|Order Form:||The booking form to which this Subscription Agreement is attached and/or incorporated into by reference setting out the details of the Licensee’s package.|
|Licensor:||Informa Media, Inc.|
|Licensee:||The person, company, organization, association or other entity set out in the Order Form that is purchasing the subscription.|
|Licensed Material(s):||The electronic versions of the product specified in Exhibit A hereto.|
|Subscription Fees:||The fees payable by Licensee to Licensor set out in the Order Form.|
|Authorized User(s):||Employees of Licensee.|
|Permitted Use:||Content and information made available through the Licensed Materials may be accessed and used only by Authorized User(s) solely for Non-Commercial Research. No other internal or external use or dissemination of any portion of the Licensed Materials is permitted. Use for the purposes of monetary reward (whether by or for the Licensee or an Authorized User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials is prohibited.|
The Order Form, this Subscription Agreement and the Terms & Conditions attached hereto as Exhibit B, (together, this “Subscription Agreement”) constitute the entire agreement of the parties hereto with respect to the subject matter hereof.
Licensed Materials: Subscriptions
Under this Subscription Agreement, Licensor shall deliver to Licensee electronic versions of the following which shall be, for purposes of this Subscription Agreement, the “Licensed Materials” and which shall include but are not limited to the articles as published in journals together with figures, tables and supplemental files published as part of the article:
|Title||Link||Type of Access|
|Nutrition Business Journal||https://store.newhope.com/||The subscription period specified on the Order Form, unless earlier terminated as provided in this Subscription Agreement.|
Terms & Conditions
Grant of License
Licensor grants to Licensee a non-exclusive, non-transferable license to access and use the Licensed Materials solely in accordance with the Permitted Use specified in the Subscription Agreement, for the subscription period set forth in the Order Form. Licensee acknowledges it will not acquire any ownership rights (including copyrights and other intellectual property rights) in the Licensed Materials all of which shall be retained by Licensor and/or its licensors, if any. Licensee will use reasonable best efforts to maintain the security of the Licensed Materials and all information therefrom such that the same are not made available to any third party by the Licensee (other than the Authorized Users), and will treat the Licensed Materials and all information therefrom with the same degree of care which it treats its own confidential and proprietary information of high importance, but in no event less than a reasonable degree of care.
Limitation on Access
Access to the Licensed Materials shall only be available to Authorized User(s) and may not be shared with other persons, either internally or externally. Each party shall comply with all applicable laws, regulations and sanctions. Licensor reserves the right to monitor Licensee’s use of the Licensed Materials to ensure compliance with the foregoing restrictions.
For the avoidance of doubt, Licensee may not use all or any part of the Licensed Materials for any Commercial Use and may not use the Licensed Material to create a product for third parties that would substitute for the Licensed Materials. Commercial Use shall mean use for the purposes of monetary reward (whether by or for the Licensee or an Authorized User) by means of sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials. Neither recovery of direct costs by the Licensee from Authorized Users, nor use by the Licensee or by an Authorized User of the Licensed Materials in the course of research funded by a commercial organization, is deemed to be Commercial Use.
Licensee Obligations; Passwords
The Licensee agrees to use reasonable endeavors to: (1) notify Authorized Users of the terms and conditions of this Subscription Agreement and take steps to protect the Licensed Materials from unauthorized use or other breach of the terms hereof; (2) immediately upon becoming aware of any unauthorized use or other breach, inform Licensor and take reasonable and appropriate steps, which may include disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; (3) issue passwords and/or other access information only to Authorized Users and use reasonable endeavors to ensure that Authorized Users do not divulge their passwords or other access information to any third party; and (4) provide Licensor, within 30 days of the date of this Subscription Agreement, with the information sufficient to enable the Licensor to provide access to or deliver the Licensed Material in accordance with its obligations hereunder.
Licensee agrees to assume sole responsibility for the security of any passwords issued by Licensor for accessing the Licensed Materials. Such passwords are subject to cancellation or suspension by Licensor without notice at any time Licensor reasonably believes such passwords are being misused or if Licensee has breached this Subscription Agreement.
Licensor will use its reasonable endeavors to ensure that the information contained in any Licensed Materials is accurate. However, Licensor cannot guarantee the accuracy of any information and content contained in the Licensed Materials, which is provided on a strictly ‘as is’ basis. Licensor has no liability for any loss or damage whatsoever sustained by the Licensee as a result of using or relying on any information and content contained in the Licensed Materials. Licensor makes no representations or warranties of any kind, express or implied, including but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose.
This Subscription Agreement shall continue in full force and effect for the subscription term specified on the Order Form, unless earlier terminated as provided herein.
If Licensor believes at any time that Licensee has breached this Subscription Agreement, Licensor may deliver written notice to Licensee specifying such breach in reasonable detail. If within five (5) days after delivery of such notice Licensee has not cured such breach to the reasonable satisfaction of Licensor, or the parties hereto have not otherwise agreed to amend this Subscription Agreement to address such breach, Licensor shall be permitted to terminate this Subscription Agreement, in which event Licensor shall not have any liability to the Licensee.
Upon termination of this Subscription Agreement for any reason whatsoever, Licensee shall, within ten (10) days thereafter, take such commercially reasonable action as shall be required to permanently delete the Licensed Materials from its information technology systems; provided that Licensee may retain backup copies of the Licensed Materials solely as required to comply with any bona fide information technology policy of Licensee then in effect.
Limitation of Liability
Notwithstanding anything to the contrary contained in this Subscription Agreement, in no event shall either party hereto be liable for any special, indirect, incidental, consequential or punitive damages (including, without limitation, damages for any loss of data, profit, goodwill, anticipated savings, revenue or business), whether based in contract, tort or other legal theory, in connection with this Subscription Agreement or otherwise in connection with Licensee’s use or inability to use the Licensed Materials.
Any delay in performance of any provision of this Subscription Agreement caused by conditions beyond the reasonable control of either party hereto will not constitute a breach of this Subscription Agreement, provided that the delaying party has taken reasonable measures to notify the affected party in writing of the delay and uses reasonable efforts to perform in accordance with this Subscription Agreement notwithstanding such conditions.
Any amendments or waivers relating to this Subscription Agreement must be in writing signed by both parties hereto.
This Subscription Agreement shall not be assignable by either party hereto without the prior written consent of the other party, except that Licensor shall be permitted, without Licensee’s consent, to assign this Subscription Agreement to any of its affiliates or in connection with a merger or consolidation involving Licensor or a sale of all or substantially all of Licensor’s assets.
In the event of any conflict between the terms of the Subscription Agreement and these Terms & Conditions, the terms of the Subscription Agreement shall govern.