms of a purchase order or similar instrument issued by Client with respect to the Products or this Agreement will not affect the terms and conditions of this Agreement. This Agreement may be amended or modified only by a writing signed by the parties.

        Top Annexure - 1

Name (s) of Authorized site (s)



---------------------------------------


        Top Annexure - 2

          1. Access Policy : IP based, userid/email based

Access is available through a Secure Network which means either a stand alone network or a virtual network within the Internet and accessible to Authorized Users only whose identity is authenticated at the time of login and periodically thereafter consistent with current best practice. Different types of access will be available against a formal request from users/customers; no verbal/telephonic communication to this effect from either side shall be entertained.

          1.1 Trial

          1.1.1 Individual Institution:

IP based access to Institutions and Institutions based few important officials may be available for a period of 30 days. This may be extended further for 15 days on customer's request. Extension beyond 45 days will be available as a special case and requested so by the customer. The total trial period will not exceed over 60 days time. However, as an exceptional case, trial period can go up to 90 day's time and not beyond in any case.
Incase, the institute/organization has multiple locations/campuses; the trial will be at one location only of the customer's choice.

         1.1.2 Trial for Consortia:

In case of consortia, the trial access may be granted to all members of consortia if they demand so. The duration and access mode shall be the same as for individual institutional user (s)

         1.1.3 Trial for Individual User:

In general No Trial, however, it may be considered and granted on one's request if the individual holds important official position. This may be for a period of 60days and if further requested, it may extend further for 15 days. The access to individual user (s) shall be granted through official user ID or mail; no access shall be on Yahoo mail, Gmail etc.

         1.1.4 Re-trial:

Generally it should be discouraged; however, Re-trial can be considered and granted only after six month's gap from the date of earlier given trial only for potential buyers. The re-trial after six months period would be available for 15 days time with updated features of the product. After one re-trial there will not be repeated re-trial.

         1.2 Subscription based Access:

IP based access in normal course, however, user ID or e-mail based access may be granted to few important official(s) of the organization (s) because of their busy schedule even out side of their office premises.

         1.3 ICI Awareness and Training:

In case of subscribers of ICI users, half a day session on ICI use training/education can be done at user(s) premise(s) on demand to use it effectively and optimally. Also, training/education on ICI use can be at any centrally located/identified and mutually agreeable place.

         1.4 Non IP Based Access

          Registered users:

Individual registered users can have access to limited set of database. The limited database will represent 10% data from each subject category and access will be with full features of the product. The initial duration of access is 45 days time and it may be extendable further on demand of the user (s) for another 30 days.

 

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