This Subscription Agreement (this "Agreement") governs your and your Authorized
Users' (as defined below) use of the Subscribed Information (as defined below), which
is made available to you ("Subscriber," "you," or "your") by Globex International Group
("Globex," "we," "our," or "us"). If you are entering into this Agreement on behalf of a
legal entity, you represent that you have the authority to bind such entity to this
Agreement, in which case the terms "you" or "your" refers to such entity. We and you
are each referred to herein as a "Party," and together are referred to herein as the
BY CLICKING THE "ACCEPT" BUTTON AND COMPLETING THE REGISTRATION
PROCESS, YOU ACKNOWLEDGE AND AGREE, ON YOUR OWN BEHALF AND ON
BEHALF OF YOUR AUTHORIZED USERS, THAT YOU HAVE REVIEWED AND
ACCEPT THIS AGREEMENT. FURTHER, BY ACCEPTING THE TERMS HEREOF,
YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND THE
ENTITY OR COMPANY OF WHICH YOU ARE AN OFFICER, DIRECTOR, EMPLOYEE
OR SIMILAR. IF YOU DO NOT ACCEPT THIS AGREEMENT, OR DO NOT HAVE THE
AUTHORITY TO BIND THE ENTITY OR AUTHORIZED USERS TO THIS
AGREEMENT, YOU OR YOUR AUTHORIZED USERS MAY NOT ACCESS OR USE
THE SUBSCRIBED INFORMATION.
The Parties agree as follows:
1.PROVISION OF SUBSCRIBED INFORMATION ACCESS
1.1 Subject to the terms and conditions of this Agreement, Globex hereby grants to you during the Term (as defined below), a non-exclusive, non-transferable, and non-assignable right to permit your Authorized Users to access and use the Subscribed Information through the website http://www.globexinsight.net (the "Website") for your internal business purposes only.
1.2 "Authorized Users" shall meanthe Subscriber and officers, directors, employees, independent contractors, and agentsof the Subscriber.
1.3 "Subscribed Information" means the website, content and any documentation (or any part of the foregoing) provided by Globex in accordance with this Agreement.
1.4 "Content" shall mean the information and/or database services provided by Globex pursuant to the terms of this Agreement and the subject matter related to this Agreement in any medium and/or as presented on any of the Website.
1.5 "Documentation" shall mean any instruction manuals, user guides and other recorded materials in any form, including but not limited to, printed, electronic, or machine-readable form, made available by Globex to the Subscriber.
1.6 We modify the Website from time to time by adding or deleting features and information to improve the user experience.
1.7 Subject to the terms of this Agreement, Globex will provide the Authorized Users with the Subscribed Information accessible via the password protected Website maintained by Globex or using such other electronic media as agreed between the parties.
1.8 In addition, we may suspend access to the Website when we believe, in our sole discretion, such suspension is in the best interests of Globex, or its subscribers.
2. SUBSCRIBER OBLIGATIONS
2.1 The Subscriber shall pay the Fees to Globex in accordance with this Agreement and any Amendment thereto.
2.2 Notwithstanding anything to the contrary in this Agreement, the Subscriber shall not make available or otherwise supply any of the Subscribed Information to any third party, including but not limited to third parties that competes with all or any part of the business carried on by Globex from time to time.
2.3 The Subscriber shall not provide any information service which incorporates the Subscribed Information (which expression shall include for the purposes of this Section 2.3 any part of any version of the Subscribed Information) whether by sale, rental, lending or howsoever to any third party which competes with any part of the business carried on by Globex from time to time.
2.4 The Subscriber shall in any event be responsible for the acts or omissions of any third party to whom access to the Subscribed Information has been granted by the Subscriber to the extent that such acts or omissions constitute a breach of any of the provisions of this Agreement and/or would give rise to any claim pursuant to any of the provisions of this Agreement.
2.5 The Subscriber shall ensure that the Subscribed Information, in full or in part, shall not be integrated into any other database or other information of Subscriber or any Authorized User without the prior written consent of Globex. The Subscriber shall ensure that no Authorized User shall hold all or any part of the Subscribed Information on an intranet or other basis which permits any Authorized User access to the Subscribed Information by any means other than remotely accessing the Subscribed Information licensed to the Subscriber pursuant to this Agreement.
3. FEES AND PAYMENT
3.1 Subscriber shall pay all applicable subscription fees within thirty (30) days of the Term and each subsequent anniversary.
3.2 We may elect to terminate this Agreement and Subscriber's access to the Subscribed Information if a payment is not made by the Subscriber.
3.3 We may update or modify the subscription fees from time to time, and shall provide reasonable prior notice to you upon such update or modification.
3.4 All subscription fees payable under this Agreement are non-refundable.
4. TERM AND TERMINATION
4.1 The term of this Agreement commences on the date you accept this Agreement (the "Effective Date" ) and continues in full force and effect for an Initial Term of one Year (twelve calendar months), and shall be renewed automatically for each successive Year thereafter unless otherwise agreed between the parties. A minimum one Year subscription is required.
4.2 The Subscriber may terminate this Agreement after one Year subscription by giving written notice to Globex not less than ninety (90) days prior to the expiration of the in-force Term. In the absence of such notice, this Agreement shall be automatically renewed for a Year unless otherwise agreed between the parties.
4.3 Within ten (10) business days of termination of this Agreement for any reason, the Subscriber shall irrevocably delete, or, at Globex's option, return, all copies of the Subscribed Information and all back-ups thereof and destroy, or at Globex's option return, all hard copies thereof in its possession and in the possession of any Authorized User and Subscriber shall certify in writing to Globex that the Subscriber has complied with this obligation.
4.4 Globex shall be entitled to terminate this Agreement in its sole and absolute discretion, at any time and for any reason, by providing Subscriber with fifteen (15) days written notice.
5. INTELLECTUAL PROPERTY
All right, title, and interest in and to the Subscribed Information, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain Globex's sole and exclusive property.
6.1 Each party undertakes with the
other that it shall not disclose any confidential information
which it may have or acquire ( whether oral, written or in any
other form ) as a result of or pursuant to this Agreement ( and
for the purposes of this section, the Subscribed Information
and any part of any version thereof shall be considered
confidential information ) including the terms of this
Agreement and any of the information contained in the
Subscribed Information, save that this section shall not apply
to the disclosure of information required to be disclosed by
law, binding judgment, order or requirement of any court or
other competent authority, disclosure in confidence to a
party's professional advisers for a purpose reasonably
incidental to this Agreement or information which comes into
the public domain (other than as a result of breach of this
6.2 The breach by any Authorized User of this Section 5 shall be deemed to be a breach by the Subscriber and the Subscriber shall Indemnify and hold harmless Globex against breach by it or by any Authorized User of this Section 6.
6.3 This Section 6 shall survive termination of this Agreement and all confidential information shall remain confidential in accordance with this Section 6 for a period of two (2) years following termination of this Agreement.
The Subscriber expressly agrees that the use of the Subscribed Information and any website or network or other media through which the Subscribed Information is made available is undertaken at the Subscriber's sole risk and responsibility and the Subscriber agrees to Indemnify Globex in relation to any claim arising from the use by the Subscriber or any Authorized User of the Subscribed Information or information obtained from it or other results of its use. This indemnity will not apply in situations where Globex's liability is non waivable pursuant to applicable law. Under no circumstance shall Globex be responsible to any third party stemming from Subscriber's use of the Subscribed Information. This Section 7 shall survive the termination of this Agreement.
8. WARRANTY AND DISCLAIMER
8.1 Globex warrants that it is the proprietor of the Intellectual Property in the Subscribed Information.
8.2 Subject to Section 1, the Subscribed Information is provided for the Subscriber's use only. To the fullest extent permitted by law, Globex does not warrant or guarantee that use of the Subscribed Information will be uninterrupted or error free, that defects in the Subscribed Information will be corrected or that files available for downloading from Globex's website, a network or contained in any computer media will be free of viruses or other code manifesting destructive properties.
8.3 The Subscribed Information and amendments made thereto by Globex are compiled from sources which Globex, in its sole discretion, considers to be reliable and are expressions of their opinion. Although Globex shall make all reasonable efforts to ensure the accuracy of the Subscribed Information as amended from time to time, the Subscriber acknowledges and accepts that the Subscribed Information is provided 'as is' and Globex makes no representations as to the validity of accuracy of the data.
8.4 Globex will employ reasonable security and virus protection measures to protect the integrity of the Subscribed Information.
8.5 Except as explicitly provided herein, to the maximum extent permitted by applicable law, Globex disclaims all other warranties and conditions, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose, with regard to the subscribed information.
9. LIMITATION OF LIABILITY
9.1 Subject to Section 9.2 below and notwithstanding anything to the contrary in this Agreement or any Amendment, to the fullest extent permitted by law, Globex and any of its contractors, employees and agents, shall not be liable for any direct, indirect, incidental, special or consequential damages of any nature whatsoever (including without limitation damages for loss of business profits, business interruption, loss of programs or information) relating to: the Subscribed Information or any results obtained from its use; the use or inability to use any programs, network or other media through which the Subscribed Information is made available; or any claim attributable to any error, omission, or inaccuracy contained in the Subscribed Information.
9.2 To the extent that Globex's liability cannot be excluded or limited by law, the maximum liability of Globex, its employees, agents or contractors in connection with the Subscribed Information shall not exceed the greater of the Fees payable (a) in the Year in which any claim for such direct losses was brought against Globex; or (b) in the last Year in which the Subscriber subscribed the Subscribed Information from Globex under this Agreement, where the Subscriber has ceased to subscribe the Subscribed Information at the time of making any claim.
No waiver or modification of this Agreement shall be effective unless it is in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver by either party of any such provision. The past waiver of a provision by either party shall not constitute a course of conduct or a waiver in the future of the same provision.
This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. This Agreement may not be assigned or transferred by either of the parties without the prior written consent of the other party.
If any separable provision hereof shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof.
13. ENTIRE CONTRACT AS TO MATTERS SPECIFIED
13.1 This Agreement reflects the entire Agreement between the parties and supersedes all other agreements, whether oral or written, between the parties.
13.2 No oral Agreement or representation concerning the Agreement shall be binding. Any amendment must be in writing and signed by each of the parties.
13.3 The captions and heading contained herein are for the convenience of the parties only and have no force or effect.
13.4 If any provision of this Agreement should be invalid under or in conflict with current, valid and applicable laws, such provision shall be severed from this Agreement, but in all other respects the remainder of this Agreement will not be affected and all other terms shall continue to be in full force and effect.
14. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of Connecticut and the parties hereby irrevocably submit to the exclusive jurisdiction of the federal or state courts sitting in the State of Connecticut to settle any disputes which may arise in connection with this Agreement.