INRIX flow-down terms

1. LICENCE
   1. CACI hereby grants to the Licensee a non-exclusive, non transferable licence to use the Product for the Purpose in accordance with and subject to:
      1. the Instructions; and
      1. the terms and conditions of this Agreement.
   1. This Agreement shall not be construed as transferring or purporting to transfer any Intellectual Property Rights or any other rights in the Product to the Licensee.
2. THE LICENSEE’S OBLIGATIONS
   1. Throughout the Term the Licensee shall not:
      1. charge or otherwise encumber the Product;
      1. use the Product in any way except in accordance with Clause 2;
      1. sub-license or assign in any way its rights or obligations under this Agreement or in the Product;
      1. make any additions or deletions to the Product without the prior written authority of CACI.
   1. The Licensee shall keep the Product secure and safe from abuse or misuse by any third party and shall do so in particular but without prejudice to the general obligation, where the Licensee uses the Product for the Purpose.
   1. Where the Licensee uses the Product it shall ensure that:
      1. the Product is not altered in any way which would cause it to be inaccurate;
      1. where any output data derived from the Product is made available to third parties such output will be accompanied with the following copyright notices: Source data © INRIX plc; processed data [Year] (or such other or further notice of which CACI  shall notify you from time to time) and  is made available under licence and that INRIX’  and CACI’ trade marks are prominently displayed; and
      1. it notifies CACI in writing of any defects, inaccuracies or other deficiencies in the Product within 7 Business Days after it becomes aware of such defects, inaccuracies or deficiencies.
3. INDEMNITY
   1. The Licensee hereby indemnifies CACI, its suppliers and agents and holds them harmless from and against all liability in respect of any losses, damages, costs and expenses suffered or incurred by them as a result of or in connection with the Licensee’s:
      1.  use of the Product otherwise than in accordance with this Agreement; and/or
      1. breach of any obligation or warranty under this Agreement.
4. LIABILITY
   1. Unless otherwise agreed between the parties, no party shall be liable to the other in respect of this Agreement.
   1. Nothing in this Agreement will exclude or restrict a party’s liability for fraudulent misrepresentation, or death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment.
   1. Neither CACI nor its suppliers will be liable to the Licensee for any loss of profit, business, goodwill or for any indirect or consequential loss or damage, whether arising in contract, tort, negligence, misrepresentation, breach of statutory duty or otherwise.
   1. Neither CACI nor its suppliers will be liable for any loss or damage, whether direct, indirect or consequential, incurred as a result of the Licensee’s reliance on the Product.
   1. In any year (being any successive 12 month period from the Effective Date), the liability of CACI’ and its suppliers under this Agreement for breach of their obligations will not exceed in respect of all claims made and/or arising in that year the amount of the Licence Fee received by CACI in the previous year.
5. WARRANTY
   1. To the extent permitted by law, CACI expressly excludes any statutory or other implied term which might (save for the operation of this clause), otherwise have been implied into this Agreement.
   1. CACI hereby warrant to the Licensee:
      1. that whilst it has used reasonable endeavours to ensure that the Product is as accurate and up to date as possible, CACI does not warrant, either expressly or implied the accuracy of the Product;
      1. that it has or will procure all the necessary rights in the Product to grant the Licence; and
      1. CACI does not warrant that the medium upon which the Product is stored is suitable for the Purpose.
   1. The Licensee warrants that it will implement appropriate technical and organisational measures to protect all Product received under this Agreement against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access.
   1. The Licensee warrants that it will not make any alterations or otherwise process the Product in a manner that would or is likely to cause it to be inaccurate or incomplete.
6. RIGHTS AND OWNERSHIP OF THE PRODUCT
   1. The copyright and all other Intellectual Property Rights of whatever nature in the Product is and will to the extent permitted by law, and against the Licensee, remain the exclusive property of INRIX for the Source Data material and CACI for the Source Data processing.
7. ACCESS AND AUDIT RIGHTS
   1. CACI may audit the performance of the Licensee in respect of the Licensee’s use of the Product and any of the Licensee’s obligations under this Agreement.
   1. CACI may conduct such audits as are referred to in this Clause 12 either itself or through a third party auditor who may exercise CACI’ rights under this Agreement.
   1. CACI may carry out the audits referred to in this Clause 12 either by spot checks or appointment to access any of the Licensee’s sites where the Product is used.  Where access to the Licensee’s sites is required to carry out an audit the Licensee will grant reasonable access to the Licensee’s sites for this purpose.  The audits referred to in this Clause 12.3 may be carried out at any time during normal business hours and upon reasonable notice.
   1. The Licensee will, as soon as reasonably practicable, provide CACI and its staff, contractors, agents, auditors and advisers with such information and assistance, whether by access to the Licensee’s systems, books, records and documentation which in the reasonable opinion of CACI is required to carry out each audit.
   1. The Licensee acknowledges that certain regulatory bodies may lawfully investigate CACI’ affairs. Where a regulatory body exercises such a right the Licensee will assist CACI to supply any information that the regulatory bodies may lawfully request.
   1. The Licensee shall from time to time on request provide to CACI a copy (free of charge) of any information, advertising, marketing or promotional literature or any other literature or documents kept or produced in any form in which the Licensee has incorporated or made reference to the Product or the Service either wholly or in part or its use of the Product under this Agreement.
8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed and construed in accordance with the laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.