ACCESS AND USE IS ONLY PERMITTED FOR APPROVED REPRESENTATIVES OF COMPANIES WHO HAS EXECUTED A MEMBERSHIP AGREEMENT WITH UK HUB Data Exchange Ltd., THEIR EQUIPMENT SUPPLIERS/MANUFACTURERs AND SERVICE PROVIDERS. THE TERMS “YOU”OR “YOUR” IN THIS AGREEMENT SHALL REFER TO USER REPRESENTATIVES FROM SUCH ENTITIES.
THE TERM “WE”, “US” or “OUR” REFERS TO SHARECAT SOLUTIONS AS.
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE UK HUB SERVICE.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on February 1, 2019. It is effective between You and Us as of the date referenced in your Membership Agreement or Approval To Use Form.
In this Agreement, the following words and expressions shall have the following meanings unless the context otherwise provides:
“Agreement” means this Agreement together with its appendices.
“Content” means the information made available in the UK Hub Service from SHAREcat, related to third party equipment/parts, of which a major part has been or will be verified by the Manufacturer, Supplier of said equipment, or a 3. Party appointed by UK Hub Data Exchange ltd.
“Documentation” means information related to the UK Hub Service outlining functionality, help and support services and operating service levels – outlined in “Supported Product & Service Levels” section of this website.
“Manufacturer” means a company, or part of a company, that manufactures equipment for sale or resale either directly or via a Supplier.
“SHAREcat” means the systems and technology platform used as basis for the UK Hub Service and is owned and operated by Sharecat Solutions AS. It is used to record, organise and provide access to and manage Content, with its functions and service levels, as described in the Documentation for the UK Hub Service .
“Sharecat Solutions” means the legal entity who has developed and holds all rights and title to SHAREcat which is the technology platform and Content us as basis for the UK HUB Service
“Supplier” means a company, or part of a company, that on behalf of manufacturer(s) is reselling equipment.
“UK Hub Data Exchange ltd” the legal entity providing the UK Hub Service to the industry
“UK Hub Service” means this customized set up of SHAREcat referenced herein and described in the Documentation.
2. USE OF THE UK HUB SERVICE AND CONTENT
The UK HUB Service and Content are subject to usage only as outlined in this Agreement and the Documentation. Access to the service is for approved users only. User’s login id and password may not be shared with any other individual
The functionality and Content in the UK Hub Service is aimed to, in a collaborative way, support the delivery and use of equipment and parts information for all participants in the industry. Your access to, and use of the UK Hub Service with its Content must be a part of this process.
As a User You will not (a) make the UK HUB Service or Content available to anyone other than Users, or use any UK HUB Service or Content for the benefit of, anyone other than You and the entity you represent, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any UK HUB Service or Content, or include any UK HUB Service or Content in a service bureau or outsourcing offering, (c) use the UK HUB Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the UK HUB Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the UK HUB Service or third-party data contained therein, (f) attempt to gain unauthorized access to the UK HUB Service or Content or its related systems or networks, (g) permit direct or indirect use of the UK HUB Services in a manner that violates this Agreement or to access or use any of Our intellectual property except as permitted under this Agreement, (h) modify, copy, or create derivative works based on the UK HUB Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an (j) frame or mirror any part of the UK HUB Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted, or (k) disassemble, reverse engineer, or decompile the UK HUB Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the UK HUB Service, (3) copy any ideas, features, functions or graphics of the UK HUB Service or (4) determine whether the UK HUB Service are within the scope of any patent. Any use of the UK HUB Service in breach of this Agreement by You that in Our judgment threatens the security, integrity or availability of the UK HUB Service, may result in Our immediate suspension of the UK HUB Service, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
Any breach of the above usage conditions may lead to You being suspended from the Service.
Any use of the Service in breach of this Agreement by You that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of You from the Services.
3. OBLIGATIONS OF MEMBER
During the term of this Agreement, Member shall:
• Member shall be solely responsible and liable for all modifications and changes required in Member Systems related to the integration of such systems with the UK Hub Service.
• Member shall ensure, by written agreements with Manufacturers and Suppliers, that all needed authorizations are in place for Member to have access to and make copies of Member Related Content insofar as such copying is provided for under this Agreement. Member shall indemnify and hold harmless Company from and against any and all damages, costs and third party claims suffered/accrued/put forward due to or related to the lack of such authorizations.
• Member shall be responsible for appointing the persons to be authorised to use the UK Hub Service on behalf of Member and/or Service Providers under this Agreement, and to promptly register such authorisations and chains of approval, etc. in the UK Hub Service.
• Member shall ensure that all data registered in the UK Hub Service by Member or any person or entity authorised by Member pursuant to this Section, hereunder data contained in Member Owned Content, i.) does not infringe any third party intellectual property rights; ii.) comply with all applicable laws and regulations; and iii.) does not contain computer viruses, trojans or other harmful content or code. Member shall indemnify and hold harmless Company from and against any and all damages, costs and third party claims suffered, accrued or put forward due to or related to non-compliance with the obligations contained in items i.) to iii.) in the preceding sentence of this paragraph by Member or any person or entity authorised by Member to access and/or use the UK Hub Service and/or ShareCat pursuant to this Section.
4. OBLIGATIONS OF COMPANY
During the term of this Agreement, Company shall:
• Operate, support, maintain and enhance the UK Hub Service in accordance with the Documentation outlined at www.uk-hub.co.uk.
• Ensure that adequate information security requirements are according to industry standards where information security requirements will continuously be aligned with the overall threat level for Company;
• With commercially reasonable effort diligently and on-going work to reduce information related risks to acceptable levels;
• Have the resources and skills to reasonably support Member, Service Providers and their Suppliers and Manufacturers in the use of the UK Hub Service as set out in Scope;
• Provide Member with access to any released new versions (updates and fixes) of the functionality provided within the UK Hub Service as of the time of commencement of this Agreement;
• On an on-going basis, provide Member with information regarding new product developments and future product development plans of Company, and offer to Member, subject to additional payment, access to new modules and functionality;
• Subject to additional payment, to provide additional services required by Member in order to integrate or access new versions, modules or functionality to the UK Hub Service; and
• Ensure that Member Owned Content is not made available to Member and/or Service Providers, entities and persons appointed and authorised by Member In accordance with this Section.
5. INTELLECTUAL PROPERTY RIGHTS
We hold all rights, title and interest, including copyright and other intellectual property rights, in and to SHAREcat and to metadata relating to Content. You shall notify Us of any potential or alleged infringement of Our intellectual property rights of which You becomes aware.
6. REPRESENTATIONS AND WARRANTIES
Company represents that it has never received or been made aware of claims or allegations that the UK Hub Service infringes or violates any copyright of any third party.
Company warrants that, when operated in accordance with the technical specifications provided, the UK Hub Service, including any new versions thereof, will function substantially in accordance with the Documentation outlined at www.uk-hub.co.uk .
If the UK Hub Service and/or any upgrades or updates thereof, fails to comply with the warranty set forth in this Article, Company will promptly initiate the implementation of measures to correct such non-compliance.
In the event of non-compliance with the service levels in the Documentation outlined at www.uk-hub.co.uk, Member is entitled to service credits as set out in the Documentation.
The Content held in the UK Hub Service relates to equipment and parts manufactured and sold by third parties. Although the Content to a major extent is composed of publicly accessible technical data, the UK Hub Service may therefore also contain information that is protected by copyright or other intellectual property rights of such third parties. No express or implied warranties are provided hereunder for the correctness and/or general or specific suitability of Content.
The right to use Content subject to third party intellectual property rights, is a matter between Member and the Manufacturer and/or Supplier of the equipment or parts to which the data relates. HENCE, COMPANY DISCLAIMS ALL LIABILITY RELATED TO THE USE OF CONTENT BY MEMBER, SERVICE PROVIDERS AND ANY OTHER PERSON OR ENTITY AUTHORISED BY MEMBER TO USE CONTENT. COMPANY ALSO DISCLAIMS ALL LIABILITY FOR THE CORRECTNESS AND GENERAL AND/OR SPECIFIC SUITABILITY OF CONTENT FOR MEMBER, SERVICE PROVIDERS AND ANY OTHER PERSON OR ENTITY AUTHORISED BY MEMBER TO USE CONTENT.
Company shall have the right, at its own discretion, to delete or suspend Content from the UK Hub Service and/or suspend Member’s use of Content, if so requested by Manufacturer or Supplier. Deletion or suspension of Content pursuant to request from Manufacturer or Supplier shall not be considered a breach of this Agreement.
8. CHOICE OF LAW
This Agreement is governed by the laws of the United Kingdom