The following Terms of Access and Use form part of the Agreement between Client and The Economist Intelligence Unit Canback, Inc. (“Canback”) and Client (as defined below) in relation to Client’s access and use of the Canback Global Income Distribution Database (CGIDD) (“Licensed Product”):
“Authorized Users” will mean the total number of individual users access was purchased by Client to the Licensed Product during the Subscription Duration. For the avoidance of doubt, Authorized Users are not the number of concurrent users. If a single download of the Licensed Product (versus a subscription) is purchased by Client, then the Authorized User will be the Client who has purchased the download of the Licensed Product.
“Client” will mean the organization or individual subscribing hereunder to the Licensed Product.
“Site” will mean the website on which the Licensed Product resides and any information included therein.
“Subscription Duration” will mean the number of days (or months) from the actual date upon which Canback makes the Licensed Product available to Client. If a single download of the Licensed Product (versus subscription) is purchased by Client, then the Subscription Duration will not be applicable.
Permitted Uses. Authorized Users are permitted to download reasonable portions of the Licensed Product (not to exceed 10% of the Licensed Product) for use by Authorized Users only. Authorized Users will not provide the Licensed Product to any third parties or anyone other than an Authorized User, save that an Authorized User (within the scope of their employment with Client) may, on an occasional and irregular basis, provide insubstantial portions of the Licensed Product (in memoranda, reports, presentations and other forms of business communication) to: (i) employees of Client, and (ii) third parties. The foregoing is subject to Client attributing to Canback the portion of the Licensed Product used as follows: Canback Global Distribution Database (C-GIDD)
Prohibited Uses. Without limitation to the generality of clause 2.1, neither Client nor Authorized Users are permitted, directly or indirectly, to allow any other person to use or share Authorized Users' user names or passwords, nor to allow an unauthorized user to have access to the Site. Any breach of this restriction may result in immediate termination of Client's (and all Authorized Users') access to the Licensed Product and/or the Site or liability for damages. Any use of the Licensed Product not specifically permitted by clause 2.1 (above) is expressly prohibited, including, but not limited to, resale of the Licensed Product or any portion thereof.
Canback owns all intellectual property rights in and to the Licensed Product and Site. Client is granted the above non-exclusive, non-transferable license for its Authorized Users to use the Licensed Product in accordance with the Agreement. Canback reserves the rights to monitor and record activity on the Site, including any access to the Licensed Product.
The term of this Agreement is from execution hereof until completion of the Subscription Duration (unless terminated in accordance with this Agreement).
Upon termination of this Agreement, Client’s (and all Authorized Users’) right to access and use the Licensed Product will cease immediately.
CANBACK MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE LICENSED PRODUCT AND THE SITE. CANBACK EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT POSSIBLE UNDER LAW, ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY AND TITLE. CANBACK DOES NOT GUARANTEE THE ACCURACY, CONTENT, OR TIMELINESS OF THE LICENSED PRODUCT.
IN NO EVENT WILL CANBACK, ITS AGENTS, LICENSORS OR AFFILIATES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE LICENSED PRODUCT OR THE SITE, EVEN IF CANBACK HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE.
IF CANBACK IS HELD LIABLE TO CLIENT FOR ANY REASON, IN NO EVENT WILL ANY LIABILITY OF CANBACK, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM OR CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE OR THE LICENSED PRODUCT EXCEED THE AMOUNT CLIENT PAID TO CANBACK UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE DATE SUCH CLAIM OR CLAIMS FIRST AROSE.
Client will be solely responsible for the confidentiality of, and solely liable for the use of and access to, the Licensed Product and the Site by Authorized Users. Client agrees to immediately notify Canback if it becomes aware of any loss or theft of any username/password or unauthorized use or access to the Licensed Product or the Site.
Canback, its affiliates, and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Licensed Product resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of any Site, or any electronic or mechanical equipment or communication lines, telephone or other interconnect problems, supplier problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.
Other than Canback's income taxes, Client will be responsible for the proper payment of all taxes that may be levied or assessed based on Client's use of the Licensed Product, the Site, or on any payments by Client to Canback hereunder, including but not limited to withholding taxes, which (for the avoidance of doubt) are not included in the License Fee.
These terms may be amended by Canback at any time without notice (advance or otherwise)_ to Client. Client acknowledges and agrees that it is Client’s responsibility when on the Site to check these Terms and Conditions.
Assignment of Agreement. This Agreement is personal to the parties and the rights and obligations of the parties may not be assigned or otherwise transferred, provided, however, Canback may assign this Agreement to its successors, affiliates or to any entity that acquires all or substantially all of the assets of Canback.
Non-Waiver. No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
Notices. Notices will be given in writing by letter, and will be sent to the following or as otherwise notified in writing to the other party: (i) for Canback, at the mailing address set out in this Agreement (for the attention of Legal/Contracts Department), and (ii) for Client, at the mailing address set out in this Agreement. Such letters will be deemed received on the date of dispatch or on the expiry of 2 business days from the date of posting if sent by overnight post.
No Joint Venture. No joint venture, partnership, employment, or agency relationship exists between Client and Canback as a result of this Agreement or Client’s use of the Licensed Product or the Site.
Severability. If any provision of this Agreement is or becomes invalid or unenforceable, such provision will not render the entire Agreement unenforceable or invalid, but rather the Agreement will be read and construed as if the invalid or unenforceable provision(s) are not contained therein, and the rights and obligations of the parties will be construed and enforced accordingly.
Entire Agreement. This Agreement constitutes the entire agreement between Canback and Client and any terms implied by law which may be excluded by contract are excluded.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement (and, in the case of Client, to bind its Authorized Users), and that the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement.
Confidentiality. The terms of this Agreement (including the License Fee) will be treated as confidential by Client and will not be disclosed to any third party without the prior written agreement of Canback unless disclosure is required by law or compelled by a court of competent jurisdiction.
Changes to the Licensed Product. Canback reserves the right to: (i) change the content, presentation, means of delivery and/or access to and/or availability of all or parts of the Licensed Product; and (ii) cease publication of the Licensed Product, at its sole discretion. Canback will strive, where reasonable, to notify Client of more fundamental changes to, or the cessation of, the Licensed Product.
This Agreement will be governed by the laws of the United States of America and New York State, as if the Agreement were a contract wholly entered into and wholly performed within New York State, without reference to the choice of law provisions thereof. Both parties irrevocably agree to submit to the exclusive personal jurisdiction and venue of the federal and state courts presiding in New York, New York, U.S.A and Client must file any cause of action it may have with respect to this Agreement within one year after the cause of action arose or such cause will be barred, invalid, and void . Canback may pursue injunctive relief in any court having jurisdiction over such actions. By accessing and/or using the Licensed Products, Client confirms that it agrees to these terms and should it issue a purchase/insertion order or any other purchasing document, whether before or after the date of this Agreement, any terms that may apply to that document will not supersede, amend or form part of this Agreement and will be disregarded, whether or not such document is signed by Canback.
The parties acknowledge that each will be an independent Data Controller or a Data Processor in order to fulfil their obligations from time to time under the Agreement. Each of the parties warrant and undertake that they will comply with the requirements of applicable data protection laws and regulations from time to time including the Data Protection Act 1998 of the United Kingdom, Regulation (EU) 2016/679 (the General Data Protection Regulation 2016 or “GDPR”)) and similar regulations in other jurisdictions and that the parties will acquire all third party rights and consents necessary to fulfil its responsibilities under this Agreement (as applicable). Any references herein to Data Controller or Data Processor will have the same meaning as is defined in the GDPR, and such references will apply to each party as the specific circumstances require.
Further, should the Data Processor receive and/or process Personal Data (as defined below) as part of the services, the Data Controller acknowledges and agrees that such Personal Data of EU citizens may be accessed or sent outside of the European Economic Area in accordance with data processing and security standards.
The Data Processor acknowledges that any customer or other personal or personally identifiable information received by it from or collected or developed by it for or on behalf of Data Controller or any part of it ("Personal Data") will constitute confidential and proprietary information of Data Controller and that its use and security is governed by law. Without prejudice to the generality of paragraphs 9.1 and 9.2 above, the Data Processor will therefore treat the Personal Data accordingly and without limitation agrees and warrants that: