Subscription Terms and Conditions US - Feb 2021
Terms & Conditions
1. License Grant
1.1. The Licensor grants to the Customer a non-exclusive, non-transferable license to use the Licensed Product(s) solely for the Permitted Use. Access to the Licensed Product(s) will be through the Licensor’s web portal and, if so specified in the Order Confirmation Form (“OCF”), the Licensor’s application programming interface (“API”). If, and to the extent that access is through an API, the terms in Annex 1 will apply. The Customer will not acquire any ownership rights or intellectual property rights in the Licensed Product(s) by virtue of this Agreement.
1.2. The Licensor may discontinue the Licensed Product(s) (or any part or content thereof) at any time upon thirty (30) days’ prior written notice, and will refund a pro rata portion of the subscription fees due to the discontinuation of the Licensed Product(s) as a whole (which pro rata refund is the Licensor’s sole liability due to such discontinuation).
2. Access Limitation
2.1. Access to the Licensed Product(s) is only available to employees of the Customer entitled to access the Licensed Product(s) (“Authorized User(s)”) and may not be shared internally or externally other than in accordance with the OCF. The Customer will comply with all laws and regulations applicable to its access to and use of the Licensed Product(s).
2.2. The Licensor may monitor the Customer's use of the Licensed Product(s) to ensure compliance with this Agreement.
The Customer is solely responsible for the security of any passwords issued by the Licensor for accessing the Licensed Product(s). The Licensor may cancel or suspend such passwords in the event of a breach of this Agreement.
4.1. Subscription fees are payable in accordance with the OCF.
4.2. Except as expressly provided in this Agreement, subscription fees are non-refundable.
5. Warranty and Disclaimers
5.1. The Licensor cannot and does not warrant the accuracy or completeness of the information made available from the Licensed Products(s) (the “Content”).
5.2. In no circumstances will the Licensor be liable for any adverse consequences resulting from: (i) the inaccuracy or incompleteness of the Content; or (ii) any trading, investment, commercial or other decisions based on or made in reliance on the Content.
5.3. In the event the OCF permits the Customer to share the Content and/or information derived therefrom with third parties, the Customer will advise such third parties in writing of the content of clauses 5.1 and 5.2.
6.1. This Agreement is in force during the term specified in the OCF unless earlier terminated as provided in this Agreement. This Agreement will automatically renew for successive periods of one (1) year (each, a “Renewal Term”) unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiry of the Agreement. Such renewal will be on the same terms and conditions contained herein, except that subscription fees payable for the Renewal Term will be the standard rates then in effect for the Licensed Product(s).
6.2. The Licensor may, upon written notice, immediately terminate this Agreement if the Customer: (i) has breached this Agreement; and (ii) has not cured such breach within fifteen (15) days after receipt of written notice regarding such breach. The Licensor will not refund any portion of the subscription fees as a result of termination in accordance with this clause.
6.3. The Customer may, upon written notice, terminate this Agreement if the Licensor: (i) materially fails to provide access to the Licensed Product(s), or the scope or quality of the Content has materially diminished; and (ii) has not cured such failure and/or deficiency within fifteen (15) days after receipt of written notice regarding such failure and/or deficiency. The Licensor will provide a refund of a pro rata portion of the subscription fees if the Agreement is terminated in accordance with this clause. Such pro rata refund is the Licensor’s sole liability as a result of such purported failure and/or deficiency.
6.4. The Customer will, within ten (10) days after expiry or termination of this Agreement, permanently delete the Licensed Product(s) and the Content from its information technology systems; provided, that one (1) backup copy may be retained to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of the Customer then in effect.
7.1. The Licensor agrees to indemnify the Customer against all claims, causes of action, judgments, damages, fines or expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising from a third-party claim that the Customer’s use of the Licensed Product(s) in accordance with the Permitted Use infringes such third party’s intellectual property rights.
7.2. The Customer agrees to indemnify the Licensor against all Losses arising from a third-party claim relating to the Customer’s use of the Licensed Product(s) in violation of the Permitted Use and/or applicable law.
7.3. The indemnification obligations set out in this clause 7 are contingent on the indemnified party giving written notice to the indemnifying party promptly upon becoming aware of any claim for which it seeks indemnification (an “Indemnity Claim”). The indemnified party will provide the indemnifying party with reasonable non-monetary assistance in the defense of an Indemnity Claim. The indemnifying party may assume the defense of an Indemnity Claim with legal counsel of its choice, provided that such legal counsel is competent and reputable. No indemnity obligation will exist with respect to an Indemnity Claim that arises from a non-indemnifying party’s gross negligence, willful misconduct or breach of this Agreement.
8. Limitation of Liability
8.1. Except in the case of fraud or intentional breach and with respect to a party’s indemnification obligations herein, in no event will either party be liable for: (i) any special, indirect, incidental, consequential or punitive damages; or (ii) any loss of data, profit, goodwill, anticipated savings, revenue or business, whether based on contract, tort or other legal theory (such damages, collectively, the “Excluded Damages”), relating to this Agreement, the Licensed Product(s) and/or the Customer’s use of or inability to use the Licensed Product(s).
8.2. Except for claims relating to the Customer’s misuse of the Licensed Product(s), no action, claim or lawsuit relating to this Agreement may be filed later than three years from the date of expiry or termination of this Agreement.
9. Data Protection
If the Licensor is subject to the provisions of the General Data Protection Regulation ((EU) 2016/679) or the UK Data Protection Act 2018, c.12 as a result of processing customer data, the following clause will apply: https://informa.com/business-intelligence/customer-gdpr-clauses/.
10.1. Any delay in performance of any obligation herein caused by conditions beyond the reasonable control of either party (excluding payment obligations) will not constitute a breach hereof; provided, that the delaying party has taken reasonable measures to notify the affected party in writing of the delay and uses commercially reasonable efforts to perform in accordance with this Agreement notwithstanding such conditions.
10.2. Amendments of or waivers relating to this Agreement must be in writing signed by the parties.
10.3. No party may assign this Agreement without the prior written consent of the other party, except that the Licensor will be permitted, without the Customer’s consent, to assign this Agreement (i) to any of its affiliates; (ii) in connection with a merger or consolidation involving the Licensor or a sale of all or substantially all of its assets; or (iii) in connection with a divestiture of any portion of its business or any applicable division to which this Agreement relates.
10.4. If the Customer or any other company or entity that benefits from this Agreement (together, the “Licensees”) merges with or acquires any interest or shares of a third party or any third party merges with or acquires such an interest in any Licensee (“Transfer”), the Customer will promptly notify the Licensor in writing of such Transfer and:
(a) this Agreement will remain in full force and effect following the Transfer;
(b) the Licensor may offer the Customer a revised subscription fee for the Licensed Product(s) based on, amongst other things, the increased benefit the Customer receives from the Licensed Product(s) due to the enlarged size and nature of the Customer’s business following the Transfer (“Extension Fee”); and
(c) unless and until the Customer pays the Extension Fee, no employee, contractor or other personnel of the relevant third party will access, use or benefit in any way from the Licensed Product(s) or will be deemed to be an Authorized User.
10.5. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with the laws of the State of New York. Each party irrevocably agrees that the courts of the Borough of Manhattan will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
10.6. If the Customer fails to pay the subscription fees (or any portion thereof) when due, the Customer will be responsible for reimbursing the Licensor for all reasonable costs and expenses (including court costs, reasonable attorneys’ fees and collection agency fees) incurred by the Licensor in collecting such unpaid subscription fees.
10.7. If there is any conflict between these Terms & Conditions and the OCF, the OCF will take precedence.
Annex 1: API Specific Terms
1. This Annex 1 will only apply if the OCF permits the Customer access to the Licensed Product(s) through an API.
2. In addition to the license grant above, the Licensor grants to the Customer a non-exclusive, non-transferable license to use any user instruction manuals, guidelines and protocols (collectively, “API Documentation”), source code, executable application and/or other materials the Licensor makes available to the Customer along with the API (collectively, “API Materials”). The Customer will only use the API in accordance with the API Documentation, and the Customer will not acquire any ownership rights or intellectual property rights in the API and/or the API Materials by virtue of this Agreement.
3. The Customer will, at its cost and expense, be solely responsible for developing, operating, maintaining and repairing the applications, platforms and systems (collectively, “Customer Systems”) necessary to utilize and interact with the API. The Licensor has no liability or obligation whatsoever with respect to Customer Systems.
4. The Customer will, and will direct, instruct and cause all Authorized Users to, comply with and adhere to the API Documentation in connection with its access to and usage of the API.
5. The Customer will not, and will direct, instruct and cause all Authorized Users not to: (i) alter, reverse engineer, decompile, disassemble or attempt to derive source code from the API; and (ii) use the API, the Content returned from usage thereof and/or other engines, software, tools, devices or robots, to “scrape”, “crawl”, “spider”, build databases or otherwise create copies of such Content, or keep cached copies of such Content longer than the term hereof.
6. In order to use the API, the Customer must obtain appropriate API credentials (an “API Key”) via registration on the Licensor’s website. The Licensor may cancel or suspend API Keys if the Customer breaches this Agreement.
7. The Licensor warrants that the API will achieve, in all material respects, the functionality described in the API Documentation.
8. Notwithstanding anything herein to the contrary, the Customer will not be permitted to terminate this Agreement where its failure to access the Licensed Product(s) results from the inability of the Customer Systems to utilize or interact with the API.
9. In addition to the indemnity obligations described above, (i) the Licensor agrees to indemnify the Customer against all Losses arising from a third-party claim that the Customer’s use of the API and/or API Materials in accordance with the Permitted Use infringes upon such third party’s intellectual property rights; and (ii) the Customer agrees to indemnify the Licensor against all Losses arising from a third-party claim relating to the Customer’s use of the API and/or API Materials in violation of the Permitted Use and/or applicable law. The indemnities set out in this paragraph will be subject to the provisions of clause 7.3 of this Agreement.
10. The Licensor may make additions, changes and/or other modifications to the API (“API Modifications”) during the term hereof; provided, that API Modifications do not materially diminish the functionality of the API (as described in the API Documentation).
11. The Licensor may from time to time obsolete a prior version of the API (“Prior API Version”) on at least two hundred seventy (270) days’ prior notice following the general availability of a new version thereto (“New API Version”). The Licensor will have no obligation or liability whatsoever (specifically including any support or maintenance obligations) to the Customer with respect to the Prior API Version upon expiration of such notice period, and the Customer’s right to access and use the Prior API Version will automatically terminate one hundred eighty (180) days after expiration of such notice period.
12. The Customer will, at its cost and expense, be solely responsible for making any necessary additions, changes and/or modifications to the Customer Systems due to API Modifications and/or a New API Version.
13. In no event will either party be liable for Excluded Damages relating to the API, the API Materials and/or the Customer’s use of or inability to use the API and/or the API Materials.