Grant of License
Licensor grants to Subscriber a non-exclusive, non-transferable license to access and use the Licensed Product(s) solely as provided in the Order Confirmation Form. Subscriber will not acquire any ownership rights or intellectual property rights in the Licensed Product(s) by virtue of this Agreement, all of which belong to Licensor.
Limitation on Access
Access to the Licensed Product(s) shall only be available to Authorized User(s) and may not be shared with other persons, either internally or externally, except as expressly provided in the Order Confirmation Form. Subscriber shall comply with all laws, regulations and sanctions applicable to its access to and use of the Licensed Product(s). Licensor reserves the right to monitor Subscriber's use of the Licensed Product(s) to ensure compliance with the foregoing.
Subscriber agrees to assume sole responsibility for the security of any passwords issued by Licensor to Authorized User(s) for accessing the Licensed Product(s). Such passwords are subject to cancelation or suspension by Licensor with notice at any time Licensor reasonably believes Subscriber has breached this Agreement.
Subscription Fees are payable in full not later than thirty (30) days after the Order Date set forth on the Order Confirmation Form.
Except as expressly provided herein, the Subscription Fees are non-refundable.
Although Licensor will endeavour to keep the underlying information made available from the Licensed Product(s) (the “Content”) updated and accurate, the Content is voluminous and often changes. Accordingly, (i) Licensor cannot and does not warrant the accuracy or completeness of the Content, and (ii) Subscriber agrees that Licensor will not be liable to Subscriber or any third party for any adverse consequences arising as a result of the inaccuracy or incompleteness of the Content. Subscriber further agrees that Licensor will not be liable to Subscriber or any third party to whom Subscriber furnishes the Content for any trading, investment, commercial or other decisions based on or made in reliance on the Content.
This Agreement shall continue in full force and effect for the term specified in the Order Confirmation Form unless earlier terminated as provided herein. The term of this Agreement shall automatically renew for additional periods of one (1) year each unless either party provides to the other written notice of its intention not to renew at least thirty (30) days prior to the expiration of the original, or any extended, term. 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 Licensor’s standard published rates then in effect for the Licensed Product(s).
If Licensor reasonably believes at any time that Subscriber has breached this Agreement, Licensor may deliver written notice to Subscriber specifying such breach in reasonable detail. If, within fifteen days after delivery of such notice, Subscriber has not cured such breach to the reasonable satisfaction of Licensor, or the parties have not otherwise agreed to amend this Agreement to address such breach, Licensor shall be permitted to immediately terminate this Agreement upon written notice to Subscriber, in which event Licensor shall not be required to refund any portion of the Subscription Fees to Subscriber on account of such termination.
If Subscriber reasonably believes that (i) Licensor has materially failed to provide Subscriber with access to the Licensed Product(s) or (ii) the scope or quality of the information made available through the Licensed Product(s) has materially diminished due to changes made by Licensor in the Licensed Product(s), Subscriber may deliver written notice thereof to Licensor specifying such failure and/or deficiency in reasonable detail. If, within fifteen days after delivery of such notice, Licensor has not cured such failure and/or deficiency to the reasonable satisfaction of Subscriber, or the parties have not otherwise agreed to amend this Agreement to address such purported failure and/or deficiency, Subscriber shall be permitted to terminate this Agreement, in which event Licensor shall refund a pro rata portion of the Subscription Fees to Subscriber (which Subscriber acknowledges shall be the sole liability of Licensor on account of such purported failure and/or deficiency).
Upon expiration or termination of this Agreement for any reason whatsoever, Subscriber shall, within ten (10) days thereafter, take such commercially reasonable action as shall be required to permanently delete the Licensed Product(s) from its information technology systems; provided that Subscriber may retain backup copies of Licensed Products solely to the extent necessary to comply with applicable laws, regulations and/or any bona fide information technology policy of Subscriber then in effect.
Licensor shall indemnify Subscriber and hold it harmless against all claims, causes of action, judgments, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim that Subscriber’s use of the Licensed Product(s) strictly in accordance with this Agreement infringes upon or otherwise violates such third party’s intellectual property rights.
Subscriber shall indemnify Licensor and hold it harmless against all claims, causes of actions, judgments, damages, fines or expenses (including reasonable attorneys’ fees) arising from a third-party claim relating to Subscriber’s use of the Licensed Product(s) other than in strict compliance with the terms of this Agreement and/or applicable law.
The indemnification obligations herein are contingent on a party giving 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 shall have the right to 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, without limitation, losses or damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based on contract, tort or other legal theory, in connection with, arising out of or relating to this Agreement, the Licensed Product(s) and/or Subscriber’s use of or inability to use the Licensed Product(s).
Any delay in performance of any obligation herein caused by conditions beyond the reasonable control of either party will not constitute a breach of this Agreement, 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.
Any amendments of or waivers relating to this Agreement must be in writing signed by both parties.
This Agreement shall not be assignable by either party without the prior written consent of the other party, except that Licensor shall be permitted, without Subscriber’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 Licensor’s assets.
If the Subscriber 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 Subscriber shall promptly notify Licensor in writing of such Transfer and:
(a) this Agreement shall remain in full force and effect;
(b) Licensor may offer the Subscriber a revised License Fee for all Licensed Products based on, amongst other things, the increased benefit the Subscriber receives from the Licensed Products due to the enlarged size and nature of the Subscriber’s business following the Transfer (“Extension Fee”); and
(c) unless and until the Subscriber pays the Extension Fee, the Subscriber agrees (and shall ensure as a primary obligation) that no employee, contractor or other personnel of the relevant third party shall access, use or benefit in any way from the Licensed Products or shall be deemed to be Authorized User(s) under this Agreement.
It is the intent of the parties that Licensor will receive the Fees net of all applicable taxes including sales, VAT, service or withholding taxes (“Taxes”), all of which shall be paid solely by Subscriber. If, and to the extent that, any Taxes are levied upon, or found to be applicable to the whole or any portion of the Fees, the amount of the Fees shall be increased by an amount necessary to compensate for the Taxes (including any amount necessary to “gross up” for Taxes levied on the increase itself).
This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located within New York County in the State of New York.
In the event of any conflict between the terms of the Order Confirmation Form and these Terms & Conditions, the terms of the Order Confirmation Form shall govern to the extent of such conflict.