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) described in the Order Confirmation Form (“OCF”) solely for the Permitted Use (or any Additional Permitted use specified in the OCF). The Customer will not acquire any ownership rights or intellectual property rights in the Licensed Product(s) by virtue of this Agreement.
1.2 During the Term, information made available through the Licensed Products may be displayed, reformatted and distributed internally within the Customer’s organization only in insubstantial portions for research and related work in the ordinary course of the Customer's business; provided, however, that, unless otherwise expressly indicated below, the Licensed Products may not be used for any machine learning or artificial intelligence development purposes which results, whether directly or indirectly, in the creation or development of an automated device, program, tool, algorithm, process, methodology, product and/or other output that could be used to replace or substitute or is similar to the Licensed Products in whole or in part (whether or not the foregoing are externally commercialized).
1.3. 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 as stated herein or 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.
3.1. 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 full not later than thirty (30) days of the invoice date.
4.2 No other terms, whether contained in a bid, estimate, acknowledgment, confirmation, invoice, purchase order or other document given by Customer (each, a “Purchase Order”), shall modify or supersede any term of this Agreement or be binding on Licensor, and Licensor expressly rejects all such other terms which have not been accepted in a writing signed by Licensor’s authorized representative. The use of a Purchase Order is for convenience only to facilitate payment by Customer and will have no effect with respect to this Agreement.
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 (“Term”) 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 sixty (60) 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. Third Party Suppliers
10.1 The additional terms and conditions set forth in this Section shall apply to the business intelligence and reporting tools and technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical materials or information) offered by GoodData Corporation (“GoodData”) (collectively referred to as “GoodData Technology”) which are available to Customer via various data visualization and similar tools which are part of the Licensed Product(s), and do not in any way limit any other provision of this Agreement.
10.2 Except as permitted by this Agreement, Customer shall not (i) copy, edit, modify, adapt, translate, port, reproduce (except as necessary for installation), distribute, transfer, lend, sell, sublicense, assign or otherwise transfer any of the GoodData Technology, or any component thereof; (ii) prepare any derivative work based upon the GoodData Technology or any component thereof; (iii) reverse engineer, disassemble, or decompile the GoodData Technology or any component thereof, or attempt to discover or disclose the source code of the GoodData Technology or any component thereof; (iv) encumber, time- share, rent, or lease the rights granted under this Agreement with respect to GoodData Technology; (v) remove, obscure, or alter any notice of intellectual property rights present on or in the GoodData Technology or any component thereof; (vi) use the GoodData Technology or any component thereof for any purpose not authorized or contemplated under this Agreement; or (vii) authorize or permit any person or entity to do any of the foregoing.
10.3 Customer will not engage in any of the following activities: (i) sending spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) sending or storing infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) sending or storing material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfering with or disrupting the integrity or Information Classification: General performance of the GoodData Technology or related services or the data contained therein, or unreasonably burdening the infrastructure utilized by GoodData to deliver the GoodData Technology and related services; or (v) attempting to gain unauthorized access to the GoodData Technology and related services or its related systems or networks.
11.1. 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.
11.2. Amendments of or waivers relating to this Agreement must be in writing signed by the parties.
11.3. 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.
11.4. 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.
11.5. 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).
11.6. 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.
11.7. If there is any conflict between these Terms & Conditions and the OCF, the OCF will take precedence.