TERMS AND CONDITIONS OF SUBSCRIPTION
These terms form part of the agreement between Strategic News International, Inc. ("SNI") and the client (the "Client") described in the Subscription Purchase Order (the "Purchase Order") and refers to words defined below and in the Purchase Order.
1.) Definitions
"Licensed Products" shall mean the "Iraq Oil Report," an internet website and Materials, as defined below, for which SNI is offering a license to use and to which the Client is
subscribing.
"Materials" means all content, information, algorithms, APIs, apparatus, circuit designs and assemblies, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas and inventions (whether or not patentable or reduced to practice), know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, network configurations and architectures, procedures, processes, protocols, schematics, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, tools, uniform resource identifiers, user interfaces, web sites, domain names, works of authorship, and other forms of technology. "Intellectual Property Rights" means all past, present, and future right of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade name rights, rights to goodwill or to sue for passing off or unfair competition, and similar rights; (iii) trade secret rights; (iv) patents and industrial property rights; (v) other proprietary rights in Material of every kind and nature; and (vi) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in subsections (i) through (v) of this sentence. "Intranet" means the Client’s internal computer network. "Publisher" means SNI who is the owner of the Licensed Products. "Site" means, where access is provided through the Client's Intranet, all software, websites and computer interfaces of SNI used to provide such access, and in all other cases, SNI’s website or websites, as then currently defined as the Licensed Products. References to "ordinary business purposes" in this Agreement mean the Client's own internal business management and decision-making purposes.
"Authorized Users" means, depending on the Permitted Purpose, a single subscription Client and/or the number indicated in Table A of current employees, current students, and/or current faculty of the Client.
2.) Scope of License
2.1 Permitted Uses. Authorized Users are permitted to print or download reasonable portions of the Licensed Products for the Permitted Purpose only. Where the Permitted Purpose is "ordinary business purposes", Authorized Users may, in the scope of their employment or student status with the Client, on an occasional and irregular basis, provide insubstantial portions of the Licensed Products to non- authorized employees of the Client
or in memoranda, reports, presentations, scholarly works, and articles. In all cases these
insubstantial portions may only be made available in print or by secure electronic means to
a limited number of individuals, and each such portion must include copyright notices (from
SNI and/or the Publishers, as applicable) and an original source attribution, in each case,
as such notice and attribution is reasonably acceptable to SNI.
2.2 Prohibited Uses. Without limitation to the generality of Section 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 the Client's (and all Authorized Users') access
to the Licensed Products and/or the Site or liability for damages. Except as permitted in clause 2.1
above or by prior written consent of SNI, no portion of the Licensed Products may be reproduced or
stored in or transmitted to any other web site, newsgroup, mailing list, or electronic bulletin board, or
stored in electronic or print form whatsoever. Any use of the Licensed Products not specifically
permitted within this Section 2 is expressly prohibited. Requests for permission for other uses shall be
subject to SNI’s sole discretion and, if granted, may be subject to an additional fee.
2.3 Intranet Access: Where the Client is an Intranet Access subscriber (having been authorized as
such on the Purchase Order), it may maintain:
2.3.1 a single copy of the Licensed Products on a single server under its control for the purposes of
providing access to the Licensed Products to Authorized Users by means of its Intranet through the
interface identified in Table A; and
2.3.2 a single copy of the Licensed Products for backup purposes only (on condition that the two
copies referred to in clauses 2.3.1 and 2.3.2 are never accessed simultaneously).
3.) Intellectual Property Protection
All Intellectual Property Rights in and to the contents and design of the Site, and all materials hosted
on the Site and/or distributed in conjunction with the Site, including the Licensed Products and
documentation, are reserved exclusively to the Publishers (which for these purposes may include their
suppliers). The Client is not permitted to use or reproduce or allow anyone to use or reproduce any
trade marks or other trade names appearing on the Site or in the Licensed Products for any reason.
The software which operates the Site is proprietary software and the Client is not permitted to use it
except as expressly allowed under the terms of this Agreement. Such software may not be copied,
reverse engineered, modified or otherwise dealt with by the Client.
4.) License Fee and Payment
The License Fee is subject to annual adjustment on or about January 1 of each calendar year, upon
prior notice given by SNI to the Client. This adjustment shall be at SNI's discretion and may, for
example, take into account the Client’s past usage trends. SNI (or its nominee) shall render an invoice
annually in advance to the Client for the amounts due, plus federal, state, local, and/or other
applicable taxes. The Client shall remit all amounts due within thirty (30) days after receipt of invoice.
Payment of the invoice within 30 days of the receipt of invoice is a material term of this
contract, and failure of the Client to time pay such may invoice, may, within SNI’s
discretion, constitute a basis to terminate Client’s subscription’s rights.
5.) Intranet Content, Security, Monitoring and Auditing
5.1 Where the Client is an Intranet Access subscriber, it:-
5.1.1 may not frame or link to the Site or Licensed Products in any way that obscures any of SNI's or
the other Publishers' copyright, trademark, and/or other proprietary rights notices, or is misleading as
to the source of the Site or Licensed Products, or falsely implies a relationship between SNI (or any
other Publisher) and the Client or any other third party; and
5.1.2 is solely responsible for creating security measures adequate to protect its Intranet from
unauthorized access and harm.
5.2 The Client shall deliver to SNI, on a quarterly basis, a statement regarding the Client's usage of
the Site or Licensed Products containing: (1) the number of the Client's Authorized Users accessing
the Site or Licensed Products for such quarter together with the frequency of access by such persons
and (2) the names, titles, and locations, of all the Client's Authorized Users accessing the Site or
Licensed Products for such quarter. Such statement shall be delivered no later than fifteen (15)
working days after the last day of the relevant quarter.
5.3 For the purpose of confirming the accuracy of the Client’s quarterly statements (if applicable) and
the Client's compliance with the terms of this Agreement, SNI reserves the rights (i) to monitor and
record activity on the Site, including access to the Licensed Products, and (ii) no more than once in
any twelve month period, to conduct an on-site audit of the Client's business premises upon
reasonable advance notice.
6.) Term and Termination
6.1 This Agreement shall automatically renew on an annual basis, unless either party gives the other
party hereto not less than thirty (30) days' written notice of its intention to terminate prior to the
renewal date of any given one year term, in which case the Agreement shall expire on such renewal
date.
6.2 Either party may terminate this Agreement in the event the other party breaches a material
provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of
written notice of such breach, in which case the such party will have the right to terminate this
Agreement immediately by giving written notice to the party in breach.
6.3 The Client may, no later than thirty (30) days of receipt of an annual License Fee increase, give
written notice to terminate this Agreement, in which case the Agreement shall terminate ninety (90)
days from the date of such notice to terminate.
6.4 The rights of termination are in addition to all other rights or remedies of the parties provided in
this Agreement or by law. In the event this Agreement is terminated, the Client’s (and all Authorized
Users’) right to access and use the Licensed Products will cease immediately.
7.) No Warranty and Disclaimer of Liability
7.1 SNI MAKES NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE LICENSED PRODUCTS AND
THE SITE, AND 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. IN NO EVENT WILL SNI, 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 PRODUCTS OR THE SITE, EVEN IF SNI HAS BEEN ADVISED OF THE POSSIBILITY
THAT SUCH DAMAGES MAY ARISE. SNI DOES NOT GUARANTEE THE ACCURACY, CONTENT, OR
TIMELINESS OF THE LICENSED PRODUCTS.
7.2 IN NO EVENT SHALL ANY LIABILITY OF SNI, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY,
ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITE OR THE LICENSED
PRODUCTS EXCEED THE AMOUNT THE CLIENT PAID TO SNI UNDER THIS AGREEMENT IN THE 12-
MONTH PERIOD PRECEDING THE DATE SUCH CLAIM FIRST AROSE.
8.) Security
8.1 The Client will be solely responsible for the confidentiality and solely liable for the use of and
access to the Licensed Products and the Site using Authorized Users’ user names, sign-on passwords,
user I.D.'s and/or IP addresses as applicable. The Client agrees to immediately notify SNI if it
becomes aware of any loss or theft of any sign-on password or user I.D. or any unauthorized use of a
sign-on password, user I.D., user name or IP addresses, or of the Licensed Products or the Site.
8.2 Where the Client is a Intranet Access subscriber, it is solely responsible, at its own cost, for
obtaining any third party rights, products, or services needed to configure and operate the Electronic
Delivery Systems and the Client’s Intranet for use in connection with the Licensed Products.
9.) Force Majeure
SNI, its affiliates, and its information providers shall not be liable or deemed to be in default for any
delay or failure in performance or interruption of the delivery of Licensed Products resulting directly or
indirectly from any cause or circumstance beyond its or their reasonable control, including but not
limited to failure of any Electronic Delivery System (if applicable) 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, governmental or political unrest,
governmental restrictions, and/or a hostile work environment.
10.) Taxes
The Client shall be responsible for the proper payment of all taxes which may be levied or assessed
based on the Client's use of the Licensed Products, the Site, or on any payments by the Client to SNI
hereunder, other than SNI’s income taxes.
11.) Amendment
This Agreement may only be amended or modified by express written consent of both parties hereto.
12.) Miscellaneous
12.1 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, SNI may
assign this Agreement to its successors, affiliates or to any entity that acquires all or substantially all
of the assets of SNI.
12.2 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.
12.3 Notices. Notices shall be given in writing by letter or, in the case of notices to the Client, by
email, and shall be sent to the intended recipient's last known place of business (i) for SNI, in
Michigan (to the attention of Scott Thomas, Registered Agent, SNI) and (ii) for the Client, at
the Client address or email address for the attention of the Client contact set out in the Purchase
Order. Such letters shall be deemed received on the date of dispatch if sent by fax or email (or on the
following business day, if sent after the recipient’s normal business hours) or on the expiration of two
business days from the date of posting if sent by overnight mail.
12.4 No Joint Venture. No joint venture, partnership, employment, or agency relationship exists
between the Client and SNI as a result of this Agreement or the Client’s use of the Licensed Products
or the Site.
12.5 Severability/Survival/Statute of Limitations. If any provision of this Agreement shall be invalid or
unenforceable, such shall not render the entire Agreement unenforceable or invalid but rather the
Agreement shall be read and construed as if the invalid or unenforceable provision(s) are not
contained therein, and the rights and obligations of the parties shall be construed and enforced
accordingly. The Client must file any cause of action it may have with respect to this Agreement in a
court of competent jurisdiction in Chicago, Illinois, U.S., within one year after the cause of action
has arisen, or such cause shall be barred, invalid, and void. The one-year statute of limitation
shall apply as an agreed-upon contractual limitation notwithstanding any longer statute of
limitation that may exist with respect to the cause of action asserted.
12.6 Entire Agreement. This Agreement constitutes the entire agreement between SNI and the Client
and any terms implied by law which may be excluded by contract are excluded.
12.7 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 the 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.
12.8 The terms of this Agreement (including the License Fee) shall be treated as confidential by the
Client and shall not be disclosed to any third party without the prior written agreement of SNI unless
disclosure is required by law or compelled by a court of competent jurisdiction.
13.) Governing Law
This Agreement shall be governed by the laws of the United States of America and the State of
Michigan, as if the Agreement were a contract wholly entered into and wholly performed within
Michigan, without reference to the choice of law provisions thereof. Both parties irrevocably agree
that any dispute between the parties shall be submitted to a court of competent jurisdiction
in Chicago, Illinois U.S.A, provided however that either party may pursue injunctive relief in any
court having jurisdiction for such actions. Both parties further agree that they will submit to the
exclusive personal jurisdiction and venue of the federal and state courts located in Chicago,
Illinois.
