Terms of Use of the Platform:
1. INTERPRETATION
a) The headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this Agreement;
b) References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification)
c) References to any act shall include any omissions in connection therewith and vice versa;
d) References to the words “include” or “including” shall be construed without limitation;
e) References to this Agreement or any other Agreement, deed, instrument or document shall be construed as a reference to this Agreement, such other Agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of this Agreement;
f) Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership; and
g) The words “hereof”, “herein”, “hereby” and other words of similar import refer to this Agreement as a whole.
2. DEFINITION
a) “Agreement” means this Subscription Agreement including all recitals, clauses, schedules, and such variations as shall be agreed in writing between the Parties.
b) “Business Day” a day, not including a Saturday, Sunday or public holiday in USA.
c) “Confidential Information”in relation to either party, any information, however provided, that relates to the business, financial affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of that party, including any personal data relating to that party’s customers or suppliers, together with any other information which ought reasonably be considered to be confidential.
d) “Data Protection Laws” any applicable laws and regulations relating to the processing, privacy and use of personal data including, without limitation, GDPR, national laws implementing the GDPR, regulations and secondary legislation, as amended from time to time; any judicial or administrative interpretative of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any national authority.
e) “Force Majeure” shall mean event which refers to unforeseeable circumstances or events beyond the control of the Parties involved in the Agreement. These events include but are not limited to natural disasters (e.g., earthquakes, floods, fires), acts of war, terrorism, government actions, or other events that make it impractical or impossible for the Parties to fulfil their contractual obligations. The Force Majeure clause within the Agreement outlines the specific events considered as force majeure and stipulates the relief granted to the Parties during the occurrence of such events. Typically, the clause may temporarily excuse or suspend certain contractual obligations, providing a degree of legal protection to the Parties affected by circumstances beyond their reasonable control.
f) “GDPR” Regulation 2016/679 of the European Parliament and of the Council of April 27 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
g) “Intellectual Property Rights” patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.
h) “Subscription Fee” The total fee payable by the Client to the Company for accessing and utilizing the services provided through the Horizon platform, as specified in the subscription plan selected by the Client.
i) “Term” has the meaning given to it in clause 4.
3. SUBSCRIPTIONSERVICES
3.1 The Company undertakes to grant the Client, hereinafter also referred to as the Subscriber, unrestricted access to its cutting-edge market research tool, 'Horizon', for the duration specified within this Agreement.
3.2 Through the Platform, the Subscriber shall have comprehensive access to an extensive array of market research data, reports, and other pertinent information ("Data"), meticulously curated to facilitate informed decision-making processes.
3.3 The Data encompassed within the Platform entail a diverse range of industry analyses, trends, forecasts, and insights, thereby empowering the Subscriber with actionable intelligence to navigate dynamic market landscapes effectively.
3.4 Furthermore, the Company commits to ensuring the timely and seamless delivery of updated research materials and pertinent data through the Platform, thus enabling the Subscriber to stay abreast of evolving market dynamics and emerging opportunities.
3.5 The Subscriber acknowledges that the Data provided are intended solely for internal use and shall not be redistributed, reproduced, or utilized for commercial purposes without the express consent of the Company.
3.6 By availing themselves of the Subscription Services offered through the Platform, the Subscriber acknowledges and agrees to abide by the terms and conditions outlined herein, thereby fostering a mutually beneficial partnership aimed at leveraging the transformative potential of market research insights.
4. TERM OF THE AGREEMENT
4.1 The term of this Agreement (the “Term”) shall commence on the Commencement Date and continue for the initial term of twelve (12) months and any extended term, unless terminated earlier in accordance with clause 22.
4.2 Following expiry of the initial term, this Agreement shall automatically continue thereafter for additional renewal terms of twelve (12) months each unless written notice of termination is given by one party to the other at least thirty (30) days before the anniversary of the Commencement Date (the Anniversary Date).
5. SUBSCRIPTION TERM
5.1 The Client agrees that the initial subscription period shall be 12 months, as selected by the Client during the subscription initiation process.
5.2 The Client acknowledges and agrees to remit payment for a minimum subscription period of twelve (12) months, thereby ensuring uninterrupted access to the Platform and its associated Data throughout the specified term.
5.3 Upon the expiration of the initial subscription term, Client may choose to renew its subscription on a month-to-month basis, providing the freedom to adapt their subscription duration in alignment with evolving business requirements and operational exigencies.
6. NON-CANCELLATION
a. No Cancellation by Client: The Client may not terminate or cancel this agreement for any reason except as otherwise provided herein. All payments due under this agreement shall remain the responsibility of the Client, even if the Client decides to cease utilizing the services.
b. Exceptions to Non-Cancellation: The clause may not apply in the event of:
i. Any material breach by the Company that remains uncured after a reasonable period following written notice from the Client.
ii. Mutual written agreement between both parties.
c. Damages for Unauthorized Termination: In the event that Client cancels or attempts to terminate the Agreement in breach of this provision, the Company reserves the right to recover all damages, including but not limited to:
i. Full payment of all fees.
ii. Any other costs incurred by the Company.
d. Company’s Termination Rights: The Company may terminate the agreement at its sole discretion if the Client fails to comply with payment terms or any other obligations outlined in this Agreement.
7. SUBSCRIPTION FEE
The Client shall pay the Subscription Fee to the Company as specified within the Platform. This Subscription Fee encompasses the cost of accessing the comprehensive market research data and services provided through the Platform, and it is subject to adjustment as per the subscription plan selected by the Client. The Subscription Fee covers the entire duration of the chosen subscription term. Payment of the Subscription Fee shall be made in advance by the Client, ensuring uninterrupted access to the Platform's resources throughout the subscription period.
8. SUBSCRIPTION FEE AMENDMENT
The Subscription Fee specified in this Agreement is subject to change by the Company. In the event of any adjustments to the Subscription Fee, the Company shall provide the Subscriber with at least thirty (30) days' prior written notice. Such notice shall include the revised Subscription Fee and the effective date of the change. The Subscriber acknowledges and agrees that continued use of the Platform following the effective date of the revised Subscription Fee constitutes acceptance of the updated terms.
9. DATA PRIVACY
Both parties agree to maintain the confidentiality of each other's data and shall not disclose it to any third party without the prior written consent of the disclosing party. Each party shall implement appropriate technical and organizational measures to protect the other party's data against unauthorized access, disclosure, alteration, or destruction.
10. DELIVERY OF DATA
9.1 Upon subscription to the Platform, the Company shall promptly provide access to the Data to the Client. The Data shall be made available to the Client in accordance with the subscription plan selected, ensuring timely access to comprehensive market research data and related resources. The Company shall ensure that the Data is delivered to the Client with the same quality and completeness as provided to any other user or distributor of the subscription services.
9.2 The Data shall be delivered to the Client electronically, as specified in the subscription agreement.
9.3 Following termination of this Agreement, the Client may only provide access to the Data obtained during the subscription term to its customers through archive searches.
11. OPERATIONAL RESPONSIBILITES
The Company shall ensure the delivery of the Data as soon as the Client subscribes to the Platform as per the provisions outlined in clause 9 of this Agreement. In the event of any delay, deficiency, or incompleteness in the provided Data, the Company shall promptly notify the Client upon becoming aware of such circumstances. Should any such delay persist for more than ten consecutive Business Days, the Client reserves the right to adjust subsequent Subscription Fees accordingly, deducting the amount corresponding to the affected Data. The Company shall provide information regarding the nature of the delay or defect and the anticipated duration thereof, enabling the Client to inform its customers accordingly.
12. WARRANTIES AND INDEMNITIES
Company warrants to the Client that:
11.1 Company has, and shall maintain throughout the subscription term, all right, title, and interest (including, without limitation, all copyrights) in and to the Data available on the Platform, except for data obtained under valid licenses from third parties who have the right to grant such licenses;
11.2 Company has and shall maintain throughout the subscription term the right to grant all licenses and other rights granted to the Client under this Agreement;
11.3 Data shall be accurate, complete, and current as of the date on which it is made available to the Client through the Platform; and
11.4 The trademarks of the Company do not and shall not infringe any trade name, trademark, or copyright of any third party.
11.5 Company shall indemnify the Client and its Affiliates against all losses, damages, expenses, and costs (including legal costs and expenses) incurred in connection with any breach of the warranties given to the Client under this Agreement.
11.6 The Client shall promptly notify Company if it becomes aware of any unauthorized use, possession, or knowledge of the Data provided by Company to the Client and shall provide reasonable assistance to Company at Company’s expense in preventing such infringement and protecting Company’s rights in the Data.
13. LIMITATION OF LIABILITY
12.1 Nothing in this Agreement shall limit or exclude either party’s liability to the other party for:
· death or personal injury;
· fraud or fraudulent misrepresentation; or
· breach of any other liability which cannot be limited or excluded by applicable law.
12.2 Subject to clause 12.1, neither party shall be liable, whether based on a claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to this Agreement, for any indirect or consequential losses.
12.3 Subject to this clause 12, the total aggregate liability of each party, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of, or in relation to this Agreement shall not exceed the total amount of the fees paid or payable under this Agreement.
12.4 This clause 12 shall survive termination of this Agreement. Without prejudice to the other provisions of this clause, the Client agrees that its use of any Data is at its sole risk and acknowledges that the Data is provided “as is” and “as available”.
14. INDEMNIFICATION
Client shall indemnify, defend, and hold harmless Company against any third-party claims and/or fines that arise from: (i) Client's utilization of the Platform in violation of the terms outlined in this Agreement; (ii) Client's breach of any applicable data protection laws; or (iii) Client's Data and any other information or material uploaded or used in conjunction with the Platform. Company shall reasonably cooperate in the defence of such claims, upon request by Client, whereby Client agrees to reimburse Company for its reasonable out-of-pocket costs incurred in connection with such cooperation. Client shall, at the discretion of Company, have the sole authority to defend or settle the claim, provided that such settlement does not entail any payment by Company or admission of wrongdoing by Company.
15. INTELLECTUAL PROPERTY
14.1 Client hereby acknowledges and agrees that all intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights, associated with the Platform and the services and Data provided by the Company, are and shall remain the exclusive property of the Company. Client expressly disclaims any right, title, or interest in or to such intellectual property, and shall not assert any claims contrary to the Company's ownership thereof.
14.2 Client further agrees that it shall not, under any circumstances, reproduce, modify, adapt, translate, distribute, sublicense, or otherwise exploit any content, data, or materials derived from the Platform or Data without the prior written consent of the Company. Any unauthorized use or disclosure of such content may result in immediate termination of this Agreement and may subject Client to legal remedies for infringement of the Company's intellectual property rights.
14.3 Notwithstanding the foregoing, Client may use the content and data obtained through the Platform solely for its internal business purposes, provided that such use is in compliance with the terms and conditions of this Agreement and applicable laws.
14.4 Client agrees to promptly notify the Company of any unauthorized use or disclosure of the Platform or the Data of which it becomes aware, and to cooperate fully with the Company in any efforts to protect its intellectual property rights.
14.5 The restrictions set forth in this clause shall survive the termination or expiration of this Agreement for any reason whatsoever, and shall continue to be binding upon the Parties and their respective successors and assigns.
16. INFRINGEMENT
15.1 If a third-party claim for infringement of Intellectual Property Rights is made, or the Company anticipates that a claim might be made, the Company may, at its option and at no additional cost to the Client, either:
15.1.1 procure for the Client the right to continue to use any services, Intellectual Property Rights or other aspects which is the subject matter of the claim (Infringing Item) on terms that are no less beneficial to the Client than the terms of this Agreement; or
15.1.2 replace or modify the infringing item(s) with non-infringing substitutes, provided that in the Client’s reasonable opinion: (i) the performance and functionality of the replaced or modified substitute is at least equivalent to the performance and functionality of the original Infringing Item; and (ii) the replaced or modified substitute does not have any adverse effect or impact on any of the Data.
15.2 The Client may terminate this Agreement with immediate effect by written notice to the Company if the Company has failed to take any of the actions referred to in clauses 15.1.1 and 15.1.2 above within 30 days after the date of the relevant claim.
17. DATA PROCESSING
16.1 In this clause 16, the terms "personal data," "controller," "processor," and "processing" shall bear the meanings ascribed to them under the applicable Data Protection Laws.
16.2 It is understood that employees, officers, workers, contractors, or agents of the Company may share their personal data with the Client in the form of names and work email addresses, which the Client shall utilize for the purpose of accessing and utilizing the market research Data provided under this Agreement.
16.3 For the purposes of compliance with Data Protection Laws, concerning any personal data supplied by the Company, the Company shall act as the controller, and the Client shall act as the processor.
16.4 The Client agrees that, in relation to the processing of personal data carried out in connection with accessing and utilizing the Data provided under this Agreement, it shall:
16.4.1 Process personal data in accordance with its privacy policy, as specified in the Platform.
16.4.2 Comply with all applicable requirements of the Data Protection Laws, ensuring the lawful processing of personal data.
16.4.3 Utilize any personal data obtained or held in relation to this Agreement solely for the purpose of accessing and utilizing the market research Data provided under this Agreement
16.4.4 Implement and maintain appropriate technical and organizational measures to protect against unauthorized or unlawful processing of personal data and against accidental loss, destruction, or damage to the personal data, as outlined in its privacy policy.
16.4.5 Promptly notify the Company upon becoming aware of any personal data breach, in accordance with the procedures specified in the Platform.
18. CLIENT DATA
17.1 Client Data refers to the data or information provided to or uploaded by the Client or its authorized users in connection with the subscription services, wherein Client Data shall not include any infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights or disrupts the performance of the Platform or the data contained therein. As between Company and Client, Client retains ownership of its Client Data and, to the extent that Client Data contains personal data, Client is deemed the responsible data controller (as defined by applicable data protection laws) for such Client Data.
17.2 Company shall refrain from accessing Client Data except to the extent: (i) necessary to address service-related issues or other technical problems, (ii) required to provide such Client Data to authorized users, (iii) as necessary to fulfil its obligations, (iv) essential for the provision of subscription services, (v) requested by the Client in writing, (vi) as explicitly permitted by the terms of this Agreement, or (vii) with the explicit consent of the Client. The Parties acknowledge that Company and/or its affiliates may utilize Client Data in anonymized form (i.e., in a manner that cannot be linked to an individual Client) for the purpose of developing, maintaining, and enhancing the services and products offered by Company's group of companies, tailoring products and services to meet Client's requirements, and conducting market research during the term of this Agreement and thereafter.
19. USAGE RESTRICTIONS
18.1 Client acknowledges and agrees to abide by the usage restrictions outlined and provided by the Company. These usage restrictions define the scope and limitations of the services and must be adhered to by the Client throughout the duration of the subscription term. Client acknowledges that any usage of the services outside of these prescribed limitations may result in the waiver of warranty and liability claims by the Client.
18.2 Business Clients: The services offered by the Company are exclusively intended for utilization by professional business clients. Client acknowledges that the services are not intended for use by any other fields of illegal business or consumers. Client waives any claims or remedies related to warranty or liability arising from the usage of the services outside the designated field of use.
20. PUBLICITY
19.1 The Company shall not, without the prior written consent of the Client:
19.1.1 refer to the Client, use the Client’s name, or attribute any information to the Client in any communication external to the Company; or
19.1.2 refer to or attribute any information to any of the Client’s clients to the extent such clients become known to the Company as a result of this Subscription Agreement,
in each case for any purpose, including without limitation in press releases, on websites, client lists, or advertising.
21. COMPLIANCE WITH LAWS
20.1 Neither the Company nor, so far as it is aware, any of its directors, officers or employees nor, so far as the Company is aware, any agents or other persons acting on behalf of any of the foregoing:
20.1.1 is listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC) or on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions;
20.1.2 is or ever has been in violation of or subject to an investigation relating to sanctions;
20.1.3 has violated or is in violation of any applicable anti-corruption law, including but not limited to the US Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010;
20.2 The Client acknowledges its responsibility to use the Platform and the data therein in a lawful manner, refraining from any activities that may contravene applicable laws. Furthermore, the Client shall indemnify and hold harmless the Company from any claims, losses, or damages arising from the Client's non-compliance with laws or breach of this Agreement.
20.3 In the event of any changes to laws that may affect the provision or use of the Platform, both Parties shall promptly engage in discussions to ensure continued compliance and adherence to legal requirements. This compliance clause shall survive the termination of this Agreement, ensuring ongoing adherence to applicable laws during and beyond the term of the Agreement.
22. MODERN SLAVERY
21.1 The Company shall at all times comply with the Modern Slavery Act 2015 and shall make all reasonable endeavours to ensure compliance with that act by its suppliers.
21.2 The Client shall have the right to terminate this Agreement with immediate effect should it have reason to believe that the Company is in breach of its obligations under clause 21.1.
23. TERMINATION
Either Party may terminate this Agreement at any time by giving notice in writing to the other party if:
22.1 the other party commits a material breach of this Agreement and such breach is not capable of being remedied;
22.2 the other party commits a material breach of this Agreement which is not remedied within 30 days of receiving written notice of such breach; or,
22.3 the other party:
22.3.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do;
22.3.2 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
22.3.3 has a resolution passed for its winding up;
22.3.4 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it (except where the relevant procedure is entered into for the purpose of a solvent reconstruction);
22.3.5 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within days of that procedure being commenced.
24. CONFIDENTIALITY
Each of the Client and the Company agrees to keep the terms of this Agreement and any information relating to the business of the other party obtained under or in connection with this Agreement strictly confidential and shall not make any public statement regarding such terms except with the prior written consent of the other party, provided that such restrictions shall not apply to:
23.1 any confidential information which is already in the public domain or (otherwise than through the Potential Disclosing Party’s unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or
23.2 any disclosure required by law or regulation (including the rules of any recognized stock exchange).
25. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
26. FORCE MAJEURE
Neither Party shall be liable for delay or failure in the performance of any of its obligations under this Agreement (other than the payment of money) to the extent such delay or failure is due to causes beyond its reasonable control, including acts of God, fires, floods, pandemics, earthquakes, labour strikes, acts of war, terrorism or civil unrest "Force Majeure". Each Party shall, if possible, promptly notify the other in writing if it is or will be affected by a Force Majeure event. If a Force Majeure event persists for an uninterrupted period of sixty (60) days, either party shall be entitled to terminate this Agreement.
27. MISCELLANEOUS
26.1 This Agreement shall be governed by the laws of the USA. The Parties irrevocably agree that the courts of the USA shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
26.2 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.
26.3 The Client may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under this Agreement.
26.4 The Company shall not assign, subcontract or delegate any of its rights and obligations under this Agreement without the Client’s prior written consent.
26.5 This Agreement may not be amended without the written agreement of both Parties.
26.6 This Agreement constitutes the entire agreement between the Parties and supersedes any previous Agreement between the Company and the Client, whether oral or in writing, in respect of its subject matter.