Licensor grants to Customer a non-exclusive, non-transferable license to use the Licensed Product(s) solely for the Permitted Use. Customer will not acquire any ownership or intellectual property rights in the Licensed Product(s) by virtue of this Agreement.
Licensor may discontinue the Licensed Product(s) (or any part or content thereof) at any time upon fifteen (15) days’ prior written notice and will, at Customer’s election, either (a) replace the Licensed Product(s) hereunder with an alternative product of substantially similar value (in which event, the terms of this Agreement shall continue to apply to such alternative product); or (b) refund a pro rata portion of the subscription fees due to the discontinuation of the Licensed Product(s) as a whole (which replacement or pro rata refund is Licensor’s sole liability due to such discontinuation).
Access to the Licensed Product(s) is only available to employees of Customer entitled to access the Licensed Product(s) (“Authorised User(s)”) and may not be shared internally or externally. Customer shall comply with all laws and regulations applicable to its access to and use of the Licensed Product(s). Licensor may monitor Customer’s use of the Licensed Product(s) to ensure compliance herewith.
Customer is solely responsible for the security of any passwords issued by Licensor for accessing the Licensed Product(s). Licensor may cancel or suspend such passwords in the event of a breach of this Agreement.
Subscription fees are payable in full within thirty (30) days after the date of the Order Confirmation Form (“OCF”).
Except as expressly provided herein, subscription fees are non-refundable.
Licensor (i) cannot and does not warrant the accuracy or completeness of the information made available from the Licensed Product(s) (the “Content”), and (ii) will not be liable for any adverse consequences resulting from the inaccuracy or incompleteness of the Content. Licensor will not, under any circumstance whatsoever, be liable for any trading, investment, commercial or other decisions based on or made in reliance on the Content. In the event the OCF permits Customer to share the Content and/or information derived therefrom with third parties, Customer will advise such third parties in writing of the foregoing disclaimers.
This Agreement is in force during the term specified in the OCF unless earlier terminated as provided herein. The term of this Agreement shall automatically renew for successive periods of one (1) year each unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to expiration. Such renewal shall be on the same terms and conditions contained herein, except that the subscription fees payable for the renewal period shall be the standard published rates then in effect for the Licensed Product(s).
Licensor may, upon written notice, immediately terminate this Agreement if 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. No portion of the subscription fees shall be refunded due to such termination.
Customer may, upon written notice, terminate this Agreement if Licensor (i) has materially failed to provide access to the Licensed Product(s), or the scope or quality of the Content has materially diminished due to changes made in the Licensed Product(s) 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. A pro rata portion of the subscription fees shall be refunded due to such termination (which pro rata refund is the sole liability of Licensor due to such purported failure and/or deficiency).
Customer shall, within ten (10) days after expiration or termination of this Agreement, permanently delete the Licensed Product(s) 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 Customer then in effect.
Licensor shall indemnify Customer against all claims, causes of action, judgments, damages, fines or expenses (including reasonable legal advisers’ fees) arising from a third-party claim that Customer’s use of the Licensed Product(s) in accordance with the Permitted Use infringes upon such third party’s intellectual property rights.
Customer shall indemnify Licensor against all claims, causes of actions, judgements, damages, fines or expenses (including reasonable legal advisers’ fees) arising from a third-party claim relating to Customer’s use of the Licensed Product(s) in violation of the Permitted Use and/or applicable law.
The indemnification obligations herein are contingent on a party giving written notice to the indemnifying party promptly upon becoming aware of any claim for which it seeks indemnification (an “Indemnity Claim”). An indemnified party shall provide the indemnifying party with reasonable non-monetary assistance in the defence of an Indemnity Claim. The indemnifying party may assume the defence of an Indemnity Claim with counsel of its choice, subject to the approval of such counsel by the indemnified party (which approval shall not be unreasonably withheld, conditioned or delayed). No indemnity obligation shall exist with respect to an Indemnity Claim that arises from a non-indemnifying party’s gross negligence, wilful misconduct or breach of this Agreement.
Limitation of Liability
Except (i) in the case of fraud or intentional breach and (ii) with respect to a party’s indemnification obligations herein, in no event shall either party be liable for any special, indirect, incidental, consequential or punitive damages (including losses or damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, relating to this Agreement, the Licensed Product(s) and/or Customer’s use of or inability to use the Licensed Product(s).
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/.
Any delay in performance of any obligation herein caused by conditions beyond the reasonable control of either party 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.
Amendments of or waivers relating to this Agreement must be in writing signed by the parties. This Agreement contains the only terms on which Licensor is prepared to deal with the Customer and no terms or conditions endorsed upon, delivered with or referred to in any purchase order or similar document delivered or sent by the Customer to Licensor will form part of this Agreement.
No party may assign this Agreement without the prior written consent of the other party, except that Licensor shall be permitted, without Customer’s consent, to assign this Agreement to any of its affiliates or in connection with a merger or consolidation involving Licensor or a sale of all or substantially all of its assets.
If 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”), Customer shall promptly notify Licensor in writing of such Transfer and:
- this Agreement shall remain in full force and effect following the Transfer;
- Licensor may offer Customer a revised subscription fee for all Licensed Product(s) based on, amongst other things, the increased benefit Customer receives from the Licensed Product(s) due to the enlarged size and nature of Customer’s business following the Transfer (“Extension Fee”); and
- unless and until Customer pays the Extension Fee, no employee, contractor or other personnel of the relevant third party shall access, use or benefit in any way from the Licensed Product(s) or shall be deemed to be an Authorised User(s).
This Agreement is governed by the laws of the State of New York without regard to choice of law provisions. Any litigation relating to this Agreement must be brought in any state or federal court located in the Borough of Manhattan having appropriate subject-matter jurisdiction.
The terms of the OCF shall govern in the event of any conflict with the terms of these Terms & Conditions. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.