February 1, 2018
These Terms and Conditions form part of the Agreement between CQ-Roll Call, Inc. (CQRC) and Client and refer to words defined in CQ Intelligence Engagement Letter or any agreement in which these terms are incorporated by reference.
1. PAYMENT TERMS:
All fees expressed herein are exclusive of sales tax, value added tax, or any other taxes and duties which, if applicable, will be charged to Client in addition to the fees. In addition to the fees, Client will be responsible for the payment of any withholding taxes that may be payable. Travel expenses are not included in the fee(s) and, if such charges are incurred, they will also be charged to Client in addition to the fees. All fees are non-refundable (except as otherwise specified herein) and are due within net 30 days of the invoice date. Payments made after the due date may be (in CQRC’s discretion) subject to a late fee equal to the lesser of 1.5% per month or the maximum allowed by law.
2. LICENSE OF TRADEMARKS:
a. Only where CQRC gives approval in writing in advance, CQRC grants to Client a non-exclusive, non-sub-licensable and non-transferable license to use the “CQ” name and/or logo, as specified herein or as provided in the Deliverables, for the purpose only of attributing the Deliverables to CQRC in accordance with this Agreement, PROVIDED THAT in each case (a) these trademarks will only be used in the exact format and specification as directed from time to time by CQRC, (b) all advertising, promotional, marketing and other material which feature these trademarks (in any medium or media) will be subject to the prior review by and approval of CQRC before their publication or use, and (c) Client will not modify, amend or add to the content or format of any of the licensed trademarks in any manner.
b. Other than as provided for in this clause 2 (License of Trademarks), nothing in this Agreement will be deemed to vest in Client any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by CQRC (or any of its affiliates) or grant to Client any right or license to any other intellectual property rights of CQRC or its affiliates, all of which will, at all times, remain the exclusive property of CQRC and its affiliates.
c. During the term of this Agreement, Client grants CQRC a non-exclusive, non-sub-licensable license to use Client’s trademarks, trade names and corporate name for the sole purpose of the Project and providing the Deliverables (and materials associated therewith).
3. CONFIDENTIALITY AND PRIVACY:
a. The parties recognize that in the course of the Project, each party may obtain confidential or proprietary information of the other party or its affiliates. Other than as may be required by law, regulation, judicial or administrative process, or in connection with litigation pertaining hereto, such information will be held in strict confidence and will not be disclosed by the recipient to any unauthorized party without the prior written consent of the other party. This provision does not apply to information: (i) in the public domain (through no fault of the recipient), or (ii) developed independently by the recipient (without reliance on the information).
b. For the avoidance of doubt, the terms of this Agreement (including the fees) will be treated as confidential by Client and will not be disclosed to any third party without the prior written agreement of CQRC unless the forgoing exceptions apply.
c. The use and disclosure of lists containing personal information are regulated by privacy and data protection laws. Such information may also be subject to obligations of confidentiality. Therefore, CQRC does not accept any obligation to supply Client with any mailing or other lists unless otherwise expressly provided for in the Agreement. Any obligation by CQRC to supply Client with any mailing or other lists (or similar data) is subject to any restrictions imposed by applicable laws and regulations and the preferences expressed by the individuals. If, for any reason, Client obtains such information in connection with the Project, Client will treat that information as confidential and comply with all applicable laws and regulations which relate to such information.
4. WARRANTIES AND LIMITATIONS OF LIABILITY:
a. Each party warrants that: (i) it is the owner or licensee of all intellectual property rights in any material it supplies to the other hereunder and that it is legally entitled so to provide it and to grant any rights in any material it purports to grant the other under this Agreement; (ii) to the best of its knowledge and belief, no such material is defamatory of any person; and (iii) it has full right , power and authority to enter into and perform its obligations under this Agreement.
b. Except as provided for herein, CQRC gives no warranties in respect of the Deliverables or any aspect of the Project, and to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness and merchantability. Other than to the extent required as a matter of law: (i) neither party nor its affiliates will be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the use of (or failure to use) or reliance on the Deliverables or other aspect of the Project or in connection with this Agreement; and (ii) the maximum aggregate liability of either party for any claim in any way connected therewith or this Agreement whether in contract, tort or otherwise (including any negligent act or omission) will be limited to the amount paid by Client to CQRC under this Agreement in the preceding twelve-month period.
c. Neither CQRC nor its affiliates can accept any responsibility or liability for reliance by Client (or any person) on the Deliverables and/or any information or translation provided under this Agreement.
5. INTELLECTUAL PROPERTY:
a. Other than Client-provided intellectual property that may be included in the Deliverables (where applicable), all intellectual property rights in and to the Deliverables and materials relating to them (including without limitation copyright, database rights and rights in databases) will be owned exclusively by CQRC (which, for purposes of this Agreement, includes its parent company, The Economist Newspaper Limited). Client will display the following disclaimer and copyright notices whenever any Deliverables (or any extract from them) are distributed:
i. copyright notice: “© [year of first publication] CQ-Roll Call, Inc. All rights reserved.”
ii. disclaimer: “Whilst efforts have been taken to verify the accuracy of this information, neither CQ-Roll Call, Inc. nor its affiliates can accept any responsibility or liability for reliance by any person on this information.”
6. ADJUSTMENTS TO DELIVERABLES:
a. CQRC will perform the Deliverables in a professional and workmanlike manner. CQRC reserves the right to make what it deems to be appropriate and reasonable adjustments to the Deliverables (for example, where certain data is not available as expected). Client acknowledges that any timeframes are estimates only, and that changes to the Deliverables requested by Client may require a revision of time and resource requirements, fees and the delivery schedule of the Project. Any adjustment to the fees will be subject to mutual written agreement of the parties. Unless otherwise provided for in this Agreement, where Client review in respect of any aspect of the Deliverables is required, such review will be deemed to have been made after five (5) business days from the date of request unless Client objects (or provides its comments) within such timeframe. If CQRC determines that such Deliverables cannot be performed as anticipated, CQRC may terminate this Agreement and provide to Client a refund in an amount equivalent to the unfinished work; in such event, CQRC will have no further liability or obligation relating to this Agreement.
a. The parties acknowledge and agree that: (i) nothing in this Agreement will imply any partnership, agency or joint venture relationship between the parties; (ii) for the purposes of this Agreement, each party is acting solely as an independent contractor and has no power or authority to represent or bind the other party; (iii) “CQ”, and “CQ Intelligence” are registered trademarks of CQ-Roll Call, Inc., and nothing in this Agreement will be deemed to vest in Client any rights in the trademarks of CQRC (or its affiliates) other than any licenses that may be granted herein (as/if applicable); (iv) the provisions of this Agreement in so far as they have not been performed will remain in full force and effect notwithstanding completion of the Project;(v) the term of this Agreement will be from execution thereof until completion of the Project and any obligations associated therewith; (vi) except as expressly set out in this Agreement, no other rights or privileges are offered or implied in connection with the Project; (vii) the parties will bear their own costs and expenses relating to the Project, except as expressly set out in this Agreement; (viii) neither time for payment nor delivery of the Project will be of the essence of the Agreement; (ix) nothing in this Agreement will prevent or restrict CQRC (or its affiliates) from providing services to any third party, including but not limited to services similar to those outlined in this Agreement; (x) each party will and will use all reasonable endeavours to procure that any necessary third-party will execute such documents and perform such acts or do such things as may reasonably be required for the purpose of giving full effect to this Agreement; (xi) this Agreement constitutes the entire agreement between the parties and supersedes any and all understandings, whether oral or written, between the parties (and any pre-printed forms or other terms provided by Client), with respect to the subject matter hereof; (xii) no modification of this Agreement will be effective unless set forth in writing signed by both parties; no waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion; in the event of a conflict between this Agreement and any other terms, this Agreement will prevail (including, but not limited to any pre-printed forms or any purchase or insertion orders issued by Client after execution of this Agreement).